We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register to chat with like-minded investors on our interactive forums.
| 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 : 3148F
Tarsus Group PLC
27 July 2016
Tarsus Group plc
Interim results for the six months ended 30 June 2016
Strong buyer growth and confidence in full year outlook
Tarsus Group plc ('Tarsus', the 'Group' or 'Company'), the international business-to-business media group, announces its results for the six months ended 30 June 2016.
Tarsus continued to execute its "Quickening the Pace" strategy which is focused on accelerating the pace of financial returns to shareholders. The Group made good progress in strengthening, investing in and scaling up its portfolio of events, resulting in organic revenue and buyer growth across the portfolio of 11% and 7% respectively.
Financial highlights
Hot Features
Premium
Financial highlights - six months
to 30 June
----------------------------------------------
2016 2015* 2014*
---------------------- ------ ------ ------
Revenue (GBP'm) 27.0 29.0 18.7
---------------------- ------ ------ ------
Adjusted profit
before tax* (GBP'm) 4.0 5.1 3.1
---------------------- ------ ------ ------
Profit/ (loss)
before tax (GBP'm) (3.1) (2.2) 0.5
---------------------- ------ ------ ------
Adjusted EPS* (p) 2.8 3.1 1.6
---------------------- ------ ------ ------
EPS (p) (3.1) (3.0) (1.1)
---------------------- ------ ------ ------
Interim dividend
per share (p) 2.7 2.5 2.4
---------------------- ------ ------ ------
-- Like-for-like revenue* up 11% on 2015
-- Adjusted profit before tax* and adjusted EPS* up 26% and 75% respectively over the biennial cycle demonstrating success of the Quickening the Pace Strategy
-- Interim dividend up 8% to 2.7p (2015: 2.5p)
Operational highlights
-- Strong performance from Emerging Markets continues -- Solid growth in the US with improving revenues in Medical division -- Buyer growth across portfolio of 7% -- Continuing momentum in replication launches
Strategic highlights
-- Buy-in of minority interest - Life Media (Turkey) -- Expansion in South East Asia - PEP (Philippines)
Outlook
-- Promising outlook for larger events in second half
-- Group remains confident of delivering a strong performance in 2016 - forward bookings for the full year currently 10% ahead on a like-for-like basis
-- Strong forward bookings for larger biennials in 2017
Douglas Emslie, Group Managing Director, said:
"Trading across our business has been encouraging in the first half of 2016. The long-term investment we are continuing to make in our portfolio is delivering industry leading attendee growth and we are making good progress with replicating events across our markets. These developments are strengthening the Group's prospects for future organic growth and are key elements of our "Quickening the Pace" strategy.
"Forward bookings for the current year are 10% ahead and we are expecting strong editions of the larger shows - notably Labelexpo Americas - in the busier second half. Forward bookings for our larger biennial events in 2017 remain positive.
"The Group is mindful of the global macroeconomic background and geopolitical risk but is confident of delivering a strong performance for the year as a whole."
For further information contact:
Tarsus Group plc:
Douglas Emslie, Group Managing Director 020 8846 2700
Dan O'Brien, Group Finance Director
IR Focus
Neville Harris 07909 976044
The Group will be hosting a presentation to analysts at 11.30am today at the offices of Investec Bank plc, 2 Gresham Street, London EC2V 7QP. A webcast of the presentation will be available on Tarsus's website (www.tarsus.com) from 9.30am on 28 July 2016.
*Definitions can be found in note 17 to the financial statements
Overview
Following the reshaping of the Group's portfolio over the past five years, the bulk of our revenues over the two-year cycle is now derived from the US and a carefully targeted selection of Emerging Markets - Turkey, Dubai, China, South East Asia and Mexico - the majority of which generate revenues in US Dollars. This has been achieved through the acquisition of a number of strongly branded assets across our chosen markets alongside the disposal of our lower growth domestic European assets. Our acquisitions - which in their own right have produced good returns on investment - have enabled the Group to achieve increased scale in a number of markets and geographic areas. Greater scale and reach both enhance the Group's ability to invest for the future and launch replications of successful brands. This further supports the individual brand's ecosystem, increasing the level of future organic growth and beneficially leveraging the Group's core infrastructure. These strategic initiatives lie at the heart of the Group's "Quickening the Pace" strategy.
