TIDMTRS
RNS Number : 3569U
Tarsus Group PLC
29 July 2015
29 July 2015
Tarsus Group plc
Interim results for the six months ended 30 June 2015
Record first half performance and confident full year
outlook
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 2015.
Tarsus continued to concentrate on the execution of its
"Quickening the Pace" strategy, which is focused on accelerating
the pace of financial returns to shareholders. The Group made good
progress in the period strengthening and investing in its portfolio
of events resulting in sector leading organic revenue and visitor
growth across the portfolio of 14% and 9% respectively in the
period.
Financial highlights
Financial highlights - six months to 30 June
-----------------------------------------------------
2015 2014 2013
----------------------------- ------ ------ ------
Revenue (GBP'm) 34.0 23.1 26.0
----------------------------- ------ ------ ------
Adjusted profit before tax*
(GBP'm) 5.5 3.0 3.9
----------------------------- ------ ------ ------
Profit/ (loss) before tax
(GBP'm) (1.9) 0.3 0.8
----------------------------- ------ ------ ------
Adjusted EPS* (p) 3.4 1.5 2.6
----------------------------- ------ ------ ------
EPS (p) (3.0) (1.1) (0.9)
----------------------------- ------ ------ ------
Operating Cash Flow (GBP'm) 9.5 1.9 8.9
----------------------------- ------ ------ ------
Interim dividend per share
(p) 2.5 2.4 2.3
----------------------------- ------ ------ ------
-- Sector leading organic revenue up 14% on 2014 as adjusted for
biennial exhibitions and acquisitions clearly demonstrates delivery
of our Quickening the Pace Strategy
-- Record adjusted profit before tax* and adjusted EPS up 39%
and 31% respectively over the biennial cycle
-- Interim dividend up 4% to 2.5p (2014: 2.4p)
Operational highlights
-- Strong performance from Emerging Markets
o Asansor and Komatek (Turkey) performed well
-- Visitor growth across portfolio of 9%
-- Launches of two brand replications in Mexico - GESS and Industrial Print Expo
Strategic highlights
-- Strategic repositioning of portfolio complete
o Disposal of French business (July 2015)
-- Acquisition of PAINWeek in US adding final pillar to the
Group's preventative medicine portfolio
-- Acquisition of AMB doubles South East Asia portfolio
-- Banking facilities increased to GBP75m and extended to 2020
Outlook
-- Forward bookings currently 15% ahead of 2014 (adjusted for biennial exhibitions)
-- Promising outlook for larger events in second half, including
Labelexpo Europe and Dubai Airshow
-- Turkey and Medical divisions in line with expectations
-- Group remains confident of delivering a strong performance in 2015
Douglas Emslie, Group Managing Director, said:
"Our record trading performance in the first half was very
encouraging and we also made further strategic progress with our
replications in Emerging Markets. The investment in our portfolio
has resulted in sector leading organic revenue and visitor
growth.
"The execution of our strategy gathered pace recently with
acquisitions of PAINWeek and AMB and the agreement to dispose of
our French business.
"Revenues for the year as a whole are heavily second-half
weighted owing to the timing of the Group's larger exhibitions.
Bookings overall are 15% ahead adjusting for biennials. Prospects
for our two largest events in the second half - Labelexpo Europe
and the Dubai Airshow - are encouraging. The Group is increasingly
confident of delivering a strong result for the year as a
whole."
For further information contact:
Tarsus Group plc:
Douglas Emslie, Group Managing Director 020 8846 2700
Dan O'Brien, Group Finance Director
IR Focus
Neville Harris 07909 976044
The Group will be hosting a presentation to analysts at 11.30am
today at the offices of Investec Bank plc, 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 30 July 2015.
Notes
*Adjustments include exceptional items, share option charges,
amortization, impairment charges and associated tax impacts.
Further reconciliation between reported profits and adjusted
profits is included in note 6 to the financial statements.
Organic revenues are on a constant currency basis and after
adjusting for the impact of acquisitions, disposals and
biennials.
Overview
The recent announcement of the agreement to dispose of Tarsus'
French business is an important milestone in the strategic progress
of the Group. In the last five years Tarsus has steadily evolved
its portfolio by focusing on expanding into its chosen geographies
of the US and selected Emerging Markets whilst also reducing its
exposure to the lower growth Eurozone.
