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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Expomedia Grp | LSE:EXP | London | Ordinary Share | GB0031056673 | ORD 5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 1.25 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
RNS Number:6910P Expomedia Group PLC 10 March 2008 10 March 2008 EXPOMEDIA GROUP PLC ("Expomedia" or "the Group") Preliminary Results Record results and a continuation to invest in sales infrastructure. The Board of Expomedia Group, the AIM quoted media group with interests in exhibitions, conferences, venue management and related publishing, is pleased to announce record annual results for the year ended 31 December 2007, reflecting a period of realigned strategy and focus on its five core geographic markets of Russia, India, Poland, UK and Germany. FINANCIAL HIGHLIGHTS *Turnover up 52 per cent on continuing activities, excluding our share of joint ventures, to Euro 35.0 million (2006: Euro 23.1 million); *Adjusted EBITDA *profit of Euro 4.6 million (2006: adjusted EBITDA profit Euro 0.1 million); *Operating profit on continuing activities for the period of Euro 1.8 million (2006: loss Euro 3.0 million); *Profit before tax Euro 1.9 million (2006: loss Euro 3.4 million); *Basic profit per share 1 cent (2006: loss 34 cents); *Year end net debt of Euro 2.9million excluding finance lease obligations and non bank debt; and *The Board is confident that the turnover and profit will continue to increase in 2008 and in light of this will aim to pay a maiden dividend for the 2008 financial year. OPERATIONAL HIGHLIGHTS *Significant investment in additional sales teams in the UK and Asia to take advantage of ongoing growth in Indian markets; *Excellent performance from repeat business as forward bookings for 2008 up 40 per cent; *Exhibition and conferences strengthen position as core business with over 75 per cent of turnover; *Continuing progress in India in all business units: conferences, exhibitions and venue; *Complementary acquisitions completed: Homebuyer Events, World Food Market and Russian specialist telecoms conference organiser, Exposystems; *Partnership with Gruner + Jahr(Bertelsmann) expands and acquired a series of consumer parenting events; and *Agreement for development of additional venue space in Warsaw. * Adjusted EBITDA is calculated by taking profit before tax on continuing activities and adding back amortisation, depreciation, share option costs, net financing costs and loss on joint ventures and exceptional items. Commenting on today's results, Chief Executive, Mark Shashoua, stated: "2007 was a significant turning point for the Group with a continued focus on our five core markets: Russia, India, Poland, UK and Germany. Of further significance is the fact that the Group has produced substantially improved results whilst still continuing to invest in its business infrastructure, in particular in the key emerging markets of India and Russia and we expect to see the full benefit of these investments in future periods. "Expomedia has expanded across multiple markets and as each market matures, the turnover and bottom line are increasing significantly. This is demonstrated by the 52 per cent growth in turnover and the significant improvement in adjusted EBITDA on continuing activities from Euro 0.1 million in 2006 to Euro 4.6 million. "More businesses are looking towards the emerging markets due to the current uncertainty in the United States; markets such as Russia, India and Poland will become more important to international companies over the coming years. In light of this Expomedia will continue to invest heavily in its international sales teams. The Board is in the process of opening sales offices in Asia so that the Group is ideally positioned to take full advantage of the business opportunities. "The Group believes that it has chosen the markets with the greatest potential return on its investment, after doubling revenue on continuing activities in the past two years and with the continual investment in sales operations, the Group is confident of further strong progress over the next few years." Enquiries: Expomedia Group Plc Mark Shashoua Tel: 020 8386 0070 Bishopsgate Communications Ltd. Dominic Barretto Gemma O'Hara Tel : 020 7562 3350 Charles Stanley Securities (Nominated Adviser) Mark Taylor Tel: 020 7149 6000 RESULTS STATEMENT On behalf of the Board, I am pleased to report on a successful year for the Group, both in terms of the financial performance and the realigned business focus of Expomedia, as it looks to take full advantage of the five core geographic territories it invests in. In the last two years the Board has seen the Group double its revenues on continuing actvities and position itself amongst what it believes to be key geographic territories where it has identified significant growth opportunities. I am pleased to report that not only has the Group produced substantially improved results, but that it has done so whilst still continuing to invest in its business infrastructure, in particular in the growth areas of India and Russia where the full benefit of these investments will not be seen until 2009 and onwards. The Group's business units have grown their revenues by a total of 52 per cent excluding discontinued operations and including acquisitions. Forward bookings for the year are ahead by 40 per cent compared with the same time in the previous year, including the impact of acquisitions and excluding discontinued operations. Furthermore, the Group has reported a positive EBITDA on continuing activities and, for the first time, an operating profit in a year which has seen a significant increase in revenue. The Group completed three acquisitions in the year: Homebuyer Events Limited (UK), Exposystems (Russia) and World Food Market (UK). This reaffirms the Board's acquisition strategy which is focused on acquiring complementary brands that Expomedia can clone into the core territories it operates in - namely Russia, India, Poland, UK and Germany - and also on those which complement and provide synergies to the Group's existing businesses. Whilst a number of the Group's business units, particularly in India, are still at the very early stages of their development many have now started to become profitable, and the Board is confident that there is a considerable amount of organic growth still to be achieved in all of the countries in which Expomedia operates. In 2006, the Group resolved to focus on those activities and markets which had the greatest potential for substantial long term growth. This process continued throughout 2007 with the complete exit from our Dutch operations, the sale of our interest in Morocco, the decision to dispose of our interests in Hungary and to cease or dispose of all activities in Germany except the joint venture with Gruner + Jahr. The latter two actions are expected to be completed within the 2008 calendar year. The Group has benefited substantially from the ability of its senior management to focus on the profitable core activities and those with the greatest potential, in particular India, where we believe the largest untapped potential for our industry worldwide exists. Our conference