TIDMTRS
RNS Number : 1291L
Tarsus Group PLC
27 July 2011
Tarsus Group plc
27 July 2011
Interim Results for the six months ended 30 June 2011
"Strong forward bookings gives good momentum for second
half"
Tarsus Group plc ('Tarsus', the 'Group' or 'Company'), the
international business-to-business media group is pleased to
announce its interim results for the six months ended 30 June
2011.
Financial Highlights:
-- Revenue up 14% to GBP19.2m (vs. 2010 GBP16.9m)
-- Like-for-like revenue up 7% (vs. 2010)
-- Adjusted profit before tax GBP0.6m (2010: GBP1.1m)
-- Adjusted EPS of 0.1p (2010 : 0.8p)
-- Net debt down 46% to GBP17.3m (2010: GBP31.9m)
-- Interim dividend increased 5% to 2.1p (2010: 2.0p)
Operational Highlights:
-- Acceleration of forward bookings across the portfolio
-- Medical - education / online strong
-- Largest ever Off Price show in February 2011 (revenues
+10%)
-- Very encouraging performance from Emerging Markets
- Dubai revenues +12%
- Hope (China) revenues +11%
-- France revenues down 6% - better performance expected in
second half
-- IFO (Turkey) acquisition completed 7 June 2011
-- Prestigious AEO marketing award won for a record 3(rd)
time
Outlook:
-- Benefits of strategy evident and confidence reflected in
increased dividend
-- Key Labelexpo Europe and Dubai Airshow events sales tracking
well
-- Forward bookings currently stand at 87% of anticipated full
year revenues (2010 77%)
Neville Buch, Chairman, commented:
"In March, we expressed confidence that a recovery was underway.
That confidence has grown and is reflected in the Board's decision
to increase the interim dividend. The first half of the year has
seen a good performance from our main events with the exception of
France which continues to lag.
The important Labelexpo Europe and Dubai Airshow events are
tracking ahead of their corresponding events in 2009. The
performance of the Medical division is encouraging with a
particularly strong performance from our education / online
products.
Our investment in China is gaining momentum with a good first
half from Hope and a positive trading outlook for the second
half.
As part of our stated 50/13 strategy, and in-line with our
acquisition criteria, we were pleased to acquire the Turkish
exhibition business IFO in June. IFO brings an experienced
management team, well established exhibitions and an entree to a
growing emerging market.
Forward bookings remain strong and currently stand at 87% of
anticipated full year revenues (2010: 77%). The Group continues to
strive for growth both organically and through selective value
enhancing acquisitions."
FOR FURTHER INFORMATION, PLEASE CONTACT
Tarsus Group plc:
Douglas Emslie, Group Managing Director 020 8846 2700
Dan O'Brien, Group Finance Director 020 8846 2700
Media
Madano Partnership:
Matthew Moth 020 7593 4000
The Company will be hosting a presentation to analysts at
12.30pm today at the offices of Investec, 2 Gresham Street, London,
EC2V 7QP. A webcast of the presentation will be available on
Tarsus's website (www.tarsus.com) from 9.30am tomorrow.
Overview
2011 has started well, with increased economic confidence
noticeable in our emerging markets' portfolio. The Off Price and
Medical events in the US also continued to perform well. The key
trend in the first half of the year has been the acceleration in
forward bookings as exhibitors have gained confidence and sought to
grow their revenues. Whilst trading is very heavily weighted
towards the second half, this first half performance augers well
for the full year driven by our important Labelexpo Europe and the
Dubai Airshow events.
The acquisition of IFO in Turkey was an important step in the
delivery of our 50/13 strategy. It is a major operator in the
region and has a portfolio of market leading events which, combined
with a strong management team, gives us a strong platform for
growth in the region. The integration of IFO into the Group is
progressing in line with our acquisition plan. We are looking to
expand IFO's existing events, develop new products as well as
looking to add other events in the region.
The successful placing of 11,347,517 new ordinary shares in May,
which raised GBP15 million net of expenses, has strengthened our
balance sheet and coupled with improved cash flow has resulted in a
40% reduction in net debt to GBP17.3 million from GBP28.6m at the
beginning of the year.
We continue to evaluate selective acquisition opportunities but
will adhere to our strict criteria of geography, sector and
valuation.
