9th Oct 2006 07:00
YouGov PLC09 October 2006 9 October 2006 YouGov plc Audited Preliminary Results for year to 31 July 2006 Delivering against our objectives - strong organic growth, new products developed and geographical expansion Highlights • Sales more than tripled to £9.5m (£2.9m) • Operating profit grew 302% to £3.9m • PBT increased from £1.0m to £4.1m • Strong performance in UK business • Growing demand for BrandIndex • Established profitable joint venture with Execution Limited, YGX • Completed first acquisition - Siraj in Dubai further strengthens YouGov in Middle East • Middle East operations continue to outperform our initial expectations with contracts secured with a number of clients • Continued expansion of panel and extension of geographical reach • Good start to current financial year - confident of prospects for YouGov Commenting on the results, Nadhim Zahawi, Joint Chief Executive Officer ofYouGov, said; "YouGov has again performed extremely well reflecting our unique position inmarket research and our commitment to developing a representative panel. Thesuccessful launches of BrandIndex and our joint venture with Execution, YGX,demonstrate the scalability of our market research model. The acquisition ofSiraj in Dubai adds significant scale to YouGov's position as the fastestgrowing market research agency in the Middle East. The current financial year has started well across the business and trading isin line with our expectations. In the UK, we continue to see strong demand forsensibly priced, accurate and timely online market research and we are wellpositioned to capitalise on this trend. The Middle Eastern business is goingfrom strength to strength with the integration of Siraj going to plan. As aresult, the Board is confident of another successful year both financially andoperationally." YouGov plc Tel: 020 7618 3010Nadhim Zahawi, Joint CEOKatherine Lee, CFO Financial Dynamics Tel: 020 7831 3113Charlie Palmer / Nicola Biles Chairman's Statement IntroductionThe 2005/06 financial year has been an important one for YouGov. The UK businesscontinues to perform well and we have seen our operations in the Middle East gofrom strength to strength. During the year we have delivered against thestrategy of developing new products and growing the business through selectiveacquisitions and joint-ventures that we set out at the time of our IPO in 2005.We have developed and launched the new and revolutionary brand tracker,BrandIndex, set up a profitable joint venture, YGX, with Execution Limited andcompleted our first acquisition, Siraj, a market research agency in Dubai. Financial PerformanceThe financial performance of the Group remains strong. Sales have more thantripled to £9.47m (£2.94m in 2004/05). Operating profit quadrupled from £0.96mto £3.86m and profit before tax grew from £1.0m to £4.05m. The UK operationscontinue to grow strongly, with reported growth at 65% against the onlineresearch sector growth of approximately 25%. Middle East has performed stronglyin the year, and has contributed more than half of the group revenue and profit. Bespoke revenue forms the largest element of our revenue at 78% (2005: 61%),with omnibus revenues at 20% (2005: 39%) and syndicated revenues at 2% (2005:0%). The business continues to be highly cash generative, and during the yeargenerated £1.75m in cash. The cash position at the year end was £5.5m and netassets were £6.77m. The directors are not recommending the payment of a dividend, which isconsistent with statements made both at the time of flotation and in subsequentfinancial reports. This reflects the high-growth nature of the Group and thenumerous opportunities that the Board has identified for further development. Operational highlightsYouGov has achieved a great deal during the year and the speed and accuracy ofthe Group's full service online research offer continues to underpin YouGov'scompetitive advantage. This is reflected in the strength of clientrelationships, the high level of repeat business and the good new businessperformance during the year. What is perhaps the most pleasing is that thegrowth in the UK, international expansion and new product development alldemonstrate the scalability of the YouGov model. UK BusinessContinual track