business in total increased it revenues by over 90% in the year with over 11,500 delegates in 2007 and increase of over 50 per cent compared with 2006. The Group's strategy for 2008 is to continue to expand its business profitably in its five core territories of operation. This will be achieved by expanding the activities of each within the local infrastructure already established but also with substantial leverage from other parts of the Group in terms of brand deployment and international sales support. As more businesses look towards the emerging markets due to the current uncertainty in the US, markets such as Russia, India and Poland will become even more important to international companies over the coming years. Expomedia has always been at the forefront of operations in emerging markets which, combined with the investments made over the past few years and the operations already in place in these markets, means that it is ideally positioned to take full advantage of the business opportunities . It is with this clear emerging market expansion in mind that the Group continues to increase its international sales teams. We are in the process of establishing Asian sales teams in China and Thailand to take advantage of these exciting markets. This is of particular importance as Asia is the largest investor in India of all continents. Results This is the first set of annual results announced under IFRS endorsed for use in the EU ("adopted IFRSs") with comparatives comprising 2006 final results restated to comply with adopted IFRSs. Group turnover on continuing activities for the period was up 52 per cent to Euro 35.0 million (2006: Euro 23.1. million). Turnover growth is expected to continue in 2008 with contracted revenue for 2008 currently 40 per cent ahead of the same point in 2006, after reducing the sales in each period by the effect of discontinued operations and including the effect of acquisitions made in the period. Adjusted EBITDA Profit on continuing activities was Euro 4.6 million (2006: adjusted EBITDA profit Euro 0.1 million) and the operating profit on continuing activities was Euro 1.8 million (2006: loss Euro 3.0 million). The profit before tax on continuing ordinary activities was Euro 1.9 million (2006: loss Euro 3.4 million). Adjusted EBITDA is calculated by taking profit before tax on continuing activities and adding back amortisation, depreciation, share option costs, net financing costs, loss on joint ventures and exceptional items. The profit before tax includes foreign exchange gains of Euro 2.2 million due to the movements in Polish Zloty and Sterling against the Euro. Loss on discontinued operations amounting to Euro 2.5 million representing the losses up to the date of disposal of discontinued operations, this includes the loss on the disposal of subsidiaries, loss on termination of joint ventures and associated costs. The Group's total profit after tax and interest for the period was Euro 0.6 million (2006: loss Euro 16.7 million). The basic earnings per share was 1 cent (2006: loss 34 cents). The Board is confident that the turnover and profit will continue to increase in 2008 and in light of this will aim to pay a maiden dividend for the 2008 financial year. Review of Operations Russia The Group's Russian conference business continues to grow substantially with a 120 per cent increase in revenues in the period and a 70 per cent increase in delegates. This business was profitable in 2007 and is continuing its growth to achieve the level of synergies required to maximise profits and to capitalise on its leading position in the Moscow conference market. In December 2006, the Group announced that it had acquired an 80 per cent interest in BBPG, a conference and forum events business, which operates predominantly in Moscow primarily in the food and other retailing sectors. BBPG currently organises 12 annual events and the Group expects that these will complement the Group's existing portfolio of events. In June 2007, Expomedia acquired a 90 per cent interest in Exposystems, which organises the leading branded IT and telecoms conferences in Moscow. The Board believes that Russia represents a significant opportunity for the Group and that it has established the market leading conference company in Russia with opportunities for further growth. Currently, the Group organises over 110 conferences employing in excess of 150 people and yet in more mature markets the industry can sustain more than ten times that number of events. At present there is no major international competitor in the Moscow market. With limited acquisition opportunities we believe that there are significant barriers to entry for any new international company entering the market. The Group will continue to focus on both developing this business through organic growth as well as seeking further targeted acquisitions in the conference and exhibition field. India The Board has continued its stated strategy for India of building up its infrastructure in order to capitalise on what the Board believes is a significant opportunity for Expomedia in the medium to long term. The market is evolving and the demand for exhibitions and conferences is expected to grow in line with what has been seen in recent years in other emerging markets such as China, Russia and Brazil. Expomedia aims to be a leading player in this market and the investments made to date are designed to achieve this. Exhibitions Expomedia's Indian exhibition business continues to make good progress. During the first half of 2007 two events were held, with a further five events being held in the second half of the year. The topics include some of the key growth industries for the Indian economy: construction, paper and pulp, home interiors, lighting, packaging, metallurgy and mining. We continue the strategy of working closely with local trade associations and have recently won the contract to run the main lighting event with the local trade association in 2009. The Group also won the contract to run the trade association led packaging show, IndiaPack, in 2008. The Board expects that further events will be added to the portfolio in due course both by working with local trade associations and then cloning these events within India itself. The country services over 1 billion people and it is the Group's aim to have cloned events across the main Indian cities of Delhi, Mumbai, Chennai, Bangalore and Calcutta starting from 2009. Conferences The Indian conference division is operated from Mumbai and 2007 represented a new start for the business with new expatriate managers brought in to launch the conference business. Revenues increased only marginally in 2007 and while they are still relatively modest, it is expected that 2008 will see accelerated growth as the substantial investment in new staff during 2007 begins to have an impact. Venue In April 2006, Expomedia took over full occupation of the new 28,000 square metre venue (17,500 square metres of net exhibition space) in Greater Noida, New Delhi. The venue is located on the outskirts of New Delhi and, similar to ExCel in London, it will take time for the local infrastructure around the venue to match the facilities of the venue itself. The