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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Tarsus Group Plc | LSE:TRS | London | Ordinary Share | JE00B3DG9318 | ORD 5P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 424.00 | 424.00 | 425.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMTRS
RNS Number : 0794M
Tarsus Group PLC
26 July 2017
Tarsus Group plc
("Tarsus", the "Company" or the "Group")
Interim results for six months to 30 June 2017
Tarsus, the international business-to-business media group, reports significant progress.
The 'Quickening the Pace' strategy - to accelerate financial returns - continues to gain momentum
with a concerted drive to scale up the Group's portfolio delivering strong organic revenue growth.
Highlights
-- Strong growth in adjusted profits and earnings -- Like-for-like revenue* up 4% in smaller first half (8% excluding Turkey) -- Interim dividend up 11% to 3.0p (2016: 2.7p) -- Continuing strong visitor growth up 8% -- Encouraging performances from recent acquisitions - Connect, Hometex and Intex -- Acceleration of replication programme
-- Award winning - AEO Marketing Campaign of the Year (fifth time) and IAEE International Excellence Award
Hot Features
Premium
Six months to 30 June
----------------------------------------------
2017 2016 2015*
---------------------- ------ ------ ------
Revenue (GBP'm) 39.8 27.0 29.0
---------------------- ------ ------ ------
Adjusted profit
before tax* (GBP'm) 6.8 4.0 5.1
---------------------- ------ ------ ------
Loss before tax
(GBP'm) (1.4) (3.1) (2.2)
---------------------- ------ ------ ------
Adjusted EPS* (p) 3.5 2.8 3.1
---------------------- ------ ------ ------
EPS (p) (3.2) (3.1) (3.0)
---------------------- ------ ------ ------
Interim dividend
per share (p) 3.0 2.7 2.5
---------------------- ------ ------ ------
Operating cash
inflow (GBP'm) 16.1 1.1 9.5
---------------------- ------ ------ ------
Net debt (GBP'm) 85.3 57.3 43.5
---------------------- ------ ------ ------
Outlook
-- Promising outlook for larger events in second half, including the Dubai Airshow and Labelexpo Europe
-- Forward bookings for the full year currently 9% ahead on a like-for-like basis
-- Group remains confident of delivering a strong performance in 2017 in line with expectations
Douglas Emslie, Group Managing Director, said:
"2017 is set to be a strong year for Tarsus. Our determination to build a high quality portfolio in fast-growth markets is paying off, with recent acquisitions performing well and replications extending the reach of Tarsus brands across the world.
"We are seeing impressive results across the portfolio, thanks to the Group's clear strategy of driving scale and momentum. We acquire businesses in exciting markets and industries on the cusp of change; we partner with entrepreneurs who share our vision; we replicate these success stories across the world. Thanks to our increasing scale, we are positioned to deliver future growth - Quickening the Pace of returns to our shareholders.
"As we look ahead to the next six months, the picture is bright. Forward bookings for the current year are already 9% ahead - and we are expecting strong editions of our largest shows, notably Labelexpo Europe and the Dubai Airshow. Given the progress made in 2017, and our excellent portfolio, the Group is confident of delivering a strong performance for the year as a whole."
Overview
The past five years have seen a major strategic re-shaping of the Tarsus portfolio, with a number of strong brands acquired and the Group's ambitions focused on geographies which promise significant growth. The portfolio of exhibitions is diversified by both geography and sector, from the emerging markets of Dubai, Turkey, South East Asia and Mexico to the world-leading markets of the US and China, Tarsus has laid the foundations for future progress.
Following this period of expansion, Tarsus now enjoys the scale and reach to build momentum rapidly: anchored in key markets, with the dexterity and drive to replicate leading brands worldwide. The company continues to invest in new innovations and products, with a constant eye on increasing future organic growth. Together, these actions allow the Group to fulfil its strategy of 'Quickening the Pace': constantly accelerating the rate of return to shareholders.
Financial review
Group revenue for the period was GBP39.8m (2016: GBP27.0m). Adjusting for acquisitions and biennial events, underlying organic revenue growth of 4% was achieved in the smaller first half. Revenues in Turkey in the first half were impacted by the geopolitical uncertainty in the region; excluding this impact the revenue growth for the group was 8% on a like-for-like basis.
