TIDMTRS
RNS Number : 5303K
Tarsus Group PLC
31 July 2013
31 July 2013
Tarsus Group plc
Record results in first half
Interim results for the six months ended 30 June 2013
Tarsus Group plc ('Tarsus', the 'Group' or 'Company'), the
international business-to-business media group, announces its
results for the six months ended 30 June 2013.
Financial highlights
Financial highlights - six months to 30
June
-----------------------------------------------------
2013 2012 2011
----------------------------- ------ ------ ------
Revenue (GBP'm) 26.0 19.2 19.2
----------------------------- ------ ------ ------
Adjusted profit before
tax* (GBP'm) 3.9 1.8 0.6
----------------------------- ------ ------ ------
Profit/ (loss) before tax
(GBP'm) 0.8 (0.2) (1.5)
----------------------------- ------ ------ ------
Adjusted EPS* (p) 2.6 1.0 0.1
----------------------------- ------ ------ ------
EPS (p) (0.9) (1.0) (2.3)
----------------------------- ------ ------ ------
Operating Cash Flow (GBP'm) 8.9 (0.8) 3.1
----------------------------- ------ ------ ------
Interim dividend per share
(p) 2.3 2.2 2.1
----------------------------- ------ ------ ------
-- Record results for first half of year
-- Like-for-like revenue up 8% on 2012 as adjusted for biennials and acquisitions
-- Strong underlying revenue growth driving profitability
-- Adjusted* profit and EPS up significantly
-- Operating cash inflow of GBP8.9m in period
-- Interim dividend up 5% to 2.3p (2012: 2.2p)
Operational highlights
-- Quality portfolio driving strong Group performance
-- Very strong performance from Emerging Markets with 13% like-for-like revenue growth
o Turkey like-for-like revenues +13%
o China like-for-like revenues +20%
o Dubai like-for-like revenues +6%
-- Further brand replications
-- Acquisition of 51% of PT Infrastructure Asia completed,
providing an important base in Indonesia
Outlook
-- Forward bookings currently 12% ahead of 2012
-- Labelexpo Europe and the Dubai Airshow both tracking well ahead of previous events
-- Focus on accelerating earnings growth
Douglas Emslie, Group Managing Director, said:
"Tarsus has delivered record results for the first six months of
the year with good like-for-like revenue growth.
"We are focused on delivering our "Quickening the Pace" strategy
and we have got off to a fast start. We continue to add value to
our portfolio of market leading events by replicating these brands
both domestically and internationally. The pace of brand
replications has quickened during the period.
"We have good visibility for the full year, especially from our
two largest events - the Dubai Airshow and Labelexpo Europe - and
we are confident of a positive full year outcome".
For further information contact:
Tarsus Group plc:
Douglas Emslie, Group Managing Director 020 8846 2700
Dan O'Brien, Group Finance Director
College Hill
Adrian Duffield / Kay Larsen 020 7457 2020
The Group will be hosting a presentation to analysts at 11.30am
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 on 1 August 2013.
Notes
*Reconciliation between reported profits and adjusted profits is
included in note 6.
Like-for-like revenues are after adjusting for the impact of
acquisitions, disposals, biennials and on a constant currency
basis.
Overview
At the start of 2013 Tarsus launched its "Quickening the Pace"
strategy. The core focus of Quickening the Pace is to accelerate
earnings per share growth. This is being driven by a combination of
geographical replications of major brands into fast growth
economies; organic growth from the existing portfolio; tight cost
control and selective bolt-on acquisitions in the US and Emerging
Markets.
The first half of 2013 has seen good progress in a number of
areas. Tarsus has successfully driven organic growth in its
existing portfolio, led by businesses in Turkey and China. Tarsus
has also announced the replication of a number of events and
completed the acquisition of a business in Indonesia.
The Group's financial performance continues to benefit from the
exposure of its portfolio to the Emerging Markets. Strong
underlying revenue growth across the business together with tight
cost control continues to drive improving margins.