venue is continuing to attract significant interest and we are experiencing increased interest from both local and international event organisers. Poland Conferences Expomedia has now established itself as the main conference organiser in Poland both in terms of size and number of events in the market, through its subsidiary Infor-media Poland. Expomedia's Polish conference business has sustained the robust growth seen in 2006 with a 65 per cent increase in revenues in the year and a 50 per cent increase in delegates. We expect that it will continue to grow for the foreseeable future with a consequent increase in profitability of the overall business. Venue The Warsaw venue has reached effective full capacity at peak times of the year and it continues to trade well with utilisation constant at approximately 40 per cent. With the success of the venue and the increase in demand for space, in 2005 the Group acquired the land adjoining the centre with the intention to build additional exhibition space. In December 2007, the Board announced that it had completed an investment agreement with Fortis Lease Polska Sp. Z o.o. ("Fortis") to develop additional venue space adjacent to its Warsaw Exhibition Venue (EXPO XXI). Fortis is the Polish property development division of Fortis Bank, a major European financial institution. Fortis will construct a 4,000 sq metre exhibition and event hall. Following this expansion, the Group's Warsaw venue will have a total of 14,000 square metres of exhibition space. Under the terms of the agreement, Fortis entered into a sale and finance lease back agreement with Group for a 7,800 square metre plot of land at a value of Euro 2.4 million. Expomedia acquired this land in 2005 at a cost of Euro 1.5 million. Fortis will develop the exhibition hall with a capped cost of Euro 8 million, following which our Polish subsidiary will lease the venue back at an annual rent of Euro 600,000. It is anticipated that the construction will start in summer 2008 and be completed by spring 2009. United Kingdom In the UK, the Group continued its strategy of acquiring leading brands with the capability of being cloned into our other core international markets. In May, the Board announced that Expomedia had acquired a leading brand in Homebuyer Events Limited ("Homebuyer Events"). Homebuyer Events organise a series of leading property events including the largest residential investment property exhibition in the UK, The Property Investor Show. Their brands complement Expomedia's existing portfolio of real estate exhibitions in Poland and real estate conferences in Russia, India and Poland. Due to the recent turmoil in the credit markets and its consequent impact on property markets, we believe that the Homebuyer events in 2008 will be more challenging than 2007 but we are confident that, as these events have a market leading position, this will provide opportunities for Expomedia to consolidate its position in this market. In June 2007, the Board also announced the acquisition of World Food Market, the leading UK event for the ethnic and world food markets. The ethnic food market alone is currently worth £1.8 billion in the UK and is forecast to rise to £2.4 billion by 2009, making it one of the fastest growing sectors in the UK food industry. The acquisitions are consistent with the Group's strategy of acquiring leading brands and topical exhibitions and the Group intends to use its international standing to increase customers to the events and to clone branded versions of the events into its other markets. Mash Media Mash Media enjoyed a 13 per cent growth in turnover from 2006 to 2007 and continues to be the leading publishing house for the exhibitions, conference and events industry. The goal in 2008 for Mash is to continue to create the full information circle around these industries: to own the magazine, directory, website, awards and conference for these respective industries and become the main information link. Germany In 2006 the Group entered into a joint venture with Gruner + Jahr ("G+J") to organise exhibitions in Germany. G+J is part of the Bertelsmann Group and is one of the largest publishing companies in the world. The Joint Venture uses its titles to launch events across Germany, which is the largest European exhibition market and second in the world only to the USA. The first event for the Joint Venture was the consumer event Eat and Style which was first held in our Cologne venue in 2006. This event had two editions in 2007 with the successful clone into Hamburg and the Cologne event growing by 80 per cent. In 2008 it will be cloned into two further cities in Germany, Munich and Wiesbaden. Plans for further expansion of this title could see a total of six events being held across Germany. The Board is currently working on the launch of other live events based on topics in which G+J have a dominant market share through their consumer magazine titles and which will follow a similar model of launching and cloning. We consider that this is the optimal way to leverage the Joint Venture activities off the successful mass market titles of G+J. In October we announced that we had acquired the leading brand in parenting exhibitions in Germany, "Babywelt". These events will be held in six cities in Germany and the intention is to increase the size and profile of these events, with a consequent increase in attendance, in conjunction with the market leading series of titles published by the Eltern magazine group of G+J. Directorate Change On 24 September 2007 Nicholas Berry, Non-Executive Director, stepped down from the Board, due to the pressure of other commitments. Nicholas Berry, a valued member of the Board since joining in 2002, has retained his shareholding and remains a long term shareholder in Expomedia. The Board wishes to thank him for his commitment, advice and involvement in the early stages of Expomedia and its current realignment, and wishes him well for the future. Capital Reduction A resolution will be proposed at the forthcoming Annual General Meeting (AGM) to carry out a restructure of the Expomedia's capital structure, by way of a cancellation of its share premium account. If passed, Expomedia may apply to the High Court to confirm the resolution, whereupon sums to the credit of the share premium account are credited to the company's profit and loss account, the excess becoming available as distributable reserves. This process is subject to an undertaking from Expomedia to the High Court to protect the company's creditors, which is standard for a company in the position of Expomedia. As a consequence of the restructure the Group expects to be in position to pay dividends from future profits earlier than would have been possible otherwise. Outlook 2007 was a transformational year for the Group, as the Board focused the business on markets and products that will deliver the greatest return on investment and where the Group has a demonstrable competitive edge. The Board believes that the emerging markets will become of even greater importance to the Group, as internationals look to establish themselves more quickly in these markets as a result of the down-turn in the US and European economies. Expomedia is perfectly positioned to capitalise on this and will expand its international sales teams, particularly in Asia, during 2008. 