record for accuracyYouGov maintained its record for producing accurate surveys when it predictedthat David Cameron would defeat David Davies by 67% to 33% in December 2005 inthe contest for the leadership of the Conservative Party. The actual result wasCameron 67.6%, Davies 32.4%. By continuing to maintain our reputation foraccuracy we believe that we have not only advanced YouGov's cause, but gonefurther to extinguish scepticism towards well-constructed online research. UK tradingThe UK operations have grown such that we now offer a daily omnibus service tocustomers. This means that customers can access a nationally representativesample of the UK population on a daily basis. Revenues from our omnibus operation have grown from £1.1m to £2.0m, reflectingthe move in April from a twice weekly omnibus, to a daily operation. The growth of our bespoke revenue stream in the current year indicates ourcommitment to being a high quality online full service agency. Key projects inthe year were undertaken for P&O, Scottish Widows and Carphone Warehouse. BrandIndexThe formal launch of BrandIndex took place on 24 October 2005. Presentationswere held on five nights at the Audi Forum on Piccadilly, London. This allowedinterested parties to see the BrandIndex product, and to discuss the benefitswith the BrandIndex team. BrandIndex provides daily tracking of 1,149 consumer brands, in 32 sectors,across seven different measures of brand perception. The product, which isavailable via an easy-to-use online tool, is aimed at CEOs, finance directors,brand managers and the research community as well as the financial community. We are extremely pleased with our customers' response to BrandIndex. We havesold subscriptions to a number of household names. BrandIndex is based onYouGov's proprietary technology and panel expertise and as such did not involvesignificant up front capital expenditure; however, it is also highlyoperationally geared. We have considered the other subscription based offeringsavailable in the market, and believe that BrandIndex is a unique product andoffers its users a revolutionary service. The Board is confident of the futureof BrandIndex and is carefully considering the international roll-out of theoffering. Panel ExpansionOur proprietary panel continues to be at the heart of YouGov's work. Ourrespondents are recruited to enable YouGov to draw representative researchsamples. During the course of the year the number of panel members, for whomYouGov had extensive demographic information, grew to 107,000. We also increasedthe panel in the Middle East to 35,000 and are developing our other smallerpanels in North America, Canada, and Germany. The company has devoted, and willcontinue to devote, substantial resources to maintaining and expanding ourpanels. YouGovExecutionOne of the first sales of BrandIndex was to the stock broking house, ExecutionLimited. Execution's analysts were convinced of the value of the data generatedby BrandIndex, particularly in relation to equity prices and as a result, weestablished a 50:50 joint venture, called YouGovExecution Limited (YGX) inFebruary. YGX provides primary research to the investment community. YouGovbrings the market research know-how and consumer panel to Execution who can thenassess the consumer-facing strategies of CEOs of listed companies. The business has performed strongly since the outset and has started tocontribute to the Group result. YouGov Middle EastYouGov Middle East FZ LLC has continued to perform strongly. Contracts have beensecured with a range of clients including PR companies, local governmentorganisations, media partners and large multinational companies with operationsin the area. We have continued to invest in our people in the Middle East andhave increased the head count from 5 to 18 at 31 July 2006. The panel hasincreased substantially and we have reached 35,000 participants across theMiddle East. The move into the region was consistent with our prudent approach of enteringnew markets alongside an established client. We entered the Dubai market, havingundertaken an ad-hoc project for a UK customer, HSBC, to build a specialistpanel of businessmen and businesswomen across the Middle East to establish thefirst Middle East Business Confidence