In addition, the Group's scale, flexibility, speed and willingness to work with entrepreneurs to develop their businesses in partnership is becoming increasingly attractive not only to vendors of businesses but other brand owners. Tarsus is working in partnership with EJ Krause and DMG (through the Big 5 construction series) in Indonesia. These Global Brand Partnerships bring together third party brands with our established infrastructure, local expertise and marketing capability enabling us to launch brands quickly and efficiently.
Financial review
Group revenue for the period was GBP27.0m (2015: GBP29.0m). Adjusting for acquisitions and biennial events, the Group achieved underlying organic revenue growth of 11% in the period.
Adjusted profit before tax was GBP4.0m (2015: GBP5.1m; 2014: GBP3.1m), reflecting strong revenue growth in the portfolio as a result of the move towards higher growth markets. The Group incurred exceptional costs of GBP0.8m (2015: GBP0.7m) in respect of completed and pending corporate transactions. The Group also incurred an amortisation charge of GBP2.5m (2015: GBP1.8m). Other adjusting items are set out in note 6 to the financial statements below. Loss before tax was GBP3.1m (2015: GBP2.2m).
Adjusted earnings per share were 2.8p (2015: 3.1p). Basic loss per share was 3.1p (2015: 3.0p).
An interim dividend of 2.7p per share (2015: 2.5p) has been declared and will be paid on 13 January 2017 to Shareholders on the Register on 2 December 2016. The Group will continue to offer a scrip alternative.
Operating cash inflow was GBP1.1m (2015: inflow GBP9.5m). Owing to the timing of the Group's events for this year, working capital inflows are also expected to be second half weighted. Net debt at 30 June 2016 increased to GBP57.3 million (2015: GBP43.5m) driven primarily by acquisitions and deferred consideration payments. At the period end, gearing stood at 2.0x net debt:EBITDA which is in line with the Group's target of 1.5-2.0x. Tarsus has bank facilities of GBP75m to 2020 providing the financial resources to support our strategic development.
Corporate activity
In line with the strategy outlined at the Group's Final Results in March 2016, in which we indicated we will look to buy in a number of outstanding minority interests, the Group has purchased the remaining 30% equity interest in Life Media (Zuchex) in accordance with the terms of the original acquisition agreement.
Tarsus furthered its strategic development in South East Asia through the acquisition of 51% of PEP in the Philippines. PEP, organisers of WOFEX (World Food Expo) which runs annually in August and is the country's largest food trade show, links strongly with the Group's food interests in Myanmar and Cambodia and substantially increases sector scale. Following the purchase of 50% of AMB in 2015 which accelerated our strategic development in South East Asia, the Group's industry focus in the region is now concentrated on the Food, Automotive and Infrastructure sectors.
Operating review
Geographic breakdown of results
Emerging Markets US Europe
---------- --------------------- ------------------- --------------------
GBP'm 2016 2015 2014 2016 2015 2014 2016 2015 2014
---------- ------ ------ ----- ----- ----- ----- ----- ------ -----
Revenue 14.0 17.7 11.1 11.8 9.7 6.7 1.2 1.6 0.9
---------- ------ ------ ----- ----- ----- ----- ----- ------ -----
Adjusted
Profit
before
tax 3.8 4.9 2.8 2.9 2.6 2.0 0.0 (0.1) 0.4
---------- ------ ------ ----- ----- ----- ----- ----- ------ -----
Emerging markets
Trading in Turkey, which constitutes some 11% of Group revenues on an annual basis, continued to be good in the first half and there was a particularly strong performance from Ideal Homex - the largest first half event. The outlook for this division's larger events in the second half - Zuchex, Sign and the Flower Show - is also good. We are mindful of the political situation in Turkey and continue to monitor developments closely. Whilst some 90% of our customers in Turkey are domestic and continue to grow well, we have tempered our growth expectations for international customers.
