26th Jul 2017 07:00
Tarsus Group plc
("Tarsus", the "Company" or the "Group")
Interim results for six months to 30 June 2017
Tarsus, the international business-to-business media group, reports significant progress.
The 'Quickening the Pace' strategy - to accelerate financial returns - continues to gain momentum
with a concerted drive to scale up the Group's portfolio delivering strong organic revenue growth.
Highlights
· Strong growth in adjusted profits and earnings
· Like-for-like revenue* up 4% in smaller first half (8% excluding Turkey)
· Interim dividend up 11% to 3.0p (2016: 2.7p)
· Continuing strong visitor growth up 8%
· Encouraging performances from recent acquisitions - Connect, Hometex and Intex
· Acceleration of replication programme
· Award winning - AEO Marketing Campaign of the Year (fifth time) and IAEE International Excellence Award
Six months to 30 June | |||
2017 | 2016 | 2015* | |
Revenue (£'m) | 39.8 | 27.0 | 29.0 |
Adjusted profit before tax* (£'m) | 6.8 | 4.0 | 5.1 |
Loss before tax (£'m) | (1.4) | (3.1) | (2.2) |
Adjusted EPS* (p) | 3.5 | 2.8 | 3.1 |
EPS (p) | (3.2) | (3.1) | (3.0) |
Interim dividend per share (p) | 3.0 | 2.7 | 2.5 |
Operating cash inflow (£'m) | 16.1 | 1.1 | 9.5 |
Net debt (£'m) | 85.3 | 57.3 | 43.5 |
Outlook
· Promising outlook for larger events in second half, including the Dubai Airshow and Labelexpo Europe
· Forward bookings for the full year currently 9% ahead on a like-for-like basis
· Group remains confident of delivering a strong performance in 2017 in line with expectations
Douglas Emslie, Group Managing Director, said:
"2017 is set to be a strong year for Tarsus. Our determination to build a high quality portfolio in fast-growth markets is paying off, with recent acquisitions performing well and replications extending the reach of Tarsus brands across the world.
"We are seeing impressive results across the portfolio, thanks to the Group's clear strategy of driving scale and momentum. We acquire businesses in exciting markets and industries on the cusp of change; we partner with entrepreneurs who share our vision; we replicate these success stories across the world. Thanks to our increasing scale, we are positioned to deliver future growth - Quickening the Pace of returns to our shareholders.
"As we look ahead to the next six months, the picture is bright. Forward bookings for the current year are already 9% ahead - and we are expecting strong editions of our largest shows, notably Labelexpo Europe and the Dubai Airshow. Given the progress made in 2017, and our excellent portfolio, the Group is confident of delivering a strong performance for the year as a whole."
Overview
The past five years have seen a major strategic re-shaping of the Tarsus portfolio, with a number of strong brands acquired and the Group's ambitions focused on geographies which promise significant growth. The portfolio of exhibitions is diversified by both geography and sector, from the emerging markets of Dubai, Turkey, South East Asia and Mexico to the world-leading markets of the US and China, Tarsus has laid the foundations for future progress.
Following this period of expansion, Tarsus now enjoys the scale and reach to build momentum rapidly: anchored in key markets, with the dexterity and drive to replicate leading brands worldwide. The company continues to invest in new innovations and products, with a constant eye on increasing future organic growth. Together, these actions allow the Group to fulfil its strategy of 'Quickening the Pace': constantly accelerating the rate of return to shareholders.
Financial review
Group revenue for the period was £39.8m (2016: £27.0m). Adjusting for acquisitions and biennial events, underlying organic revenue growth of 4% was achieved in the smaller first half. Revenues in Turkey in the first half were impacted by the geopolitical uncertainty in the region; excluding this impact the revenue growth for the group was 8% on a like-for-like basis.
Adjusted profit before tax was £6.8m (2016: £4.0m; 2015: £5.1m), reflecting strong revenue growth in the portfolio as a result of the move towards higher growth markets and a strong performance from acquisitions. The Group incurred exceptional costs of £0.6m (2016: £0.8m) in respect of completed and pending corporate transactions. The Group also incurred an amortisation charge of £3.7m (2016: £2.5m). Other adjusting items are set out in note 6 to the financial statements below. Loss before tax was £1.4m (2016: £3.1m).
