Final Results

ITE Group PLC 10 December 2001 FOR IMMEDIATE RELEASE 10 December 2001 ITE GROUP PLC PRELIMINARY RESULTS ANNOUNCEMENT ITE Group plc, the leading exhibition organiser in emerging markets, is pleased to announce its preliminary results for the year ended 30 September 2001. Key points: - Headline profit* of £13.0 million (£12.6 million) up 3% as a result of strong Russian and CIS performance. - Headline diluted earnings per share 3.7p (2000: 4.4p). - Cash balances of £16.3m. - Impairment of goodwill and investments £39.1m. - Recommendation of final dividend was intended, but effect of the goodwill impairment has made it technically impossible until capital reorganisation has been undertaken. This is not expected to present a major obstacle. - Reported Turnover of £50.4 million (2000: £38.8 million) up 30%. Turnover including ITE's share of Associates revenue and Other Income amounts to £57.5 million, up 30% (2000: £44m). - £40m fundraising including £30m from media and communications private equity investor Veronis Suhler. - Strong current core Russian and CIS trading. - ITE organised 233 exhibitions utilising approximately 425,000 square meters of net space sold. *Headline profit is defined as profit before tax, amortisation and impairment of goodwill and investments. Contact: Stephen Warshaw, Chief Executive Ian Tomkins, Finance Director ITE Group Plc + 44 20 7596 5000 Richard Oldworth / Isabel Petre Buchanan Communications + 44 20 7466 5000 ITE GROUP PLC Preliminary Statement for the year ended 30 September 2001 Comments by Chairman: Lawrie Lewis Despite difficult trading conditions during 2000/2001 in Turkey, Egypt and the technology sector, I am pleased to report that ITE has delivered a creditable trading performance, albeit at a lower level than our expectations at the beginning of the trading period. Turnover of £50.4 million and headline pre-tax profit of £13.0 million was achieved for the 12 months to 30 September 2001. A loss before tax of £29.9 million was recorded as we have necessarily adjusted for total impairment of £39.1 million relating to our investments in ITF, EUF, ACG, MEC, XRM, E-business, Agentura Triumf, Incheba Bratislava and Rantai. These acquisitions were made over the past two financial years. Your Directors believe it to be prudent to make a provision against the carrying value of these investments due to uncertainty relating to their future profitability and cashflows. The impairment review was carried out for each territory and acquisition in accordance with the requirements of UK accounting standards. This review was performed in addition to a similar review undertaken for the purposes of the 2001 Interim Report. ITE made only one significant acquisition in the year under review. Adjusted earnings per share for the year to 30 September 2001 were 3.7p. The board intended to recommend a final dividend, but the effect of the goodwill impairment review on the company's reserves is to make it technically impossible for ITE to pay such a dividend. The board has therefore resolved to seek the approval of shareholders at the forthcoming AGM, for a reduction of capital intended to allow the company to resume paying dividends at a level which the Board hopes will compensate for this year's missed final dividend. Trading The core business in Russia and the CIS out-performed Directors expectations for 2001. The expanding levels of business in Moscow involved a move to larger offices to accommodate the increase in staff numbers, which have now almost reached 100. Early signs of revival in the Turkish economy are not reflected in the year's results, but we anticipate some improvement in 2002. Our flagship events at Expocentr in Moscow performed well with very good re-bookings for 2001/2002. Expocentr, currently 35,000 sq metres, is building a further 20,000 sq metres of new exhibition space which will be available for use in Autumn 2002. ITE expects to be able to capitalise on this opportunity. ITE's associate Incheba Prague successfully acquired a 20 year contract to manage Vystaviste, the leading exhibition venue in Prague, and ITE acquired the remaining 5% of Agentura Triumf which is based there. ITE now owns 100% of Holiday World, the largest Travel & Tourism exhibition in Prague. Intermedia, which was acquired in September 2000, performed very well, especially with its launches of E-learning in Paris, Amsterdam and Hong Kong. Intermedia expects to launch more E-learning events in Vienna, Sydney, Toronto and Johannesburg in 2002/2003. Our Oil & Gas events in Kazakhstan and Turkmenistan, held shortly after 11 September, performed well and outperformed Directors' expectations. Funding In November 2000 VS & A Communications Partners, a private equity affiliate of Veronis Suhler subscribed approximately £30 million in cash at 70p per share in exchange for a shareholding of 16.9% in the enlarged equity. At the same time existing shareholders and directors injected £9.68 million at the same price. As a result ITE has repaid all debt and has net cash of over £16 million as at 30 September 2001. Acquisitions In August 2001, we acquired 75% of Extension 21, a fashion exhibition, held twice a year in Harrogate. We have changed the name of this event to MODA UK which further re-enforced our strategy of developing brands. We currently own the leading fashion exhibition MODA Moscow which is also bi-annual. We will be launching MODA UK at the NEC in Birmingham in February 2002 and will look to clone the brand in some of our other markets. Management As announced on 22 October 2001, Stephen Warshaw was appointed Chief Executive, and I have become non-executive Chairman. Stephen was Managing Director of Veronis Suhler International Ltd where he helped set up the London based international office of the leading US Media Merchant Bank. Stephen spent seven years at Reed Elsevier Plc where he held a number of senior positions in Britain and abroad - including CEO of Reed Elsevier Medical Group and of the Reed Education Publishing Group. Matthew Meredith was appointed Chief Operating Officer in August. He has over 14 years exhibition experience working in emerging markets with Andry Montgomery and subsequently with DMG. ITE also appointed a new International Sales Director, Brian Wiseman, who has more than 20 years exhibition experience. I must thank everyone in ITE at home and overseas for their support throughout the year. We have a highly professional and motivated staff and a strengthened senior management. Outlook ITE owns a diversified portfolio of exhibitions, both geographically and by industry sector. Our level of profitability is affected by several factors. Exhibitions are late cycle with volumes (exhibition space sales) responding some 15 - 18 months later than the general economic cycle. The operational gearing of the exhibitions business is high, a factor which tends to amplify relatively minor shift in volumes. Your directors anticipate that trading in 2001/2002 will be affected by continuing difficult economic conditions and by the absence of a contribution in this financial year from our biennial exhibitions MIOGE and AUTOSALON. Currently, ITE has forward sold 66% of expected annual exhibition space for the 2002 financial year, compared with 54% at the same time last year. The quality of ITE's core Russian and CIS business, together with our continuing efforts to control our cost base should ensure that your group is well placed to benefit from improvements in our markets. Lawrie Lewis Chairman 10 December 2001 Consolidated Profit and Loss Account For the year ended 30 September 2001 2001 2001 2000 £000 £000 £000 Turnover Acquisitions 540 5,281 Existing operations 49,810 33,565 Continuing operations 50,350 38,846 Cost of sales (28,088) (20,933) Gross profit 22,262 17,913 Net operating expenses before impairment and goodwill amortisation (11,406) Impairment charge (17,882) Goodwill amortisation (2,842) Net operating expenses (32,130) (7,540) Operating profit Acquisitions 56 1,497 Existing operations (9,924) 8,876 Continuing operations (9,868) 10,373 Share of associate's operating profit/(loss) before impairment and goodwill amortisation 522 Impairment charge (21,220) Goodwill amortisation (998) Share of associates' operating (loss)/profit (21,696) (128) Profit on disposal of interest in associate 589 - (Loss)/Profit on ordinary activities before interest (30,975) 10,245 Interest receivable 1,166 383 Interest payable and similar charges (121) (312) (Loss)/Profit on ordinary activities before taxation (29,930) 10,316 Tax on profit on ordinary activities (4,113) (4,101) (Loss)/Profit on ordinary activities after taxation (34,043) 6,215 Minority interests 1,295 (243) (Loss)/Profit for the financial year (32,748) 5,972 Dividends paid (1,323) (3,316) Retained (loss)/profit for the year (34,071) 2,656 Earnings per share Headline diluted 3.7p 4.4p Basic (13.2p) 3.3p Diluted (13.2p) 3.2p Consolidated Balance Sheet 30 September 2001 2001 2000 £000 £000 Fixed assets Goodwill 36,011 47,331 Tangible assets 1,994 1,812 Associates 2,285 21,337 Other investments 2,497 6,178 42,787 76,658 Current assets Debtors 18,793 19,605 Cash at bank and in hand 16,255 2,722 35,048 22,327 Creditors: Amounts falling due within one year (34,448) (52,666) Net current assets / (liabilities) 600 (30,339) Total assets less current liabilities 43,387 46,319 Creditors: Amounts falling due after more than one year (62) (180) Provisions for liabilities and charges (2,577) (12,935) Net assets 40,748 33,204 Capital and reserves Called-up share capital 2,608 1,937 Share premium account 69,571 26,221 Option reserve 1,001 1,853 Profit and loss account (31,145) 2,717 Equity shareholders' funds 42,035 32,728 Minority interests (1,287) 476 Total capital employed 40,748 33,204 Consolidated Cash Flow Statement For the year ended 30 September 2001 2001 2000 £000 £000 Net cash inflow from operating activities 13,303 8,426 Returns on investments and servicing of finance 789 279 Taxation (3,665) (2,531) Capital expenditure and financial investment (722) (3,260) Acquisitions and disposals (19,145) (33,049) Equity dividends paid (1,624) (2,428) Cash outflow before management of liquid resources and (11,064) (32,563) financing Management of liquid resources (2,300) 13,278 Financing 24,597 15,792 Increase/(Decrease) in cash in the year 11,233 (3,493) Notes: 1. The accounts have been prepared on the historical cost basis and do not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. 2. The figures for the period to 30 September 2000 have been extracted from the statutory accounts which have been reported on by the Group's auditors and have been delivered to the Registrar of Companies. The auditors report was unqualified and did not contain any statement under Section 237(2) or (3) of the Companies Act 1985. The auditors have not yet reported on the accounts for the year ended 30 September 2001 nor have any such accounts been delivered to the Registrar of Companies. 3. The headline diluted earnings per share is based on earnings as set out below divided by 250,526,536 ordinary shares, allowing for the effect of all dilutive potential shares. 2001 2000 £'000 £'000 (Loss)/Profit for the financial year (32,748) 5,972 Amortisation of goodwill 3,840 2,315 Impairment of goodwill and investments 39,102 - Impairment attributable to minority interests (948) - Headline Earnings 9,246 8,287 Taxation 4,113 4,101 Other minority interest (347) 243 Headline Profit 13,012 12,631 4. Earnings per share on the net basis is based on the profit for the financial year divided by the weighted average of the number of ordinary shares in issue, being 248,662,905 shares. 5. The calculation of fully diluted earnings per share is based on 250,526,536 ordinary shares, allowing for the exercise of all dilutive potential shares.

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