In 2009 53% of the Group's revenues were derived from the US and
Emerging Markets and we expect this to increase to 85% in 2015 on a
pro-forma basis. Over the same period, the number of shows held by
the Group has grown from 62 to 95.
This reshaping has been achieved through the acquisition of a
number of strongly branded assets across our chosen markets
supported by increased investment in a programme of new launches
and replications to drive organic growth, in line with our
"Quickening the Pace" strategy.
The Group's size, flexibility, speed and willingness to work
with entrepreneurs to develop their businesses in partnership with
Tarsus is becoming increasingly attractive to partners and helps
accelerate the overall strategy.
Financial review
Group revenue for the period was GBP34.0 million (2014: GBP23.1
million). Adjusting for acquisitions and biennial events, the Group
achieved underlying organic revenue growth of 14% in the quieter
half of the year.
Adjusted profit before tax was GBP5.5 million (2014: GBP3.0
million; 2013: GBP3.9 million), reflecting strong revenue growth in
the portfolio together with the enhanced operational gearing as a
result of the move towards higher growth markets. The Group
incurred exceptional costs of GBP0.7 million (2014: GBP0.2 million)
in respect of completed and pending corporate transactions. The
Group also incurred an amortisation charge of GBP1.8m (2014:
GBP1.3m) and an impairment charge of GBP1.8m (2014: nil) on the
disposal of the French business. Other adjusting items are set out
in note 6 to the financial statements. Loss before tax was GBP1.9
million (2014: Profit before tax GBP0.3 million).*
Adjusted earnings per share were 3.4p (2014: 1.5p). Basic loss
per share was 3.0p (2014: 1.1p).
An interim dividend of 2.5p per share (2014: 2.4p) has been
declared and will be paid on 15 January 2016 to Shareholders on the
Register on 4 December 2015. The Group will continue to offer a
scrip alternative.
Operating cash inflow was GBP9.5 million (2014: inflow GBP1.9
million). The strong operating cash flow performance was helped by
the difference in timing between cash collections and payments for
the large biennial events.
Net debt at 30 June 2015 was GBP43.5 million (2014: GBP34.7
million). Tarsus has increased its existing bank facility to
GBP75million and extended it to 2020 to provide the financial
resources to continue to support our strategy. In addition, Tarsus
will use the expected net proceeds from the disposal of the French
business to strengthen the Group's balance sheet and fund expansion
in the Group's core geographies.
In May 2015, the Group announced the acquisition of PAINWeek in
the US.
Post balance sheet events
In July 2015 the following post balance sheet events
occurred:
-- Acquisition of 50% of a JV vehicle, AMB Tarsus Exhibitions Sdn. Bhd.
-- Disposal of Tarsus' French business for EUR9.2m to French management
Operating review
Geographic Analysis
Emerging Markets - strong performances from Dubai, Turkey and China
USA - growth in Off Price; Medical business expanded
Europe - stable first half in France; good
progress for 3D Printshow
Emerging Markets US Europe
----------------- --------------------- ------------------- --------------------
GBP'm 2015 2014 2013 2015 2014 2013 2015 2014 2013
----------------- ------ ------ ----- ----- ----- ----- ----- ----- ------
Revenue 17.7 11.1 12.3 9.7 6.8 8.3 6.5 5.3 5.5
----------------- ------ ------ ----- ----- ----- ----- ----- ----- ------
Adjusted Profit
before tax 4.9 2.8 3.3 2.6 2.0 2.6 0.2 0.3 (0.1)
----------------- ------ ------ ----- ----- ----- ----- ----- ----- ------
Emerging markets
Trading in Turkey continued to be good in the first half with
strong performances from the two large biennials, Asansor (lifts)
and Komatek (construction). It was the first Komatek event under
Tarsus' ownership and revenue increased 46% compared to the
previous edition in late 2013. The outlook for the construction
sector in Turkey remains positive providing the event with
opportunities to grow. Ideal Home took place in April 2015 and
produced a solid result with visitor growth of 5% over the previous
edition. The outlook for the division's larger events in the second
half - Zuchex, Sign and the Flower Show - is good.
In Dubai, Tarsus' education event GESS performed solidly with
visitor attendance up 11%. GESS is one of our key brands being
replicated into other markets. In the first half of 2015, the
launch into Mexico City (in conjunction with our partner EJ Krause)
was successful and in the second half of 2015 the brand is being
launched into Indonesia. The outlook for the Dubai Airshow -
increasingly regarded as the premier industry event - is very
encouraging and forward bookings are tracking well ahead of the
2013 edition.
