Interim Results

ITE Group PLC 28 May 2002 28th May 2002 ITE Group plc Interim Results for the Six Months ended 31 March 2002 ITE Group plc, the international exhibitions specialist, today announces interim results for the six months ended 31 March 2002. Highlights: • Turnover up 5% to £18.7 million (2001: £17.8 million) • Headline pre-tax profit of £0.9 million (2001: £3.8 million) prior to one-off exceptional charges involved in restructuring and rationalising the Group's international operations • Interim dividend of 1.45p per share (2001: 0.5p) • Strong balance sheet with cash balance of £15.7 million and net assets of £34.3 million at 31 March 2002 • Continued strong trading in core Russian and CIS markets • Rationalisation programme near completion, allowing renewed focus on key markets • Encouraging forward order book with like-for-like sales to the year ended September 2003 9% ahead of last year • Appointment of Iain Paterson as Non-Executive Chairman further strengthens the Board and complements the arrival of Stephen Warshaw as CEO in October 2001 Commenting on the results, Stephen Warshaw, Chief Executive Officer, said: 'After a disappointing period for shareholders, ITE is once again focused on its key exhibition markets in Russia, the CIS, Eastern Europe and Turkey and it is encouraging to see the company reporting strong trading in 2002 from its core Russian and CIS shows, with the Oil & Gas, Travel and Construction events being particularly successful. Forward bookings for the year ended 30 September 2003 are now 9% ahead of forward bookings last year on a like-for-like basis, with key Russian and CIS events for 2003 being particularly strong. Indications from all our key markets give us confidence that we will meet our expectations in 2002 and perform strongly in 2003 - a year that also holds ITE's big biennial events. 'I am also delighted to welcome Iain Paterson to our Board as Non-Executive Chairman and look forward to working together with him to develop the full potential of the business.' -Ends- Enquiries: Stephen Warshaw 020 7596 5000 ITE Group plc David Simonson/Nicola Davidson 020 7606 1244 Merlin Financial Chief Executive Statement: Results It has been a challenging first six months of the year, during which significant management action has been required to move the focus of the Group toward its most profitable businesses. We are pleased to be able to report that, despite the disappointments of some of the less successful investments, we have seen consistently strong trading in our core Russian and CIS markets during this period. This strong trading has helped the Group report turnover up 5% over the same period in 2001 at £18.7 million, with a headline pre-tax profit of £0.9 million (2001: £3.8 million) prior to non-recurring exceptional charges involved in restructuring and rationalising the Group's international operations. This reduced result can be attributed to an increase in operating costs due to strengthening and broadening the senior management team, contractual obligations and increased staff and management costs, and a lower than expected contribution from some of our associates, particularly in Turkey where three key exhibitions which contributed £0.8 million of operating profitability in 2001 were rescheduled. These events will now take place in October and November 2002. Our balance sheet remains strong with a cash balance of £15.7 million and net assets of £34.3 million as at 31 March 2002. Following the completion of the capital reorganisation, an interim dividend of 1.45p (2001: 0.5p) has been declared by the Board. This will be payable on 19 July 2002 to shareholders on the register on 7 June 2002. Shareholders can elect to take their dividend either in cash or in new shares in ITE. The Board has recognised in determining and declaring the amount of the dividend the fact that it was technically impossible for ITE to pay a final dividend for 2001. Consequently, the Board has increased the interim dividend amount as paid in past years to make good this shortfall to shareholders. Rationalisation programme and restored focus During the six month period, your management has begun to implement a more focused approach to its markets following the largely unsuccessful and aggressive acquisition policy adopted over recent years. This focus will orientate ITE back mainly towards its key markets in Russia, the CIS, Eastern Europe and Turkey, which we believe have strong potential. The main products of our business will continue to be the trade shows and conferences for which we are market leaders. It is our intention to focus on those sectors where we have traditional strength and expertise, particularly Construction, Oil and Gas, Motor and Transport, Travel and Tourism, Food and Ingredients. During the period under review, we have undertaken a rationalisation programme which is now nearing completion. This programme has resulted in a number of non-recurring costs being incurred in the period under review which largely relate to the acquisition programme undertaken by the Group in prior years. Such non-recurring costs have amounted to £7.1 million and consist of: redundancy costs of £0.6 million, a provision for rent and repairs of £0.5 million, a provision for unrecoverable loans and debtor balances of £2.1 million, and an impairment to goodwill of £3.9 million. The provision of £0.5 million has been made in relation to costs for properties that are now surplus to the Group's requirements. . The provision for unrecoverable loans and debtor balances of £2.1 million relates to likely unrecoverable debts and balances in respect of businesses in Indonesia, Turkey, Egypt and the Ukraine. The impairment primarily relates to ITE's investment in Intermedia, which has been written down by £2.5 million, due to the