In Dubai, Tarsus' education event GESS performed well with buyer attendance up 18%. GESS is one of the key brands being replicated into other markets. In the first half of 2016, the second edition of the event took place in Mexico City with buyer attendance up 9% and in the second half of 2016 the second edition in Indonesia looks promising. Our aerospace events, AIME and MRO, also performed well.
In China, the Group's exhibitions focus predominantly on the internal Chinese market which is benefiting from strong growth in consumer spending as the Chinese economy transitions. AAITF (auto), SIUF (underwear), Labelexpo Asia and medical equipment all fall into this category. Additionally, in terms of geography, Tarsus is focused on the key growth areas of Shanghai, Shenzhen and central China. The Group remains optimistic about opportunities in China and will seek to expand its presence there.
In the first half, SIUF, Asia's largest underwear show, demonstrated good progress over the 2015 edition with buyer growth of 13%. AAITF showed good growth in its second edition in its new venue in Shenzhen with revenue returning to previous levels. Hope, the Group's Central China division continued to perform well with revenues ahead of 2015.
In South East Asia, the majority of events take place in the second half of 2016. Following the acquisition of PEP, the Group is now the largest international organiser in the Philippines covering three core sectors of food, auto and infrastructure. The launch of an infrastructure show in Manila in 2017 will increase the Group's scale in the Philippines. South East Asia is a key area of focus for Tarsus and, in the medium-term, the Group expects its revenues from this region to double and comprise some 10% of Group revenues.
In Mexico, Plastimagen (plastics) and Expo Manufactura (metalworking/manufacturing), performed in line with expectations.
USA
The work undertaken in 2014 and 2015 to reposition, diversify and scale up the Medical Division is beginning to gain traction with revenues up 5% in the period. With this division now addressing all four pillars of preventative medicine, revenues are growing and attendances are rising underpinned by continuing portfolio investment. Further growth will be achieved through a combination of launching new events across the different therapeutic areas combined with an educational offering that is increasingly targeting the mainstream medical market.
The Medical Division has performed in line with our expectations in the first half with a steadily increasing number of events across the four therapeutic areas. PainWeek in particular has shown good progress with 22 events in the first half (2015:11). The South Beach Symposium, held in February 2016, also delivered a very solid performance.
The February 2016 Off Price (clothing) show in Las Vegas was another good event. Bookings for the August 2016 edition are in line with our expectations.
Europe
Following the sale of our French business in 2015, the size of our European business is much reduced with the main event - Labelexpo Europe - held in the second half of odd years.
The Additive Manufacturing show in Amsterdam at the end of June saw the Group's first event for the B2B market from its 3D printing portfolio. The event had a strong attendance and was well received by exhibitors and is expected to be repeated in 2017.
Outlook
Revenues for the year as a whole are heavily second-half weighted owing to the timing of many of the Group's larger exhibitions. Overall bookings are 10% ahead of 2015 on a like-for-like basis and we are expecting strong editions of the larger shows - notably Labelexpo Americas - in the second half.
Given the revenue of the Group is predominantly in US Dollars Tarsus expects the recent weakness in Sterling, if it continues, to have a positive influence on future results starting in 2017. The Group is not expecting the recent referendum result in the UK on membership of the European Union to have a significant impact on trading, given our geographical diversification and lack of exposure to UK/EU trade.
The Group remains mindful of the global macroeconomic background and geopolitical risks but is confident of delivering a strong performance for the year as a whole. Bookings for our larger biennial events in 2017 remain positive.