Index. On the back of our success in thelocal area, we established an office that was financially backed by localpartners and of which YouGov holds 78%. SirajSiraj, the Dubai based marketing and research boutique, was acquired by YouGovMiddle East on 30 July 2006. Total consideration was £1.3m, of which £365,000is deferred. Siraj is a traditional market research agency, offering qualitativeand quantitative market research to a host of blue-chip clients. Sirajgenerated revenues of £0.56m in the 10 months to 31 July 2006 and profits of£0.11m. This is a highly complementary acquisition, adding significantly to YouGov'sposition as the fastest growing market research agency in the Middle East. Thereis a clear strategic and logical rationale for this acquisition which will allowus to provide a full range of complementary services to the Group's growingclient base in the region. Future developmentProductsConsistent with our organic growth strategy, YouGov has successfully launchedBrandIndex and is working closely with YGX to generate new daily trackers. Weare actively considering the global offering of the BrandIndex product and areseeking partners to support us in this venture. Overseas expansionYouGov continues to look at ways to grow the business internationally and arecurrently looking at a number of markets. We also seek to expand our presencein the Middle East and are considering setting up new offices in Saudi Arabia.We intend to launch BrandIndex into the Middle East within the next 12 months.Consistent with YouGov's historic approach to international expansion, anyorganic, joint-venture or acquisition driven expansion is subject to strictoperational and financial criteria. AcquisitionsThe Board is continually assessing companies operating in the market researchsector, to identify those with the most logical, commercial fit with YouGov. Inaddition to meeting our strict financial measures, any acquisition must meet thefollowing three criteria; 1. Expertise and track record within specific sectors;2. The business will benefit from being part of a larger group; and3. It will help YouGov Group build a full service agency based on our core strength of online panel-based research. Prospects and OutlookESOMAR currently estimates that the global market research market is worth$23.3billion in 2006, an increase from 2005 of 5.7%. Of this, $2.4 billionarose in the UK, up 2.8% compared with 2005. The UK online market is estimatedat $137m (36% growth compared to 2005). The current financial year has started well across the business and trading isin line with the Board's expectations. In the UK, we continue to see strongdemand for sensibly priced, accurate and timely online market research and theBoard believes that we are well positioned to capitalise on this trend. TheMiddle Eastern business is going from strength to strength, the integration ofSiraj is going to plan and we are already beginning to see the benefits of theacquisition coming through. YouGov's strategy is to continue to expand by acombination of organic growth and selective acquisitions. We will continue togrow our client base, expand our product offering, expand our geographical reachand grow our panel. As a result, the Board is confident of another successfulyear both financially and operationally. Management and StaffWe continue to acknowledge that the success of our business relies heavily onthe ability and dedication of our key staff. We have grown our staff numbersfrom 25 to 59 (of which 18 are in the Middle East operations). We regard ourstaff as one of our greatest assets, and are happy to report that staff turnoverremains extremely low. Board of DirectorsYouGov is growing rapidly and as a result the Board and I believe that it isnecessary to put in place a management structure that will support the capacityto drive and manage the Group's ambitions. It is proposed that the plc Boardshould be supported by an operational board made up of the executive managementteam and the heads of the UK and Middle Eastern operations. Over time, newcountry or regional heads could be added to the operational board. We would alsolike to take this opportunity to make the plc Board more compliant with the mainprovisions of the Combined Code: Principles