In China, Hope, the Group's Central China operation has
continued to perform well with revenues ahead of 2014. SIUF, Asia's
largest underwear show, demonstrated good progress over the 2014
edition. AAITF performed well in the first edition in its new venue
in Shenzhen.
In South East Asia, the first Big 5 Construct exhibition in
Indonesia had a successful launch and the outlook for the Group's
other construction events in November 2015 is promising. The Group
recently announced the acquisition of 50% of AMB which will allow
Tarsus to accelerate its strategic development in the region with
an experienced and entrepreneurial partner.
In Mexico, there was a strong performance at Expo Manufactura,
the country's premier metalworking/manufacturing exhibition which
took place in February 2015. This included a successful launch of
our replication event Industrial Print Expo.
USA
The February 2015 Off Price (clothing) show in Las Vegas was a
good event, with solid visitor and revenue growth. Bookings for the
August 2015 edition of the exhibition are ahead of the 2014
edition.
We have continued the work we undertook in 2014 to reposition
the Medical Division. Following the acquisitions of CMHC and
SouthBeach in 2014 the addition of PAINWeek to the division has
extended our reach to cover all four pillars of preventative
medicine. This, alongside the launch of the Metabolic Medical
Institute and the restructuring of its educational offering means
the Group now reaches a significantly higher percentage of the
mainstream medical market and is well placed for growth. The
Medical Division's established education business - while
performing satisfactorily - now represents less than 25% of the
overall Medical Division.
Future growth is expected to be achieved through a combination
of launching new events across the different therapeutic areas
combined with an educational offering that will increasingly target
the mainstream medical market.
Europe
The 3D Printshow business has shown good progress in 2015 with
events in both New York and London, in addition to successful
events launched in Berlin and Madrid. Further events in Paris,
California and Dubai are planned in the second half, the latter
co-located with the Dubai Airshow.
Like-for-like sales in France were slightly ahead of 2014.
Outlook
Revenues for the year as a whole are heavily second-half
weighted owing to the timing of the Group's larger exhibitions.
Overall bookings are 15% ahead of 2014 (adjusted for biennial
exhibitions) and we are expecting strong editions of our major
shows in the second half. The Group remains confident of delivering
a strong performance for the year as a whole.
Neville Buch Douglas Emslie
Chairman Group Managing Director
29 July 2015
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 2015 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, the 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
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 2015 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
29 July 2015
CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT
Note Period to 30 June 2015 Period to 30 June 2014
GBP000 GBP000
Unaudited Unaudited
Group revenue 7 33,973 23,148
Total operating costs (31,723) (22,099)
Impairment loss (1,800) -
----------------------- -----------------------
Share of profit of joint ventures 443 693
----------------------- -----------------------
Group operating profit 893 1,742
Net finance costs (2,823) (1,425)
----------------------- -----------------------
(Loss)/profit before taxation (1,930) 317
Taxation expense 8 50 (286)
----------------------- -----------------------
(Loss)/profit for the financial period (1,880) 31
======================= =======================
(Loss) for the financial period attributable to equity
shareholders of the parent company (3,069) (1,057)
Profit for the financial period attributable to non-controlling
interests 1,189 1,088
(1,880) 31
======================= =======================
Note Period to 30 Period to 30 June 2014
June 2015
Earnings per share (pence) 9
- basic (3.0) (1.1)
- diluted (3.0) (1.1)
CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE
INCOME
For the six months ended 30 June
Period to 30 June 2015 Period to 30 June 2014
GBP000 GBP000
Unaudited Unaudited
(Loss) / profit for the financial period (1,880) 31
----------------------- -----------------------
Other comprehensive expense recognised directly in equity:
Cash flow hedge reserve - movement in fair value 70 22
Foreign exchange translation differences (3,913) (2,685)
Other comprehensive (expense)/income (3,843) (2,663)
Total comprehensive (expense)/income for the period (5,723) (2,632)
======================= =======================
Attributable to:
Equity shareholders of the parent company (6,912) (3,720)
Non-controlling interests 1,189 1,088
Total comprehensive (expense)/income for the period (5,723) (2,632)
======================= =======================
Other comprehensive income relating to foreign exchange
translation differences, fair value movements in cash flow hedges
and the tax effects thereon may all subsequently be reclassified to
profit and loss if certain conditions are met.