Neville Buch Douglas Emslie
Chairman Group Managing Director
27 July 2016
CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT
Period to 30 Period to 30 June
June 2016 2015
Unaudited Unaudited
Note Headline Adjusting Reported Headline Adjusting Reported
items items
* *
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
Total Revenue 26,954 - 26,954 33,973 - 33,973
Less: Revenue from
discontinued operations - - - - (4,924) (4,924)
--------- ---------- --------- --------- ---------- ---------
Continuing Operations
Group revenue 7 26,954 - 26,954 33,973 (4,924) 29,049
Operating costs (23,896) (4,580) (28,476) (28,248) (601) (28,849)
Share of profit
of joint ventures 2,020 (591) 1,429 631 (188) 443
--------- ---------- --------- --------- ---------- ---------
Group operating
profit/(loss) 5,078 (5,171) (93) 6,356 (5,713) 643
Net finance costs (1,113) (1,888) (3,001) (903) (1,920) (2,823)
--------- ---------- --------- --------- ---------- ---------
Profit/(loss) before
taxation 3,965 (7,059) (3,094) 5,453 (7,633) (2,180)
Tax on profit/(loss)
on ordinary activities 8 (604) 1,151 547 (802) 852 50
--------- ---------- --------- --------- ---------- ---------
Profit/(loss) for
the financial year
from continuing operations 3,361 (5,908) (2,547) 4,651 (6,781) (2,130)
Profit/(loss) for
the financial year
from discontinued
operations - - - - 250 250
Profit/(loss) for
the financial period 3,361 (5,908) (2,547) 4,651 (6,531) (1,880)
========= ========== ========= ========= ========== =========
Attributable to:
Profit/(loss) for
the financial period
attributable to equity
shareholders of the
parent company 2,787 (5,908) (3,121) 3,462 (6,531) (3,069)
Profit for the financial
period attributable
to non-controlling
interests 574 - 574 1,189 - 1,189
3,361 (5,908) (2,547) 4,651 (6,531) (1,880)
========= ========== ========= ========= ========== =========
Note Headline Reported Headline Reported
Earnings per share
(pence) 9
- basic 2.8 (3.1) 3.4 (3.0)
- diluted 2.7 (3.1) 3.4 (3.0)
* See note 6 for adjusting items
CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 30 June
Period Period
to 30 to 30
June 2016 June 2015
GBP000 GBP000
Unaudited Unaudited
Loss for the financial period (2,547) (1,880)
----------- -----------
Other comprehensive (income)/expense
recognised directly in equity:
Cash flow hedge reserve -
movement in fair value (2,120) 70
Foreign exchange translation
differences 8,379 (3,913)
Other comprehensive income/(expense) 6,259 (3,843)
Total comprehensive income/(expense)
for the period 3,712 (5,723)
=========== ===========
Attributable to:
Equity shareholders of the
parent company 3,138 (6,912)
Non-controlling interests 574 1,189
Total comprehensive (expense)/income
for the period 3,712 (5,723)
=========== ===========
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 At 30 At 31
June June December
2016 2015 2015
GBP000 GBP000 GBP000
Unaudited Unaudited Audited
NON-CURRENT ASSETS
Property, plant and equipment 958 1,333 904
Intangible assets 10 139,309 129,681 127,127
Investment in Joint Ventures 25,123 15,385 23,595
Other investments 1 1 1
Deferred tax assets - 3,000 2,503
165,391 149,400 154,130
CURRENT ASSETS
Trade and other receivables 33,148 32,187 29,709
Cash and cash equivalents 8,708 13,128 10,693
---------- ---------- ----------
41,856 45,315 40,402
CURRENT LIABILITIES
Trade and other payables (18,211) (18,359) (27,536)
Deferred income (37,143) (37,722) (24,135)
Provisions - - (200)
Liabilities for current
tax - (2,839) (1,510)
---------- ---------- ----------
(55,354) (58,920) (53,381)
---------- ---------- ----------
NET CURRENT LIABILITIES (13,498) (13,605) (12,979)
---------- ---------- ----------
TOTAL ASSETS LESS CURRENT
LIABILITIES 151,893 135,795 141,151
---------- ---------- ----------
NON-CURRENT LIABILITIES
Other payables (42,946) (43,955) (38,364)
Deferred tax liabilities (9,168) (7,308) (8,505)
Interest bearing loans and
borrowings (63,500) (56,800) (54,350)
---------- ---------- ----------
(115,614) (108,063) (101,219)
NET ASSETS 36,279 27,732 39,932
========== ========== ==========
EQUITY
Share capital 5,117 5,082 5,091
Share premium account 49,164 47,981 48,280
Other reserves (9,632) (17,637) (15,891)
Retained earnings (11,832) (13,289) (1,972)
----------
Issued capital and reserves
attributable to equity shareholders
of the parent 32,817 22,137 35,508
NON-CONTROLLING INTERESTS 3,462 5,595 4,424
TOTAL EQUITY 36,279 27,732 39,932
========== ========== ==========
The financial statements of Tarsus Group plc, registered number 101579 (Jersey), were approved by the board and authorised for issue on 27 July 2016 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 Period