Financial Review
Group revenue for the period was GBP19.2 million (2010: GBP16.9
million) - an increase of 14% on the same period last year, with
underlying like-for-like growth of 7%.
Loss before tax was GBP1.5 million (2010: loss GBP0.5 million)
and adjusted profit before tax was GBP0.6 million (2010: GBP1.1
million). This performance reflects both the increased interest
costs in the period before the receipt of the proceeds from the
equity fundraising and the increased overheads in advance of the
strong programme of events scheduled for the second half of 2011.
The Group incurred exceptional costs of GBP0.4 million in respect
of acquisition costs that were expensed.
Basic loss per share was 2.3p (2010: 1.6p) whilst adjusted
earnings per share were 0.1p (2010: 0.8p).
Operating cash flow continued to be very strong with GBP3.1
million generated in the period (2010: GBP1.6 million). Operating
cash conversion continued to be high at 219% reflecting the
difference in timing between cash collection and profit recognition
of our large biennial events. Net debt reduced significantly and at
30 June 2011 was GBP17.3 million (2010: GBP31.9 million). The
Group's balance sheet position is strong and provides a robust
foundation for the business.
On 19 May 2011, the Group announced the acquisition of 75% of
the issued share capital of Istanbul based IFO, one of the largest
independent exhibition businesses in Turkey, for up to GBP10.0
million in aggregate payable in cash.
On 7 June 2011, the Group announced the successful completion of
the placing of 11,347,517 new ordinary shares raising GBP15.0
million net of expenses. These proceeds were used to finance the
acquisition of IFO, reduce the Group's indebtedness and provide
additional working capital for the Group.
The Directors are proposing an interim dividend of 2.1p per
share (2010: 2.0p). The interim dividend will be paid on 19 January
2012 to Shareholders on the Register of Members of the Company on 9
December 2011. We will continue to offer a scrip alternative.
Geographic Analysis
USA - strong performance across the portfolio
Europe - difficult first half in France
Emerging Markets - good performance in both Middle East and
China; Turkey off to
good start
US Europe Emerging Markets
----------------- ------------ ------------ -------------------
GBP'm 2011 2010 2011 2010 2011 2010
----------------- ----- ----- ----- ----- --------- --------
Revenue 6.5 6.2 7.1 7.4 5.7 3.3
----------------- ----- ----- ----- ----- --------- --------
Adjusted Profit
before tax 2.0 1.9 0.1 0.4 0.5 0.1
----------------- ----- ----- ----- ----- --------- --------
USA
The February Off Price was yet another record event with
revenues up 10% compared with the equivalent 2010 event. Continuing
demand for 'value' product is driving growth. Our expansion into
footwear and accessories has been well received by the market and
the August edition is tracking well.
Sales in our Medical Division were up 12% in the period with
education / online products showing strong growth. The launch of
the online educational business internationally has been well
received. As highlighted at our Autumn Investor Presentation in
London last year, growth in 'wellness' is driving strong demand for
both existing and new products.
EUROPE
French sales were down 6% in the first half. The smaller events,
which are skewed towards the first half, continue to lag behind the
recovery being seen in the larger events. The largest exhibition in
the period, Modamont, performed relatively well with revenues at a
similar level to the 2010 event. Sales for the September Modamont
event are tracking ahead of the 2010 edition. It is pleasing that
bookings for 3 out of 4 of our major events in the second half are
now ahead of their 2010 editions.
Sales for the major Labelexpo Europe event in September are
already ahead of its 2009 event level.
EMERGING MARKETS
Our emerging markets portfolio of events saw good growth in the
period with notable performances in Dubai from GESS (education
supplies) and Gulf Pack & Print. We also hosted the first Al
Ain aerobatic show in partnership with the Abu Dhabi Tourist
Authority. Customer expectations for the Dubai Airshow have risen
following the success of the recent Paris Airshow. Bookings are now
ahead of the corresponding 2009 show and we are increasingly
confident of a record show for 2011.
Hope (China) had a successful first half with sales up 11% and
positive momentum has continued into the second half.
REW, our waste recycling exhibition, was the first Turkish event
to take place under our ownership and performed in-line with
pre-acquisition expectations.
Outlook
In what remains a relatively subdued global economy we are
seeing encouraging trends. Forward bookings remain strong and
currently stand at 87% of anticipated full year revenues (2010:
77%). Our major second half events are tracking well and the
benefits of the Group's strategy are becoming more evident.