continued downturn in the technology sector. One of our investments in Turkey, which has continued to underperform, has also been further impaired by £1.0 million. Finally, a write down of one of our investments in the Czech Republic by £0.4 million has been made as part of the process of consolidation and alignment of ITE's interests in the Central European region. Looking ahead, ITE has contracted to acquire the minority interest in a company that carried out ITE's investment in Egypt. The cash cost of this transaction will be approximately £0.2m, although the overall accounting loss to the Group will be in the region of £1.2 million, given the effect of previous impairments undertaken in respect to the investment. This process has been undertaken to simplify the structure of ITE's Egyptian investment and addresses the existence of a put option held by the minority party. In addition, the Group is in negotiation to dispose of its interest in Indonesia. To date there has been no cash effect relating to this particular disposal, although it is anticipated that the overall exit from the Indonesian business will have a cash cost of approximately £0.5 million. Further we are combining all our businesses in the Czech Republic within our 50:50 joint venture, Incheba Prague; and we have acquired the remaining 50% of the shares in our exhibition software company, XRM for a sum of £0.7m. Performance of core events: During the period to 31 March 2002, ITE organised 101 events (2000/2001: 127 events). The following events were the top contributors to turnover for the period, including ITE's share of turnover attributable to associates: It is particularly pleasing to note that the majority of shows have expanded in terms of square metreage and have also maintained their yield. In order of turnover: Area (sq.m.) Area (sq.m.) 2001/2002 2000/2001 Moscow International Travel and Tourism 15,000 14,600 Kazakhstan Oil & Gas 4,500 3,200 Moscow Sports, Boats and Leisure 5,950 4,200 Transrussia 3,400 3,550 International Textile Show (Autumn) - Turkey 11,350 10,000 International Textile Show (Spring) - Turkey 10,200 8,600 Moda Moscow 3,000 1,950 Ingredients Russia 2,650 2,740 Holiday World - Prague 7,700 9,900 Saudi Arabia Oil & Gas 2,400 - Batimat St. Petersburg * - 6,400 Auto Show - Turkey * - 34,900 Automotive Spare parts - Turkey * - 11,900 Commercial Vehicles - Turkey * - 10,100 * Events rescheduled from period under review. Management We are delighted today to have issued a separate statement announcing the appointment of Iain Paterson as the new Non-Executive Chairman. Iain was previously a main Board Director of Enterprise Oil plc and before that he had an extensive and successful career with BP plc. He has considerable experience with emerging markets and currently acts as a Non-Executive Director for three other companies. Outlook We have been greatly encouraged by the continued strong trading to date in 2002 from our core Russian and CIS shows, with our key Oil & Gas, Travel and Construction events being particularly successful. This trading is reflected in the strength of our forward order book, which is 9% ahead of forward bookings last year on a like for like basis, with key Russian and CIS events for 2003 being particularly strong. To date 99% of forecast revenues for the year ended 30th September 2002 have been invoiced. At the same time last year, ITE had sold 87% of its revenues for the year ended 30th September 2001. A new hall is being built at the main Moscow exhibition ground, (Expocentr), which will open in late 2002. This extra space will allow us to grow our largest shows, which in turn will be reflected in our revenues. After a very difficult year in 2001, the business in Turkey is showing signs of recovery helped by a more stable exchange rate. ITE's investment in Turkey is expected to make a small contribution to ITE profits in 2002 and a more significant contribution in 2003. ITE is in a strong financial position from which we believe there are a number of opportunities to develop the full potential of the business and enhance shareholder value. Indications from all of our key markets give us confidence that we will meet our expectations in 2002. The outlook for 2003 - a year that also holds ITE's big biennial events - looks very encouraging at this stage Stephen Warshaw Chief Executive Officer Consolidated Profit and Loss Account Six months to Six months to Year ended 30 31 March 2002 31 March 2001 September 2001 Notes Unaudited Unaudited Audited Turnover £000 £000 £000 Existing operations 18,662 17,843 49,810 Acquisitions - - 540 Continuing operations 18,662 17,843 50,350 Cost of sales (12,821) (12,033) (28,088) Gross profit 5,841 5,810 22,262 Other operating expenses before exceptional items (6,396) (3,611) (11,406) Exceptional loan write off (864) - - Operating (loss)/profit before amortisation of goodwill (1,419) 2,199 10,856 Impairment charge 3 (3,939) (5,000) (17,882) Goodwill amortisation (1,024) (1,352) (2,842) Operating (loss)/profit Existing operations 4 (6,382) (4,153) (9,924) Acquisitions - - 56 (6,382) (4,153) (9,868) Share of associate's operating (loss)/profit before (1,445) 987 522 impairment and goodwill amortisation Impairment charge - (9,500) (21,220) Goodwill amortisation (78) (619) (998) Share of associates' operating loss (1,523) (9,132) (21,696) Profit on disposal of interest in associate - - 589 Loss on ordinary activities before interest (7,905) (13,285) (30,975) Interest receivable 562 513 1,166 Interest payable (2) (111) (121) Loss on ordinary activities before taxation (7,345) (12,883) (29,930) Tax on loss on ordinary activities (203) (1,314) (4,113) Loss on ordinary activities after taxation (7,548) (14,197) (34,043) Minority interests (1) (37) 1,295 __________ __________ __________ (Loss)/profit for the