of Corporate Governance and Code ofBest Practice and as a result we have appointed head hunters to recruit anindependent non-executive chairman. Once a chairman has been appointed I shall assume the role of President andremain as a non-executive director. This will enable me to continue working withmedia, political and other clients, and to continue to represent YouGov in themedia and at academic and other conferences. It will also allow me to take onthe added responsibility of developing the Group's methodologies and output inthe rapidly changing market research sector. I believe this evolution of my role comes at the right time both for me and forthe company. YouGov has grown considerably in the last five years. Turnover hastripled in the last year and demand for online research continues to grow. Toensure that we are able to capitalise on the opportunities that are available tous the management structure must evolve too and I am delighted to accept theBoard's invitation to become President and look forward to working with mycolleagues to grow the business in the future. Peter KellnerChairman Consolidated Profit and Loss AccountFor the year ended 31 July 2006 Note 2006 2005 £'000 £'000 Turnover: group and share of joint ventures 9,567 2,942Less: share of joint ventures' turnover (95) -Group turnover - continuing operations 1 9,472 2,942 Cost of sales 2 (2,153) (476)Gross profit 7,319 2,466 Other operating income and charges 2 (3,466) (1,505) Group operating profit - continuing operations 3,853 961Share of operating profit in joint venture 1 9 - 3,862 961 Interest receivable 192 51Interest payable (1) (16)Net interest 3 191 35 Profit on ordinary activities before taxation 1 4,053 996 Tax on profit on ordinary activities 5 (542) (305) Profit on ordinary activities after taxation 3,511 691 Minority interests - equity (521) - Retained profit on ordinary activities after taxationand minority interests 20 2,990 691 Basic earnings per share 8 22.4 5.8Diluted earnings per share 8 21.1 5.5 The Group has no recognised gains or losses other than the profit for theperiod. The accompanying accounting policies and notes form an integral part of thesefinancial statements. Consolidated Balance SheetAs at 31 July 2006 Note 2006 2005 £'000 £'000Fixed assetsIntangible assetsGoodwill 9 1,171 -Tangible assets 10 158 63Investment in joint ventureShare of gross assets 123 -Share of gross liabilities (13) - 11 110 - 1,439 63Current assetsDebtors 12 3,699 769Cash at bank and in hand 5,546 3,796 9,245 4,565 Creditors: amounts falling due within one year 13 (2,796) (870)Total assets less current liabilities 7,888 3,758Creditors: amounts falling due aftermore than 14 (365) -one yearProvisions for liabilities 16 (12) (11)Minority interests - equity (743) - 6,768 3,747Capital and reservesCalled up share capital 17 134 133Share premium account 18 2,943 2,913Profit and loss account 18 3,691 701Shareholders' funds 20 6,768 3,747 The financial statements were approved by the Board of Directors on 9 October2006 Katherine Lee The accompanying accounting policies and notes form an integral part of thesefinancial statements. Company balance sheetAs at 31 July 2006 Note 2006 2005 £'000 £'000Fixed assetsTangible assets 10 108 63Investments 11 106 - 214 63Current assetsDebtors 12 1,534 769Cash at bank and in hand 5,107 3,796 6,641 4,565 Creditors: amounts falling due within one year 13 (1,928) (870)Net current assets 4,713 3,695 Total assets less current liabilities 4,927 3,758 Provisions for liabilities 16 (12) (11) -------- -------- 4,915 3,747 Capital and reservesCalled up share capital 17 134 133Share premium account 18 2,943 2,913Profit and loss account 18 1,838 701Shareholders' funds 4,915 3,747 The financial statements were approved by the Board of Directors on 9 October2006 Katherine Lee The accompanying accounting policies and notes form an integral part of thesefinancial statements.Consolidated Cashflow Statement Note 2006 2005 £'000 £'000 Net cash inflow from operating activities 19 2,896 1,149 Returns on investments and servicing of financeInterest received 181 51Interest paid (1) (16)Net cash inflow from returns on investments andservicing of finance 180 35 Taxation (318) (202) Capital expenditure and financial investmentPurchase