The second half of 2011 will be the most significant trading
period in the Group's history with major events taking place in the
main geographies where we operate. The momentum we carry forward
from the first half should herald a strong performance in the
second half.
We have made good progress on our long term strategy of
increasing our exposure to Emerging Markets (Project 50/13).
Approximately 37% of 2011 Group revenues, on a pro-forma basis,
will be derived from these geographies and we remain on track to
hit 50% by 2013. The Group continues to strive for growth both
organically and through selective value enhancing acquisitions.
Neville Buch Douglas Emslie
27 July 2011
INDEPENDENT REVIEW REPORT TO TARSUS GROUP plc
We have been engaged by the company to review the condensed set
of financial statements in the half-yearly financial report for the
six months ended 30 June 2011 which comprises the Condensed
Consolidated Interim Income Statement, Condensed Consolidated
Interim Statement of Comprehensive Income, Condensed Consolidated
Interim Statement of Financial Position, Condensed Consolidated
Interim Statement of Changes in Equity, Condensed Consolidated
Interim Statement of Cash Flows and the related notes. We have read
the other information contained in the half-yearly financial report
and considered whether it contains any apparent misstatements or
material inconsistencies with the information in the condensed set
of financial statements.
This report is made solely to the company in accordance with the
terms of our engagement. Our review has been undertaken so that we
might state to the company those matters we are required to state
to it in this report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility
to anyone other than the company for our review work, for this
report, or for the conclusions we have reached.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and
has been approved by, the directors. The directors are responsible
for preparing the half-yearly financial report in accordance with
the Disclosure and Transparency Rules of the United Kingdom's
Financial Services Authority.
As disclosed in note 2, the annual financial statements of the
group are prepared in accordance with IFRSs as adopted by the
European Union. The condensed set of financial statements included
in this half-yearly financial report has been prepared in
accordance with International Accounting Standard 34, Interim
Financial Reporting, as adopted by the European Union.
Our responsibility
Our responsibility is to express to the company a conclusion on
the condensed set of financial statements in the half-yearly
financial report based on our review.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410, 'Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity' issued by the Auditing Practices Board for use in
the United Kingdom. A review of interim financial information
consists of making enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other
review procedures. A review is substantially less in scope than an
audit conducted in accordance with International Standards on
Auditing (UK and Ireland) and consequently does not enable us to
obtain assurance that we would become aware of all significant
matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six months ended 30
June 2011 is not prepared, in all material respects, in accordance
with International Accounting Standard 34 as adopted by the
European Union and the Disclosure and Transparency Rules of the
United Kingdom's Financial Services Authority.
PKF (UK) LLP
27 July 2011
London, UK
CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT
For the six months ended 30 June
2011 2010
Notes GBP000 GBP000
Unaudited Unaudited
Revenue 7 19,233 16,882
Operating costs (19,694) (16,822)
---------- ----------
Operating loss/profit (461) 60
Finance costs (1,078) (607)
---------- ----------
Loss before taxation (1,539) (547)
Taxation credit / (charge) 8 98 (190)
---------- ----------
Loss for the financial period (1,441) (737)
========== ==========
Loss for the financial period
attributable to equity shareholders
of the parent company (1,771) (1,072)
Profit for the financial period
attributable to non- controlling
interests 330 335
---------- ----------
(1,441) (737)
========== ==========
Notes 2011 2010
Unaudited Unaudited
Loss per share (pence) 9
- basic (2.3) (1.6)
- diluted (2.3) (1.6)
CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE
INCOME
For the six months ended 30 June
2011 2010
Notes GBP000 GBP000
Unaudited Unaudited
Loss for the financial period (1,441) (737)
Other comprehensive income:
Foreign exchange translation
differences
Cash flow hedges: 4,378
Losses during the period 13 237 (221) (-)
Other comprehensive income 16 4,378
Total comprehensive (expense)
/ income for the period (1,425) 3,641
========== ==========
Attributable to:
Equity holders of the parent
company (1,755) 3,306
Non-controlling interests 330 335
---------- ----------
Total comprehensive (expense)
/ income for the period (1,425) 3,641
========== ==========
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL
POSITION
31
30 June 30 June December
2011 2010 2010
Notes GBP000 GBP000 GBP000
Restated
Unaudited Unaudited Audited
NON-CURRENT ASSETS
Property, plant and equipment 2,012 1,226 1,314
Intangible assets 10 100,424 97,842 93,441
Other investments 1 - 1
Deferred tax assets 989 1,274 1,242
103,426 100,342 95,998
CURRENT ASSETS
Trade and other receivables 14,034 15,380 13,305
Cash and cash equivalents 14,580 5,849 10,968
---------- ---------- ---------
28,614 21,229 24,273
CURRENT LIABILITIES
Trade and other payables (19,055) (13,725) (15,546)
Deferred income (25,996) (20,076) (20,332)
Interest bearing loans and borrowings (1,875) (8,900) (2,750)
Liabilities for current tax (4,719) (3,769) (5,009)
---------- ---------- ---------
(51,645) (46,470) (43,637)
---------- ---------- ---------
NET CURRENT LIABILITIES (23,031) (25,241) (19,364)
---------- ---------- ---------
TOTAL ASSETS LESS CURRENT LIABILITIES 80,395 75,101 76,634
NON-CURRENT LIABILITIES
Other payables (4,099) (3,069) (6,160)
Deferred tax liability (3,774) (4,585) (3,703)
Interest bearing loans and borrowings (28,807) (28,485) (35,889)
---------- ---------- ---------
(36,680) (36,139) (45,752)
---------- ---------- ---------
NET ASSETS 43,715 38,962 30,882
========== ========== =========
EQUITY
Share capital 4,342 3,465 3,757
Share premium account 26,723 6,295 12,133
Other reserves (5,208) 173 (5,224)
Retained earnings 16,802 27,625 20,037
---------- ---------- ---------
Issued capital and reserves attributable
to equity holders of the parent 42,659 37,558 30,703
NON CONTROLLING INTEREST 1,056 1,404 179
---------- ---------- ---------
TOTAL EQUITY 43,715 38,962 30,882
======= ========== =====================
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN
EQUITY
Attributable to equity
holders of the parent
------
Share Capital Fair Foreign
Share premium Reorganisation redemption value exchange Retained Non-controlling
Notes capital account reserve reserve reserve reserve earnings interest Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
As at 30 June
2011:
Recognised
foreign
exchange gain
for the period - - - - - 237 - - 237
Decrease in Fair
Value of
hedging
derivatives - - - - (221) - - - (221)
Non-controlling
interest profit -
for the period - - - - - - - 330 330
Loss
attributable to
shareholders - - - - - - (1,771) - (1,771)
-------- -------- --------------- ----------- -------- ---------- --------- ---------------- --------
Total
comprehensive
result for the
period - - - - (221) 237 (1,771) 330 (1,425)
Scrip dividend 1 12 - - - - - - 13
New share
capital
subscribed 584 15,711 - - - - - - 16,295
Cost of shares
issued - (1,133) - - - - - - (1,133)
Share option
charge - - - - - - 105 - 105
Movement in
reserves
relating to
deferred tax - - - - - - (90) (90)
Dividend paid - - - - - - (1,479) - (1,479)
Acquisition of
non-controlling
interests - - - - - - - 547 547
Net change in
shareholders'
funds 585 14,590 - - (221) 237 (3,235) 877 12,833
Opening equity
shareholders'
funds 3,757 12,133 6,013 (443) 14 (10,808) 23,565 179 34,410
Prior
restatement -
in year effect 16 - - - - - - (3,528) - (3,528)
Restated Opening
equity
shareholders'
funds 3,757 12,133 6,013 (443) 14 (10,808) 20,037 179 30,882
-------- -------- --------------- ----------- -------- ---------- --------- ---------------- --------
Closing equity
shareholders'
funds 4,342 26,723 6,013 (443) (207) (10,571) 16,802 1,056 43,715
------ ======== ======== =============== =========== ======== ========== ========= ================ ========
Attributable to equity holders
of the parent
Share Capital Fair Foreign
Share premium Reorganisation redemption value exchange Retained Non-controlling
capital account reserve reserve reserve reserve earnings interest Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
As at 30 June
2010:
Recognised
foreign
exchange gain
for the period - - - - 4,378 - - 4,378
-
Non-controlling
interest profit
for the period - - - - - - - 335 335
Loss
attributable to
shareholders - - - - - - (1,072) - (1,072)
-------- -------- --------------- ----------- -------- ---------- --------- ---------------- --------
Total
comprehensive
