16 May 2011
ITE GROUP PLC
INTERIM RESULTS ANNOUNCEMENT
Return to growth
|
Six months to 31 March 2011 |
Six months to 31 March 2010 |
|
|
|
Volume sales |
282,600 m2 |
203,600 m2 |
|
|
|
Revenue |
£53.0m |
£39.2m |
|
|
|
Pre-tax profit |
£3.5m |
£5.6m |
|
|
|
Headline pre-tax profit* |
£9.1m |
£6.4m |
|
|
|
Diluted earnings per share |
1.1p |
1.7p |
|
|
|
Headline diluted earnings per share** |
3.0p |
2.0p |
|
|
|
Interim dividend per share |
1.9p |
1.7p |
|
|
|
Net cash |
£15.6m |
£29.7m |
· Return of economic growth in the Group's core markets
· Good organic growth - like-for-like volume sales up 13%
· Two acquisitions completed in Russia - expanding market and sector coverage
· Strong cash generation in year; and net cash as at 31st March of £15.6m
· £137.1m of revenue booked for the full year - (£98.1m this time last year)
· Dividend increased to 1.9 p (2010: 1.7p)
Russell Taylor, CEO of ITE Group plc, commented:
"ITE has delivered a good performance during the first half of the year as the recovery seen last year turned to sustained growth in our core markets. This momentum has been complemented by the initial contribution from the recently acquired businesses as well as the organic development of our exhibition portfolio. The acquisitions of MVK and Krasnodar Expo have strengthened and diversified our Russian business considerably, adding 40 new exhibitions. The events that have run to date have performed in line with our expectations and the integration is going well.
The Moscow market is now trading well and our regional markets are steadily improving. As at 12 May 2011 the Group has booked revenues for the current financial year of £137.1m (2010: £98.1m), which includes sales from newly acquired business as well as organic growth. On a like-for-like basis volume sales are more than 10% ahead of this time last year. The financial position of the Group remains strong with net cash of £13.4m at 12 May 2011. Good trading conditions in our markets allied with their longer term potential give the Board confidence in ITE's future prospects".
* Headline pre-tax profit is defined as profit before tax, excluding amortisation of acquired intangibles, impairment of goodwill, profits or losses on disposal of Group undertakings, revaluation of financial liabilities in relation to minority put options and direct costs on completed and pending acquisitions & disposals - see note 5 for details.
** Headline diluted earnings per share is calculated using profit before amortisation of acquired intangibles, impairment of goodwill, profits or losses on disposal of Group undertakings, revaluation of financial liabilities in relation to minority put options and direct costs on completed and pending acquisitions & disposals - see note 8 for details.
Enquiries:
Russell Taylor, Chief Executive Neil Jones, Group Finance Director
|
ITE Group plc |
020 7596 5000 |
Charles Palmer/James Macey-White/Emma Appleton |
Financial Dynamics |
020 7831 3113 |
Financial performance
The results for the first six months of the financial year reflect a return to growth in the Group's core markets together with a first-time contribution from newly acquired businesses. Revenues increased to £53.0m from £39.2m and gross profits improved to £20.6m from £17.1m. Headline profits before tax for the first six months of the year were £9.1m (2010: £6.4m) and benefitted from less foreign exchange volatility this year. Headline profits before exchange differences and tax for the first six months were £9.4m (2010: £8.5m).
The Group's portfolio of exhibitions delivered organic growth of 21% in revenues and 11% in gross profits over the first six months; the contribution from newly acquired businesses was £4.1m to revenue and £1.7m to gross profits. The Group has incurred higher administrative costs in the period, reflecting transactional and other infrastructure costs incurred in integrating the newly acquired businesses, as well as an increase in the charge for share based payments.
Reported profits before tax were £3.5m (2010: £5.6m) and fully diluted earnings per share for the first six months were 1.1p (2010: 1.7p); both were affected by an increase in the charge for amortisation of intangible assets from £2.1m to £4.8m. Cash generated from operations over the first six months was £37.3m (2010: £27.5m) of which £28.5m has been applied to acquisitions and £4.0m in further loans to venues. After making these payments, the Group had net cash balances of £15.6m (2010: £29.7m) at 31 March 2011.
Business development
The Group has continued to implement its strategy of sector and geographic expansion in its core markets.
On 17 December 2010, the Group acquired 100% of MVK for a total cash consideration of €33m (£27.4m). MVK is a significant Moscow exhibitions business operating circa 20 exhibitions with annual volume sales of more than 55,000 sqm. MVK's largest annual exhibitions serve the furniture, packaging, pumps and measurement industries. This high quality portfolio of events gives ITE access to new sectors, is complementary to the Group's existing exhibition interests and will both broaden and strengthen the Group's core activities.
Two of the more significant events in the portfolio, EuroMebelExpo (furniture) and Rosupak (packaging), take place in late May and June respectively and both are currently performing well, with sales on both events in line with the Group's expectations.
On 3 March 2011, the Group acquired 100% of Krasnodar Expo LLC for a consideration of Rubles 410m (£8.8m). Half of the consideration was paid on 1 April 2011 with the balance deferred until audited financial results for the year to 31 December 2010 are finalised. Krasnodar is a significant exhibition business based in southern Russia with a portfolio of more than 20 exhibitions which generate annual sales volume of circa 50,000 sqm. The largest events serve the construction and agricultural industries. This portfolio is complementary to ITE's existing Russian exhibitions and will provide the Group with an opportunity to participate in the growth of this key region.
The Group continues to seek opportunities which are consistent with its overall strategy of building market leading positions in emerging markets.
Dividend
The Board has approved an interim dividend of 1.9p per share (2010: 1.7p per share). The Board retains a progressive dividend policy.
Trading highlights and review of operations
The first half of the financial year has seen the Group benefit from continually improving trading conditions, most notably in Moscow, the Group's largest market, which is now clearly operating in a 'business as usual' environment. Elsewhere, the Group's markets continue to recover, albeit more slowly, from the global recession of 2009/2010 and all are now showing signs of continual improvement.
Overall the Group's volume sales for the first six months increased to 282,600m2 (2010: 203,600) through a mix of organic and acquisition driven growth.
On a like-for-like basis, volume sales were 13% higher than in the same period last year. During this period ITE organised 93 events of which eight were newly acquired events taking place in the first six months (2010: 80 events). A summary of the Group's exhibition business sales and margins is set out below.
|
Square meters sold 000's |
Revenue* £'m |
Gross Profit* £'m |
First half 2010 |
204 |
38.6 |
16.9 |
Acquisitions |
21 |
4.1 |
1.7 |
Biennial effect |
32 |
1.7 |
0.1 |
Net organic change |
26 |
8.0 |
1.7 |
First half 2011 |
283 |
52.4 |
20.4 |
* Excluding publishing activity
Russia
Overall volume sales in Russia for the first six months of the year were 53% higher than last year, aided by the contribution from newly acquired businesses.
Moscow has performed strongly in the first half of the financial year as the economic recovery, which began in early 2010, has continued and overall like-for-like sales volumes for the first six months were 29% higher than this time last year. The autumn events were all well ahead of the prior year, which was fully impacted by the economic recession. The second quarter events, also showed good growth, but against less impacted comparatives. Aqua-therm Moscow delivered good growth, and the Moscow International Travel & Tourism event, which takes place in March, achieved sales of 21,000 m2 - an improvement of 8% over the prior year event. In March ITE Moscow took the decision to relocate a number of its leading events from their current venue to more centrally located venues beginning with their 2012 editions. Although these are higher cost venues, the move will provide a more stable future for these events.
St. Petersburg, which was badly hit by the economic recession, is experiencing a slower recovery than Moscow. like-for-like sales over the first six months were higher than the same period last year but the principal events in St Petersburg take place in the second half of the year.