The Group's Emerging Markets portfolio showed strong
like-for-like revenue growth of 13% in the first half of the year
with impressive performances from the Chinese and Turkish
businesses.
In February 2013 Tarsus acquired 51% of Indonesian exhibition
organiser PT Infrastructure Asia ("PTIA"). This acquisition has
provided the Group with an important base in the fast growing
Indonesian exhibition market.
Financial review
Group revenue for the period was GBP26.0 million (2012: GBP19.2
million). Adjusting for acquisitions and biennial shows, the Group
achieved underlying like-for-like revenue growth of 8% in the
quieter half of the year.
Adjusted profit before tax was GBP3.9 million (2012: GBP1.8
million), which reflects strong revenue growth in the portfolio
together with improved operational gearing as a result of the move
towards higher growth markets. The Group incurred exceptional costs
of GBP0.4 million in respect of completed and pending acquisitions.
Profit before tax was GBP0.8 million (2012: loss GBP0.2
million).*
Adjusted earnings per share were 2.6p (2012: 1.0p). Basic loss
per share was 0.9p (2012: 1.0p).
An interim dividend of 2.3p per share (2012: 2.2p) has been
declared and will be paid on 16 January 2014 to Shareholders on the
Register on 6 December 2013. The Group will continue to offer a
scrip alternative.
Operating cash inflow was GBP8.9 million (2012: outflow GBP0.8
million). Net debt at 30 June 2013 was GBP29.2 million (2012:
GBP19.6 million). The strong operating cash performance was helped
by the difference in timing between cash collections and payments
for the large biennial events. The main driver of the increase in
net debt across the first six months of 2013 was the payment of
GBP18.6 million in respect of recent acquisitions and deferred
consideration.
On 28 February 2013 Tarsus announced the acquisition of 51% of
PTIA in Indonesia for a total estimated consideration of up to
GBP1.8 million payable in cash, financed from existing cash and
bank facilities.
Note
*The reconciliation of adjusted profit before tax is shown in
note 6.
Operating review
Geographic Analysis
Emerging Markets - strong performance from China and Turkey
USA - continued growth
Europe - stable first half in France with outlook remaining cautious
Emerging Markets US Europe
----------------- --------------------- ------------------- ---------------------
GBP'm 2013 2012 2011 2013 2012 2011 2013 2012 2011
----------------- ------ ------ ----- ----- ----- ----- ------ ------ -----
Revenue 12.3 7.3 5.7 8.3 7.8 6.5 5.5 4.1 7.1
----------------- ------ ------ ----- ----- ----- ----- ------ ------ -----
Adjusted Profit
before tax 3.3 1.5 0.5 2.6 2.4 2.0 (0.1) (0.5) 0.1
----------------- ------ ------ ----- ----- ----- ----- ------ ------ -----
Emerging markets
The Group's Emerging Markets portfolio saw strong growth with
like-for-like growth of 13% across the division.
The Chinese operations saw a 20% like-for-like revenue increase
including a notable performance from the Hope joint venture,
continuing its strong growth. Tarsus' position in China was further
strengthened by the strong performance of the first event held by
the Group's 50% joint venture, GZ Auto, since that acquisition was
completed in December 2012.
The Group's Dubai portfolio achieved like-for-like revenue
growth of 6%. Tarsus' education event GESS performed very well with
excellent visitor attendance and revenues up strongly. Gulf Pack
and Print performed well in a difficult local commercial print
market.
In Turkey, the Group's portfolio continued its impressive
performance with revenues increasing 13% overall. The largest show
in the period was Asansor (Elevator event) - the first edition
under Tarsus' ownership. This performed excellently with revenues
up significantly on its previous edition. Ideal Home (Housewares
and Gift event) recorded revenue in line with expectations, its
growth limited by venue constraints. Yapi Dekor, the decorative
construction show in Ankara had its first edition under Tarsus'
ownership, and performed slightly ahead of pre-acquisition
expectations.