result for the
period - - - - - 4,378 (1,072) 335 3,641
New share
capital
subscribed 43 262 - - - - - - 305
Share option
charge - - - - - - 203 - 203
Dividend paid to
non-controlling
interest - - - - - - - (404) (404)
-------- -------- --------------- ----------- -------- ---------- --------- ---------------- --------
Net change in
shareholders'
funds 43 262 - - - 4,378 (869) (69) 3,745
Opening equity
shareholders'
funds 3,422 6,033 6,013 (443) - (9,775) 28,494 1,473 35,217
-------- -------- ----------- -------- ---------- --------- ---------------- --------
Closing equity
shareholders'
funds 3,465 6,295 6,013 (443) - (5,397) 27,625 1,404 38,962
======== ======== =============== =========== ======== ========== ========= ================ ========
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
For the six months ended 30 June
2011 2010
GBP000 GBP000
Unaudited Unaudited
Cash flows from operating activities
Loss for the period (1,441) (737)
Adjustments for:
Depreciation 249 190
Amortisation 1,505 1,422
Share option charge 105 203
Taxation (credit) / charge (98) 190
Net interest 1,078 607
---------- ----------
Operating cashflow before changes in
working capital and provisions 1,398 1,875
Increase in trade and other receivables (970) (180)
Decrease / (increase) in current trade
and other payables 2,689 (107)
Cash generated from operations 3,117 1,588
Interest paid (1,303) (1,826)
Income taxes paid (394) (589)
---------- ----------
Net cash from operating activities 1,420 (827)
---------- ----------
Cash flows from investing activities
Acquisition of property, plant and
equipment (280) (346)
Acquisition of intangible assets (109) -
Acquisition of subsidiary - cash paid (3,041) -
Acquisition of subsidiary - cash acquired 652
Deferred and contingent consideration
paid (1,094) (1,293)
---------- ----------
Net cash outflow from investing activities (3,872) (1,639)
---------- ----------
Cash flows from financing activities
Repayment of borrowings (7,956) (931)
Proceeds from the issue of share capital 16,270 281
Cost of share issue (628) -
Dividends paid to shareholders of parent
company (1,467) -
Dividends paid to minority shareholders
in subsidiary companies - (404)
---------- ----------
Net cash inflow / (outflow) from financing
activities 6,219 (1,054)
---------- ----------
Net increase/ (decrease) in cash and
cash equivalents 3,767 (3,520)
Opening cash and cash equivalents 10,968 9,286
Effect of exchange rate fluctuations
on cash held (155) 83
Closing cash and cash equivalents 14,580 5,849
---------- ----------
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
1. REPORTING ENTITY
Tarsus Group plc (the "Company") is a company incorporated in
Jersey and resident in Ireland. The condensed consolidated interim
financial statements of the Company as at and for the six months
ended 30 June 2011 comprise the Company and its subsidiaries
(together referred to as the "Group") and the Group's interest in
jointly controlled entities.
The consolidated financial statements of the Group as at and for
the year ended 31 December 2010 are available upon request from the
Company Secretary at 17 Upper Pembroke Street, Dublin 2,
Ireland.
2. STATEMENT OF COMPLIANCE
These condensed consolidated interim financial statements have
been prepared in accordance with International Financial Reporting
Standard (IFRS) IAS 34 Interim Financial Reporting. They do not
constitute the Group's statutory accounts.
The interim financial statements should be read in conjunction
with the consolidated financial statements of the Group as at and
for the year ended 31 December 2010 which were prepared under
International Financial Reporting Standards, as adopted by the
European Union, and have been reported on by the Company's
auditors. The auditors' report was unqualified.
The interim financial statements were approved by a duly
appointed and authorised committee of the Board of Directors on 25
July 2011. The interim financial statements are unaudited but have
been reviewed by the auditors as set out in their report.
3. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies applied by the Group in these condensed
consolidated interim financial statements are the same as those
applied by the Group in its consolidated financial statements as at
and for the year ended 31 December 2010.
4. ESTIMATES
The preparation of consolidated interim financial statements
requires management to make judgments, estimates and assumptions
that affect the application of accounting policies and the reported
amounts of assets and liabilities, income and expense. Actual
results may differ from these estimates.