financial period (7,549) (14,234) (32,748) Dividends - (1,286) (1,323) __________ __________ __________ Retained loss (7,549) (15,520) (34,071) __________ __________ __________ Earnings per share Headline diluted 5 (1.0p) 1.0p 3.7p Basic 5 (3.0p) (5.9p) (13.2p) Diluted 5 (3.0p) (5.9p) (13.2p) Consolidated Balance Sheet 31 March 2002 31 March 2001 30 September 2001 Notes Unaudited Unaudited Audited £000 £000 £000 Fixed assets Goodwill 31,904 40,920 36,011 Tangible assets 1,828 1,790 1,994 Associates 914 15,236 2,285 Other investments 2,492 5,954 2,497 ___________ ___________ ___________ 37,138 63,900 42,787 Current assets Debtors 21,055 22,920 18,793 Cash at bank and in hand 15,706 21,608 16,255 ___________ ___________ ___________ 36,761 44,528 35,048 Creditors: Amounts falling due within one year 6 (37,615) (37,775) (34,448) ___________ ___________ ___________ Net current (liabilities)/assets (854) 6,753 600 ___________ ___________ ___________ Total assets less current liabilities 36,284 70,653 43,387 Creditors: Amounts falling due after more than one (61) (171) (62) year Provisions for liabilities and charges (1,879) (10,636) (2,577) ___________ ___________ ___________ Net assets 34,344 59,846 40,748 ___________ ___________ ___________ Capital and reserves Called-up share capital 2,699 2,571 2,608 Share premium account 71,388 68,199 69,571 Option reserve 274 1,708 1,001 Profit and loss account (38,624) (12,666) (31,145) ___________ ___________ ___________ Equity shareholders' funds 35,737 59,812 42,035 ___________ ___________ ___________ Minority interests (1,393) 34 (1,287) ___________ ___________ ___________ Total capital employed 34,344 59,846 40,748 ___________ ___________ ___________ Consolidated Cash Flow Statement Six months to Six months to Year ended 30 31 March 2002 31 March 2001 September 2001 Unaudited Unaudited Audited £000 £000 £000 Operating loss (6,382) (4,153) (9,868) Depreciation charges 247 284 540 Amortisation 1,024 1,352 2,842 Impairment 3,939 5,000 17,882 Loss on sale of tangible fixed assets (22) (4) - (Profit)/loss on sale of own shares - - (2) Decrease/(increase) in debtors (1,351) (3,667) 1,106 (Decrease)/increase in creditors 7,141 7,943 803 __________ __________ __________ Net cash inflow from operating activities 4,596 6,755 13,303 Returns on investments and servicing of finance 122 222 789 Taxation (585) (1,331) (3,665) Capital expenditure and financial investment (55) (97) (722) Acquisitions and disposals (4,774) (10,268) (19,145) Equity dividends paid - (843) (1,624) __________ __________ __________ Cash outflow before management of liquid (696) (5,562) (11,064) resources and financing Management of liquid resources - (17,795) (2,300) Financing 147 24,448 24,597 __________ __________ __________ (Decrease)/increase in cash in the year (549) 1,091 11,233 __________ __________ __________ 1. The six months accounts have been prepared on the historical cost basis, are unaudited and do not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. 2. The results for the year ended 30 September 2001 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. 3. An impairment review resulted in a loss of £3.9 million. Of this amount, the Group's investment in Intermedia was written down by £2.5 million as a result of the continuing difficult market conditions in the Information Technology sector. A £1.0 million impairment was undertaken in relation to the Group's investment in EUF in Turkey, whilst an impairment of £0.4 million has been taken on the investment in Agentura Triumf in the Czech Republic. 4. Operating loss includes a charge for compensation paid to directors for loss of office of £442,352 for the six month period to 31 March 2002 (Six months to 31 March 2001: £100,000; Year ended 30 September 2001: £70,000). For statutory reporting purposes, operating expenses amount to £12,223,000 (31 March 2001: £9,963,000) and comprise other operating expenses, amortisation of goodwill and goodwill impairment. 5. Basic, diluted and headline diluted earnings per share have been based on the profit for the financial period divided by the weighted average of the number of shares in issue being 253,574,493. 6. Creditors: amounts falling due within one year includes amounts representing deferred income of £27,225,000 (31 March 2001: £26,212,000; Year ended 30 September 2001: £20,529,397). 7. Copies of this document are being sent to shareholders. Further copies are available from the Company's registered office. Introduction We have been instructed by the company to review the financial information for the six months ended 31 March 2002 which comprises the Profit and Loss Account, the Balance Sheet, the Cash Flow Statement and the related notes numbered 1 to 7. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. Directors' responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim report in accordance with the Listing Rules of the Financial Services Authority which require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued by the Auditing Practices Board for use in the United Kingdom. A review consists principally of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data and based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed in accordance with United Kingdom Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly, we do not express an audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 31 March 2002. Arthur Andersen Chartered Accountants 180 Strand London WC2R 1BL 28 May 2002 Interim dividend Record date 7 June 2002 Last date for Election (Scrip Dividend) 10 July 2002 Payment date 19 July 2002 Final dividend Record date December 2002 Payment date February 2003 This information is provided by RNS The company news service from the London Stock Exchange

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