to 30 June to 30
2016 June 2015
Unaudited Unaudited
GBP000 GBP000
Cash flows from operating activities
(Loss) / profit for the period (2,547) (1,880)
Adjustments for:
Depreciation 176 259
Amortisation & impairment 3,225 4,295
Other gains / (losses) 185 (595)
Loss on disposal of intangible 1 -
assets
Loss on disposal of tangible
assets (4) 20
Share option charge 1,099 955
Taxation charge (547) (51)
Interest payable 3,001 2,823
Share of profit from joint
ventures (1,429) (443)
Dividends received from joint
venture company - 975
Operating cash flow before
changes in working capital 3,160 6,358
(Increase)/ decrease in trade
and other receivables (1,749) 458
(Decrease)/ increase in trade
and other payables (278) 2,690
Cash generated from operations 1,133 9,506
Interest paid (1,199) (1,010)
Income taxes paid (206) (1,330)
Net cash from operating activities (272) 7,166
Cash flows from investing activities
Proceeds from sale of tangible
fixed assets 2 18
Acquisition of property, plant
& equipment (45) (334)
Acquisition of intangible fixed
assets (502) (646)
Acquisition of subsidiaries
- cash paid (3,244) (1,871)
Sale of French business 1,171 -
Deferred and contingent consideration
paid (4,979) (5,433)
Net cash outflow from investing
activities (7,597) (8,266)
------------ -----------
Cash flows from financing activities
Drawdown of borrowings 9,150 5,671
Share purchases for share based
payments (1,078) (999)
Dividends paid to shareholders
in parent company (2,516) (2,348)
Dividends paid to non-controlling
interests in subsidiaries (435) (1,053)
Net cash inflow from financing
activities 5,121 1,271
------------ -----------
Net (decrease)/increase in
cash and cash equivalents (2,748) 171
Opening cash and cash equivalents 10,693 12,347
Foreign exchange movements 763 610
Closing cash and cash equivalents 8,708 13,128
============ ===========
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
2016 5,091 48,280 6,013 (443) (1,080) (20,381) (1,972) 4,424 39,932
Recognised foreign
exchange losses
for the period - - - - - 8,379 - - 8,379
(Loss)/Profit
for the period:
- Attributable
to equity shareholders - - - - - - (3,121) - (3,121)
- Attributable
to non-controlling
interests - - - - - - - 574 574
Cashflow hedge
reserve - - - - (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
Cost of shares - - - - - - - - -
issued
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
======== ======== ========= =========== ======== ========= ========= ========== ========
Attributable to equity
holders of the parent
------------------------------------------------------
Share Share Reorgan- Capital Fair Foreign Retained Non- Total
Capital Premium isation Redemption Value Exchange Earnings Controlling
Account Reserve Reserve Reserve Reserve Reserve Interests
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
As at 1 January
2015 5,060 47,424 6,013 (443) (818) (18,546) (6,601) 5,444 37,533
Recognised foreign
exchange losses
for the period - - - - - (3,913) - - (3,913)
Profit for the
period:
- Attributable
to equity
shareholders - - - - - - (3,069) - (3,069)
- Attributable
to non-controlling
interests - - - - - - - 1,189 1,189
Cashflow hedge
reserve - - - - 70 - - - 70
-------- -------- --------- ----------- -------- --------- --------- ---------- --------
Total comprehensive
income (expense)
for the period - - - - 70 (3,913) (3,069) 1,189 (5,723)
Scrip dividend 2 67 - - - - - - 69
New share capital
subscribed 20 490 - - - - - - 510
Share option
charge - - - - - - 798 - 798
Movement in
reserves relating
to deferred
tax - - - - - - 161 - 161
Other movements
in reserves - - - - - - (2,162) - (2,162)
Dividend paid - - - - - - (2,416) - (2,416)
Dividend paid
to non-controlling
interests - - - - - - - (1,038) (1,038)
-------- -------- --------- ----------- -------- --------- --------- ---------- --------
Net change in
shareholders'
funds 22 557 - - 70 (3,913) (6,688) 151 (9,801)
-------- -------- --------- ----------- -------- --------- --------- ---------- --------
As at 30 June
2015 5,082 47,981 6,013 (443) (748) (22,459) (13,289) 5,595 27,732
======== ======== ========= =========== ======== ========= ========= ========== ========
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 2016 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 2015 are available upon request from the Company Secretary at 77 Sir John Rogerson's Quay, 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 2015 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 27 July 2016.