of intangible fixed assets (806) -Purchase of tangible fixed assets (133) (28)Cost of investment in joint venture (100)Net cash outflow from capital expenditure andfinancial investment (1,039) (28) Equity dividends paid - (436) FinancingIssue of shares 1 3,038Premium on issue of shares 30 -Cost of issue - (306)Purchase of own shares - (167)Repayment of loans - (264) Net cash inflow/outflow from financing 31 2,301 Increase in cash 21 1,750 2,819 The accompanying accounting policies and notes form an integral part of thesefinancial statements. Notes to the financial statements 1 Turnover and profit on ordinary activities before taxation Turnover is attributable to market research. An analysis of turnover bygeographical market is given below: Turnover Profit before taxation Net assets 2006 2005 2006 2005 2006 2005 £'000 £'000 £'000 £'000 £'000 £'000 UK 4,849 2,942 1,898 961 4,809 3,747Middle East 4,623 - 1,955 - 1,698 -Middle East Acquisition - - - - 151 - 9,472 2,942 3,853 961 6,658 3,747Common costs - -Operating profit 3,853 961 Share of turnover,operatingprofit and net assets of joint venture 95 - 9 - 110 - 9,567 2,942 3,862 961 6,768 3,747Net interest 191 35Unallocated assets - -Group turnover 9,567 2,942Group profit before taxation 4,053 996Group net assets 6,768 3,747 The profit on ordinary activities before taxation is stated after: 2006 2005 £'000 £'000 Auditors' remuneration:Audit services 29 26Non-audit services 5 5 Depreciation and amortisation:Goodwill - -Tangible fixed assets, owned 34 17Assets under hire purchase 4 - Other operating lease rentals:Plant and machinery 2 2Land and buildings 83 53 2 COST OF SALES AND OTHER OPERATING INCOME AND CHARGES 2006 2005 £'000 £'000 Cost of sales 2,153 476 Other operating income and charges:Selling and marketing 347 43Administrative expenses 2,941 1,367Establishment costs 178 95 3,466 1,505 3 Net Interest 2006 2005 £'000 £'000 On other loans - (16)Interest on hire purchase (1) -Other interest receivable and similar income 192 51 191 35 4 Directors and employees Staff costs during the year were as follows: 2006 2005The Group £'000 £'000 Wages and salaries 1,864 812Social security costs 187 97 2,051 909 2006 2005The Company £'000 £'000 Wages and salaries 1,614 812Social security costs 187 97 1,801 909 The average number of employees of the group during the year was 42. (2005: 20). Remuneration in respect of directors was as follows: 2006 2005 £'000 £'000 Emoluments 741 282 The amounts set out above include remuneration in respect of the highest paiddirector as follows: 2006 2005 £'000 £'000 Emoluments 175 98 5 Tax on profit on ordinary activities The tax charge represents: 2006 2005 £'000 £'000 Profit on ordinary activities before tax 4,053 996Profit on ordinary activities multiplied by the standard rate ofcorporation tax in the year 1,216 299Overseas earnings not assessable to UK corporation tax (710) - United Kingdom corporation tax at 30% (2005: 30%) 506 299 Adjustment in respect of prior period 14 (23)Expenses not deductible for tax purposes 17 22Depreciation in excess of capital allowances 4 2Marginal relief - (3) Total current tax 541 297 Origination and reversal of timing differences 1 8Adjustment to estimated recoverable amount of deferred tax - -assets Total deferred tax 1 8Tax on profit on ordinary activities 542 305 6 Profit for the financial year The parent company has taken advantage of section 230 of the Companies Act 1985and has not included its own profit and loss account in these financialstatements. The parent company's profit for the year was £1,680,000 (2005:£996,000). 7 Dividend 2006 2005 £'000 £'000 Equity dividends:'A' Ordinary Shares of 1p - 200'B' Ordinary Shares of 1p - 92'C' Ordinary Shares of 1p - 95'D' Ordinary Shares of 1p - 49 - 436 8 Earnings per share 2006 Per 2005 Per Weighted share Weighted share average number amount average number amount Earnings of shares pence Earnings of shares pence £'000 £'000 Profitattributabletoshareholders 2,990 691Basicearnings pershareEarningsattributableto ordinaryshareholders 13,358,157 22.4 11,998,561 5.8 Dilutiveeffect ofsecuritiesOptions 807,986 661,578 Dilutedearnings pershareAdjustedearnings 14,166,143 21.1 12,660,139 5.5 9 Intangible fixed assets The Group The Company 2006 2005 2006 2005 £'000 £'000 £'000 £'000 Goodwill 1,171 - - - 1,171 - - - 9 Intangible fixed assets (continued)Goodwill and negative goodwill The Group Goodwill on acquisition Total £'000 £'000CostAt 1 August 2005 - -Additions 1,171 1,171At 31 July 2006 1,171 1,171 AmortisationAt 1 August 2005 - -Provided in the year - -At 31 July 2006 - - Net book amount at 31 July 2006 1,171 1,171 Net book amount at 31 July 2005 - - No amortisation has been provided on the goodwill acquired in the current yeardue to the timing of the acquisition. 