2007 has been a highly active and profitable period for Expomedia and the outlook for the Group is very positive. With the twin benefits of a targeted acquisition strategy supporting strong organic growth, the Board is confident of the current and future prospects for the Group and in light of this will aim to pay a maiden dividend for the 2008 financial year. Chief Executive Mark Shashoua Financial Review To fund Expomedia's rapid expansion, the Group uses a mix of equity, debt and cash generated from its operations. In addition the Group released in late 2006 a substantial amount of equity through the sale and leaseback of its venue operations in Poland and in late 2007 through the agreement with Fortis on the sale and finance leaseback of land in Warsaw associated with the development of a new exhibition hall. Capital structure In 2007, the Group raised Euro 7.7 million of new Sterling bank borrowings to fund acquisitions in the UK. In addition the Group raised Euro 2.4 million through the sale and finance leaseback of the land in Warsaw, further details of which are provided below. As part of this process the Group repaid Euro 1 million of existing facilities obtained during the year which had been secured on the land. At the year end, the Group had a cash balance of Euro 6.3 million and bank debt and overdrafts of Euro 9.2 million, giving net debt excluding finance leases and other non bank financing of Euro 2.9 million (2006: net cash Euro 9.6 million). Taking into account the finance lease liability arising from the sale and leaseback of the Warsaw venue, the financing arrangement with Fortis and other long term non bank debt, the net debt of the Group is Euro 22.2 million. Warsaw venue development In December 2007 we announced that we had completed the sale and leaseback of land in Warsaw to Fortis Lease Polska Sp. Z o.o. ("Fortis") as part of an agreement to develop additional venue space adjacent to our Warsaw Exhibition Venue (EXPO XXI). Fortis is the Polish property development division of Fortis Bank, a major European financial institution. The total cost of the development by Fortis will be capped at Euro 8 million. A subsidiary of the Group, Warsaw International Expocentre Sp. Z o.o, will then lease the finished venue for 15 years at an annual rent of approximately Euro 600,000. At the end of the lease term, the Group can purchase the exhibition hall from Fortis for Euro 3.9 million. Balance sheet At 31 December 2007 the Group had net assets of Euro 27.5 million (2006: Euro 26.8 million). The assets of the Group are largely made up of property plant and equipment including long leasehold buildings which have a carrying value of Euro 27.4 million (2006: Euro 27.3 million). The net value of intangible assets and goodwill stands at Euro 30.2 million (2006: Euro 12.4 million), the increase due to the impact of the acquisition of Homebuyer Events Limited and of other exhibition and conferences titles in the UK and Russia. The Group has invested substantial amounts in the development of its event organising business and this is expensed as it is incurred. The creation of brands and brand awareness is an essential part of our business but in line with accounting standards internally generated brands are not reflected in the balance sheet of the Group. The Group has substantial assets and liabilities in Poland, therefore changes in the value of the Polish Zloty against the Euro cause changes in the value of these assets and liabilities when translated into Euros at the year end exchange rate. Taxation Poland is the only country where the Group currently pays tax. In 2007 we started to utilise past tax losses in some countries for the first time, therefore we have recognised the benefit of certain accumulated tax losses in the current year profit and loss account leading to a net tax credit for the year of Euro 1.2million. Prevailing tax rates in our other territories are different than the UK at 19 per cent in Poland, 24 per cent in Russia and 33% in India. Foreign currency risk The Group is exposed to movements in foreign currencies for bank debt, the translation of net assets and trading transactions. Many of the Group's transactions are denominated in non-Euro currencies. However to reduce the Group currency exposure to soft currencies wherever possible the Group prices its sales outside of the UK in Euros . This reduces the risk associated with operating in countries where the local currency is subject to volatile movements. The Group's bank borrowings are term loans denominated in Euros and Sterling and are repayable in quarterly instalments from the cash flows of the borrowing entity. The Group's finance lease obligation is denominated in Euros and is repayable in equal monthly instalments over the next fourteen years from the cash flows of the lessee. The Group has recorded a net exchange gain in the income statement of Euro 2.2 million in 2007 (2006 loss Euro 0.2million). This is due to the strengthening of the Polish Zloty, in which our Polish operations account, against the Euro, in which their finance lease obligations are denominated, and also on the strength of the Euro, in which the Group accounts, against Sterling, in which it has borrowed for acquisitions in the UK. In both cases the underlying contractual relationships with customers are largely in the currency in which the liability are denominated, therefore the exposure is largely an accounting one and the underlying assets, liabilities and operations in each territory are effectively hedged. There is a risk that exchange rates could change such that the Group reports further gains or losses in the future. Credit risk The Group's principal financial assets are bank balances and trade receivables.. The Group's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are generally large banks. The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers. Interest rate risk The objective of the Group is to maximise investment income and minimise interest costs, bearing in mind its liquidity requirements. For short-term debt, such as overdraft facilities floating rates of interest are used. For longer term debt it is our policy to fix the rates of interest on larger borrowings so as to minimise the Group's exposure to interest rate movements. It is Group policy that surplus cash is not invested in instruments that would put the capital value at risk. All invested funds have a determinable rate of interest. International financial reporting standards The financial statements of the Group are presented for the first time under adopted IFRSs. The impact of the transition to adopted IFRSs is presented in the notes to the accounts. Going concern After making enquiries, the Board has a reasonable expectation that the Group has adequate resources to continue its operational existence for the foreseeable future. The Board has arrived at this conclusion after reviewing the projected working capital for the Group, which demonstrates that the Group's operations will generate sufficient funds to cover its net current liabilities. For this reason, the