Adjusted earnings per share were 3.5p (2016: 2.8p). Basic loss per share was 3.2p (2016: 3.1p).
An interim dividend of 3.0p per share (2016: 2.7p) has been declared and will be paid on 12 January 2018 to Shareholders on the Register on 1 December 2017. The Group will continue to offer a scrip alternative to qualifying shareholders.
Operating cash inflow in the first half was £16.1m (2016: £1.1m), a strong performance ahead of the Group's large biennial shows in the second half of the year. As expected net debt at 30 June 2017 increased to £85.3 million (2016: £57.3m), driven primarily by acquisitions and deferred consideration payments. The Group remains on target to return to its stated long-term target range of 1.5 - 2.0x net debt: EBITDA by the end of the year. Tarsus has bank facilities of £111m to 2020, providing the financial resources to support its strategic development.
Corporate activity
Tarsus completed the acquisition of 65% of Foshan Huaxia Home Textile Development Co., Ltd on 25 January 2017.
There were no other acquisitions or disposals during the period.
Operating review
Geographic breakdown of results
The Group has changed its reporting structure to better reflect the geographic management of the businesses. Previously the Group reported under US, Europe and Emerging Markets. The segments are now Americas (US and Latin America), Asia (China and South East Asia) and EMEA (Europe, Middle East and Turkey).
EMEA | Americas | Asia | |||||||
£'m | 2017 | 2016 | 2015 | 2017 | 2016 | 2015 | 2017 | 2016 | 2015 |
Revenue | 10.5 | 7.1 | 11.1 | 16.3 | 12.2 | 9.9 | 13.1 | 7.7 | 8.0 |
Adjusted Profit before tax | 2.2 | 0.5 | 2.1 | 3.0 | 4.3 | 2.9 | 5.0 | 1.9 | 2.3 |
Americas
The Connect events are second-half weighted and are performing in line with expectations. We are seeing good opportunities to expand the Connect portfolio with 10 new events planned this year. The Medical portfolio continues its return to revenue growth and the Off Price February 2017 show produced another solid performance.
In Mexico, trading was positive with a strong performance from Expo Manufactura. Two replications were also held (GESS Mexico and Airport Solutions) in the period and both did well.
Asia
The Group's Chinese portfolio, which is heavily first half weighted, performed strongly. AAITF showed good growth in its third edition in Shenzhen, and SIUF performed well. The first editions of events held under the Group's ownership of Hometex and Intex were all encouraging and in line with management expectations. The outlook for the second half in China remains positive.
The majority of events in South-East Asia fall in the second half of the year. Performance of the first half events was in line with management's expectations.
EMEA
Dubai saw a solid performance across events in the first half, including GESS: one of the key brands being replicated into other markets. The first edition in Turkey will take place in October 2017.
Given the unsettled political background, the Group budgeted cautiously for Turkey in 2017. Overall, a number of events in the first half saw lower revenues than previous editions. The market has now recovered resulting in an improved outlook for 2017 compared with 2016 for the Group's larger shows in the second half: Zuchex, Sign and Flower Show.
Outlook
Revenues for the year as a whole are heavily weighted to the second half, owing to the timing of the Group's larger events. Overall, bookings are 9% ahead of 2016 on a like-for-like basis - and Tarsus expects strong editions of the larger shows (notably Labelexpo Europe and the Dubai Airshow) in the second half.
Recent acquisitions are performing well, further enhancing the Group's organic growth potential through increased scale and additional replication opportunities.
The Group remains confident of delivering a strong performance for the year as a whole and in line with the Board's expectations.
Neville Buch | Douglas Emslie |
Chairman | Group Managing Director |
26 July 2017 |
For further information contact:
Tarsus Group plc: | |
Douglas Emslie, Group Managing Director | 020 8846 2700 |
Dan O'Brien, Group Finance Director | |
IR Focus | |
Neville Harris | 07909 976044 |
The Group will be hosting a presentation to analysts at 11.30am today at the offices of Investec Bank plc, 2 Gresham Street, London EC2V 7QP. A webcast of the presentation will be available on Tarsus's website (www.tarsus.com) from 9.30am on 27 July 2017.