The Group's Siberian office in Novosibirsk experienced a similar trading pattern to St. Petersburg, but with more of its major events weighted to the first half of the financial year it has seen a stronger first half recovery with volume sales 13% ahead of the same period last year. The Group has recently agreed terms to be the anchor tenant at the newly constructed International Exhibition Centre, which is due to open in late 2011. The new venue will increase operating costs but again will provide a better platform for growth in the region.
The recently acquired MVK portfolio of events has now been integrated into the Moscow office, but to date only three of the smaller events have taken place since the business was acquired. Krasnodar Expo, which was acquired in March just prior to the running of one of the largest events in the portfolio. UASF Krasnodar (building and furnishing), sold 10,200sqm and performed in line with our expectations.
Central Asia & the Caucasus
Overall volume sales for the first six months in Central Asia and the Caucasus were 12% higher on a like-for-like basis than last year. Consistent with trading patterns seen in regions outside Moscow, the Kazakhstan market continued to emerge slowly from the recession. Overall Kazakhstan reported a 6% increase in volume sales across its events taking place in the first half. The largest event in the region is the Kazakhstan International Oil & Gas Exhibition (KIOGE), which takes place in Almaty in October, where space sales of 7,800 sqm were similar to last year's event. However KIOGE conference revenues were circa 15% lower in 2010 reflecting the effect of an alternative industry forum in Astana at the same time as the Group's event. Since then ITE has been appointed as the operator of this forum which will create an opportunity to develop both events within the framework of a Kazakhstan Oil and Gas Week.
In Azerbaijan and Uzbekistan, which were both largely unaffected by the economic recession, growth has been good. The Group's Azerbaijan business is the anchor tenant at the recently opened Baku Exhibition Centre and is starting to experience the effects of improved facilities, running new events and experiencing volume increases at existing events.
Eastern & Southern Europe
In Turkey the Group made good progress with volume sales increasing by 10% on a like-for-like basis. Overall volume sales of 110,000 m2 for the first six months of the year were an increase of 41,000 sqm on the prior year, largely attributable to the biennial TATEF (industrial metal working) event acquired as part of the Group's acquisition of its joint venture assets in January 2010. The Group's leading regional travel event EMITT, achieved record volumes and revenues, illustrating the continued strength of the sector.
Ukraine was the most severely effected of the Group's markets and volume sales continued to be weak throughout the first half with overall sales volumes remaining the same as the prior year.
UK and the Rest of the World
MODA, the Group's leading UK mid-market fashion event, which includes the increasingly successful childrenswear exhibition, Bubble, continued to outperform the domestic market, posting like-for-like volume increases of 7%. The MODA event in February consolidated the launch of the lingerie sector in 2010 and sold all available space at the venue.
In India, the Group successfully ran the Mining and Minerals event MMMM for the first time under its ownership, and also joint ventured on the National Oil Gas event, Petrotech. The Group has been developing its existing brands in its core sectors, with the launches of Delhibuild and Worldfood India planned for later this year.
April 2011 trading
April's trading was ahead of the Group's expectations, with especially strong sales performance from the Group's leading construction event Mosbuild. The resilience of this event and its performance in not only producing strong sales uplift but a significant increase in visitor attendance illustrates the strength and durability of strong exhibition brands.
Results for the Group's principal events taking place in April are set out below:-
|
April 2011 Sq.m.
|
April 2010 Sq.m.
|
Mosbuild |
77,700 |
62,700 |
Interstoyexpo |
8,200 |
6,400 |
TransRussia |
8,700 |
7,500 |
Mips |
8,600 |
6,600 |
Outlook
The Moscow market is now trading well and ITE's regional markets are steadily reflecting an improvement in their trading conditions. As at 12 May 2011, the Group had booked revenues for the current financial year of £137.1m (2010: £98.1m), of which £12.5m relates to newly acquired businesses. On a like-for-like basis volume sales for the full financial year are more than 10% ahead of the comparable figure for last year.
The financial position of the Group remains strong, and the Group continues to generate high levels of cash. With good trading conditions in its markets allied with their longer term prospects for further development the Board has confidence in ITE's future prospects.
Going Concern
As stated in note 17 to the condensed financial statements, the Directors are satisfied that the Group has sufficient resources to continue to operate for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.
Condensed Consolidated Income Statement
For the six months ended 31 March 2011
|
|
Six months to 31 March 2011 |
|
Six months to 31 March 2010 |
|
Year ended 30 September 2010 |
|
|
Unaudited |
|
Unaudited |
|
Audited |
|
|
|
|
|
|
|
|
Notes |
£000 |
|
£000 |
|
£000 |
Continuing operations |
|
|
|
|
|
|
Revenue |
|
53,042 |
|
39,225 |
|
113,547 |
Cost of sales |
|
(32,440) |
|
(22,175) |
|
(58,211) |
|
|
__________ |
|
__________ |
|
__________ |
Gross profit |
|
20,602 |
|
17,050 |
|
55,336 |
Other operating income |
|
147 |
|
144 |
|
288 |
Administrative expenses before amortisation |
|
(11,930) |
|
(9,044) |
|
(19,858) |
Amortisation of acquired intangibles Foreign exchange loss on operating activities |
|
(4,801) (310) |
|
(2,080) (2,063) |
|
(5,820) (141) |
Total administrative expenses |
|
(17,041) |
|
(13,187) |
|
(25,819) |
Share of results of associate |
|
- |
|
126 |
|
126 |
|
|
__________ |
|
__________ |
|
__________ |
Operating profit |
|
3,708 |
|
4,133 |
|
29,931 |
Gain on disposal of associate |
|
- |
|
834 |
|
834 |
Investment revenue |
3 |
193 |
|
864 |
|
1,098 |
Finance costs |
4 |
(384) |
|
(245) |
|
(585) |
|
|
__________ |
|
__________ |
|
__________ |
Profit on ordinary activities before taxation |
5 |
3,517 |
|
5,586 |
|
31,278 |
Tax on profit on ordinary activities |
6 |
(717) |
|
(1,452) |
|
(7,313) |
|
|
__________ |
|
__________ |
|
__________ |
Profit for the period |
|
2,800 |
|
4,134 |
|
23,965 |
|
|
__________ |
|
__________ |
|
__________ |
Attributable to: |
|
|
|
|
|
|
Owners of the Company |
|
2,680 |
|
4,104 |
|
23,873 |
Non-controlling interests |
|
120 |
|
30 |
|
92 |
|
|
__________ |
|
__________ |
|
__________ |
|
|
2,800 |
|
4,134 |
|
23,965 |
|
|
__________ |
|
__________ |
|
__________ |
|
|
|
|
|
|
|
Earnings per share (p) |
|
|
|
|
|
|
Basic |
8 |
1.1 |
|
1.7 |
|
10.0 |
Diluted |
8 |
1.1 |
|
1.7 |
|
9.8 |
|
|
__________ |
|
__________ |
|
__________ |
The results stated above relate to continuing activities of the Group.