10 Tangible fixed assets ImprovementThe Group Fixtures Computer Motor to & fittings equipment vehicles leasehold property Total £'000 £'000 £'000 £'000 £'000 CostAt 1 August2005 26 33 - 32 91Additions 26 63 22 22 133 At 31 July2006 52 96 22 54 224 DepreciationAt 1 August 2005 7 14 - 7 28Provided inthe year 9 19 4 6 38 At 31 July2006 16 33 4 13 66 Net bookamount at 31July 2006 36 63 18 41 158 Net bookamount at 31July 2005 19 19 - 25 63 Included within the NBV of £158,000 was £18,000 (2005: £nil) relating to assetsheld under finance leases and hire purchase agreements. The depreciation chargedto the financial statements in the year in respect of such assets was £4,000(2005: £nil). The company Fixtures & Computer Improvement fittings equipment to leasehold property Total £'000 £'000 £'000 £'000 CostAt 1 August2005 26 33 32 91Additions 15 41 15 71At 31 July2006 41 74 47 162 DepreciationAt 1 August2005 7 14 7 28Provided inthe year 6 15 5 26At 31 July2006 13 29 12 54 Net bookamount at 31July 2006 28 45 35 108 Net bookamount at 31July 2005 19 19 25 63 11 Fixed asset investments Total fixed asset investments comprise: The Group The Company 2006 2005 2006 2005 £'000 £'000 £'000 £'000 Interest in subsidiary - - 6 -Interest in joint venture - - 100 - - - 106 - Interests in subsidiary At 31 July 2006 the company had interests in the following subsidiary Proportion held Subsidiary Country of Class of share by parent by the Nature of incorporation capital held Company Group business YouGovM.E. FZ Subsidiary United Arab Ordinary 78% 78% Market ResearchLLC Emirates Interests in joint ventures At 31 July 2006 the Company had interests in the following joint venture Proportion held Joint venture Country of Class of share by parent by the Nature of incorporation capital held Company Group business YouGovExecutionLimited JV England Ordinary 50% 50% Primary research for the investment community The end of the joint ventures first reporting period is 31 July 2007. The Grouptook the decision to include the joint venture in the current reporting periodto provide a more accurate reflection of the Group as a whole as at 31 July2006. The Group's aggregate share in its joint ventures comprises 2006 2005 £'000 £'000 Fixed assets 1 -Current assets 122 -Liabilities due within one year (13) -Liabilities due after one year or more - - The Group's share of the results, assets and liabilities of YouGovExecutionLimited was: 2006 2005 £'000 £'000 Turnover 95 -Profit before tax 9 -Taxation - -Profit after tax 9 -Fixed assets 1 -Current assets 122 -Liabilities due within one year (13) -Liabilities due after one year or more - - If the investment in joint ventures had been included at cost, they would havebeen included at the following amounts: 2006 2005 £'000 £'000 Cost 100 -Amounts written off - - 100 - 12 debtors The Group The Company 2006 2005 2006 2005 £'000 £'000 £'000 £'000 Trade debtors 3,547 690 1,395 690Amounts owed by Group undertakings - - 36 -Amounts owed by joint ventures 3 - 3 -Other debtors 37 52 16 52Prepayments and accrued income 112 27 84 27 3,699 769 1,534 769 13 Creditors: amounts falling due within one year The Group The Company 2006 2005 2006 2005 £'000 £'000 £'000 £'000 Deferred income 361 - 316 -Trade creditors 122 142 105 142Amounts owed to Group undertakings - - 6 -Corporation tax 527 304 527 304Social security and other taxes 291 115 291 115Other creditors 75 - 75 -Accruals 1,292 309 608 309Pre-acquisition profit distribution 110 - - -Amounts due under hire purchase contracts 18 - - - 2,796 870 1,928 870 14 creditors: amounts falling due after more than one year The Group The Company 2006 2005 2006 2005 £'000 £'000 £'000 £'000 Deferred consideration 365 - - - 365 - - - Deferred consideration relates to a payment to be made in respect of theacquisition of the trade and assets of Siraj. The payment will be made on 30July 2009. 