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL
POSITION
Note At 31 December 2014
At 30 June At 30 June
2015 2014
GBP000 GBP000 GBP000
Unaudited Unaudited Unaudited
NON-CURRENT ASSETS
Property, plant and equipment 1,333 1,169 1,278
Intangible assets 10 129,681 111,923 126,756
Investment in Joint Ventures 15,385 16,088 15,924
Other investments 1 1 1
Deferred tax assets 3,000 2,631 5,006
149,400 131,812 148,965
CURRENT ASSETS
Trade and other receivables 32,187 31,044 32,178
Cash and cash equivalents 13,128 8,554 12,347
------------- ------------- --------------------
45,315 39,598 44,525
CURRENT LIABILITIES
Trade and other payables (18,359) (22,044) (28,661)
Deferred income (37,722) (29,982) (28,519)
Provisions - - (130)
Liabilities for current tax (2,839) (3,311) (3,689)
------------- ------------- --------------------
(58,920) (55,337) (60,999)
------------- ------------- --------------------
NET CURRENT LIABILITIES (13,605) (15,739) (16,474)
------------- ------------- --------------------
TOTAL ASSETS LESS CURRENT LIABILITIES 135,795 116,073 132,491
------------- ------------- --------------------
NON-CURRENT LIABILITIES
Other payables (43,955) (27,740) (35,953)
Deferred tax liabilities (7,308) (5,855) (8,048)
Interest bearing loans and borrowings (56,800) (44,200) (50,957)
------------- ------------- --------------------
(108,063) (77,795) (94,958)
NET ASSETS 27,732 38,278 37,533
============= ============= ====================
EQUITY
Share capital 5,082 5,052 5,060
Share premium account 47,981 47,303 47,424
Other reserves (17,637) (17,526) (13,794)
Retained earnings (13,289) (1,136) (6,601)
Issued capital and reserves attributable to equity
shareholders of the parent 22,137 33,693 32,089
NON-CONTROLLING INTERESTS 5,595 4,585 5,444
TOTAL EQUITY 27,732 38,278 37,533
============= ============= ====================
The financial statements of Tarsus Group plc, registered number
101579 (Jersey), were approved by the board and authorised for
issue on 29 July 2015 and signed on its behalf by:
Douglas Emslie Daniel O'Brien
Group Managing Director Group Finance Director
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
Period to 30 June 2015 Period to 30 June 2014
Unaudited Unaudited
GBP000 GBP000
Cash flows from operating activities
(Loss) / profit for the period (1,880) 31
Adjustments for:
Depreciation 259 227
Amortisation & impairment 4,295 1,822
Other gains / (losses) (595) -
Loss on disposal of intangible assets - 0
Loss on disposal of tangible assets 20 2
Share option charge 955 551
Taxation charge (51) 286
Interest payable 2,823 1,425
Share of profit from joint ventures (443) (693)
Dividends received from joint venture company 975 -
Operating cash flow before changes in working capital 6,358 3,651
Increase/(decrease) in trade and other receivables 458 (5,902)
Increase in trade and other payables 2,690 4,133
Cash generated from operations 9,506 1,882
Interest paid (1,010) (640)
Income taxes paid (1,330) (847)
Net cash from operating activities 7,166 395
Cash flows from investing activities
Proceeds from sale of tangible fixed assets 18 14
Acquisition of property, plant & equipment (334) (142)
Acquisition of intangible fixed assets (646) (303)
Acquisition of subsidiaries - cash paid (1,871) (10,610)
Acquisition of subsidiaries - cash acquired - 196
Sale of French minority - 833
Deferred and contingent consideration paid (5,433) (2,161)
Net cash outflow from investing activities (8,266) (12,173)
----------------------- -----------------------
Cash flows from financing activities
Drawdown of borrowings 5,671 2,400
Proceeds from the issue of share capital - 10,065
Share purchases for share based payments (999) -
Cost of share issue - (388)
Dividends paid to shareholders in parent company (2,348) (2,144)
Dividends paid to non-controlling interests in subsidiaries (1,053) (1,092)
Net cash inflow from financing activities 1,271 8,841
----------------------- -----------------------
Net increase / (decrease) in cash and cash equivalents 171 (2,937)
Opening cash and cash equivalents 12,347 12,142
Foreign exchange movements 610 (651)
Closing cash and cash equivalents 13,128 8,554
======================= =======================
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 2015 5,060 47,424 6,013 (443) (818) (18,546) (6,601) 5,444 37,533
Recognised foreign
exchange losses for the