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 31 March 2011
|
|
Six months to 31 March 2011 |
Six months to 31 March 2010 |
Year ended 30 September 2010 |
|
|
Unaudited |
Unaudited |
Audited |
|
|
|
|
|
|
|
£000 |
£000 |
£000 |
|
|
|
|
|
Profit for the period attributable to shareholders |
|
2,800 |
4,134 |
23,965 |
Cash flow hedges: (Losses)/gains during the period |
|
(3,021) |
1,418 |
3,180 |
|
|
|
|
|
|
|
|
|
|
Exchange differences on translation of foreign operations |
|
2,110 |
4,808 |
2,150 |
Put option at fair value |
|
(1,082) |
(2,065) |
(2,065) |
|
|
__________ |
__________ |
__________ |
|
|
807 |
8,295 |
27,230 |
|
|
__________ |
__________ |
__________ |
|
|
|
|
|
Tax relating to components of comprehensive income |
|
1,128 |
- |
(414) |
|
|
|
|
|
Total comprehensive income for the period |
|
1,935 |
8,295 |
26,816 |
Attributable to: |
|
|
|
|
Owners of the Company |
|
1,815 |
8,265 |
26,724 |
Non-controlling interests |
|
120 |
30 |
92 |
|
|
__________ |
__________ |
__________ |
|
|
1,935 |
8,295 |
26,816 |
|
|
__________ |
__________ |
__________ |
Condensed Consolidated Statement of Changes in Equity
31 March 2011
|
Share Capital |
Share Premium Account |
Merger Reserve |
Capital Redemption Reserve |
ESOT Reserve |
Retained Earnings |
Put Option Reserve |
Translation Reserve |
Hedge Reserve |
Total |
Non Controlling interests |
Total Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 1 October 2010 |
2,483 |
2,698 |
2,746 |
457 |
(9,638) |
68,318 |
(1,351) |
4,310 |
1,435 |
71,458 |
1,123 |
72,581 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit for the period |
- |
- |
- |
- |
- |
2,680 |
- |
- |
- |
2,680 |
120 |
2,800 |
Currency translation difference on net investment in subsidiary undertakings |
- |
- |
- |
- |
- |
- |
- |
2,110 |
- |
2,110 |
- |
2,110 |
Decrease in fair value of hedging derivatives |
- |
- |
- |
- |
- |
- |
- |
- |
(3,021) |
(3,021) |
- |
(3,021) |
Put option on investment |
- |
- |
- |
- |
- |
- |
(1,082) |
- |
- |
(1,082) |
- |
(1,082) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period |
- |
- |
- |
- |
- |
2,680 |
(1,082) |
2,110 |
(3,021) |
687 |
120 |
807 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of share capital |
3 |
- |
- |
- |
- |
- |
- |
- |
- |
3 |
- |
3 |
Dividends paid |
- |
- |
- |
- |
- |
(9,537) |
- |
- |
- |
(9,537) |
- |
(9,537) |
Exercise of options |
- |
- |
- |
- |
1,664 |
(148) |
- |
- |
- |
1,516 |
- |
1,516 |
Share-based payments |
- |
36 |
- |
- |
- |
879 |
- |
- |
- |
915 |
- |
915 |
Tax charged to equity |
- |
- |
- |
- |
- |
1,128 |
- |
- |
- |
1,128 |
- |
1,128 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 31 March 2011 |
2,486 |
2,734 |
2,746 |
457 |
(7,974) |
63,320 |
(2,433) |
6,420 |
(1,586) |
66,170 |
1,243 |
67,413 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Changes in Equity
31 March 2011
|
Share Capital |
Share Premium Account |
Merger Reserve |
Capital Redemption Reserve |
ESOT Reserve |
Retained Earnings |
Put Option Reserve |
Translation Reserve |
Hedge Reserve |
Total |
Non Controlling interests |
Total Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 1 October 2009 |
2,481 |
2,678 |
2,746 |
457 |
(10,241) |
60,519 |
(4,620) |
2,160 |
(1,745) |
54,435 |
2,272 |
56,707 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit for the period |
- |
- |
- |
- |
- |
4,104 |
- |
- |
- |
4,104 |
30 |
4,134 |
Currency translation difference on net investment in subsidiary undertakings |
- |
- |
- |
- |
- |
- |
- |
4,808 |
- |
4,808 |
- |
4,808 |
Increase in fair value of hedging derivatives |
- |
- |
- |
- |
- |
- |
- |
- |
1,418 |
1,418 |
- |
1,418 |
Put option on acquisition of subsidiary |
- |
- |
- |
- |
- |
- |
(2,065) |
- |
- |
(2,065) |
- |
(2,065) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period |
- |
- |
- |
- |
- |
4,104 |
(2,065) |
4,808 |
1,418 |
8,265 |
30 |
8,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of share capital |
2 |
- |
- |
- |
- |
- |
- |
- |
- |
2 |
- |
2 |
Dividends paid |
- |
- |
- |
- |
- |
(9,283) |
- |
- |
- |
(9,283) |
(244) |
(9,527) |
Exercise of options |
- |
- |
- |
- |
502 |
(183) |
- |
- |
- |
319 |
- |
319 |
Share-based payments |
- |
20 |
- |
- |
- |
654 |
- |
- |
- |
674 |
- |
674 |
Non controlling interest on acquisition of subsidiary |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
49 |
49 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 31 March 2010 |
2,483 |
2,698 |
2,746 |
457 |
(9,739) |
55,811 |
(6,685) |
6,968 |
(327) |
54,412 |
2,107 |
56,519 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statement of Changes in Equity
31 March 2011
|
Share Capital |
Share Premium Account |
Merger Reserve |
Capital Redemption Reserve |
ESOT Reserve |
Retained Earnings Restated |
Put Option Reserve |
Translation Reserve |
Hedge Reserve |
Total |
Non Controlling interests |
Total Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 1 October 2009 |
2,481 |
2,678 |
2,746 |
457 |
(10,241) |
60,519 |
(4,620) |
2,160 |
(1,745) |
54,435 |
2,272 |
56,707 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net profit for the period |
- |
- |
- |
- |
- |
23,873 |
- |
- |
- |
23,873 |
92 |
23,965 |
Currency translation difference on net investment in subsidiary undertakings |
- |
- |
- |
- |
- |
- |
- |
2,150 |
- |
2,150 |
- |
2,150 |
Increase in fair value of hedging derivatives |
- |
- |
- |
- |
- |
- |
- |
- |
3,180 |
3,180 |
- |
3,180 |
Tax relating to elements of comprehensive income |
- |
- |
- |
- |
- |
(414) |
- |
- |
- |
(414) |
- |
(414) |
Put option on acquisition of subsidiary |
- |
- |
- |
- |
- |
- |
(2,065) |
- |
- |
(2,065) |
- |
(2,065) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income for the period |
- |
- |
- |
- |
- |
23,459 |
(2,065) |
2,150 |
3,180 |
26,724 |
92 |
26,816 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of share capital |
2 |
- |
- |
- |
- |
- |
- |
- |
- |
2 |
- |
2 |
Dividends paid |
- |
- |
- |
- |
- |
(13,335) |
- |
- |
- |
(13,335) |
- |
(13,335) |
Exercise of options |
- |
- |
- |
- |
603 |
(273) |
- |
- |
- |
330 |
- |
330 |
Share-based payments |
- |
20 |
- |
- |
- |
1,369 |
- |
- |
- |
1,389 |
- |
1,389 |
Tax charged to equity |
- |
- |
- |
- |
- |
341 |
- |
- |
- |
341 |
- |
341 |
Exercise of put option on acquisition of subsidiary |
- |
- |
- |
- |
- |
(3,762) |
5,334 |
- |
- |
1,572 |
(1,241) |
331 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 31 September 2010 |
2,483 |
2,698 |
2,746 |
457 |
(9,638) |
68,318 |
(1,351) |
4,310 |
1,435 |
71,458 |
1,123 |
72,581 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Balance Sheet
31 March 2011
|
|
31 March 2011 |
31 March 2010 |
30 September 2010 |
|
|
|
Unaudited |
Unaudited |
Audited |
|
|
Notes |
£000 |
£000 |
£000 |
|
Non-current assets |
|
|
|
|
|
Goodwill |
10 |
72,174 |
49,160 |
50,584 |
|
Other intangible assets |
11 |
50,835 |
18,666 |