Adjusted profit before tax was GBP6.8m (2016: GBP4.0m; 2015: GBP5.1m), reflecting strong revenue growth in the portfolio as a result of the move towards higher growth markets and a strong performance from acquisitions. The Group incurred exceptional costs of GBP0.6m (2016: GBP0.8m) in respect of completed and pending corporate transactions. The Group also incurred an amortisation charge of GBP3.7m (2016: GBP2.5m). Other adjusting items are set out in note 6 to the financial statements below. Loss before tax was GBP1.4m (2016: GBP3.1m).
Adjusted earnings per share were 3.5p (2016: 2.8p). Basic loss per share was 3.2p (2016: 3.1p).
An interim dividend of 3.0p per share (2016: 2.7p) has been declared and will be paid on 12 January 2018 to Shareholders on the Register on 1 December 2017. The Group will continue to offer a scrip alternative to qualifying shareholders.
Operating cash inflow in the first half was GBP16.1m (2016: GBP1.1m), a strong performance ahead of the Group's large biennial shows in the second half of the year. As expected net debt at 30 June 2017 increased to GBP85.3 million (2016: GBP57.3m), driven primarily by acquisitions and deferred consideration payments. The Group remains on target to return to its stated long-term target range of 1.5 - 2.0x net debt: EBITDA by the end of the year. Tarsus has bank facilities of GBP111m to 2020, providing the financial resources to support its strategic development.
Corporate activity
Tarsus completed the acquisition of 65% of Foshan Huaxia Home Textile Development Co., Ltd on 25 January 2017.
There were no other acquisitions or disposals during the period.
Operating review
Geographic breakdown of results
The Group has changed its reporting structure to better reflect the geographic management of the businesses. Previously the Group reported under US, Europe and Emerging Markets. The segments are now Americas (US and Latin America), Asia (China and South East Asia) and EMEA (Europe, Middle East and Turkey).
EMEA Americas Asia
---------- ------------------- ------------------- -------------------
GBP'm 2017 2016 2015 2017 2016 2015 2017 2016 2015
---------- ----- ----- ----- ----- ----- ----- ----- ----- -----
Revenue 10.5 7.1 11.1 16.3 12.2 9.9 13.1 7.7 8.0
---------- ----- ----- ----- ----- ----- ----- ----- ----- -----
Adjusted
Profit
before
tax 2.2 0.5 2.1 3.0 4.3 2.9 5.0 1.9 2.3
---------- ----- ----- ----- ----- ----- ----- ----- ----- -----
Americas
The Connect events are second-half weighted and are performing in line with expectations. We are seeing good opportunities to expand the Connect portfolio with 10 new events planned this year. The Medical portfolio continues its return to revenue growth and the Off Price February 2017 show produced another solid performance.
In Mexico, trading was positive with a strong performance from Expo Manufactura. Two replications were also held (GESS Mexico and Airport Solutions) in the period and both did well.
Asia
The Group's Chinese portfolio, which is heavily first half weighted, performed strongly. AAITF showed good growth in its third edition in Shenzhen, and SIUF performed well. The first editions of events held under the Group's ownership of Hometex and Intex were all encouraging and in line with management expectations. The outlook for the second half in China remains positive.
The majority of events in South-East Asia fall in the second half of the year. Performance of the first half events was in line with management's expectations.
EMEA
Dubai saw a solid performance across events in the first half, including GESS: one of the key brands being replicated into other markets. The first edition in Turkey will take place in October 2017.
Given the unsettled political background, the Group budgeted cautiously for Turkey in 2017. Overall, a number of events in the first half saw lower revenues than previous editions. The market has now recovered resulting in an improved outlook for 2017 compared with 2016 for the Group's larger shows in the second half: Zuchex, Sign and Flower Show.
Outlook
Revenues for the year as a whole are heavily weighted to the second half, owing to the timing of the Group's larger events. Overall, bookings are 9% ahead of 2016 on a like-for-like basis - and Tarsus expects strong editions of the larger shows (notably Labelexpo Europe and the Dubai Airshow) in the second half.
Recent acquisitions are performing well, further enhancing the Group's organic growth potential through increased scale and additional replication opportunities.
The Group remains confident of delivering a strong performance for the year as a whole and in line with the Board's expectations.
Neville Buch Douglas Emslie Chairman Group Managing Director 26 July 2017
For further information contact:
Tarsus Group plc: Douglas Emslie, Group Managing Director 020 8846 2700 Dan O'Brien, Group Finance Director IR Focus Neville Harris 07909 976044
The Group will be hosting a presentation to analysts at 11.30am today at the offices of Investec Bank plc, 2 Gresham Street, London EC2V 7QP. A webcast of the presentation will be available on Tarsus's website (www.tarsus.com) from 9.30am on 27 July 2017.