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 2015.
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 2015.
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 2015.
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 and impairment of intangible assets, movements in fair value measurement of unsettled derivatives and unwinding of discount charges.
Six months Six months
to to
30 June 30 June
2016 2015
GBP000 GBP000
Unaudited Unaudited
Operating items:
Revenue from discontinued
operations - 4,924
Operating costs:
Operating costs from discontinued
operations - (4,674)
Exceptional debit * 813 861
Changes in fair value of put/call
and contingent consideration (636) (177)
Movement in fair value 816 -
of unsettled fx derivatives
Share option charge 1,099 955
Amortisation charge (excluding
amounts charged to costs of sale) 2,493 1,816
(Profit)/loss on disposal
of tangible fixed assets (5) 20
Impairment - 1,800
Total adjusting items
in operating costs 4,580 601
Tax on joint venture profits 591 188
----------- -----------
Total adjusting items
in operating profit 5,171 5,713
Finance item - Unwinding
of discount 1,888 1,920
----------- -----------
Adjusting items before
tax 7,059 7,633
Taxation:
Tax on joint venture profits (591) (188)
Tax relating to adjusting
items (560) (664)
----------- -----------
(1,151) (852)
Discontinued operations - (250)
Total adjusting items 5,908 6,531
=========== ===========
*In 2016, the Group incurred exceptional one-off costs resulting from acquisition costs or potential acquisition costs of GBP0.8m.
In 2015, adjusting items would have reduced by GBP305,000 if discontinued operations were excluded which would reduce adjusted profit before tax to GBP5,147,000, adjusted profit after tax to GBP4,346,000 and EPS to 3.1p.
7. SEGMENTAL ANALYSIS
As at 30 June 2016, the Group is organised into three main operating segments - Europe, USA and Emerging Markets. These segments are the basis on which the Group reports its segments are the basis on which the Group reports its segment information for management purposes.
The main activities of all segments are the production of exhibitions, conferences, magazines, directories and online media.