period - - - - - (3,913) - - (3,913)
(Loss)/Profit for the
period:
- Attributable to equity
shareholders - - - - - - (3,069) - (3,069)
- Attributable to
non-controlling
interests - - - - - - - 1,189 1,189
Cashflow hedge reserve - - - - 70 - - - 70
-------- -------- --------- ----------- -------- --------- --------- ---------- --------
Total comprehensive
income (expense) for the
period - - - - 70 (3,913) (3,069) 1,189 (5,723)
Scrip dividend 2 67 - - - - - - 69
New share capital
subscribed 20 490 - - - - - - 510
Share option charge - - - - - - 798 - 798
Movement in reserves
relating to deferred tax - - - - - - 161 - 161
Other movements in
reserves - - - - - - (2,162) - (2,162)
Dividend paid - - - - - - (2,416) - (2,416)
Dividend paid to
non-controlling
interests - - - - - - - (1,038) (1,038)
-------- -------- --------- ----------- -------- --------- --------- ---------- --------
Net change in
shareholders' funds 22 557 - - 70 (3,913) (6,688) 151 (9,801)
-------- -------- --------- ----------- -------- --------- --------- ---------- --------
Period to 30 June 2015 5,082 47,981 6,013 (443) (748) (22,459) (13,289) 5,595 27,732
======== ======== ========= =========== ======== ========= ========= ========== ========
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
2014 4,797 37,689 6,013 (443) 92 (20,523) 8,766 3,831 40,222
Recognised foreign
exchange losses
for the period - 2 1 - - (2,688) - - (2,685)
Profit for the
period:
- Attributable to
equity
shareholders - - - - - - (1,057) - (1,057)
- Attributable to
non-controlling
interests - - - - - - - 1,088 1,088
Cashflow hedge - - - - 22 - - - 22
-------- -------- --------- ----------- -------- --------- --------- ---------- --------
Total comprehensive
income (expense)
for the period - 2 1 - 22 (2,688) (1,057) 1,088 (2,632)
Scrip dividend 1 62 - - - - - - 63
New share capital
subscribed 258 9,550 - - - - - - 9,808
Cost of shares
issued (4) - - - - - - - (4)
Share option charge - - - - - - 551 - 551
Movement in
reserves relating
to deferred tax - - - - - - (540) - (540)
Dividend paid - - - - - - (2,208) - (2,208)
Dividend paid to
non-controlling
interests - - - - - - - (1,094) (1,094)
Written Put options
over
non-controlling
interests - - - - - - (6,795) - (6,795)
Non-controlling
interests arising
on acquisition - - - - - - 147 760 907
-------- -------- --------- ----------- -------- --------- --------- ---------- --------
Net change in
shareholders'
funds 255 9,614 1 - 22 (2,688) (9,902) 754 (1,944)
-------- -------- --------- ----------- -------- --------- --------- ---------- --------
Period to 30 June
2014 5,052 47,303 6,014 (443) 114 (23,211) (1,136) 4,585 38,278
======== ======== ========= =========== ======== ========= ========= ========== ========
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 2015 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 2014 are available upon request from the
Company Secretary at 17 Upper Pembroke Street, Dublin 2,
Ireland.
In June 2015 the Group renegotiated their borrowing facilities.
The new facility will extend until July 2020. 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 2014 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 financial statements of Tarsus Group plc, registered number
101579 (Jersey), were approved by the board and authorised for
issue on 29 July 2015.
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 2014.
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 2014.
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
2014.
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 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 2015 30 June 2014
GBP000 GBP000
Unaudited Unaudited
Adjusting items:
Exceptional debit * 684 194
Share option charge 955 551
Amortisation charge (excluding amounts charged to costs of sale) 1,816 1,312
Loss on disposal of tangible fixed assets 20 1
Impairment 1,800 -
Total adjusting items in operating costs 5,275 2,058
Tax on joint venture profits 188 -
Exceptional debit / (credit) - joint ventures - -
Unwinding of discount 1,920 628
Total adjusting items 7,383 2,685
(Loss) / profit before tax (1,930) 317
Adjusted profit before tax 5,453 3,002
Tax thereon (802) (481)
Adjusted profit after tax 4,651 2,522
============== ==============
*In 2015, the Group incurred exceptional one-off costs resulting
from acquisition costs or potential acquisition costs.