*Definitions can be found in note 17 to the financial statements
CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT
Period to 30 June 2017 Period to 30 June 2016
Unaudited Unaudited
Note Headline Adjusting items * Reported Headline Adjusting Reported
items *
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Group revenue 7 39,777 - 39,777 26,954 - 26,954
Operating costs (32,761) (6,266) (39,027) (23,896) (4,580) (28,476)
Share of profit of
joint ventures 1,703 (464) 1,239 2,020 (591) 1,429
--------- ------------------ --------- --------- ---------- ---------
Group operating
profit/(loss) 8,719 (6,730) 1,989 5,078 (5,171) (93)
Net finance costs (1,928) (1,429) (3,357) (1,113) (1,888) (3,001)
--------- ------------------ --------- --------- ---------- ---------
Profit/(loss) before
taxation 6,791 (8,159) (1,368) 3,965 (7,059) (3,094)
Tax on profit/(loss)
on ordinary
activities 8 (1,091) 667 (424) (604) 1,151 547
Profit/(loss) for
the financial
period 5,700 (7,492) (1,792) 3,361 (5,908) (2,547)
========= ================== ========= ========= ========== =========
Attributable to:
Profit/(loss) for the financial
period attributable to equity
shareholders of the parent
company 3,941 (7,492) (3,551) 2,787 (5,908) (3,121)
Profit for the financial period
attributable to
non-controlling interests 1,759 - 1,759 574 - 574
5,700 (7,492) (1,792) 3,361 (5,908) (2,547)
========= ================== ========= ========= ========== =========
Note Headline Reported Headline Reported
- basic 9 3.5 (3.2) 2.8 (3.1)
- diluted 3.5 (3.2) 2.7 (3.1)
* See note 6 for adjusting items
CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 30 June
Period to 30 June 2017 Period to 30 June 2016
GBP000 GBP000
Unaudited Unaudited
Loss for the financial period (1,792) (2,547)
----------------------- -----------------------
Other comprehensive income/(expense) recognised directly in
equity:
Cash flow hedge reserve - movement in fair value 525 (2,120)
Foreign exchange translation differences (7,414) 8,379
Other comprehensive (expense)/income (6,889) 6,259
Total comprehensive (expense)/income for the period (8,681) 3,712
======================= =======================
Attributable to:
Equity shareholders of the parent company (10,440) 3,138
Non-controlling interests 1,759 574
Total comprehensive (expense)/income for the period (8,681) 3,712
======================= =======================
Other comprehensive income relating to foreign exchange translation differences, fair value movements in cash flow hedges and the tax effects thereon may all subsequently be reclassified to profit and loss if certain conditions are met.
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION
Note At 30 June At 30 June At 31 December 2016
2017 2016
GBP000 GBP000 GBP000
Unaudited Unaudited Audited
NON-CURRENT ASSETS
Property, plant and equipment 1,241 958 1,355
Intangible assets 10 193,909 139,309 186,813
Investment in Joint Ventures 32,426 25,123 34,281
Other investments - 1 1
Deferred tax assets 2,928 - 3,224
230,504 165,391 225,674
CURRENT ASSETS
Trade and other receivables 37,874 33,148 33,420
Cash and cash equivalents 26,996 8,708 15,946
----------- ----------- --------------------
64,870 41,856 49,366
CURRENT LIABILITIES
Trade and other payables (38,360) (18,211) (33,357)
Deferred income (50,311) (37,143) (35,790)
Provisions (134) - (165)
Liabilities for current tax (1,306) - (692)
----------- ----------- --------------------
(90,111) (55,354) (70,004)
----------- ----------- --------------------
NET CURRENT LIABILITIES (25,241) (13,498) (20,638)
----------- ----------- --------------------
TOTAL ASSETS LESS CURRENT LIABILITIES 205,263 151,893 205,036
----------- ----------- --------------------
NON-CURRENT LIABILITIES
Other payables (22,056) (42,946) (38,716)
Deferred tax liabilities (10,918) (9,168) (10,881)
Interest bearing loans and borrowings (111,000) (63,500) (83,800)
----------- ----------- --------------------
(143,974) (115,614) (133,397)
NET ASSETS 61,289 36,279 71,639
=========== =========== ====================
EQUITY
Share capital 5,650 5,117 5,637
Share premium account 73,200 49,164 72,304
Other reserves (12,498) (9,632) (5,618)
Retained earnings (9,388) (11,832) (3,047)
--------------------
Issued capital and reserves attributable to equity shareholders
of the parent 56,964 32,817 69,276
NON-CONTROLLING INTERESTS 4,325 3,462 2,363
TOTAL EQUITY 61,289 36,279 71,639
=========== =========== ====================