28,829 |
|
Property, plant & equipment |
|
2,039 |
1,480 |
1,741 |
|
Venue advances and other loans |
|
5,104 |
6,362 |
6,178 |
|
Deferred tax asset |
|
2,560 |
1,115 |
1,652 |
|
Derivative financial instruments |
13 |
- |
229 |
178 |
|
|
|
___________ |
___________ |
___________ |
|
|
|
132,712 |
77,012 |
89,162 |
|
Current assets |
|
|
|
|
|
Trade and other receivables |
|
45,031 |
34,778 |
38,488 |
|
Tax prepayment |
|
46 |
1,418 |
608 |
|
Cash and cash equivalents |
|
42,972 |
38,247 |
33,163 |
|
Derivative financial instruments |
13 |
345 |
663 |
951 |
|
|
|
___________ |
___________ |
___________ |
|
|
|
88,394 |
75,106 |
73,210 |
|
|
|
|
|
|
|
Total assets |
|
221,106 |
152,118 |
162,372 |
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Bank overdraft |
12 |
(17,752) |
(8,530) |
(10,183) |
|
Trade and other payables |
|
(23,847) |
(12,495) |
(15,163) |
|
Derivative financial instruments |
13 |
(1,297) |
(3,097) |
(161) |
|
Deferred income |
|
(85,429) |
(62,291) |
(55,211) |
|
Provisions |
|
(517) |
(258) |
(452) |
|
|
|
___________ |
___________ |
___________ |
|
|
|
(128,842) |
(86,671) |
(81,170) |
|
Non-current liabilities |
|
|
|
|
|
Provisions |
|
(846) |
(640) |
(807) |
|
Deferred tax liabilities |
|
(10,896) |
(4,294) |
(6,089) |
|
Derivative financial instruments |
13 |
(3,476) |
(3,994) |
(1,725) |
|
Loans |
|
(9,633) |
- |
- |
|
|
|
___________ |
___________ |
___________ |
|
|
|
(24,851) |
(8,928) |
(8,621) |
|
|
|
|
|
|
|
Total liabilities |
|
(153,693) |
(95,599) |
(89,791) |
|
|
|
___________ |
___________ |
___________ |
|
Net assets |
|
67,413 |
56,519 |
72,581 |
|
|
|
___________ |
___________ |
___________ |
Condensed Consolidated Balance Sheet
31 March 2011
|
|
31 March 2011 |
31 March 2010 |
30 September 2010 |
|
|
Unaudited |
Unaudited |
Audited |
Equity |
|
|
|
|
Share capital |
14 |
2,486 |
2,483 |
2,483 |
Share premium account |
|
2,734 |
2,698 |
2,698 |
Merger reserve |
|
2,746 |
2,746 |
2,746 |
Capital redemption reserve |
|
457 |
457 |
457 |
ESOT reserve |
|
(7,974) |
(9,739) |
(9,638) |
Retained earnings |
|
63,320 |
55, 811 |
68,318 |
Translation reserve |
|
6,420 |
6,968 |
4,310 |
Hedge reserve |
|
(1,586) |
(327) |
1,435 |
Put option reserve |
|
(2,433) |
(6,685) |
(1,351) |
|
|
___________ |
___________ |
___________ |
Equity attributable to equity holders of the parent |
|
66,170 |
54,412 |
71,458 |
Non-controlling interest |
|
1,243 |
2,107 |
1,123 |
|
|
___________ |
___________ |
___________ |
Total equity |
|
67,413 |
56,519 |
72,581 |
|
|
___________ |
___________ |
___________ |
Condensed Consolidated Cash Flow Statement
For the six months ended 31 March 2011
|
|
Six months to 31 March 2011 |
Six months to 31 March 2010 |
Year ended 30 September 2010 |
|
|
Unaudited |
Unaudited |
Audited |
|
|
£000 |
£000 |
£000 |
Cash flows from operating activities |
|
|
|
|
Operating profit from continuing operations |
|
3,708 |
4,133 |
29,931 |
Adjustments for: |
|
|
|
|
Depreciation and amortisation |
|
5,261 |
2,415 |
6,682 |
Share-based payments |
|
879 |
654 |
1,369 |
Other non-cash expenses |
|
- |
(34) |
- |
Share of associate profit |
|
- |
(126) |
(126) |
(Decrease)/increase in provisions |
|
(329) |
3,223 |
446 |
|
|
__________ |
__________ |
__________ |
Operating cash flows before movements in working capital |
|
9,519 |
10,265 |
38,302 |
Decrease/(increase) in receivables |
|
4,587 |
(701) |
(2,171) |
Increase in deferred income |
|
30,218 |
17,724 |
10,644 |
(Decrease)/increase in payables |
|
(7,068) |
190 |
2,905 |
|
|
__________ |
__________ |
__________ |
Cash generated from operations |
|
37,256 |
27,478 |
49,680 |
Tax paid |
|
(2,783) |
(2,305) |
(7,427) |
Venue advances and loans |
|
(4,000) |
(5,291) |
(9,248) |
|
|
__________ |
__________ |
__________ |
Net cash from operating activities |
|
30,473 |
19,882 |
33,005 |
|
|
|
|
|
Investing activities |
|
|
|
|
Interest received |
|
179 |
131 |
342 |
Derivative financial instruments |
|
(18) |
94 |
214 |
Dividends received from associates |
|
- |
637 |
637 |
Acquisition of business - cash paid |
|
(28,674) |
(2,867) |
(20,498) |
Acquisition of business - cash acquired |
|
158 |
- |
1,915 |
Purchase of property, plant & equipment, computer software and other intangibles |
|
(811) |
(541) |
(1,106) |
|
|
__________ |
__________ |
__________ |
Net cash used in investing activities |
|
(29,166) |
(2,546) |
(18,496) |
|
|
|
|
|
Financing activities |
|
|
|
|
Dividends paid |
|
(9,537) |
(9,283) |
(13,335) |
Interest paid |
|
(352) |
(239) |
(576) |
Proceeds from issue of share capital |
|
3 |
22 |
22 |
Net cash flow in relation to ESOT shares |
|
1,552 |
- |
- |
|
|
__________ |
__________ |
__________ |
Net cash outflows from financing activities |
|
(8,334) |
(9,500) |
(13,889) |
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
|
(7,027) |
7,836 |
620 |
|
|
|
|
|
Net cash and cash equivalents at beginning of period |
|
22,980 |
23,107 |
23,107 |
Effect of foreign exchange rates |
|
(366) |
(1,226) |
(747) |
|
|
__________ |
__________ |
__________ |
Net cash and cash equivalents at end of period |
|
15,587 |
29,717 |
22,980 |
|
|
__________ |
__________ |
__________ |
|
|
31 March 2011 |
31 March 2010 |
30 September 2010 |
|
|
Unaudited |
Unaudited |
Audited |
|
|
£000 |
£000 |
£000 |
Comprised of: |
|
|
|
|
Cash and cash equivalents |
|
42,972 |
38,247 |
33,163 |
Bank overdrafts |
|
(17,752) |
(8,530) |
(10,183) |
Loans |
|
(9,633) |
- |
- |
|
|
__________ |
__________ |
__________ |
|
|
15,587 |
29,717 |
22,980 |
|
|
__________ |
__________ |
__________ |
Notes to the Interim Financial Statements
1. General Information and basis of preparation
The information for the year ended 30 September 2010 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditors reported on those accounts: their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
The annual financial statements of ITE Group plc are prepared in accordance with IFRS 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.
Accounting policies
The interim financial statements have been prepared on the basis of the accounting policies and methods of computation applicable for the year ending 30 September 2010. These accounting policies are consistent with those applied in the preparation of the accounts for the year ended 30 September 2010 except as described below.
The following new standards, amendments to standards and interpretations are mandatory for the period ending 31 March 2011, and have been adopted but have had no impact on the 2011 Group interim statements;
IAS 32 (Revised) Classification of Rights Issues;
IAS 39 (Revised) Financial Instruments: Recognition and Measurement;
IFRIC 9 (Revised) Embedded Derivatives;
IFRIC 17 Distributions of Non-cash Assets to Owners;
IFRIC 18 Transfer of Assets from Customers; and
IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments.