Group continues to adopt the going concern basis in preparing the accounts. Post balance sheet events There are no post balance sheet events to report. Darra Comyn Group Finance Director Consolidated income statement Year ended 31 Year ended 31 December 2007 December 2006 Euro '000 Euro '000 Revenue including share of joint ventures 36,326 24,040 Less: Share of joint ventures' revenue (1,345) (971) ------------------------------- ---------- --------- Group Revenue 34,981 23,069 Cost of Sales (19,827) (12,821) ------------------------------- ---------- --------- Gross Profit 15,154 10,248 ------------------------------- ---------- --------- Net administrative expenses before exceptional items, amortisation and depreciation (11,055) (10,510) Exceptional items - (929) Amortisation of intangible assets (1,039) (429) Depreciation of property, plant and equipment (1,217) (1,372) ------------------------------- ---------- --------- ------------------------------- ---------- --------- Group administrative expenses (13,311) (13,240) ------------------------------- ---------- --------- Profit / (loss) from operations 1,843 (2,992) Finance income 2,454 246 Financing cost (1,953) (644) ------------------------------- ---------- --------- Net financing income / (costs) 501 (398) ------------------------------- ---------- --------- Share of loss of joint ventures (488) (44) ------------------------------- ---------- --------- Profit / (loss) before tax 1,856 (3,434) Income tax income / (expense) 1,221 (251) ------------------------------- ---------- --------- Profit / (loss) after tax 3,077 (3,685) Discontinued operations Loss from discontinued operations (net of tax) (2,523) (13,034) ------------------------------- ---------- --------- Profit/ (loss) after discontinued operations for the year 554 (16,719) ------------------------------- ---------- --------- Attributable to: Equity holders of parent 804 (16,115) Minority interests (equity interests) (250) (604) ------------------------------- ---------- --------- Profit / (loss) for the year 554 (16,719) =============================== ========== ========= Earnings per share Basic and diluted loss per share (Euro ) 0.01 (0.34) Earnings per share from continuing operations Basic and diluted earnings per share (Euro ) 0.06 (0.08) Consolidated statement of recognised income and expense Year ended Year ended 31 31 December December 2007 2006 Euro '000 Euro '000 Foreign exchange translation diffrences (179) (145) --------- -------- Net income recognised directly in equity (179) (145) Profit/ (Loss) for the year 554 (16,719) --------- -------- Recognised income and expense 375 (16,864) Recognised income and expense for the period is attributable to : Equity holders of the parent 625 (16,260) Minority interest (250) (604) --------- -------- 375 (16,864) ========= ======== Consolidated balance sheet 31 December 2007 31 December 2006 Euro '000 Euro '000 Non-current assets Goodwill 17,064 7,970 Other intangible assets 13,160 4,430 Property, plant and equipment 27,405 27,336 Investments accounted for using the equity method 572 472 Lease prepayment 2,486 2,486 Deferred tax assets 2,295 717 --------- --------- Total non-current assets 62,982 43,411 --------- --------- Current assets Trade and other receivables 10,542 6,639 Cash and cash equivalents 5,876 14,164 Assets classified as held for sale 1,050 - --------- --------- Total current assets 17,468 20,803 --------- --------- --------- --------- Total assets 80,450 64,214 --------- --------- Current liabilities Loans and borrowings (3,973) (1,836) Trade and other payables (5,117) (4,565) Obligation under finance lease and hire -purchase contract (707) (665) Accruals and deferred income (7,582) (5,846) Liabilities classified as held for sale (885) - --------- --------- Total current liabilities (18,264) (12,912) --------- --------- Total non current liabilities Loans and borrowings (7,955) (4,344) Obligation under finance lease and hire -purchase contract (19,083) (17,421) Provisions (3,711) (884) Deferred tax liabilities (3,969) (1,880) --------- --------- Total non current liabilities (34,718) (24,529) --------- --------- --------- --------- Total liabilities (52,,982) (37,441) --------- --------- --------- --------- Net assets 27,468 26,773 ========= ========= Equity Issued Capital 3,972 3,972 Share premium 33,733 33,732 Merger Reserve 15,556 15,556 Hedging reserve (159) - Own shares reserve (1,889) (1,731) Translation reserve 432 614 Retained earnings (23,767) (25,105) --------- --------- Equity attributable to equity holders of parent 27,878 27,038 --------- --------- Minority interests (410) (265) --------- --------- Total equity 27,468 26,773 ========= ========= Consolidated Statement of Cash Flow Year ended 31 Year ended 31 December 2007 December 2006 Euro '000 Euro '000 Cash flows from operating activities Profit/(loss) for the year 554 (16,719) Share of loss of joint ventures 488 44 Foreign exchange gains (2,244) 242 Interest income (210) (85) Interest expense 1,953 457 Loss from discontinued operations 2,523 13,034 Income tax (income) / expense (1,221) 251 Depreciation of property, plant and equipment 1,217 1,372 Amortisation of intangible assets 1,039 429 Share option charge 500 383 --------- --------- Operating profit before changes in working capital 4,599 (592) Decrease/ (increase) in trade and other receivables (1,024) 1,230 Increase in trade and other payables 739 120 --------- --------- Cash generated from operations 4,314 758 Interest paid (1,953) (457) Income tax paid (238) (1,173) --------- --------- Net cash used in operating activities 2,123 (872) Cash flows from investing activities Interest received 210 85 Disposal of subsidiary net of cash disposed of 80 (293) Acquisition of subsidiary undertaking net of cash acquired (13,568) (1,389) Acquisition of goodwill and other ntangible assets (2,962) (4,063) Acquisition of property, plant and equipment (981) (1,483) Joint venture funding (200) (812) Fundning of discontinued activities (934) (1,575) --------- --------- Net cash from investing activities (18,355) (9,530) Cash flows from financing activities Shares purchased (158) (35) New long-term loan 7,575 3,110 Repayment of borrowings (1,967) (3,983) Proceeds of finance lease 2,370 18,086 --------- --------- Net cash inflow from financing activities 7,820 17,178 Net increase/(decrease) in cash and cash equivalents (8,412) 6,776 --------- --------- Cash and cash equivalents at 1 January 14,164 7,687 Effect of exchange rate fluctuations on cash held 124 (299) --------- --------- Cash and cash equivalents at 31 December 5,876 14,164 ========= ========= Notes 1. Basis of preparation and compliance The financial information set out above does not constitute the Group's statutory accounts for the year ended 31 December 2007. The financial information for 2007 is derived from the audited statutory accounts for 2007 which were approved by the Board of Directors on 10 March 2008 and will be delivered to the Registrar of Companies following the Company's Annual General Meeting. Copies of the statutory accounts will be posted to shareholders on 3 April 2008. Additional copies will be available from the registered office of Expomedia Group Plc, Meridien