The financial statements of Tarsus Group plc, registered number 101579 (Jersey), were approved by the board and authorised for issue on 26 July 2017 and signed on its behalf by:
Douglas Emslie Daniel O'Brien
Group Managing Director Group Finance Director
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
Period to 30 June 2017 Period to 30 June 2016
Unaudited Unaudited
GBP000 GBP000
Cash flows from operating activities
Loss for the period (1,792) (2,547)
Adjustments for:
Depreciation 269 176
Amortisation & impairment 4,642 3,225
Other gains / (losses) (925) 185
Loss on disposal of intangible assets - 1
Loss/(gain) on disposal of tangible assets 29 (4)
Share option charge 1,328 1,099
Taxation charge/(credit) 424 (547)
Interest payable 3,357 3,001
Share of profit from joint ventures (1,239) (1,429)
Dividends received from joint venture company 2,533 -
Operating cash flow before changes in working capital 8,626 3,160
Decrease/(increase) in trade and other receivables 1,100 (1,749)
Increase/(decrease) in trade and other payables 6,452 (278)
Decrease in provisions (45) -
Cash generated from operations 16,133 1,133
Interest paid (1,802) (1,199)
Income taxes received/(paid) 632 (206)
Net cash from operating activities 14,963 (272)
Cash flows from investing activities
Proceeds from sale of tangible fixed assets - 2
Acquisition of property, plant & equipment (191) (45)
Acquisition of intangible fixed assets (509) (502)
Acquisition of subsidiaries (net of cash acquired) (15,896) (3,244)
Sale of French business - 1,171
Deferred and contingent consideration paid (5,938) (4,979)
Put call option liability paid (5,073) -
Net cash outflow from investing activities (27,607) (7,597)
----------------------- -----------------------
Cash flows from financing activities
Drawdown of borrowings 27,200 9,150
Share purchases for share based payments - (1,078)
Dividends paid to shareholders in parent company (2,736) (2,516)
Dividends paid to non-controlling interests in subsidiaries (24) (435)
Net cash inflow from financing activities 24,440 5,121
----------------------- -----------------------
Net increase/(decrease) in cash and cash equivalents 11,796 (2,748)
Opening cash and cash equivalents 15,946 10,693
Foreign exchange movements (746) 763
Closing cash and cash equivalents 26,996 8,708
======================= =======================
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY
Attributable to equity
holders of the parent
-------------------------------------------
Share Share Reorgan- Capital Fair Foreign Retained Non- Total
Capital Premium isation Redemption Value Exchange Earnings Controlling
Account Reserve Reserve Reserve Reserve Reserve Interests
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
As at 1 January
2017 5,637 72,304 6,013 (443) (2,434) (8,754) (3,047) 2,363 71,639
Recognised foreign
exchange losses
for the period - - - - - (7,405) - (9) (7,414)
(Loss)/profit
for the period:
- Attributable
to equity shareholders - - - - - - (3,551) - (3,551)
- Attributable
to non-controlling
interests - - - - - - - 1,759 1,759
Cashflow hedge
reserve - - - - 525 - - - 525
Total comprehensive
income/(expense)
for the period - - - - 525 (7,405) (3,551) 1,750 (8,681)
Scrip dividend - 14 - - - - - - 14
New share capital
subscribed 13 882 - - - - - - 895
Share option charge - - - - - - 1,163 - 1,163
Movement in reserves
relating to deferred
tax - - - - - - 198 - 198
Other movements
in reserves - - - - - - (1,407) - (1,407)
Dividend paid - - - - - - (2,744) - (2,744)
Acquisition of
non-controlling
interests - - - - - - - 212 212
Net change in
shareholders'
funds 13 896 - - 525 (7,405) (6,341) 1,962 (10,350)
-------- -------- --------- ----------- -------- --------- ----------- ---------- ---------
As at 30 June
2017 5,650 73,200 6,013 (443) (1,909) (16,159) (9,388) 4,325 61,289
======== ======== ========= =========== ======== ========= =========== ========== =========
Attributable to equity
holders of the parent
-------------------------------------------
Share Share Reorgan- Capital Fair Foreign Retained Non- Total
Capital Premium isation Redemption Value Exchange Earnings Controlling
Account Reserve Reserve Reserve Reserve Reserve Interests
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
As at 1 January
2016 5,091 48,280 6,013 (443) (1,080) (20,381) (1,972) 4,424 39,932
Recognised foreign
exchange gains
for the period - - - - - 8,379 - - 8,379
Profit for the
period:
- Attributable
to equity shareholders - - - - - - (3,121) - (3,121)
- Attributable
to non-controlling
interests - - - - - - - 574 574
Cashflow hedge - - - - (2,120) - - - (2,120)