The most recent exhibition in Turkey was REW (the Recycling,
Environment Technologies and Waste Management International Fair) -
the third edition under Tarsus' ownership, which again achieved
revenue growth in line with management's expectations.
The Group has launched a number of replications of GZ Auto and
Zuchex into new territories, drawing on its international
experience and geographical expertise, following the acquisitions
of these events in recent years.
PTIA, the recently acquired Indonesian exhibition organiser,
recorded revenue of GBP0.1 million in the first half of 2013.
PTIA's main exhibition, IIICE (Infrastructure event), will be held
in November and bookings for the show are tracking in line with
expectations.
USA
Revenues across the Group's US operations increased by 6% on a
like-for-like basis.
Sales in the Medical division were at record levels with
educational products, including those delivered online, continuing
to show good growth. Work continues to broaden the market offering
of this division's educational products. The medical event held in
Orlando in April performed in line with management expectations and
this division is seeing a trend for the weighting of its revenues
to shift toward the second half of the year.
The February Off Price show in Las Vegas was another record
event. Bookings for the August edition of the exhibition are ahead
of its comparable 2012 iteration.
Europe
Like-for-like sales in France were largely flat in the quieter
first half of the year, with continued softness in IT events being
partially offset by a strong performance from event shows. With the
largest exhibitions taking place in the second half of the year,
the Group remains cautious for the full year outlook for
France.
Outlook
The Group's "Quickening the Pace" strategy has got off to a fast
start. Tarsus is already seeing the benefits with improved
financial performance and this is expected to increase as the
strategic momentum grows.
Whilst trading is heavily weighted towards the second half, the
Group's first half performance augurs well for the full year. The
outlook for the second half of 2013 is good with bookings for the
Group's two largest shows, the Dubai Airshow and Labelexpo Europe,
both well ahead of previous editions. Forward bookings across the
portfolio are strong and are currently 12% ahead of 2012 on a
like-for-like basis adjusting for acquisitions and biennial events.
Management remain confident of an excellent result for 2013.
Neville Buch Douglas Emslie
31 July 2013
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 2013 which comprises the Condensed
Consolidated Interim Income Statement, Condensed Consolidated
Interim statement of Comprehensive Income the Condensed
Consolidated Interim Statement of Financial Position, the Condensed
Consolidated Interim Statement of Cash Flows, Condensed
Consolidated InterimStatement of Changes in Equity and 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
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. Our work has been undertaken so that we might state to the
company those matters we are required to state to it in an
independent review 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 formed.
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 Conduct 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 inquiries, 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 2013 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 Conduct Authority.
Deloitte LLP
Chartered Accountants and Statutory Auditor
London, United Kingdom
31 July 2013
CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT
Note Period to 30 June 2013 Period to 30 June 2012
GBP'000 GBP'000
Unaudited Unaudited
Revenue 7 26,016 19,157
Share of joint venture 1,294 -
Operating costs (25,094) (18,671)
----------------------- -----------------------