House, 69-71 Clarendon Road, Watford WD17 1DS. Expomedia Group Plc is a UK AIM listed company, which together with its subsidiary operations is hereafter referred to as the "Group". The Group is required by AIM regulations to prepare its consolidated financial statements in accordance with International Financial Reporting Standards ("IFRS") as endorsed by the European Union ("adopted IFRSs) for financial years beginning from 1 January 2007. As the Group is required to publish comparative information for this period on a consistent basis its effective transition date to IFRS is 1 January 2006. The preparation of financial statements under adopted IFRS requires the Directors to make judgements, estimates and assumptions that affect the application of the policies and the reported amounts of assets and liabilities, and income and expenses. These estimates and underlying assumptions are subject to regular review. Changes to estimates and assumptions are reflected in the financial statements in the period in which they are made. The statements are presented in Euro '000s and have been prepared under adopted IFRSs using the historical cost convention, with the exceptions that certain financial instruments are shown at fair value in accordance with IAS 32 and IAS 39. Non-current assets and disposal groups held for sale are stated at the lower of previous carrying amount and fair value less costs to sell. The comparative figures for the financial year ended 31 December 2006 are not the company's statutory accounts for that financial period. The comparatives are the results for the year from the transition date of 1 January 2006, restated in accordance with adopted IFRSs, for the details see Note 8. The statutory accounts for the year ended 31 December 2006, which were prepared under UK GAAP, have been reported on by the company's auditors and delivered to the Registrar of Companies. The report of the auditors was unqualified and did not contain statements under Section 237 (2) or (3) of the Companies Act 1985. 2. Earnings per share Basic earnings per share has been based on the loss for the financial period divided by the weighted average number of ordinary shares in issue of 48,536,911 (December 2006: 48,880,369). Diluted earnings per share has been based on the profit for the financial period divided by the diluted weighted average number of ordinary shares of 50,765,655 (December 2006: 50,976,609). 3. Reconciliation of profit on activities before taxation to adjusted EBITDA ------------------------------- ----------- ----------- Year ended Year ended 31 December 31 December 2007 2006 Continuing Continuing Euro '000 Euro '000 ------------------------------- ----------- ----------- Operating profit / (loss) 1,843 (2,992) Depreciation and amortisation 2,256 1,801 Share option costs 500 389 Exceptional items - 929 ------------------------------- ----------- ----------- Adjusted EBITDA 4,599 127 ------------------------------- ----------- ----------- The adjusted EBITDA is referred to in the operating review and is used by the management of the Group as an indicator of the overall financial performance of the Group as they believe it provides a better guide to the ongoing profitability of the group's operating activity. 4. Exceptional loss In 2006 The Group incurred costs in connection with the termination of a joint venture agreement, under which the Group become responsible for all of the operations of the joint venture. The costs incurred included the building of a database system, consultancy fees and sales and marketing resources including websites and training. The expenditure was necessary to continue operation of the joint venture in the absence of the other party to the joint venture. 5. Acquisition of Homebuyer Events Ltd On 24th May 2007 the Group acquired all of the shares of Homebuyer Events Ltd. Homebuyer Events organises a series of leading property events including the largest residential investment property exhibition in the UK, The Property Investor Show. Due to the fact the year end of the Homebuyer Events Ltd is 30th of April and therefore differs, by more than 3 months, from the year end of the parent company, additional financial information was prepared by the management of Homebuyer Events Ltd as at 31st December 2007 for consolidation purposes. In the 7 months to 31st December 2007 the subsidiary contributed net profit of Euro 1,65 million to the consolidated net profit for the year. If the acquisition had occurred on 1st January 2007, group revenue would have been an estimated Euro 38,4 million and net profit of the Group would have been an estimated Euro 1,7 million. In determining these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition occurred on 1st January 2007. The assets and liabilities acquired and the goodwill arising on the acquisition are as follows: Fair Value Euro '000 Acquiree's net assets at the date of acquisition: Property, Plant and equipment 22 Trade and other debtors 5,170 Cash and cash equivalents 1,006 Trade and other payables (3,620) Other intangible assets 6,873 Deferred Tax liability (1,824) ----------- Net identifiable assets and liabilities 7,627 Goodwill on acquisition 9,705 ----------- Total 17,332 =========== Consideration: Satisfied in cash 13,981 Deferred consideration 2,912 Expenses 439 ----------- Total 17,332 =========== Consideration paid in cash 13,981 Cash acquired (1,006) ----------- Net cash outflow 12,975 =========== Goodwill recognised in the above acquisitions represents intangible assets that are not capable of being separately measured reliably and are not allowed under IFRS3 to be separately identified. This includes the value of an established workforce together with cost and revenue synergies achieved by integration with Expomedia Group providing access to international markets, sales teams and international locations and other benefits of being part of the larger, more diversified organisation. 6. Discontinued operations Discontinued operations in the current period relate to a terminated joint venture in Holland, disposed investment in Group's subsidiary IEC Sarl in Morcco and operations held for sale in Hungary and Germany. The loss on discontinued operations is made up of an operating loss of Euro 3.9 million and a gain on disposal of Euro 1.4 million. Discontinued operations in year ended 31 December 2006 relate to the disposal of the group's investments in Expocentres Eastern Europe Limited and Expo Sports Centre Limited in addition to the results of the operations discontinued in 2007. 