Total comprehensive
income (expense)
for the period - - - - (2,120) 8,379 (3,121) 574 3,712
Scrip dividend 1 14 - - - - - - 15
New share capital
subscribed 25 870 - - - - - - 895
Share option charge - - - - - - 940 - 940
Movement in reserves
relating to deferred
tax - - - - - - (2,763) - (2,763)
Other movements
in reserves - - - - - - (2,216) - (2,216)
Dividend paid - - - - - - (2,540) - (2,540)
Dividend paid
to non-controlling
interests - - - - - - - (435) (435)
Written Put options
over non-controlling
interests - - - - - - (1,261) - (1,261)
Acquisition of
non-controlling
interests - - - - - - 1,101 (1,101) -
Net change in
shareholders'
funds 26 884 - - (2,120) 8,379 (9,860) (962) (3,653)
-------- -------- --------- ----------- -------- --------- ----------- ---------- ---------
As at 30 June
2016 5,117 49,164 6,013 (443) (3,200) (12,002) (11,832) 3,462 36,279
======== ======== ========= =========== ======== ========= =========== ========== =========
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. REPORTING ENTITY
Tarsus Group plc (the "Company") is a company incorporated in Jersey and resident in Ireland. The condensed consolidated financial statements of the Company as at and for the six months ended 30 June 2017 comprise the Company and its subsidiaries (together referred to as the "Group") and the Group's interest in jointly controlled entities.
The consolidated financial statements of the Group as at and for the year ended 31 December 2016 are available upon request from the Company Secretary at 15 Harcourt Street, Dublin 2, Ireland.
Having reviewed the Group's liquid resources, borrowing facilities and cash flow forecasts, the directors believe that the Group has adequate resources to continue as a going concern for the foreseeable future.
2. STATEMENT OF COMPLIANCE
These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) IAS 34 Interim Financial Reporting. They do not constitute the Group's statutory accounts.
The interim financial statements should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2016 which were prepared under International Financial Reporting Standards, as adopted by the European Union, and have been reported on by the Company's auditor. The auditor report was unqualified.
The financial statements of Tarsus Group plc, registered number 101579 (Jersey), were approved by the board and authorised for issue on 26 July 2017.
3. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2016.
4. ESTIMATES
The preparation of consolidation interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2016.
5. FINANCIAL RISK MANAGEMENT
The Group's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the end for the year ended 31 December 2016.
6. ADJUSTING ITEMS
The following analysis details the adjusting items in the consolidated interim income statement. Adjusted profit is prepared to provide a better indication of overall financial performance and to reflect how the business is managed and measured on a day to day basis. The adjusted profit excludes share option charges, amortisation of intangible assets, unwinding of discount charges, changes in fair value of contingent consideration and put/call liabilities, acquisition related costs and related taxation impact.
Six months to Six months to
30 June 2017 30 June 2016
GBP000 GBP000
Unaudited Unaudited
Operating items:
Operating costs:
Acquisition and potential acquisition costs 650 813
Changes in fair value of put/call and contingent consideration 514 (636)
Movement in fair value of unsettled fx derivatives - 816
Share option charge 1,328 1,099
Amortisation charge (excluding amounts charged to costs of sale) 3,745 2,493
Loss/(profit) on disposal of tangible fixed assets 29 (5)
Total adjusting items in operating costs 6,266 4,580
Tax on joint venture profits 464 591
-------------- --------------
Total adjusting items in operating profit 6,730 5,171
Finance item - Unwinding of discount 1,429 1,888
-------------- --------------
Adjusting items before tax 8,159 7,059
Taxation:
Tax on joint venture profits (464) (591)
Tax relating to adjusting items (203) (560)
Total adjusting items 7,492 5,908
============== ==============
7. SEGMENTAL ANALYSIS
As at 30 June 2017, the Group is organised into three main operating segments - Americas, Asia and EMEA. This has changed from the prior year when the three main segments were - Europe, USA and Emerging Markets. The change in segments reflects the format in which the key decision makers now review the business, the composition of the business and strategic intent.