Group operating profit 2,216 486
Finance costs (1,452) (648)
----------------------- -----------------------
Profit/(loss) before taxation 764 (162)
Taxation expense 8 (693) (71)
----------------------- -----------------------
Profit/(loss) for the financial year 71 (233)
======================= =======================
(Loss) for the financial year attributable to equity
shareholders of the parent company (833) (865)
Profit for the financial year attributable to
non-controlling interests 904 632
71 (233)
======================= =======================
Note Period to 30 June 2013 Period to 30 June 2012
Earnings per share (pence) 9
- basic (0.9) (1.0)
- diluted (0.9) (0.9)
CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE
INCOME
For the six months ended 30 June
Period to 30 June 2013 Period to 30 June 2012
GBP'000 GBP'000
Unaudited Unaudited
Profit/(loss) for the financial year 71 (233)
----------------------- -----------------------
Other comprehensive expense recognised directly in equity:
Cash flow hedge reserve - movement in fair value 338 (9)
Foreign exchange translation differences 3,112 (821)
Other comprehensive expense 3,450 (830)
Total comprehensive income/(expense) for the year 3,521 (1,063)
======================= =======================
Attributable to:
Equity shareholders of the parent company 2,617 (1,818)
Non-controlling interests 904 755
Total comprehensive income/(expense) for the year 3,521 (1,063)
======================= =======================
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL
POSITION
Note Period to 30 June 2013 Period to 30 June 2012 At 31 December 2012
GBP'000 GBP'000 GBP'000
Unaudited Unaudited Unaudited
NON-CURRENT ASSETS
Property, plant and equipment 1,365 1,509 1,424
Intangible assets 10 112,531 98,873 102,592
Investment in Joint Venture 12,365 - 11,058
Other investments 1 1 1
Deferred tax assets 684 728 1,122
126,946 101,111 116,197
CURRENT ASSETS
Trade and other receivables 23,735 19,692 22,679
Cash and cash equivalents 8,031 6,260 10,255
----------------------- ----------------------- --------------------
31,766 25,952 32,934
CURRENT LIABILITIES
Trade and other payables (18,982) (13,011) (32,376)
Deferred income (31,363) (24,328) (25,335)
Other interest bearing loans and - (1,250) -
borrowings
Liabilities for current tax (908) (1,832) (2,299)
----------------------- ----------------------- --------------------
(51,253) (40,421) (60,010)
----------------------- ----------------------- --------------------
NET CURRENT LIABILITIES (19,487) (14,469) (27,076)
----------------------- ----------------------- --------------------
TOTAL ASSETS LESS CURRENT LIABILITIES 107,459 86,642 89,121
----------------------- ----------------------- --------------------
NON-CURRENT LIABILITIES
Other payables (21,534) (13,688) (12,645)
Deferred tax liability (5,354) (4,600) (3,929)
Interest bearing loans and borrowings (38,025) (24,283) (25,519)
----------------------- ----------------------- --------------------
(64,913) (42,571) (42,093)
NET ASSETS 42,546 44,071 47,028
======================= ======================= ====================
EQUITY
Share capital 4,794 4,756 4,772
Share premium account 37,614 37,219 37,484
Other reserves (3,942) (6,055) (7,398)
Retained earnings 765 5,857 9,387
Issued capital and reserves
attributable to equity shareholders
of the parent 39,231 41,777 44,245
NON-CONTROLLING INTERESTS 3,315 2,294 2,783
TOTAL EQUITY 42,546 44,071 47,028
======================= ======================= ====================
The financial statements of Tarsus Group plc, registered number
101579 (Jersey), were approved by the board and authorised for
issue on 31 July 2013 and signed on its behalf by:
J D Emslie D P O'Brien
Group Managing Director Group Finance Director
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
Period to 30 June 2013 Period to 30 June 2012
Unaudited Unaudited