7. Tax recognised in income statement Year ended Year ended 31 December 2007 31 December 2006 Euro '000 Euro '000 ---------------------------------- --------- --------- Current tax expense UK corporation tax - - Total foreign taxation 238 993 ---------------------------------- --------- --------- 238 993 Deferred tax credit Origination and reversal of timing differences 107 (717) Recognition of previously unrecognised tax losses (1,492) - ---------------------------------- --------- --------- Deferred tax (credit)/ expense (1,385) (717) ---------------------------------- --------- --------- Share of tax of equity accounted investees (74) - Tax (credit)/expense in income statement (1,221) 251 Tax on discontinued operation 13 25 ---------------------------------- --------- --------- Total tax (credit)/expense (1,208) 276 ---------------------------------- --------- --------- 8. Explanation of transition to Adopted IFRSs Expomedia Group plc has prepared its financial statements in accordance with International Financial Reporting Standards as adopted by the EU ("Adopted IFRSs") including International Accounting Standards ('IAS') and interpretations published by the International Accounting Standards Board ('IASB') and its committees, as adopted for use in the EU, with effect from the year ended 31 December 2007. This analysis explains how the Group's previously reported UK GAAP financial performance and position have been reported under Adopted IFRSs. It provides on an Adopted IFRS basis reconciliations from UK GAAP to IFRS for the following: * the Group's consolidated income statement for the year ended 31 December 2006 * the Group's consolidated balance sheet as at 31 December 2006 * the Group's consolidated balance sheet as at 1 January 2006 In preparing its opening IFRS balance sheet, the Group has adjusted amounts reported previously in financial statements prepared in accordance with its old basis of accounting (UK GAAP). The company published full disclosures relating to the adoption of IFRS immediately prior to the release of its first IFRS financial information, for the period ended 30 June 2007. However, the company has also since identified certain corrections to the previously reported UK GAAP amounts. Accordingly, the previously published transitional disclosures have been updated and the impact of these corrections are separately identified and explained in the updated key transitional disclosures below. Summary of impact of IFRS IFRS does not affect the underlying business performance of the Group and has no impact on cash generated from operations. The most significant presentational impact on the loss before tax for the year ended 31 December 2006 is the reclassification of the loss on discontinued operations which is disclosed below the profit after tax line under IFRS 5. This reclassification results in a Euro 12.1m reduction in reported loss before tax for the year ended 31 December 2006, comprising the reclassification of operations discontinued in 2006 (Euro 10,677,000 loss before tax) and those subsequently discontinued (Euro 2,332,000 loss before tax). Excluding this reclassification, the net impact on reported loss before tax for the year ended 31 December 2006 is an improvement of Euro 288,000, which is principally due to a reduced amortisation charge. The table below sets out the key changes: 31 December 2006 loss before tax Euro '000 UK GAAP originally reported (15,314) Correction of errors (see below) (1,401) ---------------- UK GAAP restated (16,715) Goodwill amortisation added back 391 Amortisation of newly recognised intangibles (92) Negative goodwill adjusted (15) Reclassify operations discontinued in 2006 10,677 Operations discontinued in 2007 2,332 Other 4 ---------------- IFRS (3,418) ---------------- Corrections of errors in the 2006 UK GAAP accounts During 2006, the company acquired 1,700,000 of its own shares for the Expomedia Employee Benefit Trust, funded by way of a loan from the vendor of the shares. An exceptional gain of Euro 1,401,000 was recognized in the 2006 profit and loss account, being the difference between the fair value of the loan received and the amount repayable to the vendor of Euro 3,000,000. The 1,700,000 shares were accounted for as a purchase of own shares at a cost of Euro 3,000,000, their market value at the date of the transaction. No cash was received in respect of the loan or paid out to acquire the company's own shares. Subsequent to publication of the company's 2006 UK GAAP accounts and its interim results for the six months ended 30 June 2007, prepared in accordance with Adopted IFRS, the company has been in discussions with the Financial Reporting Review Panel ("the Panel"), and has concluded that the purchase of own shares and the receipt of an associated and favourable loan, should have instead been considered as a single transaction and accounted for accordingly. The consideration deducted from reserves in respect of the purchased shares should have been the fair value of the loan received to finance the purchase of Euro 1,599,000 rather than Euro 3,000,000 and no exceptional gain should have been recognized in the 2006 consolidated profit and loss account. This revised treatment properly reflects the overall commercial effect of the transaction and is consistent with the requirements of FRS5 "Reporting the Substance of Transactions", and also with UITF Abstract 38 "Accounting for ESOP Trusts which prohibits a gain or loss arising on purchase of a company's own shares when acquired for an employee trust. The reported UK GAAP loss before tax for 2006 of Euro 15,314,000 was therefore understated by Euro 1,401,000 and the debit balance on the own share reserve in the balance sheet was overstated by the same amount. There was no impact on overall net assets. The directors have corrected the accounting treatment by adjusting the UK GAAP balances in the profit and loss account and own share reserves at 31 December 2006, and in the income statement for the year then ended, in the updated IFRS transitional disclosures below. In addition the directors have also identified that the net credit of Euro 383,000 in respect of share option charges under FRS20 was incorrectly recorded in the share premium account in 2006. The credit should instead have been recorded in Retained Earnings. This has been corrected by adjusting the share premium account and retained earnings at 1st January 2006 and at 31 December 2006 in the updated IFRS transitional disclosures below by the cumulative credit of Euro 798,000 (representing total amount credited from 2003 to 2006). Reconciliation of profit from UK Gaap to UK GAAP Correction Reclassification Other IFRS IFRS for the year ended 31 December 2006 of errors effect of effects of previously transition to transition reported IFRS to IFRS Euro '000 Euro '000 Euro '000 Euro '000 Euro '000 Revenue including share of joint ventures 32,256 - (8,216) - 24,040 Less: share of joint ventures' revenue (4,420) - 3,449 - (971) -------- -------- --------- ------- ------- Group Revenue 27,836 - (4,767) - 23,069 Cost of Sales (17,631) - 4,810 - (12,821) -------- -------- --------- ------- ------- Gross Profit 10,205 - 43 - 10,248 ----------------- -------- -------- --------- ------- --- ------- Net administrative expenses before exceptional items, amortisation and depreciation (15,072) - 4,578 (16) (10,510) Exceptional items 472 (1,401) - - (929) ----------------- -------- -------- --------- ------- --- ------- Amortisation of intangible assets - - (517) 88 (429) Depreciation of property, plant and equipment - - (1,572) 200 (1,372) Profit on sale of investments - - - - - -------- -------- --------- ------- ------- Group administrative expenses (14,600) (1,401) 2,489 272 (13,240) -------- -------- --------- ------- ------- Profit / (loss) from operations (4,395) (1,401) 2,532 272 (2,992) Finance income 260 - (14) - 246 Financing