2. Segmental information
The revenue and profit before taxation are attributable to the Group's one principal activity, the organisation of trade exhibitions, conferences and related activities and can be analysed by geographic segment as follows.
IFRS 8 introduces the term Chief Operating Decision Maker (CODM). The Executive Board comprising the Executive Directors (Andy Braid, Neil Jones (Financial Director), Stephen Keen, Suzanne King, Alexander Shtalenkov, Edward Strachan (Executive Director), Russell Taylor (Chief Executive Officer) and Colette Tebbutt) is considered to be the CODM.
ITE's reportable segments are strategic business units that are based in different geographic locations, predominantly in the developing and emerging markets. Each business unit is managed separately and has a different marketing strategy as determined by the local management. The products and services offered by each business unit are identical across the group.
ITE Group evaluates performance on the basis of profit or loss from operations before tax expense excluding non-recurring gains and losses and foreign exchange gains and losses.
Six months ended 31 March 2011 Unaudited |
Russia |
Central Asia & Caucasus |
Eastern & Southern Europe |
UK & Western Europe |
Rest of World |
Total Group |
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
By geographical location of events/activities |
|
|
|
|
|
|
Revenue |
26,672 |
10,304 |
10,617 |
4,518 |
931 |
53,042 |
|
|
|
|
|
|
|
Result |
8,446 |
3,443 |
2,445 |
(10,069) |
(557) |
3,708 |
|
________ |
________ |
________ |
________ |
________ |
_______ |
By origin of sale |
|
|
|
|
|
|
Revenue |
18,180 |
4,824 |
8,824 |
20,711 |
503 |
53,042 |
|
|
|
|
|
|
|
Result |
1,459 |
1,388 |
(1,069) |
2,541 |
(611) |
3,708 |
|
_______ |
________ |
________ |
_______ |
________ |
|
|
|
|
|
|
|
_______ |
Operating profit |
|
|
|
|
|
3,708 |
Investment revenue |
|
|
|
|
|
193 |
Finance costs |
|
|
|
|
|
(384) |
|
|
|
|
|
|
_______ |
Profit before tax |
|
|
|
|
|
3,517 |
Tax |
|
|
|
|
|
(717) |
|
|
|
|
|
|
_______ |
Profit after tax |
|
|
|
|
|
2,800 |
|
|
|
|
|
|
________ |
Capital expenditure |
479 |
21 |
- |
307 |
4 |
811 |
Depreciation and amortisation |
3,026 |
50 |
1,890 |
150 |
145 |
5,261 |
|
|
|
|
|
|
|
Balance Sheet |
|
|
|
|
|
|
Assets * |
108,851 |
10,886 |
31,497 |
63,293 |
3,973 |
218,500 |
|
________ |
________ |
________ |
________ |
________ |
|
|
|
|
|
|
|
________ |
Liabilities * |
(71, 187) |
(4,122) |
(6,530) |
(57,687) |
(1,025) |
(140,551) |
|
________ |
________ |
________ |
________ |
________ |
_______ |
* Segment assets and segment liabilities exclude current and deferred tax assets and liabilities
The revenue in the period of £53.0 million includes £0.2 million of barter sales.
Six months ended 31 March 2010 Unaudited |
Russia |
Central Asia & Caucasus |
Eastern & Southern Europe |
UK & Western Europe |
Rest of World |
Total Group |
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
By geographical location of events/activities |
16,731 |
9,588 |
7,763 |
4,047 |
1,096 |
39,225 |
Revenue |
|
|
|
|
|
|
|
3,405 |
4,292 |
2,200 |
(5,814) |
(76) |
4,007 |
Result |
________ |
________ |
________ |
________ |
________ |
________ |
|
|
|
|
|
|
|
By origin of sale |
9,940 |
3,853 |
6,496 |
17,766 |
1,170 |
39,225 |
Revenue |
|
|
|
|
|
|
|
(1,837) |
1,190 |
447 |
3,830 |
377 |
4,007 |
Result |
________ |
________ |
_______ |
_______ |
________ |
|
|
|
|
|
|
|
126 |
Share of results of associates |
|
|
|
|
|
_______ |
|
|
|
|
|
|
|
Operating profit |
|
|
|
|
|
834 |
Investment revenue |
|
|
|
|
|
864 |
Finance costs |
|
|
|
|
|
(245) |
|
|
|
|
|
|
_______ |
Profit before tax |
|
|
|
|
|
5,586 |
Tax |
|
|
|
|
|
(1,452) |
|
|
|
|
|
|
_______ |
Profit after tax |
|
|
|
|
|
4,134 |
|
|
|
|
|
|
________ |
Capital expenditure |
168 |
52 |
84 |
200 |
2 |
506 |
Depreciation and amortisation |
1,490 |
53 |
328 |
632 |
3 |
2,506 |
|
|
|
|
|
|
|
Balance Sheet |
|
|
|
|
|
|
Assets * |
59,316 |
8,462 |
7,624 |
70,650 |
3,532 |
149,584 |
|
_______ |
_______ |
_______ |
_______ |
_______ |
|
Investment in associates |
|
|
|
|
|
- |
|
|
|
|
|
|
_______ |
Consolidated total assets |
|
|
|
|
|
149,584 |
|
|
|
|
|
|
________ |
Liabilities * |
32,850 |
4,340 |
3,797 |
44,804 |
2,853 |
88,644 |
|
________ |
________ |
________ |
________ |
________ |
_______ |
|
|
|
|
|
|
|
* Segment assets and segment liabilities exclude current and deferred tax assets and liabilities
The revenue in the period of £39.2 million includes £0.2million of barter sales.
Year ended 30 September 2010 Audited |
Russia |
Central Asia & Caucasus |
Eastern & Southern Europe |
UK & Western Europe |
Rest of World |
Total Group |
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
By geographical location of events/activities |
|
|
|
|
|
|
Revenue |
66,130 |
19,622 |
15,271 |
8,188 |
4,336 |
113,547 |
|
|
|
|
|
|
|
Result |
30,046 |
8,074 |
3,978 |
(13,185) |
892 |
29,805 |
|
________ |
________ |
________ |
________ |
________ |
_______ |
By origin of sale |
|
|
|
|
|
|
Revenue |
40,108 |
9,179 |
13,208 |
48,796 |
2,256 |
113,547 |
|
|
|
|
|
|
|
Result |
13,768 |
2,599 |
1,320 |
12,319 |
(201) |
29,805 |
|
________ |
________ |
________ |
_______ |
________ |
_______ |
Share of results of associates |
|
|
|
|
|
126 |
|
|
|
|
|
|
_______ |
Operating profit |
|
|
|
|
|
29,931 |
Gain on disposal of associate |
|
|
|
|
|
834 |
Investment revenue |
|
|
|
|
|
1,098 |
Finance costs |
|
|
|
|
|
(585) |
|
|
|
|
|
|
_______ |
Profit before tax |
|
|
|
|
|
31,278 |
Tax |
|
|
|
|
|
(7,313) |
|
|
|
|
|
|
_______ |
Profit after tax |
|
|
|
|
|
23,965 |
|
|
|
|
|
|
________ |
Capital expenditure |
188 |
308 |
92 |
438 |
80 |
1,106 |
Depreciation and amortisation |
3,172 |
187 |
1,797 |
1,251 |
275 |
6,682 |
|
|
|
|
|
|
|
Balance Sheet |
|
|
|
|
|
|
Assets** |
57,043 |
10,700 |
33,314 |
55,611 |
3,444 |
160,112 |
|
________ |
________ |
________ |
________ |
________ |
________ |
|
|
|
|
|
|
|
Liabilities** |
(25,731) |
(4,483) |
(6,967) |
(41,635) |
(901) |
(79,717) |
|
________ |
________ |
________ |
________ |
________ |
_______ |
** Segment assets and segment liabilities exclude current and deferred tax assets and liabilities.
The revenue in the year of £113.5 million includes £0.3 million of barter sales.