*Definitions can be found in note 17 to the financial statements
CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT
Period to 30 June 2017 | Period to 30 June 2016 | |||||||||||
Unaudited | Unaudited | |||||||||||
Note | Headline | Adjusting items * | Reported | Headline | Adjusting items * | Reported | ||||||
£000 | £000 | £000 | £000 | £000 | £000 | |||||||
Group revenue | 7 | 39,777 | - | 39,777 | 26,954 | - | 26,954 | |||||
Operating costs | (32,761) | (6,266) | (39,027) | (23,896) | (4,580) | (28,476) | ||||||
Share of profit of joint ventures | 1,703 | (464) | 1,239 | 2,020 | (591) | 1,429 | ||||||
Group operating profit/(loss) | 8,719 | (6,730) | 1,989 | 5,078 | (5,171) | (93) | ||||||
Net finance costs | (1,928) | (1,429) | (3,357) | (1,113) | (1,888) | (3,001) | ||||||
Profit/(loss) before taxation | 6,791 | (8,159) | (1,368) | 3,965 | (7,059) | (3,094) | ||||||
Tax on profit/(loss) on ordinary activities | 8 | (1,091) | 667 | (424) | (604) | 1,151 | 547 | |||||
Profit/(loss) for the financial period | 5,700 | (7,492) | (1,792) | 3,361 | (5,908) | (2,547) | ||||||
Attributable to: | ||||||||||||
Profit/(loss) for the financial period attributable to equity shareholders of the parent company | 3,941 | (7,492) | (3,551) | 2,787 | (5,908) | (3,121) | ||||||
Profit for the financial period attributable to non-controlling interests | 1,759 | - | 1,759 | 574 | - | 574 | ||||||
5,700 | (7,492) | (1,792) | 3,361 | (5,908) | (2,547) | |||||||
Note | Headline | Reported | Headline | Reported | ||||||||
- basic | 9 | 3.5 | (3.2) | 2.8 | (3.1) | |||||||
- diluted | 3.5 | (3.2) | 2.7 | (3.1) |
* See note 6 for adjusting items
CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOME
For the six months ended 30 June
Period to 30 June 2017 | Period to 30 June 2016 | |||
£000 | £000 | |||
Unaudited | Unaudited | |||
Loss for the financial period | (1,792) | (2,547) | ||
Other comprehensive income/(expense) recognised directly in equity: | ||||
Cash flow hedge reserve - movement in fair value | 525 | (2,120) | ||
Foreign exchange translation differences | (7,414) | 8,379 | ||
Other comprehensive (expense)/income | (6,889) | 6,259 | ||
Total comprehensive (expense)/income for the period | (8,681) | 3,712 | ||
Attributable to: | ||||
Equity shareholders of the parent company | (10,440) | 3,138 | ||
Non-controlling interests | 1,759 | 574 | ||
Total comprehensive (expense)/income for the period | (8,681) | 3,712 | ||
Other comprehensive income relating to foreign exchange translation differences, fair value movements in cash flow hedges and the tax effects thereon may all subsequently be reclassified to profit and loss if certain conditions are met.CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION
Note | At 30 June 2017 | At 30 June 2016 | At 31 December 2016 | |||
£000 | £000 | £000 | ||||
Unaudited | Unaudited | Audited | ||||
NON-CURRENT ASSETS | ||||||
Property, plant and equipment | 1,241 | 958 | 1,355 | |||
Intangible assets | 10 | 193,909 | 139,309 | 186,813 | ||
Investment in Joint Ventures | 32,426 | 25,123 | 34,281 | |||
Other investments | - | 1 | 1 | |||
Deferred tax assets | 2,928 | - | 3,224 | |||
230,504 | 165,391 | 225,674 | ||||
CURRENT ASSETS | ||||||
Trade and other receivables | 37,874 | 33,148 | 33,420 | |||
Cash and cash equivalents | 26,996 | 8,708 | 15,946 | |||
64,870 | 41,856 | 49,366 | ||||
CURRENT LIABILITIES | ||||||
Trade and other payables | (38,360) | (18,211) | (33,357) | |||
Deferred income | (50,311) | (37,143) | (35,790) | |||
Provisions | (134) | - | (165) | |||
Liabilities for current tax | (1,306) | - | (692) | |||
(90,111) | (55,354) | (70,004) | ||||