The main activities of all segments are the production of exhibitions, conferences, magazines, directories and online media.
The following table sets out the revenue and profit information and certain asset and liability information for the Group's reportable segments:
30 June 2017
Unaudited
Central
Americas Asia EMEA Costs Group
Revenue by sector GBP000 GBP000 GBP000 GBP000 GBP000
Group revenue 16,251 13,056 10,470 - 39,777
========= ======= ======== ========= ========
Profit/(loss) from operating activities 2,959 4,978 2,175 (8,123) 1,989
Net financing costs - - - (3,357) (3,357)
Profit/(loss) before taxation 2,959 4,978 2,175 (11,480) (1,368)
Adjusting items - see note 6 - - - 8,159 8,159
Adjusted profit/(loss) before tax 2,959 4,978 2,175 (3,321) 6,791
========= ======= ======== ========= ========
Segment non-current assets 116,695 65,482 45,399 - 227,576
Segment current assets 14,304 19,480 31,086 - 64,870
--------- --------
130,999 84,962 76,485 - 292,446
========= ======= ======== =========
Deferred tax assets 2,928
Total assets 295,374
========
Segment liabilities 38,274 23,668 159,919 - 221,861
========= ======= ======== =========
Liabilities for current tax 1,306
Deferred tax liabilities 10,918
--------
Total liabilities 234,085
========
7. SEGMENTAL ANALYSIS (CONTINUED)
30 June 2016
Unaudited
Central
Americas Asia EMEA Costs Group
Revenue by sector GBP000 GBP000 GBP000 GBP000 GBP000
Group revenue 12,204 7,695 7,055 - 26,954
========= ======= ======== ======== ========
Profit/(loss) from operating activities 4,258 1,884 487 (6,722) (93)
Net financing costs - - - (3,001) (3,001)
Profit/(loss) before taxation 4,258 1,884 487 (9,723) (3,094)
Adjusting items - see note 6 - - - 7,059 7,059
Adjusted profit/(loss) before tax 4,258 1,884 487 (2,664) 3,965
========= ======= ======== ======== ========
Segment non-current assets 77,461 37,645 50,285 - 165,391
Segment current assets 12,872 7,547 21,437 - 41,856
--------
90,333 45,192 71,722 - 207,247
========= ======= ======== ========
Deferred tax assets -
Total assets 207,247
========
Segment liabilities 31,865 14,065 115,870 - 161,800
========= ======= ======== ========
Liabilities for current tax -
Deferred tax liabilities 9,168
Total liabilities 170,968
========
8. TAXATION CHARGE
The taxation charge for the six months ended 30 June 2017 is based upon the estimated effective tax rate of 16.0% on adjusted profit before tax (2016: 15.2%) for the year ending 31 December 2016.
9. EARNINGS PER SHARE
Six months to Six months to
30 June 2017 30 June 2016
Pence Pence
Unaudited Unaudited
Basic earnings per share (3.2) (3.1)
Diluted earnings per share (3.2) (3.1)
Adjusted earnings per share 3.5 2.8
Adjusted diluted earnings per share 3.5 2.7
Basic earnings per share
Basic earnings per share has been calculated on loss after tax attributable to ordinary shareholders for the six months of GBP3,551,775 (June 2016 loss: GBP3,121,652) and 112,249,882 (June 2016: 101,365,693) ordinary shares, being the weighted average number of shares in issue during the period.
Diluted earnings per share
Diluted earnings per share has been calculated on loss after tax attributable to ordinary shareholders for the six months of GBP3,551,775 (June 2016 loss: GBP3,121,652) and 112,662,685 (June 2016: 101,516,395) ordinary shares, being the diluted weighted average number of shares in issue during the period.
Adjusted earnings per share
Adjusted earnings per share is calculated using adjusted profit after tax as reconciled in note 6 and the weighted average number of ordinary shares (as below) in issue in the year.
Adjusted diluted earnings per share
Adjusted diluted earnings per share is calculated using loss after tax as reconciled in note 6 and the weighted average number of diluted ordinary shares (as below) in issue in the year.