7. SEGMENTAL ANALYSIS
As at 30 June 2015, 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 2015 Unaudited
Emerging Central
Markets USA Europe Costs Group
Revenue by sector GBP000 GBP000 GBP000 GBP000 GBP000
Group revenue 17,728 9,715 6,530 - 33,973
========= ========= ======================= ======== ==========
Profit/(loss) from operating activities 4,890 2,551 163 (6,711) 893
Net financing costs - - - (2,823) (2,823)
--------- --------- ----------------------- -------- ----------
Profit/(loss) before taxation 4,890 2,551 163 (9,534) (1,930)
Adjusting items - see note 6 - - - 7,383 7,383
--------- --------- ----------------------- -------- ----------
Adjusted profit/(loss) before tax 4,890 2,551 163 (2,151) 5,453
========= ========= ======================= ======== ==========
Segment non-current assets 65,777 65,422 15,201 146,400
Segment current assets 19,151 9,974 16,190 45,315
--------- --------- ----------------------- -------- ----------
84,928 75,396 31,391 - 191,715
========= ========= ======================= ========
Deferred tax assets 3,000
----------
Total assets 194,715
==========
Segment liabilities (49,455) (25,246) (82,135) (156,836)
========= ========= ======================= ========
Liabilities for current tax (2,839)
Deferred tax liabilities (7,308)
----------
Total liabilities (166,983)
==========
7. SEGMENTAL ANALYSIS (CONTINUED)
30 June 2014 Unaudited
Emerging Central
Markets USA Europe Costs Group
Revenue by sector GBP000 GBP000 GBP000 GBP000 GBP000
Group revenue 11,063 6,749 5,336 - 23,148
========= ========= ======================= ======== ==========
Profit/(loss) from operating activities 2,770 2,048 298 (3,374) 1,742
Net financing costs - - - (1,425) (1,425)
--------- --------- ----------------------- -------- ----------
Profit/(loss) before taxation 2,770 2,048 298 (4,799) 317
Adjusting items - see note 6 - - - 2,686 2,686
--------- --------- ----------------------- -------- ----------
Adjusted profit/(loss) before tax 2,770 2,048 298 (2,113) 3,003
========= ========= ======================= ======== ==========
Segment non-current assets 69,128 45,168 14,886 - 129,182
Segment current assets 18,563 8,361 12,673 - 39,597
--------- --------- ----------------------- -------- ----------
87,691 53,529 27,559 - 168,779
========= ========= ======================= ========
Deferred tax assets 2,631
----------
Total assets 171,410
==========
Segment liabilities (48,374) (12,792) (62,800) - (123,966)
========= ========= ======================= ========
Liabilities for current tax (3,311)
Deferred tax liabilities (5,855)
----------
Total liabilities (133,132)
==========
8. TAXATION CHARGE
The taxation charge for the six months ended 30 June 2015 is
based upon the estimated effective tax rate of 14.7% on adjusted
profit before tax (2014: 15.9%) for the year ending 31 December
2015.
9. EARNINGS PER SHARE
Six months Six months
to 30 June 2015 to 30 June 2014
Pence Pence
Unaudited Unaudited
Basic earnings per share (3.0) (1.1)
Diluted earnings per share (3.0) (1.1)
Adjusted earnings per share 3.4 1.5
Adjusted diluted earnings per share 3.4 1.4
Basic earnings per share
Basic earnings per share has been calculated on loss after tax
attributable to ordinary shareholders for the six months of
GBP3,069,045 (June 2014 loss: GBP1,056,620) and 101,216,717 (June
2014: 98,387,303) 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
GBP3,069,045 (June 2014 loss: GBP1,056,620) and 101,656,130 (June
2014: 99,625,372) 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 adjusted profit
after tax as reconciled in note 6 and the weighted average number
of ordinary shares (as below) in issue in the year.
Adjusted diluted earnings per share
Adjusted diluted earnings per share is calculated using loss
after tax as reconciled in note 6 and the weighted average number
of diluted ordinary shares (as below) in issue in the year.