In preparing these condensed consolidated interim financial
statements, the significant judgements made by management in
applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those that applied to the
consolidated financial statements as at and for the year ended 31
December 2010.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(CONTINUED)
5. FINANCIAL RISK MANAGEMENT
The Group's financial risk management objectives and policies
are consistent with those disclosed in the consolidated financial
statements as at and for the year ended 31 December 2010.
6. PROFIT AND LOSS ANALYSIS
The following analysis illustrates the performance of the
Group's activities, and reconciles the Group's profit, as shown in
the condensed consolidated interim income statement, to adjusted
profits. Adjusted profit is presented to provide a better
indication of overall financial performance and to reflect how the
business is managed and measured on a day-to-day basis. The
adjusted profit excludes share option charges, amortisation of
intangible assets and unwinding of discount charges.
Six months Six months
to 30 June to 30 June
2011 2010
GBP000 GBP000
Unaudited Unaudited
Loss for the financial period after
taxation (1,441) (737)
Add back:
Taxation (credit) / charge (98) 190
------------ ------------
(1,539) (547)
Add back:
Exceptional costs 419 -
Charge for share options 105 203
Amortisation charge 1,505 1,422
Unwinding of discount - Contingent
consideration 116 -
Adjusted profit before tax 606 1,078
------------ ------------
In 2011, the Group incurred exceptional one-off costs resulting
from acquisition costs expensed following the adoption of IFRS 3
(revised) - Business combinations (GBP0.4 million). NOTES TO THE
CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (CONTINUED)
7. SEGMENTAL ANALYSIS
As at 30 June 2011, the Group is organised into three main
operating segments - Europe, USA and Emerging Markets. These
segments are the basis on which the Group reports its segment
information for management purposes.
The main activities of all segments are the production of
exhibitions, conferences, magazines, directories and online
media.
The following table sets out the revenue and profit information
for the Group's operating segments:
Six months ended 30 June 2011
Unaudited
Emerging Central
Europe USA Markets costs Group
GBP000 GBP000 GBP000 GBP000 GBP000
Revenue 7,124 6,451 5,658 - 19,233
-------- -------- --------- -------- --------
Profit/ (loss) from
operating activities 107 1,967 511 (3,046) (461)
Financing costs (1,078) (1,078)
Profit/ (loss) before tax 107 1,967 511 (4,124) (1,539)
Exceptional costs - - - 419 419
Amortisation of intangible
assets - - - 1,505 1,505
Cost of share options - - - 105 105
Unwinding of discount -
Contingent consideration - - - 116 116
-------- -------- --------- --------
Adjusted profit before
tax* 107 1,967 511 (1,979) 606
======== ======== ========= ======== ========
Six months ended 30 June 2010
Unaudited
Emerging Central
Europe USA Markets costs Group
GBP000 GBP000 GBP000 GBP000 GBP000
Revenue 7,371 6,229 3,282 - 16,882
-------- -------- --------- -------- --------
Profit/ (loss) from
operating activities 435 1,910 90 (2,375) 60
Financing costs - - - (607) (607)
Profit/ (loss) before tax 435 1,910 90 (2,982) (547)
Amortisation of intangible
assets - - - 1,422 1,422
Cost of share options - - - 203 203
Adjusted profit before
tax* 435 1,910 90 (1,357) 1,078
======== ======== ========= ======== ========
* Adjusted profit before tax represents Group profit before tax
excluding share option charges, amortisation of intangible assets
and unwinding of discount charges. This is the same measure as
given in note 6.
7. SEGMENTAL ANALYSIS (CONTINUED)
Non-current assets have significantly increased due to the
acquisition of IFO. The segmental analysis of non-current assets is
as follows:
Non-current assets
Unaudited
Emerging Central
Europe USA Markets costs Group
GBP000 GBP000 GBP000 GBP000 GBP000
As at 30 June 2011 34,209 39,918 28,310 - 102,437
======== ======== ========= ======== ========
Non-current assets
Audited
Emerging Central
Europe USA Markets costs Group
GBP000 GBP000 GBP000 GBP000 GBP000
As at 31 December 2010 32,901 41,450 20,404 - 94,755
======== ======== ========= ======== ========
8. INCOME TAX EXPENSE
The taxation charge for the six months ended 30 June 2011 is
based upon the estimated effective tax rate of 17% on adjusted
profit before tax (2010: 17%) for the year ending 31 December
2011.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(CONTINUED)
9. EARNINGS PER SHARE
Six months Six months
to 30 June to 30 June
2011 2010
Unaudited Unaudited
Basic loss per share (pence) (2.3) (1.6)
Diluted loss per share (pence) (2.3) (1.6)
Adjusted earnings per share (pence) 0.1 0.8
Adjusted diluted earnings per share (pence) 0.1 0.8
Basic earnings per share
Basic earnings per share has been calculated on loss after tax
attributable to ordinary shareholders for the six months of
GBP1,771,000 (June 2010: Loss of GBP1,072,000) and 75,912,421 (June
2010: 68,593,682) ordinary shares, being the weighted average
number of shares in issue during the period.