15 financial instrumentsThe Company uses financial instruments, other than derivatives, comprising cash,liquid resources and various items, such as trade debtors, trade creditors etc,that arise directly from its operations. The Company has no borrowings. The mainpurpose of these financial instruments is to raise finance for the Company'soperations. The main risks arising from the Group financial instruments are liquidity riskand foreign exchange risk. The board reviews and agrees policies for managingthis risk and they are summarised below. This policy has remained unchanged fromprevious years. It is and has been throughout the year under review, the Group policy that notrading in financial instruments shall be undertaken. Liquidity risk The Group seeks to manage financial risk by ensuring sufficient liquidity isavailable to meet foreseeable needs and to invest cash assets safely andprofitably. Interest rate profile The financial assets at 31 July 2006 comprised £5.5m of cash accruing interest.During the period 1 August 2005 - 31 July 2006 the rates applicable variedbetween 4.0% and 4.75%. At the year end the rate earned was per the Bank ofEngland base rate. (2005: 4.3%/2.7%).In the U.A.E. interest has been earned at rates between 4.675% and 4.75%depending upon the length of the deposit term. Currency risk The Group does not hedge its exposure of foreign investments held in foreigncurrencies. Net foreign currency monetary assets/(liabilities) Functional currency of Sterling US Dollar Totaloperation £'000 £'000 £'00031 July 2006Sterling - 585 585Other currencies 5 521 526 5 1,106 1,111 16 Provisions for liabilities The Group Deferred Total taxation £'000 £'000 At 1 August 2005 11 11Provided during year in profit and loss account 1 1At 31July 2006 12 12 The Company Deferred Total taxation £'000 £'000 At 1 August 2005 11 11Provided during year in profit and loss account 1 1At 31July 2006 12 12 The deferred tax charge in the current and prior period represents acceleratedcapital allowances on fixed assets acquired. 17 share capital 2006 2005 £ £Authorised20,000,000 Ordinary Shares of 1p each 200,000 200,000 Allotted, called up and fully paidAt 1 August 2005 13,338,207 Ordinary Shares of 1peach 133,381 133,381New shares allotted, called up and fully paid inrespect of share options 314 - 13,369,557 Ordinary Shares of 1p each 133,695 133,381 31,350 ordinary shares of 1p each were issued in the period. The total nominalvalue of these shares was £313.50 and the total consideration received was£28,215. Options have been granted for 1p ordinary shares Name Number of ordinary shares under option Exercise period Exercise price Peter 379,747 Until 4 June 2013 50pKellner PanosManolopoulos 226,764 Until 31 90p December 2014Katherine 140,000 Until 31 £1.70 / £1.475Lee December 2015Employees 55,067 Until 31 90p December 2014Total 801,578 Peter Kellner, the Chairman of the Company has share options on 379,747 'A'Ordinary Shares at an exercise price of £0.50 per share. These options weregranted in 2003 with a 10 year period and can be exercised at any time withinthat period. Panos Manolopoulos, the Managing Director of the Company, has share options over226,764 Ordinary Shares at an exercise price of £0.90 per share. The optionbecomes exercisable in four equal tranches of 56,691 Ordinary Shares. The firsttranche became exercisable on 31 December 2004. The other three tranches becomeexercisable on 31 October 2005, 31 October 2006 and 31 October 2007respectively. Katherine Lee, the Chief Financial Officer of the Company, has share optionsover 140,000 Ordinary Shares at an exercise price of £1.70 / £1.475 per share.The option becomes exercisable in four equal tranches of 35,000 Ordinary Shares.The first tranche became exercisable on 31 October 2005. The other threetranches become exercisable on 31 October 2006, 31 October 2007 and 31 October2008 respectively. 