cost (874) - 230 - (644) -------- -------- --------- ------- ------- Net financing costs (614) - 216 - (398) -------- -------- --------- ------- ------- Share of loss of joint ventures (1,411) - 1,367 - (44) -------- -------- --------- ------- ------- Profit before tax (6,420) (1,401) 4,115 272 (3,434) Income tax expense (276) - 25 - (251) -------- -------- --------- ------- ------- Profit after tax but before loss on discontinued operations (6,696) (1,401) 4,140 272 (3,685) Profit (Loss) from discontinued operations (net of tax) (8,894) - (4,140) - (13,034) -------- -------- --------- ------- ------- Profit/ (Loss) for the period (15,590) (1,401) (0) 272 (16,719) -------- -------- --------- ------- ------- Attributable to: Equity holders of the parent (14,986) (1,401) - 272 (16,115) Minority interests (604) - - - (604) -------- -------- --------- ------- ------- Profit/ (loss) for the period (15,590) (1,401) - 272 (16,719) ======== ======== ========= ======= ======= Effect of transition to IFRS ------------------------------ IAS 38 Goodwill amortisation added back 391 IAS 38 Intangibles asset amortisation (108) IFRS 3 Remove negative Goodwill (15) Other 4 ------- Total effect of transition to IFRS 272 Loss for the period under UK GAAP (16,991) Loss for the period under IFRS (16,719) ======= Reconciliation of equity from UK Gaap to IFRS at 1 January 2006 UK GAAP Correction Effect of IFRS of errors transition previously to IFRS reported Euro '000 Euro '000 Euro '000 Euro '000 Assets Goodwill 4,648 - - 4,648 Negative goodwill (768) - 768 - Other intangible assets 2,540 - 292 2,832 Property, plant and equipment 40,400 - (3,161) 37,239 Investments accounted for using the equity method (767) - - (767) Lease prepayment - - 2,486 2,486 -------- ------- ------- -------- Total non-current assets 46,053 - 385 46,438 -------- ------- ------- -------- Trade and other receivables 9,247 - - 9,247 Cash and cash equivalents 7,687 - - 7,687 -------- ------- ------- -------- Total current assets 16,934 - - 16,934 -------- ------- ------- -------- -------- ------- ------- -------- Total assets 62,987 - 385 63,372 -------- ------- ------- -------- Current liabilities Interest bearing loans and borrowings (435) - - (435) Trade and other payables (3,380) - - (3,380) Accruals and deferred income (3,939) - (60) (3,999) Deferred tax liabilities (26) - 26 - -------- ------- ------- -------- (7,780) - (34) (7,814) -------- ------- ------- -------- Total non - current liabilities Interest bearing loans and borrowings (4,035) - (1,599) (5,634) Other creditors (1,467) - 1,599 132 Deferred tax liabilities - - (1,985) (1,985) -------- ------- ------- -------- (5,502) - (1,985) (7,487) -------- ------- ------- -------- -------- ------- ------- -------- Total liabilities (13,282) - (2,019) (15,301) -------- ------- ------- -------- -------- ------- ------- -------- Net assets 49,705 - (1,634) 48,071 ======== ======= ======= ======== Equity Issued Capital 3,972 - - 3,972 Share premium 34,147 (415) - 33,732 Revaluation reserve 7,953 (7,953) - Merger reserve 15,556 - 15,556 Own shares reserve (97) - (97) Translation reserve - - 759 759 Retained earnings (15,413) 415 5,560 (9,438) -------- ------- ------- -------- Equity attributable to equity holders of parent 46,118 - (1,634) 44,484 -------- ------- ------- -------- Minority interests 3,587 - - 3,587 -------- ------- ------- -------- Total equity 49,705 - (1,634) 48,071 ======== ======= ======= ======== Effect of transition to IFRS ------------------------------ IFRS 3 Negative goodwill transferred to reserves 768 IAS 12 Deferred tax on property revaluation (1,959) IAS 19 Employee benefits, accrual for holiday pay (60) Previously capitalised costs written off (383) -------- Total effect of transition to IFRS (1,634) Total equity under UK GAAP 49,705 -------- Total equity under IFRS 48,071 ======== ======== Reconciliation of equity from UK Gaap to IFRS at 31 December 2006 UK GAAP Correction Effect of IFRS of errors transition previously to IFRS reported Euro '000 Euro '000 Euro '000 Euro '000 Assets Goodwill 9,484 - (1,514) 7,970 Negative goodwill (754) 754 - Other intangible assets 1,794 - 2,636 4,430 Property, plant and equipment 31,025 - (3,689) 27,336 Investments accounted for using the equity method 472 - - 472 Lease prepayment - - 2,486 2,486 Deferred tax assets - - 717 717 -------- ------- ------- -------- Total non-current assets 42,021 - 1,390 43,411 -------- ------- ------- -------- Trade and other receivables 6,639 - - 6,639 Deferred tax asset 717 (717) - Cash and cash equivalents 14,164 - - 14,164 Assets classified as held for sale - - - - -------- ------- ------- -------- Total current assets 21,520 - (717) 20,803 -------- ------- ------- -------- -------- ------- ------- -------- Total assets 63,541 - 673 64,214 -------- ------- ------- -------- Current liabilities Interest bearing loans and borrowings (1,836) - - (1,836) Trade and other payables (4,565) - - (4,565) Obligation under finance lease and hire -purchase contract (665) - - (665) Accruals and deferred income (5,756) - (90) (5,846) Liabilities classified as held for sale - - - - -------- ------- ------- -------- (12,822) - (90) (12,912) -------- ------- ------- -------- Total non - current liabilities Interest bearing loans and borrowings (1,860) - (1,599) (4,344) Obligation under finance lease and hire -purchase contract (17,421) - - (17,421) Other creditors (3,368) - 1,599 (884) Deferred tax liabilities - - (1,880) (1,880) -------- ------- ------- -------- (22,649) - (1,880) (24,529) -------- ------- ------- -------- -------- ------- ------- -------- Total liabilities (35,471) - (1,970) (37,441) -------- ------- ------- -------- -------- ------- ------- -------- Net assets 28,070 - (1,297) 26,773 ======== ======= ======= ======== Equity Issued Capital 3,972 - - 3,972 Share premium 34,530 (798) - 33,732 Other reserves 20,377 1,401 (7,953) 13,825 Retained earnings (30,544) (603) 6,656 (24,491) -------- ------- ------- -------- Equity attributable to equity holders of parent 28,355 - (1,297) 27,038 -------- ------- ------- -------- Minority interests (265) - - (265) -------- ------- ------- -------- Total equity 28,070 - (1,297) 26,773 ======== ======= ======= ======== Effect of transition to IFRS ------------------------------ IAS 36 remove goodwill amortisation 391 IAS 38 amortisation of newly recognised intangibles (108) IFRS 3 negative goodwill transferred to reserves 753 Previously capitalised costs written off (363) IAS 12 deferred tax on revaluation of land and buildings (1,880) IAS 19 employee benefits, accrual for holiday pay (74) Other (16) -------- Total effect of transition to IFRS (1,297) Total equity at 31 December 2006 under UK GAAP 28,070 -------- Total equity at 31December 2006 under IFRS 26,773 ======== The effect of transition adjustments to IFRS includes the following reclassifications: |Deferred tax asset from current assets to non current assets, computer software from property plant and equipment to other intangible assets and leasehold land to lease prepayment.. This information is provided by RNS The company news service from the London Stock Exchange END FR FKKKKKBKKNND
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