GBP'000 GBP'000
Cash flows from operating activities
Profit for the year 71 (233)
Adjustments for:
Depreciation 284 278
Amortisation & Impairment 1,911 1,579
Loss on disposal of intangible assets 7 -
Loss/(profit) on disposal of tangible assets 1 (57)
Share option charge 507 162
Taxation charge 693 71
Interest payable 1,452 648
Share of profit from joint ventures (1,294) -
Operating cash flow before changes in working capital 3,632 2,448
Decrease/(increase) in trade and other receivables 58 (2,901)
Increase/(decrease) in trade and other payables 5,257 (394)
Cash generated from operations 8,947 (847)
Interest paid (541) (862)
Income taxes paid (1,358) (987)
Net cash from operating activities 7,048 (2,696)
Cash flows from investing activities
Proceeds from sale of tangible fixed assets 64 44
Acquisition of property, plant & equipment (268) (129)
Acquisition of intangible fixed assets (27) (445)
Acquisition of subsidiary - cash paid (372) (10,461)
Acquisition of subsidiary - cash acquired 4 1,202
Deferred and contingent consideration paid (18,229) (2,032)
Net cash outflow from investing activities (18,828) (11,821)
----------------------- -----------------------
Cash flows from financing activities
Drawdown of borrowings 11,488 3,483
Proceeds from the issue of share capital 145 10,916
Cost of share issue (38) (356)
Dividends paid to shareholders in parent company (2,025) (1,767)
Dividends paid to non-controlling interests in subsidiaries (542) -
Net cash outflow/(inflow) from financing activities 9,028 12,276
----------------------- -----------------------
Net decrease in cash and cash equivalents (2,752) (2,241)
Opening cash and cash equivalents 10,255 8,505
Foreign exchange movements 528 (4)
Closing cash and cash equivalents 8,031 6,260
======================= =======================
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN
EQUITY
Attributable to equity holders
of the parent
----------------------------------------------
Share Share Reorgan- Capital Fair Foreign Retained Non- Total
Capital Premium isation Redemption Value Exchange Earnings Controlling
Account Reserve Reserve* Reserve Reserve Reserve Interests
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
As at 1 January
2013 4,772 37,484 6,013 (443) (420) (12,548) 9,387 2,783 47,028
Recognised
foreign exchange
losses for
the period - - - - - 3,118 (6) - 3,112
Profit for
the period:
- Attributable
to equity shareholders - - - - - - (833) - (833)
- Attributable
to non-controlling
interests - - - - - - - 904 904
Cashflow hedge
reserve - - - - 338 - - - 338
Total comprehensive
income (expense)
for the period - - - - 338 3,118 (839) 904 3,521
Scrip dividend 1 45 - - - - - - 46
New share capital
subscribed 21 123 - - - - - - 144
Cost of shares
issued - (38) - - - - - - (38)
Share option
charge - - - - - - 203 - 203
Movement in
reserves relating
to deferred
tax - - - - - - 42 - 42
Dividend paid - - - - - - (2,072) - (2,072)
Dividend paid
to non-controlling
interests - - - - - - - (542) (542)
Written Put
options over
non-controlling
interests - - - - - - (5,956) - (5,956)
Non-controlling
interests arising
on acquisition - - - - - - - 170 170
Net change
in shareholders'
funds 22 130 - - 338 3,118 (8,622) 532 (4,482)
---------- -------- --------- ----------- -------- ------------ --------- ------------ --------
Period to 30
June 2013 4,794 37,614 6,013 (443) (82) (9,430) 765 3,315 42,546
========== ======== ========= =========== ======== ============ ========= ============ ========
*The reorganisation reserve was created as a result of the
Scheme of Arrangement effective from 26 November 2008. Tarsus Group
Limited, previously Tarsus Group plc, registered in England and
Wales under company number 2000544, entered into a "Share for
Share" exchange on a one-for-one basis with Tarsus Group plc,
registered in Jersey under company number 101579.