Diluted earnings per share
Diluted earnings per share has been calculated on the loss after
tax attributable to ordinary shareholders for the six months of
GBP1,771,000 (June 2010: Loss of GBP1,072,000) and 77,217,386 (June
2010: 68,995,977) ordinary shares, being the weighted average
number of shares in issue during the period.
Adjusted earnings per share
The adjusted earnings per share has been calculated using profit
after tax attributable to equity shareholders, adjusted for
exceptional costs, share option charges, amortisation charges, and
loss/profit on disposal of intangible assets, of GBP79,000 (June
2010: Profit of GBP560,000) and 75,912,421 (June 2010: 68,593,682)
ordinary shares, being the weighted average number of shares in
issue during the year.
Adjusted diluted earnings per share
Adjusted diluted earnings per share is calculated using profit
after tax attributable to equity shareholders, adjusted for
exceptional costs, share option charges, amortisation charges, and
loss/profit on disposal of intangible assets, of GBP79,000 (June
2010: Profit of GBP560,000) and 77,217,386 (June 2010: 68,995,977)
ordinary shares, being the diluted weighted average number of
shares in issue during the year.
Weighted average number of ordinary shares (diluted):
Six months Six months
to 30 June to 30 June
2011 2010
Unaudited Unaudited
Weighted average number of ordinary shares 75,912,421 68,593,682
Effect of share options 1,304,965 402,295
------------ ------------
Weighted average number of ordinary shares
(diluted) 77,217,386 68,995,977
============ ============
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(CONTINUED)
10. INTANGIBLE FIXED ASSETS
Trademarks
Goodwill and Lists Total
GBP000 GBP000 GBP000
Unaudited Unaudited Unaudited
Cost:
At 1 January 2011 74,378 30,390 104,768
Acquisitions 6,395 1,559 7,954
Additions - 109 109
Foreign exchange adjustments 53 (275) (222)
Adjustment to contingent consideration 507 - 507
========== =========== ==========
At 30 June 2011 81,333 31,783 113,116
========== =========== ==========
Amortisation:
At 1 January 2011 369 10,958 11,327
Amortisation charge - 1,505 1,505
Foreign exchange adjustments - (140) (140)
---------- ----------- ----------
At 30 June 2010 369 12,323 12,692
========== =========== ==========
Net book values:
---------- ----------- ----------
At 30 June 2011 80,964 19,460 100,424
========== =========== ==========
At 31 December 2010 74,009 19,432 93,441
========== =========== ==========
At 30 June 2010 75,358 22,484 97,842
======= ======= =======
11. ACQUISITIONS
The Group completed one acquisition during 2011, in line with
the Group's "Project 50/13" strategy of expansion into emerging
markets and specifically the fast-growing Turkish economy.
Effective date Name Type of business Percentage acquired
7 June 2011 Istanbul Fuar Hizmetleri A.S. ('IFO') Exhibition
business 75%
The following table sets out the book values of the identifiable
assets and liabilities acquired and their fair value to the Group,
in respect of the acquisition made during 2011:
IFO
Carrying value Adjustments Fair value
GBP000 GBP000 GBP000
Property, plant and equipment 653 653
Other intangibles and acquisitions 23 1,536 1,559
Trade and other debtors 450 450
Cash and cash equivalents 652 652
Trade and other payables (738) (738)
Deferred tax liability (390) (390)
-------- -------- ------
1,040 1,146 2,186
Non-controlling interest (25%) (547)
Net assets acquired 1,639
Goodwill arising on acquisition 6,395
Consideration paid and costs incurred:
Satisfied in cash 3,041
Contingent consideration (less than 1 year) 4,993
Total consideration and costs incurred 8,034
Consideration paid in cash 3,041
Cash acquired (652)
Total net cash outflow 2,389
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(CONTINUED)
11. ACQUISITIONS (CONTINUED)
The values used in accounting for the identifiable assets and
liabilities and related contingent consideration of this
acquisition are estimates and are therefore provisional in nature
at the balance sheet date, due to the proximity of the date of
acquisition to the period end. If necessary, adjustments will be
made to these carrying values and the related goodwill, within 12
months of the acquisition date. The non-controlling interest is
measured as their proportionate share of the fair value of the net
assets.