3. Investment revenue
|
Six months to 31 March 2011 |
Six months to 31 March 2010 |
Year ended 30 September 2010 |
|
Unaudited |
Unaudited |
Audited |
|
£000 |
£000 |
£000 |
|
|
|
|
Interest receivable from bank deposits |
179 |
131 |
271 |
Interest receivable from Inland Revenue repayments |
- |
- |
71 |
Gain on derivative financial instruments |
14 |
100 |
223 |
Gain on revaluation of Primexpo North West LLC put option |
- |
633 |
533 |
|
__________ |
__________ |
__________ |
|
193 |
864 |
1,098 |
|
__________ |
__________ |
__________ |
4. Finance costs
|
Six months to 31 March 2011 |
Six months to 31 March 2010 |
Year ended 30 September 2010 |
|
Unaudited |
Unaudited |
Audited |
|
£000 |
£000 |
£000 |
|
|
|
|
Interest on bank loans and overdrafts |
177 |
108 |
208 |
Bank charges |
175 |
131 |
336 |
Interest payable to Inland Revenue |
- |
- |
32 |
Loss on derivative financial instruments |
32 |
6 |
9 |
|
__________ |
__________ |
__________ |
|
384 |
245 |
585 |
|
__________ |
__________ |
__________ |
5. Reconciliation of headline pre-tax profit to profit on ordinary activities before taxation
|
Six months to 31 March 2011 |
Six months to 31 March 2010 |
Year ended 30 September 2010 |
|
Unaudited |
Unaudited |
Audited |
|
|
|
|
|
£000 |
£000 |
£000 |
|
|
|
|
Profit on ordinary activities before taxation |
3,517 |
5,586 |
31,278 |
Amortisation of acquired intangibles |
4,801 |
2,080 |
5,820 |
Gain on revaluation of Primexpo North West LLC put option |
- |
(633) |
(533) |
Gain on disposal of associate |
- |
(834) |
(834) |
Transaction costs |
810 |
243 |
860 |
|
__________ |
__________ |
__________ |
Headline pre-tax profit |
9,128 |
6,442 |
36,591 |
|
__________ |
__________ |
__________ |
6. Taxation
|
Six months to 31 March 2011 |
Six months to 31 March 2010 |
Year ended 30 September 2010 |
|
Unaudited |
Unaudited |
Audited |
|
|
|
|
|
£000 |
£000 |
£000 |
Current tax |
|
|
|
UK corporation tax |
782 |
2,019 |
3,561 |
Foreign tax |
1,165 |
108 |
5,906 |
|
__________ |
__________ |
__________ |
|
1,947 |
2,127 |
9,467 |
Deferred tax |
(1,230) |
(675) |
(2,154) |
|
__________ |
__________ |
__________ |
Tax on profit on ordinary activities |
717 |
1,452 |
7,313 |
|
__________ |
__________ |
__________ |
Tax rate at the interim is charged at 23% (2010: 26%) representing the best estimate of the weighted average annual corporation tax expected for the financial year.
7. Dividends
|
Six months to 31 March 2011 |
Six months to 31 March 2010 |
Year ended 30 September 2010 |
|
Unaudited |
Unaudited |
Audited |
|
£000 |
£000 |
£000 |
Final dividend for the year ended 30 September 2010 of 4p (2009: 3.9p) per ordinary share |
9,537 |
9,238 |
9,283 |
|
__________ |
__________ |
__________ |
|
|
|
|
Interim dividend for the year ended 30 September 2010 of 1.7p per ordinary share |
- |
- |
4,052 |
|
|
|
|
Proposed interim dividend for the year ending 30 September 2011 of 1.9p (2010: 1.7p) per ordinary share |
4,566 |
4,051 |
- |
|
__________ |
__________ |
__________ |
The proposed interim dividend was approved by the Board on 12 May 2011 and has not been included as a liability as at 31 March 2011.
8. Earnings per share
The calculations of earnings per share from continuing operations are based on the following results and numbers of shares.
|
Headline diluted |
Basic and diluted |
||||
|
Six months to 31 March 2011 Unaudited |
Six months to 31 March 2010 Unaudited |
Year ended 30 September 2010 Audited |
Six months to 31 March 2011 Unaudited |
Six months to 31 March 2010 Unaudited |
Year ended 30 September 2010 Audited |
|
|
|
|
|
|
|
|
£000 |
£000 |
£000 |
£000 |
£000 |
£000 |
|
|
|
|
|
|
|
Profit for the financial period attributable to equity holders of the parent |
2,680 |
4,104 |
23,873 |
2,680 |
4,104 |
23,873 |
Amortisation of acquired intangibles |
4,801 |
2,080 |
5,820 |
- |
- |
- |
Tax effect of amortisation |
(1,052) |
(501) |
(1,144) |
- |
- |
- |
Transactional costs |
810 |
243 |
860 |
- |
- |
- |
Gain on revaluation of Primexpo North West LLC put option |
- |
(633) |
(533) |
- |
- |
- |
Gain on disposal of associate |
- |
(834) |
(834) |
- |
- |
- |
Tax effect of other adjustments |
- |
318 |
- |
- |
- |
- |
|
________ |
________ |
________ |
________ |
______ |
________ |
|
7,239 |
4,777 |
28,042 |
2,680 |
4,104 |
23,873 |
|
________ |
________ |
________ |
________ |
________ |
________ |
|
Six months to 31 March 2011 |
Six months to 31 March 2010 |
Year ended 30 September 2010 |
|
Number of shares ('000) |
Number of shares ('000) |
Number of shares ('000) |
Weighted average number of shares: |
|
|
|
For basic earnings per share |
238,852 |
237,825 |
238,679 |
Dilutive effect of exercise of share options |
4,125 |
1,988 |
4,213 |
|
___________ |
___________ |
___________ |
For diluted earnings per share |
242,977 |
239,813 |
242,892 |
|
___________ |
___________ |
___________ |
Headline diluted earnings per share is intended to provide a consistent measure of Group earnings on a year on year basis.
Headline diluted earnings per share is calculated using profit attributable to equity holders of the parent for the financial year before amortization of acquired intangibles, impairment of goodwill, profits or losses on disposal of Group undertakings, revaluation of financial liabilities in relation to minority put options and direct costs relating to completed acquisitions and disposals.
9. Acquisition of business
International Exhibition Company CJSC
On 16 December 2010 the Group purchased 100% of the share capital of International Exhibition Company CJSC ('MVK').
A cash consideration of 1.3 billion RUB (£27.4 million) was paid on the 16 December 2010.
The acquisition of this company is consistent with ITE's strategy of expanding its business model into new sectors in existing markets.
The Group incurred transaction costs of £0.6m in relation to this acquisition.
Details of the aggregate net assets acquired as adjusted from book to fair value, and the attributable goodwill are presented as follows:
|
MVK |
Net assets acquired |
£'000 |
Intangible fixed assets |
20,119 |
Cash |
158 |
Trade and other receivables |
3,467 |
Trade and other payables |
(4,484) |
Provisions |
(432) |
Deferred tax liability |
(4,019) |
|
__________ |
Net assets acquired |
14,809 |
Goodwill arising on acquisition |
12,632 |
|
__________ |
Total cost of acquisition |
27,441 |
|
__________ |
|
|
Satisfied by: Net cash paid |
27,441 |
|
__________ |
|
27,441 |
|
__________ |
Net cash outflow arising on acquisition: Net cash paid |
27,441 |
Cash and cash equivalents acquired |
(158) |
|
__________ |
|
27,283 |
|
__________ |
The values used in accounting for the identifiable assets and liabilities of these acquisitions are provisional in nature at balance sheet date. If necessary, adjustments will be made to these carrying values and the related goodwill, within 12 months of the acquisition date. Goodwill arising on acquisition (£12.6m) represents the perceived value placed by the Group of having an established operating position in a new emerging market. None of the goodwill is expected to be deductible for income tax purposes.