NET CURRENT LIABILITIES | (25,241) | (13,498) | (20,638) | |||
TOTAL ASSETS LESS CURRENT LIABILITIES | 205,263 | 151,893 | 205,036 | |||
NON-CURRENT LIABILITIES | ||||||
Other payables | (22,056) | (42,946) | (38,716) | |||
Deferred tax liabilities | (10,918) | (9,168) | (10,881) | |||
Interest bearing loans and borrowings | (111,000) | (63,500) | (83,800) | |||
(143,974) | (115,614) | (133,397) | ||||
NET ASSETS | 61,289 | 36,279 | 71,639 | |||
EQUITY | ||||||
Share capital | 5,650 | 5,117 | 5,637 | |||
Share premium account | 73,200 | 49,164 | 72,304 | |||
Other reserves | (12,498) | (9,632) | (5,618) | |||
Retained earnings | (9,388) | (11,832) | (3,047) | |||
Issued capital and reserves attributable to equity shareholders of the parent | 56,964 | 32,817 | 69,276 | |||
NON-CONTROLLING INTERESTS | 4,325 | 3,462 | 2,363 | |||
TOTAL EQUITY | 61,289 | 36,279 | 71,639 |
The financial statements of Tarsus Group plc, registered number 101579 (Jersey), were approved by the board and authorised for issue on 26 July 2017 and signed on its behalf by:
Douglas Emslie Daniel O'Brien
Group Managing Director Group Finance Director
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
Period to 30 June 2017 | Period to 30 June 2016 | |||
Unaudited | Unaudited | |||
£000 | £000 | |||
Cash flows from operating activities | ||||
Loss for the period | (1,792) | (2,547) | ||
Adjustments for: | ||||
Depreciation | 269 | 176 | ||
Amortisation & impairment | 4,642 | 3,225 | ||
Other gains / (losses) | (925) | 185 | ||
Loss on disposal of intangible assets | - | 1 | ||
Loss/(gain) on disposal of tangible assets | 29 | (4) | ||
Share option charge | 1,328 | 1,099 | ||
Taxation charge/(credit) | 424 | (547) | ||
Interest payable | 3,357 | 3,001 | ||
Share of profit from joint ventures | (1,239) | (1,429) | ||
Dividends received from joint venture company | 2,533 | - | ||
Operating cash flow before changes in working capital | 8,626 | 3,160 | ||
Decrease/(increase) in trade and other receivables | 1,100 | (1,749) | ||
Increase/(decrease) in trade and other payables | 6,452 | (278) | ||
Decrease in provisions | (45) | - | ||
Cash generated from operations | 16,133 | 1,133 | ||
Interest paid | (1,802) | (1,199) | ||
Income taxes received/(paid) | 632 | (206) | ||
Net cash from operating activities | 14,963 | (272) | ||
Cash flows from investing activities | ||||
Proceeds from sale of tangible fixed assets | - | 2 | ||
Acquisition of property, plant & equipment | (191) | (45) | ||
Acquisition of intangible fixed assets | (509) | (502) | ||
Acquisition of subsidiaries (net of cash acquired) | (15,896) | (3,244) | ||
Sale of French business | - | 1,171 | ||
Deferred and contingent consideration paid | (5,938) | (4,979) | ||
Put call option liability paid | (5,073) | - | ||
Net cash outflow from investing activities | (27,607) | (7,597) | ||
Cash flows from financing activities | ||||
Drawdown of borrowings | 27,200 | 9,150 | ||
Share purchases for share based payments | - | (1,078) | ||
Dividends paid to shareholders in parent company | (2,736) | (2,516) | ||
Dividends paid to non-controlling interests in subsidiaries | (24) | (435) | ||
Net cash inflow from financing activities | 24,440 | 5,121 | ||
Net increase/(decrease) in cash and cash equivalents | 11,796 | (2,748) | ||
Opening cash and cash equivalents | 15,946 | 10,693 | ||
Foreign exchange movements | (746) | 763 | ||
Closing cash and cash equivalents | 26,996 | 8,708 |
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY
| Attributable to equity holders of the parent | ||||||||||
Share | Share | Reorgan- | Capital | Fair | Foreign | Retained | Non- | Total | |||