Contingent consideration relates to payments to vendors, payable
after completion, that are dependent on the outcome of future
events. This contingent consideration is dependent on the future
financial performances of the various exhibitions, conferences and
publications acquired during 2011.
From the date of acquisition to 30 June 2011, the acquisition
has contributed GBP0.7 million to the Group revenue.
Goodwill of GBP6.4 million, recognised on this acquisition,
relates to certain assets that cannot be separated and reliably
measured. These items include sector knowledge, customer loyalty
and the anticipated future profitability that the Group can bring
to the business acquired.
12. DIVIDENDS
The following dividends were paid and proposed by the Group:
For the six months ended 30 June
2011 2010
GBP000 GBP000
Unaudited Unaudited
Dividend paid in cash or scrip
2010 interim dividend (2.0p per share) 1,479 -
========== ==========
Dividend paid and proposed post this period
2010 final dividend paid (4.0p per share) 2,963 -
Dividend proposed in the period (2.1p /
2.0p per share) 1,823 1,386
========== ==========
13. FOREIGN EXCHANGE TRANSLATION DIFFERENCES
Other Comprehensive Income includes foreign exchange translation
gains of GBP0.2 million (2010: gain of GBP4.4 million) relating to
the retranslation of foreign currency denominated net assets,
including goodwill.
14. RELATED PARTIES
As at 30 June 2011, directors of the company controlled 11.7%
(31 December 2010: 13.5%) of the voting shares of the company.
Executive officers also participate in the Group's share option
programme and share acquisition plan.
15. ISSUE OF SHARE CAPITAL
On 7 June 2011, the Group announced the successful completion of
the placing of 11,347,517 new ordinary shares raising GBP15.0
million net of expenses.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(CONTINUED)
16. DEFERRED CONTINGENT CONSIDERATION
The provision for consideration relating to the acquisition of
the remaining 20% interest in MCII Opco LLC, which took place on 18
August 2010, has been increased by GBP3.5m, being contingent
consideration. This revision has arisen following further review
and clarification of the conditions and facts relating to the
deferred contingent consideration. The consolidated statement of
financial position at 31 December 2010 has been restated by this
amount, the effect being to increase non-current liabilities by
GBP3.5m and decrease group retained earnings by the same amount.
There is no effect on the income statement.
Responsibility Statement of the Directors in respect of the
half-yearly financial report
We confirm that to the best of our knowledge:
-- the condensed set of financial statements, which has been
prepared in accordance with the applicable set of accounting
standards, gives a true and fair view of the assets, liabilities,
financial position and profit or loss of the Group;
-- the interim management report includes a fair review of the
information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being
an indication of important events that have occurred during the
first six months of the financial year and their impact on the
condensed set of financial statements; and a description of the
principal risks and uncertainties for the remaining six months of
the year; and
(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being
related party transactions that have taken place in the first six
months of the current financial year and that have materially
affected the financial position or performance of the entity during
that period; and any changes in the related party transactions
described in the last annual report that could do so.
Principal risks and uncertainties
The Board consider the principal risks and uncertainties
relating to the Group for the next six months to be the same as
detailed in our last Annual Report and Accounts to 31 December 2010
and include:
-- Economic and financial uncertainty
-- Events and exhibitions may be adversely affected by incidents
which can curtail travel
-- Expansion into new geographic regions subjects the group to
new operating risks
-- Fluctuations in exchange rates may affect the reported
results
-- The ability to implement and execute strategic plans depends
on the ability to attract and retain key management
Full details of the risks and uncertainties are detailed in the
Directors' Report of the 2010 accounts.
Douglas Emslie Dan O'Brien
Group Managing Director Group Finance Director
27 July 2011
This information is provided by RNS
The company news service from the London Stock Exchange
END
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