Details of net assets acquired on 16 December 2010 and the related fair value adjustments are presented as follows:
Assets acquired |
Book value £000 |
Adjustments £000 |
Fair value £000 |
Intangible fixed assets |
24 |
20,095 |
20,119 |
Cash |
158 |
- |
158 |
Trade and other receivables |
3,467 |
- |
3,467 |
Trade and other payables |
(4,484) |
- |
(4,484) |
Provisions |
(432) |
- |
(432) |
Deferred tax liability |
- |
(4,019) |
(4,019) |
|
_________ |
___________ |
___________ |
Net assets acquired |
(1,267) |
16,076 |
14,809 |
|
_________ |
___________ |
___________ |
'Provisions' acquired include Russian statutory employee compensation costs related to the acquisition and Russian taxes due.
The acquired business has contributed £0.5 million to Group revenue and a loss of £0.5 million to profit before tax. If the acquisition had occurred on 1 October 2010 there would have been no material difference to these results.
Krasnodar Expo
On 3 March 2011 the Group purchased Krasnodar Expo ('Krasnodar').
A cash consideration of 216 million RUB (£4.6 million) was paid on the 1 April 2011.
The total price paid/payable is as follows:
Consideration |
RUB 000's |
GBP 000's |
Asset retained by vendor on completion |
94,000 |
2,010 |
Cash paid on 1 April 2011 |
216,000 |
4,619 |
Cash payable post audit of financial statements of 'Krasnodar' |
100,000 |
2,138 |
|
_________ |
___________ |
Total |
410,000 |
8,767 |
|
_________ |
___________ |
The acquisition of this company is consistent with ITE's strategy of expanding its business model into new sectors in existing markets.
Details of the aggregate net assets acquired as adjusted from book to fair value, and the attributable goodwill are presented as follows:
|
Krasnodar
|
Net assets acquired |
£'000 |
Intangible fixed assets |
6,204 |
Trade and other receivables |
2,020 |
Trade and other payables |
(2,112) |
Deferred tax liability |
(1,240) |
|
__________ |
Net assets acquired |
4,872 |
Goodwill arising on acquisition |
3,895 |
|
__________ |
Total cost of acquisition |
8,767 |
|
__________ |
Satisfied by: Net cash paid |
- |
Deferred consideration |
6,757 |
Asset retained by vendor on completion |
2,010 |
|
__________ |
|
8,767 |
|
__________ |
Net cash outflow arising on acquisition: Net cash paid |
- |
Deferred consideration |
6,757 |
Asset retained by vendor on completion |
2,010 |
|
__________ |
|
8,767 |
|
__________ |
The values used in accounting for the identifiable assets and liabilities of these acquisitions are provisional in nature at balance sheet date. If necessary, adjustments will be made to these carrying values and the related goodwill, within 12 months of the acquisition date. Goodwill arising on acquisition (£3.9m) represents the perceived value placed by the Group of having an established operating position in a new emerging market. None of the goodwill is expected to be deductible for income tax purposes.
Details of net assets acquired on 3 March 2011 and the related fair value adjustments are presented as follows:
Assets acquired |
Book value £000 |
Adjustments £000 |
Fair value £000 |
Intangible fixed assets |
6 |
6,198 |
6,204 |
Trade and other receivables |
2,020 |
- |
2,020 |
Trade and other payables |
(2,112) |
- |
(2,112) |
Deferred tax liability |
- |
(1,240) |
(1,240) |
|
_________ |
___________ |
___________ |
Net assets acquired |
(86) |
4,958 |
4,872 |
|
_________ |
___________ |
___________ |
The acquired business has contributed £2.0 million to Group revenue and £1.0 million to profit before tax. If the acquisition had occurred on 1 October 2010 Group revenue would have been £4.2 million and profit before tax would have been £1.5 million.
10. Goodwill
|
2011 £000 |
At 1 October |
50,584 |
Addition of International Exhibition Company CJSC 'MVK' |
12,632 |
Addition of Krasnodar Expo |
3,895 |
Other additions and adjustments |
897 |
Exchange differences |
4,166 |
|
_________ |
At 31 March |
72,174 |
|
_________ |
During the period an adjustment of £840,000 was made to the goodwill relating to the acquisition of Finmark S.r.l.u.
The goodwill for Finmark S.r.l.u at 30 September 2010 was provisionally estimated at £4.0m and the adjustment reflects updated information following the acquisition.
11. Other intangible assets
|
2011 £000 |
At 1 October |
28,829 |
Addition of International Exhibition Company CJSC 'MVK' |
20,119 |
Addition of Krasnodar Expo |
6,204 |
Other additions and adjustments |
517 |
Addition of Computer Software |
216 |
Amortisation and depreciation of intangibles in the period |
(4,964) |
Exchange differences |
(86) |
|
_________ |
At 31 March |
50,835 |
|
_________ |
12. Bank overdraft and loans
The bank overdraft is repayable on demand. The borrowings are denominated in both Euros and US Dollars. The borrowings are arranged at floating interest rates, thus exposing the Group to cash flow interest risk. The overdraft is taken out to act as a partial hedge against the UK trade receivables in Euros and US Dollars.
During the period, the Group entered into a facility agreement with Barclays PLC to borrow £15 million to partly fund the acquisition of MVK. The balance of this loan was £9.6 million as at 31 March 2011. The loan is fully repayable in December 2012.
13. Derivative financial instruments
|
Six months to 31 March 2011 Unaudited |
Six months to 31 March 2010 Unaudited |
Year ended 30 September 2010 Audited |
|
£000 |
£000 |
£000 |
Current assets |
|
|
|
Foreign currency forward contracts |
345 |
663 |
951 |
|
___________ |
___________ |
___________ |
|
345 |
663 |
951 |
|
___________ |
___________ |
___________ |
Non-current assets |
|
|
|
Foreign currency forward contracts |
- |
229 |
178 |
|
___________ |
___________ |
___________ |
|
- |
229 |
178 |
|
___________ |
___________ |
___________ |
|
Six months to 31 March 2011 Unaudited |
Six months to 31 March 2010 Unaudited |
Year ended 30 September 2010 Audited |
|
£000 |
£000 |
£000 |
Current liabilities |
|
|
|
Foreign currency forward contracts |
694 |
61 |
161 |
Put options |
603 |
3,036 |
- |
|
___________ |
___________ |
___________ |
|
1,297 |
3,097 |
161 |
|
___________ |
___________ |
___________ |
Non-current liabilities |
|
|
|
Foreign currency forward contracts |
1,791 |
681 |
502 |
Put options |
1,685 |
3,313 |
1,223 |
|
___________ |
___________ |
___________ |
|
3,476 |
3,994 |
1,725 |
|
___________ |
___________ |
___________ |
Foreign currency derivatives
The Group utilises foreign currency forward contracts to hedge future euro denominated sales made from the UK. The Group is party to foreign currency forward contracts in the management of its exchange rate exposures. The instruments purchased are denominated in Euros which represents the Group's primary billing currency. Under the forward contracts, the Group has an obligation to sell Euros for Sterling at specified rates at specified dates.