Weighted average number of ordinary shares (diluted):
Six months to Six months to
30 June 2017 30 June 2016
Unaudited Unaudited
Weighted average number of ordinary shares 112,249,882 101,365,693
Dilutive effect of share options 412,804 150,702
Weighted average number of ordinary shares (diluted) 112,662,686 101,516,395
============== ==============
10. INTANGIBLE FIXED ASSETS
Goodwill Trademarks, lists and other Total
GBP000 GBP000 GBP000
Unaudited Unaudited Unaudited
COST
As at 1 January 2017 137,513 91,552 229,065
Additions through business acquisition 12,147 8,321 20,468
Additions - 509 509
Disposals - (290) (290)
Foreign exchange (6,575) (4,750) (11,325)
At 30 June 2017 143,085 95,342 238,427
---------- ---------------------------- ----------
AMORTISATION
As at 1 January 2017 146 42,106 42,252
Charge for the year - 4,642 4,642
Disposals - (290) (290)
Foreign exchange (4) (2,082) (2,086)
At 30 June 2017 142 44,376 44,518
---------- ---------------------------- ----------
NET BOOK VALUE
At 30 June 2017 142,943 50,966 193,909
========== ============================ ==========
At 31 December 2016 137,367 49,446 186,813
========== ============================ ==========
At 30 June 2016 112,425 26,884 139,309
========== ============================ ==========
11. FINANCIAL INSTRUMENTS
The carrying value of all financial instruments held in the Statement of Financial Position equals their fair value.
30 June Level 1 Level 2 Level 3
2017
GBP000 GBP000 GBP000 GBP000
Interest rate swaps (1,909) - (1,909) -
Contingent consideration (28,944) - - (28,944)
Put and call option
liabilities (9,568) - - (9,568)
(40,421) - (1,909) (38,512)
============= =============== ============= ===============
30 June Level 1 Level 2 Level 3
2016
GBP000 GBP000 GBP000 GBP000
Interest rate swaps (3,200) - (3,200) -
Forward contracts (816) - (816) -
Contingent consideration (21,141) - - (21,141)
Put and call option
liabilities (21,965) - - (21,965)
(47,122) - (4,016) (43,106)
============= =============== ============= ===============
31 December Level 1 Level 2 Level 3
2016
GBP000 GBP000 GBP000 GBP000
Interest rate swaps (2,434) - (2,434) -
Forward contracts (23) - (23) -
Contingent consideration (34,575) - - (34,575)
Put and call option
liabilities (14,504) - - (14,504)
(51,536) - (2,457) (49,079)
============= =============== ============= ===============
Reconciliation of level
3 fair value measurements
2017 2016
Put and Contingent Put and Contingent
call option consideration call option consideration
liabilities liabilities
GBP000 GBP000 GBP000 GBP000
At 1 January (14,504) (34,575) (18,816) (23,428)
Acquisitions - (805) (1,261) (590)
Consideration paid - 5,938 - 4,979
Exercise of put
option 5,073 - 2,060 -
Change in estimates (457) (90) (661) 1,297
Unwinding of discount (430) (822) (960) (810)
Foreign exchange 750 1,410 (2,327) (2,589)
At 31 December (9,568) (28,944) (21,965) (21,141)
============= =============== ============= ===============
Level 1 - fair values measured using quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - fair values measured using indicative market valuations provided by banks for the identifiable asset of liability.
Level 3 - fair values using inputs or liabilities that are not based on observable market data. These are measured by using the latest management forecasts and using a country specific WACC rate to discount to the present value.
12. ACQUISITIONS
The Group completed one acquisition during the first half of 2017, in line with the Group's "Quickening the Pace" strategy.
Effective date Name Type of buisness Percentage
acquired
25 January 2017 Foshan Huaxia Home Textile Development Co., Ltd ("Hometex"), Exhibition business 65%
The following table sets out the book values of the identifiable assets and liabilities acquired and their fair value to the Group, in respect of the acquisition made during 2017:
Hometex Adjustments Fair
value
GBP000 GBP000 GBP000
Other intangibles - 8,320 8,320
Net liabilities 395 (556) (161)
Deferred tax asset - 139 139
Net assets acquired 395 7,903 8,298
-------- ------------
Goodwill arising on acquisition 12,147
20,445
=======
Consideration paid and costs
incurred:
Satisfied in cash 16,325
Contingent consideration
(less than one year) 3,293
Contingent consideration
(greater than one year) 827
Total consideration incurred 20,445
=======
Consideration paid in cash 15,896
Total net cash outflow 15,896
=======
Contingent consideration, relates to payments to vendors, payable after completion, that are dependent on the outcome of future events. This contingent consideration is dependent on the financial performance of the exhibitions occurring in 2017 and 2018.