Weighted average number of ordinary shares (diluted):
Six months Six months
to 30 June 2015 to 30 June 2014
Unaudited Unaudited
Weighted average number of ordinary shares 101,216,717 98,387,303
Dilutive effect of share options 439,413 1,238,069
Weighted average number of ordinary shares (diluted) 101,656,130 99,625,372
================ ================
10. INTANGIBLE FIXED ASSETS
Trademarks, lists and other
Goodwill Total
GBP000 GBP000 GBP000
Unaudited Unaudited Unaudited
COST
As at 1 January 2015 113,579 52,408 165,987
Additions through business acquisition 6,179 4,967 11,146
Additions - 646 646
Foreign exchange (4,888) (1,513) (6,401)
----------- ---------------------------- ----------
At 30 June 2015 114,870 56,508 171,378
----------- ---------------------------- ----------
AMORTISATION
As at 1 January 2015 10,951 28,280 39,231
Impairment * - 1,800 1,800
Charge for the year - 2,495 2,495
Foreign exchange (945) (884) (1,829)
----------- ---------------------------- ----------
At 30 June 2015 10,006 31,691 41,697
----------- ---------------------------- ----------
NET BOOK VALUE
At 30 June 2015 104,864 24,817 129,681
=========== ============================ ==========
At 31 December 2014 102,628 24,128 126,756
=========== ============================ ==========
At 30 June 2014 91,839 20,084 111,923
=========== ============================ ==========
* The French business, which has been agreed to be sold post 30
June, has been impaired by GBP1.8m to reflect fair value.
11. ACQUISITIONS
The Group completed one acquisition during the first half of
2015, in line with the Group's "Quickening the Pace" strategy.
Effective date Name Type of buisness Percentage
acquired
21 May 2015 PAINWeek Exhibition business 100%
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 2015:
PAINWeek Adjustments Fair value
GBP000 GBP000 GBP000
Other intangibles - 5,030 5,030
Trade and other receivables 202 - 202
Deferred revenue (1,376) - (1,376)
Trade and other payables (171) - (171)
Deferred tax asset - 61 61
Net assets acquired (1,345) 5,091 3,746
--------- ------------
Goodwill arising on acquisition 6,259
10,005
===========
Consideration paid and costs incurred:
Satisfied in cash 1,790
Deferred consideration (less than one year) 256
Deferred consideration (greater than one year) 7,959
Total consideration incurred 10,005
===========
Consideration paid in cash 1,790
Cash acquired -
Total net cash outflow 1,790
===========
From the date of acquisition to 30 June 2015, the acquisition
has contributed GBP0.2m of revenue to the Group.
Goodwill of GBP6.3 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 GBP200,000 in respect of
the acquisition, which were expensed.
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.
12. DIVIDENDS
The following dividends were paid and proposed by the Group:
2015 2014
GBP000 GBP000
Unaudited Unaudited
Dividend paid in current period in cash or scrip
2014 interim dividend (2.4p per share) 2,416 2,144
2,416 2,144
========== ==========
Dividend paid and proposed post period end
2014 final dividend paid 5.4p per share (2013: 5.0p per share) 5,468 4,989
Dividend proposed in the period 2.5p per share (2014: 2.4p per share) 2,517 2,361
7,985 7,350
========== ==========
13. FOREIGN EXCHANGE TRANSLATION DIFFERENCES
Other Comprehensive Income includes foreign exchange translation
loses of GBP3.9 million (June 2014: losses of GBP2.7 million)
relating to the retranslation of foreign currency denominated net
assets, including goodwill.
14. RELATED PARTIES
As at 30 June 2015, directors of the company controlled 10.3%
(31 December 2014: 10.2%) of the voting shares of the company.
Executive officers also participate in the Group's share option
programme and share acquisition plan.
15. POST BALANCE SHEET EVENTS
Since 30 June 2015, the Group has agreed to acquire 50% of the
AMB Group for an estimated GBP9.0m via a joint venture vehicle AMB
Tarsus Exhibitions Sdn. Bhd. The AMB Group has a strong presence in
Myanmar and Cambodia with a growing presence in the South East Asia
region.
On 13 July 2015 Tarsus has agreed to dispose of 100% of its
French business for approximately GBP6.6m. This disposal is line
with Tarsus "Quickening the Pace" strategy.
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 2014
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 2014 accounts.
Douglas Emslie Daniel O'Brien
Group Managing Director Group Finance Director
29 July 2015
This information is provided by RNS
The company news service from the London Stock Exchange
END
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