As at 31 March 2011 the notional amounts of outstanding foreign currency forward contracts that the Group has committed to are as follows:
Derivative assets
|
Six months to 31 March 2011 Unaudited |
Six months to 31 March 2010 Unaudited |
Year ended 30 September 2010 Audited |
|
€000 |
€000 |
€000 |
|
|
|
|
Foreign currency forward contracts |
9,000 |
33,300 |
52,900 |
|
___________ |
___________ |
___________ |
|
9,000 |
33,300 |
52,900 |
|
___________ |
___________ |
___________ |
Derivative liabilities
|
Six months to 31 March 2011 Unaudited |
Six months to 31 March 2010 Unaudited |
Year ended 30 September 2010 Audited |
|
€000 |
€000 |
€000 |
|
|
|
|
Foreign currency forward contracts |
103,150 |
29,900 |
46,800 |
|
___________ |
___________ |
___________ |
|
103,150 |
29,900 |
46,800 |
|
___________ |
___________ |
___________ |
The arrangements as at 31 March 2011 cover exchange exposures over the next 36 months, with €89.6 million covering exposures after September 2011. These instruments have been designated in hedging relationships, with any changes in their fair value being recorded in equity.
At 31 March 2011, the fair value of these derivatives is estimated to be a liability of approximately £2.1 million (31 March 2010: asset of £0.2 million on forward contracts; 30 September 2010: asset of £0.5 million on forward contracts). This is based on market valuations. This amount has been deferred in equity at 31 March 2011.
Put options
The Group has been party to a number of put options to acquire the non-controlling interests arising from business combinations. These instruments are initially recognised at fair value on the balance sheet with all subsequent changes in fair value taken to the income statement.
|
Six months to 31 March 2011 Unaudited |
Six months to 31 March 2010 Unaudited |
Year ended 30 September 2010 Audited |
|
£000 |
£000 |
£000 |
|
|
|
|
Put option for Primexpo North West LLC |
- |
3,036 |
- |
Put option for Newex Marketing Limited |
1,206 |
1,283 |
1,223 |
Put option for Airgate Holdings Limited |
- |
2,030 |
- |
Put option for Summit Trade Events Limited |
1,082 |
- |
- |
|
___________ |
___________ |
___________ |
|
2,288 |
6,349 |
1,223 |
|
___________ |
___________ |
___________ |
14. Share capital
|
Six months to 31 March 2011 Unaudited |
Six months to 31 March 2010 Unaudited |
Year ended 30 September 2010 Audited |
|
£000 |
£000 |
£000 |
Authorised |
|
|
|
375,000,000 ordinary shares of 1 penny each (31 March 2010: 375,000,000) |
3,750 |
3,750 |
3,750 |
|
__________ |
__________ |
__________ |
Allotted and fully-paid |
|
|
|
248,568,749 ordinary shares of 1 penny each (31 March 2010: 248,289,702) |
2,486 |
2,483 |
2,483 |
|
__________ |
__________ |
__________ |
During the period, the Company allotted 256,547 (2010: 182,000) ordinary shares of 1 penny each pursuant to the exercise of share options. The total consideration for the shares issued was £38,478 (2010: £154,873).
The Company has one class of ordinary shares which carry no right to fixed income.
15. Events after the balance sheet date
There have been no significant reportable events after the balance sheet date.
16. Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions with key management personnel will be disclosed in the Group's Annual Report for the year ended 30 September 2011. There have been no material changes in related party transactions.
Transactions between the Group and its associates, where relevant, are disclosed below.
Trading transactions
In Kazakhstan, ITECA, a Group subsidiary, has transacted with Datacom and Saban Holdings for the provision of web systems and office rental respectively. Edward Strachan, a Group Director, is a significant shareholder of Datacom and Saban Holdings. In total, the services charged to ITECA were £24,000 (31 March 2010: £9,000; 30 September 2010: £44,000).
In St Petersburg, Primexpo, a Group subsidiary, has transacted with Cavalry House for the provision of office rental. Edward Strachan, a Group Director, is a significant shareholder of Cavalry House. In total, the services charged to Primexpo were £94,000 (31 March 2010: £104,000; 30 September 2009: £191,000).
During the period ended 31 March 2011 consultancy fees of £120,000 (31 March 2010: £120,000; 30 September 2010: £336,000) were paid to Kyzyl Tan Consultants Limited ("Kyzyl Tan"), of which Edward Strachan is a significant shareholder.
17. Principal risks and uncertainties
The Group identifies and monitors the key risks and uncertainties affecting the Group and runs the business in a way that minimises the impact of such risks where possible. There are a number of potential risks and uncertainties which could have a material impact on the Group's performance over the remaining six months of the financial year and could cause actual results to differ materially from expected and historical results. The principal risks and uncertainties are detailed below and in our most recent annual report.
Economic instability reduces demand for exhibition space
Reduced demand for exhibition space would reduce the profits of exhibitions. ITE operates across a wide range of sectors and countries to minimise the exposure to any single market and ITE is constantly looking at opportunities to diversify further.
Going concern
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Interim Management Report. The financial position of the Group, its cash flows and liquidity position are described in the financial statements and notes. The Group has considerable financial resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. As a consequence, the directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook. The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Group continues to adopt the going concern basis in preparing the interim report and financial statements.
Political uncertainty and regulatory risk
The Group's business is principally carried out in Russia and the CIS. Changes in law or the regulatory environment could have an effect on some or all of the exhibitions of the Group. ITE has reduced the risk by establishing its business as independent Russian and CIS companies fully contributing to the local economy, and the diversity of businesses across sectors and geography provides protection for the longer-term prospects of the Group.
Commercial relationships
The Group has key commercial relationships with venues which secure the Group's rights to run its exhibitions in the future. These key relationships are regularly reviewed and the Group seeks to maintain its exhibition rights for at least three years forward for significant exhibitions. A significant change in relationship could impact the Group's ability to operate its events.
Venue availability
Damage or unavailability of a particular venue could impact the Group's short-term trading position. Accordingly, the Group carries business interruption insurance which protects profits against such an event in the short term.
Competitor risk
Competition has existed in ITE's markets for some years. ITE faces competitive pressures on a market-by-market basis. In all of its overseas markets, ITE has a strong position as an international organiser, achieved through effective use of its international sales network and its established brands for major events. A single exhibition or sector in a market could have its prospects curtailed by a strong competitor launch; however, the breadth of ITE's portfolio of events, with its geographic and sector diversity, reduce the risk of a competitive threat to the Group's overall business.
People
ITE's employees have long-standing relationships with customers and venues, and a unique knowledge of the exhibitions business. Loss of key staff to a competitive event could impact the short-term prospects of a specific event or sector. ITE has sought to build loyalty in its staff by ensuring remuneration is competitive and through a wide distribution of the Group's long-term incentive plans. ITE has a good record of retaining its key staff.
Financial risk
The key financial risk to the Group is the movement in foreign currency exchange rates. The Group is exposed to movements in foreign currency exchange rates against Sterling for both trading transactions and for the translation of overseas operations. The principal exposures are to the Sterling/Euro exchange rate, which forms the basis of invoicing for most sales transactions within the Group. It is also exposed to the Ruble/Euro and Ruble/Sterling exchange rates in relation to the retranslation of foreign denominated assets (principally debtors and cash) within Ruble denominated companies. The Group seeks to minimise exposure by limiting balances in soft currency deposits and securing forward contracts against its future sales.
Responsibility statement
We confirm that to the best of our knowledge:
(a) the condensed set of interim financial statements has been prepared in accordance with IAS 34 "Interim Financial Reporting";
(b) the interim management report includes a fair review of the information required by DTR 4.2.7R (Indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and
(c) the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).
By the order of the board
Chief Executive Officer
Russell Taylor
16 May 2011
Independent Review Report to ITE 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 31 March 2011 which comprises the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity, the condensed consolidated balance sheet, the condensed consolidated cash flow statement and related notes 1 to 17. 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 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 them 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 Services Authority.
As disclosed in note 1, 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 31 March 2011 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
Deloitte LLP
Chartered Accountants and Statutory Auditors
London, United Kingdom
13 May 2011