From the date of acquisition to 30 June 2017, the acquisition has contributed GBP5.2m of revenue to the Group.
Goodwill of GBP12.1 million, recognised on this acquisition, relates to certain assets that cannot be separated and reliably measured. These items include sector knowledge, customer loyalty and the anticipated future profitability that the Group can bring to the business acquired.
The Group incurred transaction costs of GBP400,000 in respect of the acquisition, which were expensed.
The values used in accounting for the identifiable assets and liabilities and related contingent consideration of this acquisition are estimates and are therefore provisional in nature at the balance sheet date. If necessary, adjustments will be made to these carrying values and the related goodwill, within 12 months of the acquisition date. The non-controlling interest is measured as their proportionate share of the fair value of the net assets.
Consideration paid in cash represents the initial cash payment and the first contingent consideration payment net of cash acquired.
13. DIVIDS
The following dividends were paid and proposed by the Group:
2017 2016
GBP000 GBP000
Unaudited Unaudited
Dividend paid in current period in cash or scrip
2016 interim dividend (2.7p per share) 2,751 2,540
2,751 2,540
========== ==========
Dividend paid and proposed post period end
2016 final dividend paid 6.4p per share (2015: 5.9p per share) 7,201 5,998
Dividend proposed in the period 3.0p per share (2016: 2.7p per share) 3,380 2,737
10,581 8,735
========== ==========
14. FOREIGN EXCHANGE TRANSLATION DIFFERENCES
Other Comprehensive Income includes foreign exchange translation losses of GBP7.4 million (June 2016: gains of GBP8.4 million) relating to the retranslation of foreign currency denominated net assets, including goodwill.
15. RELATED PARTIES
As at 30 June 2017, directors of the company controlled 9.6% (31 December 2016: 9.5%) of the voting shares of the company.
Executive officers also participate in the Group's share option programme and share acquisition plan.
16. POST BALANCE SHEET EVENTS
There have been no significant post balance sheet events.
17. DEFINITIONS
Organic revenues are on a constant currency basis and after adjusting for the impact of acquisitions, disposals and biennials.
Forward bookings:
Committed orders for future events, adjusted for biennials.
Like-for-like revenue:
Constant exchange rates adjusted for biennial events, excluding acquisitions impacting for the first time in 2016, prior year disposals and non-recurring products and items.
Adjusted profit before tax:
Profit before tax adjusted for exceptional items, share option charges / credits, movements in fair value measurement of derivatives, unsettled amortisation charges, impairment of intangibles, profit / loss on disposal of intangibles and tangible fixed assets, profit on sale of subsidiary and unwinding of discount for contingent consideration. See note 6.
17. DEFINITIONS (CONTINUED)
Adjusted EPS:
Profit after tax attributable to equity shareholders adjusted for exceptional items, share option charges / credits, movements in fair value measurement of unsettled derivatives, amortisation charges, impairment of intangibles, profit / loss on disposal of intangibles and tangible fixed assets, profit on sale of subsidiary and unwinding of discount - contingent consideration. See note 9.
Adjusted operating cash:
Cash from operations adjusted for non-operating items and disposals.
2015 comparatives:
Restated for the removal of discontinued operations (France).
RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE HALF-YEARLY FINANCIAL REPORT
We confirm that to the best of our knowledge:
-- The condensed set of financial statements, which has been prepared in accordance with the applicable set of accounting standards, gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Group;
-- The interim management report includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
(b) DTR4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.
Principal risks and uncertainties
The Board consider the principal risks and uncertainties relating to the Group for the next six months to be the same as details in our last Annual Report and Accounts to 31 December 2016 and include:
-- Economic and financial uncertainties; -- Events and exhibitions may be adversely affected by incidents which can curtail travel; -- Expansion into new geographic regions subjects the group to new operating risks; -- Fluctuation in exchange rates may affect the reported results;
-- The ability to implement and execute strategic plans depends on the ability to attract and retain key management.
The impact of "Brexit" has been considered and has not resulted in a change to these risks.
Full details of the risks and uncertainties are detailed in the Directors' Report of the 2016 accounts.
Douglas Emslie Daniel O'Brien
Group Managing Director Group Finance Director
26 July 2017
This information is provided by RNS
The company news service from the London Stock Exchange
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