Attributable to equity holders
of the parent
-------------------------------------------
Share Share Reorgan- Capital Fair Foreign Retained Non- Total
Capital Premium isation Redemption Value Exchange Earnings Controlling
Account Reserve Reserve Reserve Reserve Reserve Interests
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
As at 1 January
2012 4,342 26,884 6,013 (443) (295) (10,377) 15,370 912 42,406
Recognised
foreign
exchange losses
for the period - - - - - (944) - 123 (821)
Profit for the
period:
- Attributable
to equity
shareholders - - - - - - (865) - (865)
- Attributable - - - - - - - - -
to
non-controlling
interests - - - - - - - 632 632
Cashflow hedge - - - - (9) - - - (9)
Total
comprehensive
income (expense)
for the period - - - - (9) (944) (865) 755 (1,063)
Scrip dividend 1 32 - - - - - - 33
New share capital
subscribed 413 10,659 - - - - - - 11,072
Cost of shares
issued - (356) - - - - - - (356)
Share option
charge - - - - - - 162 - 162
Movement in
reserves
relating
to deferred
tax - - - - - - (160) - (160)
Dividend paid - - - - - - (1,800) - (1,800)
Liability on
put option over
non-controlling
interest - - - - - - (6,850) - (6,850)
Non-controlling
interests
arising
on acquisition - - - - - - - 627 627
Reduction in - - - - - - - - -
non-controlling
interests on
disposal of
subsidiary
Net change in
shareholders'
funds 414 10,335 - - (9) (944) (9,513) 1,382 1,665
-------- -------- --------- ----------- -------- --------- --------- ------------ --------
Period to 30
June 2012 4,756 37,219 6,013 (443) (304) (11,321) 5,857 2,294 44,071
======== ======== ========= =========== ======== ========= ========= ============ ========
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
financial statements of the Company as at and for the six months
ended 30 June 2013 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 2012 are available upon request from the
Company Secretary at 17 Upper Pembroke Street, Dublin 2,
Ireland.
Having reviewed the Group's liquid resources, borrowing
facilities and cash flow forecasts, the directors believe that the
Group has adequate resources to continue as a going concern for the
foreseeable future.
2. STATEMENT OF COMPLIANCE
These condensed consolidated interim financial statements have
been prepared in accordance with International Financial Reporting
Standards (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 2012 which were prepared under
International Financial Reporting Standards, as adopted by the
European Union, and have been reported on by the Company's auditor.
The auditor report was unqualified.
The interim financial statements were approved by a duly
appointed and authorised committee of the Board of Directors on 29
July 2013. 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 2012.
4. ESTIMATES
The preparation of consolidation interim financial statements
requires management to make judgements, 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 2012.
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 end for the year ended 31 December
2012.
6. PROFIT AND LOSS ANALYSIS
The following analysis illustrates the performance of the
Group's activities, and reconciles the Group's profit as show in
the condensed consolidated interim income statement, to adjusted
profits. Adjusted profit is prepared 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 to Six months to
30 June 2013 30 June 2012
GBP000 GBP000
Unaudited Unaudited
Profit/(loss) for the financial period after taxation 71 (233)
Add back:
Taxation charge 693 71
764 (162)
Add back:
Exceptional costs * 376 193
Share option charge 507 162
Amortisation charge (excluding amounts charged to costs of sale) 1,498 1,579
Loss/(profit) on disposal of tangible fixed assets 1 (57)
Loss/(profit) on disposal of intangible fixed assets 7 -
Unwinding of discount 769 37
Adjusted profit before tax 3,922 1,752
============== ==============
*In 2013, the Group incurred exceptional one-off costs resulting
from acquisition costs or potential acquisition costs.
7. SEGMENTAL ANALYSIS
As at 30 June 2013, 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 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
and certain asset and liability information for the Group's
reportable segments:
30 June 2013 Unaudited
Emerging Central