18 Share premium account and reserves The Group Share premium Profit and loss account account £'000 £'000 At 1 August 2005 2,913 701Retained profit for theyear - 2,990Premium on allotment duringthe year 30 -Cost of issue of shares - -At 31 July 2006 2,943 3,691 The Company Share premium Profit and loss account account £'000 £'000 At 1 August 2005 2,913 701Retained profit for the year - 1,137Premium on allotment duringthe year 30 -Cost of issue of shares - -At 31 July 2006 2,943 1,838 19 NET CASH FLOW FROM OPERATING ACTIVITIES 2006 2005 £'000 £'000Net cash inflow from operating activitiesOperating profit 3,862 961Depreciation 38 17(Increase) in debtors (2,930) (263)Increase in creditors 1,926 434 Net cash inflow from operating activities 2,896 1,149 20 Reconciliation of movements in shareholders' funds 2006 2005 £'000 £'000 Profit on ordinary activities after taxation 2,990 691Dividends - (436)Profit for the financial year 2,990 255Premium on issue of shares 30 -Net issue of share capital 1 2,732Repurchase of own share capital - (170)Net increase in shareholders' funds 3,021 2,817Opening shareholders funds 3,747 930Closing shareholders funds 6,768 3,747 21 Reconciliation of net cash flow to movement in net debt 2006 2005 £'000 £'000 Increase in cash in the year 1,750 2,819 Repayment of loans - 264Movement in net cash in the year 1,750 3,083Net cash at beginning of year 3,796 713Net cash at end of year 5,546 3,796 22 Acquisition On 30 July 2006 the Group acquired the assets and trade of Siraj Marketing andResearch Consultancy (Siraj) for a consideration of £1.3m in cash and deferredconsideration. Goodwill arising on the acquisition has been capitalised and willbe written off over its useful estimated life. The purchase of Siraj has beenaccounted for by the acquisition method of accounting. The assets and liabilities of Siraj acquired were as follows: Book value Revaluation Accounting Other Fair value policy adjustments adjustments £'000 £'000 £'000 £'000 £'000Tangible fixedassets 2 - - - 2 Current assetsDebtors 218 - - - 218Bank and cash 68 - - - 68Total assets 288 - - - 288CreditorsOthercreditors 45 - - - 45Accruals 92 - - - 92 Totalliabilities 137 - - - 137Net assets 151 - - - 151Purchasedgoodwillcapitalised 1,171 1,322Satisfied by:Cash 847Deferredconsideration 475 1,322 The results of Siraj for the period from the beginning of the subsidiary'sfinancial year to the date of acquisition and also the comparative year to 30September 2005 are as follows: 1 October 2005 Year ended 30 - 30 July 2006 September 2005 £'000 £'000 Turnover 561 349 Operatingprofit 110 31 Profit beforetax 110 31 Profit aftertax 110 31 23 Capital commitments Neither the Group nor the Company had any capital commitments at 31 July 2006 orat 31 July 2005. 24 Leasing commitmeNTS Operating lease payments amounting to £102,000 (2005: £55,000) are due withinone year. The leases to which these amounts relate expire as follows: 2006 2005 Land and Other Land and Other buildings buildings £'000 £'000 £'000 £'000 In one year or less 47 2 - 2Between one and fiveyears 53 - 53 -In five years or more - - - - 100 2 53 2 25 Post balance sheet events There have been no significant post balance sheet events. 26 Transactions with directors and other related parties There have been no transactions with directors during the year. During the year sales were made to Endemol UK totalling £19,000. Endemol UK is acompany which Peter Bazalgette, a non-executive director of YouGov plc, is adirector. The sale was made at arms length and on usual commercial terms. As at31 July 2006 Endemol UK owed YouGov plc £22,325. During the year goods and services were procured from Hawkshead Limitedtotalling £35,240. Hawkshead Limited is a company which Peter Bazalgette, anon-executive director of YouGov plc, is a director. The purchases were made atan arms length and on usual commercial terms. As at 31 July 2006 YouGov plc owedHawkshead Limited £nil. 27 Non statutory financial information The financial information set out in this preliminary announcement does notconstitute statutory accounts as defined in section 240 of the Companies Act1985. The summarised balance sheet at 31 July 2006 and the summarised profit and lossaccount, summarised cash flow statement and associated notes for the year thenended have been extracted from the Group's financial statements. Thosefinancial statements have not yet been delivered to the Registrar. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
YouGov