The following table sets out the revenue and profit information and certain asset and liability information for the Group's reportable segments:
30 June 2016
Unaudited
Emerging Central
Markets USA Europe Costs Group
Revenue by sector GBP000 GBP000 GBP000 GBP000 GBP000
Group revenue 13,963 11,770 1,221 - 26,954
========= ========= ========= ======== ==========
Profit/(loss) from
operating activities 3,824 2,851 (46) (6,722) (93)
Net financing costs - - - (3,001) (3,001)
--------- --------- --------- -------- ----------
Profit/(loss) before
taxation 3,824 2,851 (46) (9,723) (3,094)
Adjusting items -
see note 6 - - - 7,059 7,059
--------- --------- --------- -------- ----------
Adjusted profit/(loss)
before tax 3,824 2,851 (46) (2,664) 3,965
========= ========= ========= ======== ==========
Segment non-current
assets 80,834 74,983 9,574 165,391
Segment current assets 23,008 9,794 9,054 41,856
--------- --------- --------- -------- ----------
103,842 84,777 18,628 - 207,247
========= ========= ========= ========
Deferred tax assets -
----------
Total assets 207,247
==========
Segment liabilities (50,775) (30,799) (80,226) (161,800)
========= ========= ========= ========
Liabilities for current -
tax
Deferred tax liabilities (9,168)
----------
Total liabilities (170,968)
==========
7. SEGMENTAL ANALYSIS (CONTINUED)
30 June 2015
Unaudited
Emerging Central
Markets USA Europe Costs Group
Revenue by sector GBP000 GBP000 GBP000 GBP000 GBP000
Total Revenue 17,728 9,715 6,530 - 33,973
Less: Revenue from
discontinued operations - - (4,924) - (4,924)
--------- --------- --------- -------- ----------
Group revenue 17,728 9,715 1,606 - 29,049
========= ========= ========= ======== ==========
Profit/(loss) from
operating activities 4,890 2,551 (142) (6,656) 643
Net financing costs - - - (2,823) (2,823)
--------- --------- --------- -------- ----------
Profit/(loss) before
taxation 4,890 2,551 (142) (9,479) (2,180)
Adjusting items -
see note 6 - - - 7,383 7,383
Adjusted profit from
discontinued operations - - 305 (55) 250
--------- --------- --------- -------- ----------
Adjusted profit/(loss)
before tax 4,890 2,551 163 (2,151) 5,453
========= ========= ========= ======== ==========
Segment non-current
assets 65,777 65,422 15,201 146,400
Segment current assets 19,151 9,974 16,190 45,315
--------- --------- --------- -------- ----------
84,928 75,396 31,391 - 191,715
========= ========= ========= ========
Deferred tax assets 3,000
----------
Total assets 194,715
==========
Segment liabilities (49,455) (25,246) (82,135) - (156,836)
========= ========= ========= ========
Liabilities for current
tax (2,839)
Deferred tax liabilities (7,308)
----------
Total liabilities (166,983)
==========
8. TAXATION CHARGE
The taxation charge for the six months ended 30 June 2016 is based upon the estimated effective tax rate of 15.2% on adjusted profit before tax (2015: 14.7%) for the year ending 31 December 2015.
9. EARNINGS PER SHARE
Six months Six months
to to
30 June 30 June
2016 2015
Pence Pence
Unaudited Unaudited
Basic earnings per share (3.1) (3.0)
Diluted earnings per share (3.1) (3.0)
Adjusted earnings per share 2.8 3.4
Adjusted diluted earnings per
share 2.7 3.4
Basic earnings per share
Basic earnings per share has been calculated on loss after tax attributable to ordinary shareholders for the six months of GBP3,121,652 (June 2015 loss: GBP3,069,045) and 101,365,693 (June 2015: 101,216,711) 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 GBP3,121,652 (June 2015 loss: GBP3,069,045) and 101,516,395 (June 2015: 101,656,130) ordinary shares, being the diluted weighted average number of shares in issue during the period.
Adjusted earnings per share
Adjusted earnings per share is calculated using adjusted profit after tax as reconciled in note 6 and the weighted average number of ordinary shares (as below) in issue in the year.
Adjusted diluted earnings per share
Adjusted diluted earnings per share is calculated using loss after tax as reconciled in note 6 and the weighted average number of diluted ordinary shares (as below) in issue in the year.