Markets USA Europe Costs Group
Revenue by sector GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Group revenue 12,301 8,254 5,461 - 26,016
========= ======== ============= ========== ========
Profit/(loss) from operating activities 3,342 2,561 (108) (3,579) 2,216
Net financing costs - - - (1,452) (1,452)
Profit/(loss) before taxation 3,342 2,561 (108) (5,031) 764
Exceptional costs - - - 376 376
Share option charge - - - 507 507
Amortisation charge - - - 1,498 1,498
Loss on disposal of assets - - - 8 8
Unwinding of discount - contingent consideration - - - 769 769
Adjusted profit/(loss) before tax 3,342 2,561 (108) (1,873) 3,922
========= ======== ============= ========== ========
30 June 2012 Unaudited
Emerging Central
Markets USA Europe Costs Group
Revenue by sector GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Group revenue 7,295 7,751 4,111 - 19,157
========= ======== ============= ========== ========
Profit/(loss) from operating activities 1,467 2,368 (470) (2,879) 486
Net financing costs - - - (648) (648)
Profit/(loss) before taxation 1,467 2,368 (470) (3,527) (162)
Exceptional costs - - - 193 193
Share option charge - - - 162 162
Amortisation charge - - - 1,579 1,579
Profit on disposal of tangible assets - - - (57) (57)
Fair value adjustment - contingent consideration - - - (68) (68)
Unwinding of discount - contingent consideration - - - 105 105
Adjusted profit/(loss) before tax 1,467 2,368 (470) (1,613) 1,752
========= ======== ============= ========== ========
7. SEGMENT ANALYSIS (CONTINUED)
Non- current assets within Emerging Markets have significantly
increased due to the acquisition of PTIA on 28 February 2013. The
segmental analysis of non-current assets excluding deferred tax, is
as follows:
Non-current assets Unaudited
Emerging Markets USA Europe Group
GBP'000 GBP'000 GBP'000 GBP'000
At 30 June 2013 65,356 41,049 19,857 126,262
================= ======== ======== ========
Non-current assets Unaudited
Emerging USA Europe Group
Markets
GBP'000 GBP'000 GBP'000 GBP'000
30 June 2012 41,087 39,297 19,999 100,383
================= ======== ======== ========
Non-current assets audited
Emerging USA Europe Group
Markets
GBP'000 GBP'000 GBP'000 GBP'000
At 31 December 2012 58,276 37,896 18,903 115,075
================= ======== ======== ========
8. TAXATION CHARGE
The taxation charge for the six months ended 30 June 2013 is
based upon the estimated effective tax rate of 15% on adjusted
profit before tax (2012: 15%) for the year ending 31 December
2013.
9. EARNINGS PER SHARE
Six months to Six months to
30 June 2013 30 June 2012
Pence Pence
Unaudited Unaudited
Basic earnings per share (0.9) (1.0)
Diluted earnings per share (0.9) (0.9)
Adjusted earnings per share 2.6 1.0
Adjusted diluted earnings per share 2.5 0.9
9. EARNINGS PER SHARE (CONTINUED)
Basic earnings per share
Basic earnings per share has been calculated on loss after tax
attributable to ordinary shareholders for the six months of
GBP833,000 (June 2012 profit: GBP865,000) and 94,539,919 (June
2012: 90,127,025) 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 loss after tax
attributable to ordinary shareholders for the six months of
GBP833,000 (June 2012 profit: GBP865,000) and 95,776,435 (June
2012: 91,475,798) ordinary shares, being the diluted weighted
average number of shares in issue during the period.
Adjusted earnings per share
Adjusted earnings per share is calculated using loss after tax
attributable to equity shareholders, adjusted for exceptional
costs, share option charges, amortisation charges, impairment of
tangibles, profit and loss on disposal of tangible and intangible
assets, of GBP2,416,000 (June 2012: GBP858,000) and 94,539,919
(June 2012: 90,127,025) ordinary shares, being the weighted average
number of shares in issue during the period.
Adjusted diluted earnings per share
Adjusted diluted earnings per share is calculated using loss
after tax attributable to equity shareholders, adjusted for
exceptional costs, share option charges, amortisation charges,
impairment of tangibles, profit and loss on disposal of tangible
and intangible assets, of GBP2,416,000 (June 2012: GBP858,000) and
95,776,435 (June 2012: 91,475,798) ordinary shares, being the
diluted weighted average number of shares in issue during the
period.