Weighted average number of ordinary shares (diluted):
Six months Six months
to to
30 June 30 June
2016 2015
Unaudited Unaudited
Weighted average number of ordinary
shares 101,365,693 101,216,717
Dilutive effect of share options 150,702 439,413
Weighted average number of ordinary
shares (diluted) 101,516,395 101,656,130
============ ============
10. INTANGIBLE FIXED ASSETS
Goodwill Trademarks, Total
lists
and other
GBP000 GBP000 GBP000
Unaudited Unaudited Unaudited
COST
As at 1 January 2016 101,723 56,020 157,743
Additions through business
acquisition 462 1,348 1,810
Additions - 502 502
Disposals - (555) (555)
Foreign exchange 10,381 6,048 16,429
---------- ------------ ----------
At 30 June 2016 112,566 63,363 175,929
---------- ------------ ----------
AMORTISATION
As at 1 January 2016 133 30,483 30,616
Charge for the year - 3,225 3,225
Disposals - (555) (555)
Foreign exchange 8 3,326 3,334
---------- ------------ ----------
At 30 June 2016 141 36,479 36,620
---------- ------------ ----------
NET BOOK VALUE
At 30 June 2016 112,425 26,884 139,309
========== ============ ==========
At 31 December 2015 101,590 25,537 127,127
========== ============ ==========
At 30 June 2015 104,864 24,817 129,681
========== ============ ==========
11. FINANCIAL INSTRUMENTS
The carrying value of all financial instruments held in the Statement of Financial Position equals their fair value.
Liabilities at fair value
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)
============ ======== ======== =========
30 June Level 1 Level 2 Level 3
2015
GBP000 GBP000 GBP000 GBP000
Interest rate
swaps (748) - (748) -
Forward contracts - - - -
Contingent consideration (20,501) - - (20,501)
Put and call
option liabilities (20,290) - - (20,290)
(41,539) - (748) (40,791)
============ ======== ======== =========
31 December Level 1 Level 2 Level 3
2015
GBP000 GBP000 GBP000 GBP000
Interest rate
swaps (1,080) - (1,080) -
Forward contracts - - - -
Contingent consideration (23,428) - - (23,428)
Put and call
option liabilities (18,816) - - (18,816)
(43,324) - (1,080) (42,244)
============ ======== ======== =========
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 2016, in line with the Group's "Quickening the Pace" strategy.
Effective Name Type of business Percentage
date
acquired
27 April Exhibition
2016 PEP business 51%
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 2016:
PEP Adjustments Fair
value
GBP000 GBP000 GBP000
Other intangibles - 1,348 1,348
Current liabilities (68) - (68)
Deferred tax asset - 20 20
Net assets acquired (68) 1,368 1,300
------- ------------
Goodwill arising on acquisition 462
1,762
=======
Consideration paid and
costs incurred:
Satisfied in cash 1,220
Deferred consideration
(greater than one year) 542
Total consideration incurred 1,762
=======
Consideration paid in cash 1,220
Total net cash outflow 1,220
=======
From the date of acquisition to 30 June 2016, the acquisition has contributed GBPnil of revenue to the Group.
Goodwill of GBP0.5 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 GBP103,000 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.
13. DIVIDS
The following dividends were paid and proposed by the Group:
2016 2015
GBP000 GBP000
Unaudited Unaudited
Dividend paid in current period
in cash or scrip
2015 interim dividend (2.5p per
share) 2,540 2,416
2,540 2,416
========== ==========
Dividend paid and proposed post
period end
2015 final dividend paid 5.9p per
share (2014: 5.4p per share) 5,998 5,468
Dividend proposed in the period
2.7p per share (2015: 2.4p per share) 2,737 2,517
8,735 7,985
========== ==========
14. FOREIGN EXCHANGE TRANSLATION DIFFERENCES
Other Comprehensive Income includes foreign exchange translation gains of GBP8.4 million (June 2015: losses of GBP3.9 million) relating to the retranslation of foreign currency denominated net assets, including goodwill.
15. RELATED PARTIES
As at 30 June 2016, directors of the company controlled 10.4% (31 December 2015: 10.1%) of the voting shares of the company.
Executive officers also participate in the Group's share plans.
16. POST BALANCE SHEET EVENTS
There have been no significant post balance sheet events.
17. DEFINITIONS
2015 and 2014 are stated on a continuing basis, excluding the results of the French business disposed of during 2015.
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.
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 2015 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 2015 accounts.
Douglas Emslie Daniel O'Brien
Group Managing Director Group Finance Director
27 July 2016
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR RFMFTMBTTBAF
(END) Dow Jones Newswires
July 27, 2016 02:00 ET (06:00 GMT)
1 Year Tarsus Chart |
1 Month Tarsus Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