Weighted average number of ordinary shares (diluted):
Six months to Six months to
30 June 2013 30 June 2012
Unaudited Unaudited
Weighted average number of ordinary shares 94,539,919 90,127,025
Dilutive effect of share options 1,236,516 1,348,773
Weighted average number of ordinary shares (diluted) 95,776,435 91,475,798
============== ==============
10. INTANGIBLE FIXED ASSETS
Goodwill Trademarks, Total
lists and
other
GBP'000 GBP'000 GBP'000
Unaudited Unaudited Unaudited
COST
At 1 January 2013 95,411 34,208 129,619
Additions through business
acquisition 1,208 464 1,672
Additions - 5,962 5,962
Foreign exchange 3,899 1,980 5,879
At 30 June 2013 100,518 42,614 143,132
---------- ------------ ----------
AMORTISATION
At 1 January 2013 10,039 16,988 27,027
Charge for the year - 1,911 1,911
Foreign exchange 463 1,200 1,663
At 30 June 2013 10,502 20,099 30,601
---------- ------------ ----------
NET BOOK VALUE
At 30 June 2013 90,016 22,515 112,531
========== ============ ==========
At 31 December 2012 85,372 17,220 102,592
========== ============ ==========
At 30 June 2012 81,901 16,972 98,873
========== ============ ==========
11. ACQUISITIONS
The Group completed one acquisition during the first half of
2013, in line with the Group's "Project 50/13" strategy of
expansion into Emerging Markets and specifically the fast-growing
Indonesian economy.
Effective date Name Type of business Percentage
acquired
28 February PT Infrastructure
2013 Asia Exhibition business 51%
("PTIA")
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 2013:
11. ACQUISITIONS (CONTINUED)
PTIA Adjustments Fair value
GBP'000 GBP'000 GBP'000
Property, plant and equipment 24 24
Other intangibles 464 464
Trade and other receivables 140 140
Cash and cash equivalents 4 4
Trade and other payables (192) (192)
Deferred tax liability (93) (93)
(24) 371 347
-------- ------------
Non-controlling interest (49%) (170)
Net assets acquired 177
Goodwill arising on acquisition 874
1,051
===========
Consideration paid and costs incurred:
Satisfied in cash 372
Contingent consideration (less than one year) 543
Contingent consideration (greater than one year) 136
Total consideration incurred 1,051
===========
Consideration paid in cash 372
Cash acquired (4)
Total net cash outflow 368
===========
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. 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 performance of the various exhibitions, conferences and
publications acquired during 2013.
Tarsus and the vendor hold put options over the remaining 49% of
the shares of the business, exercisable from 2016 and enforceable
by either party in 2017, with consideration payables based on a
multiple of EBIT in the relevant year. The group has recognised a
liability for this in accordance with IAS 32, "Financial
Instruments", with a corresponding debit in equity.
From the date of acquisition to 30 June 2013, the acquisition
has contributed GBP0.1 million of revenue to the Group.
Goodwill of GBP0.9 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.
The Group incurred transaction costs of GBP30,000 in respect of
the acquisition.
12. DIVIDENDS
The following dividends were paid and proposed by the Group:
2013 2012
GBP000 GBP000
Unaudited Unaudited
Dividend paid in current period in cash or scrip
2012 interim dividend (2.1p per share) 2,025 1,800
2,025 1,800
========== ==========
Dividend paid and proposed post period end
2012 final dividend paid 4.6p per share (2011: 4.2p per share) 4,376 3,945
Dividend proposed in the period 2.3p per share (2012: 2.2p per share) 2,205 2,093
6,581 6,038
========== ==========
13. FOREIGN EXCHANGE TRANSLATION DIFFERENCES
Other Comprehensive Income includes foreign exchange translation
gains of GBP3.1 million (June 2012: losses of GBP0.8 million)
relating to the retranslation of foreign currency denominated net
assets, including goodwill.
14. RELATED PARTIES
As at 30 June 2013 directors of the company controlled 10.6% (31
December 2012: 10.6%) of the voting shares of the company.
Executive officers also participate in the Group's share option
programme and share acquisition plan.
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) DTR4.2.8R 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
details in our last Annual Report and Accounts to 31 December 2012
and include:
-- Economic and financial uncertainties;
-- 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;
-- Fluctuation 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 2012 accounts
J D Emslie D P O'Brien
Group Managing Director Group Finance Director
31 July 2013
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR NKKDBFBKDNON
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