Capital | Premium | isation | Redemption | Value | Exchange | Earnings | Controlling | ||||
Account | Reserve | Reserve | Reserve | Reserve | Reserve | Interests | |||||
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |||
As at 1 January 2017 | 5,637 | 72,304 | 6,013 | (443) | (2,434) | (8,754) | (3,047) | 2,363 | 71,639 | ||
Recognised foreign exchange losses for the period | - | - | - | - | - | (7,405) | - | (9) | (7,414) | ||
(Loss)/profit for the period: | |||||||||||
- Attributable to equity shareholders | - | - | - | - | - | - | (3,551) | - | (3,551) | ||
- Attributable to non-controlling interests | - | - | - | - | - | - | - | 1,759 | 1,759 | ||
Cashflow hedge reserve | - | - | - | - | 525 | - | - | - | 525 | ||
Total comprehensive income/(expense) for the period | - | - | - | - | 525 | (7,405) | (3,551) | 1,750 | (8,681) | ||
Scrip dividend | - | 14 | - | - | - | - | - | - | 14 | ||
New share capital subscribed | 13 | 882 | - | - | - | - | - | - | 895 | ||
Share option charge | - | - | - | - | - | - | 1,163 | - | 1,163 | ||
Movement in reserves relating to deferred tax | - | - | - | - | - | - | 198 | - | 198 | ||
Other movements in reserves | - | - | - | - | - | - | (1,407) | - | (1,407) | ||
Dividend paid | - | - | - | - | - | - | (2,744) | - | (2,744) | ||
Acquisition of non-controlling interests | - | - | - | - | - | - | - | 212 | 212 | ||
Net change in shareholders' funds | 13 | 896 | - | - | 525 | (7,405) | (6,341) | 1,962 | (10,350) | ||
As at 30 June 2017 | 5,650 | 73,200 | 6,013 | (443) | (1,909) | (16,159) | (9,388) | 4,325 | 61,289 | ||
Attributable to equity holders of the parent | |||||||||||
Share | Share | Reorgan- | Capital | Fair | Foreign | Retained | Non- | Total | |||
Capital | Premium | isation | Redemption | Value | Exchange | Earnings | Controlling | ||||
Account | Reserve | Reserve | Reserve | Reserve | Reserve | Interests | |||||
£000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | |||
As at 1 January 2016 | 5,091 | 48,280 | 6,013 | (443) | (1,080) | (20,381) | (1,972) | 4,424 | 39,932 | ||
Recognised foreign exchange gains for the period | - | - | - | - | - | 8,379 | - | - | 8,379 | ||
Profit for the period: | |||||||||||
- Attributable to equity shareholders | - | - | - | - | - | - | (3,121) | - | (3,121) | ||
- Attributable to non-controlling interests | - | - | - | - | - | - | - | 574 | 574 | ||
Cashflow hedge | - | - | - | - | (2,120) | - | - | - | (2,120) | ||
Total comprehensive income (expense) for the period | - | - | - | - | (2,120) | 8,379 | (3,121) | 574 | 3,712 | ||
Scrip dividend | 1 | 14 | - | - | - | - | - | - | 15 | ||
New share capital subscribed | 25 | 870 | - | - | - | - | - | - | 895 | ||
Share option charge | - | - | - | - | - | - | 940 | - | 940 | ||
Movement in reserves relating to deferred tax | - | - | - | - | - | - | (2,763) | - | (2,763) | ||
Other movements in reserves | - | - | - | - | - | - | (2,216) | - | (2,216) | ||
Dividend paid | - | - | - | - | - | - | (2,540) | - | (2,540) | ||
Dividend paid to non-controlling interests | - | - | - | - | - | - | - | (435) | (435) | ||
Written Put options over non-controlling interests | - | - | - | - | - | - | (1,261) | - | (1,261) | ||
Acquisition of non-controlling interests | - | - | - | - | - | - | 1,101 | (1,101) | - | ||
Net change in shareholders' funds | 26 | 884 | - | - | (2,120) | 8,379 | (9,860) | (962) | (3,653) | ||
As at 30 June 2016 | 5,117 | 49,164 | 6,013 | (443) | (3,200) | (12,002) | (11,832) | 3,462 | 36,279 | ||
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1. REPORTING ENTITY
Tarsus Group plc (the "Company") is a company incorporated in Jersey and resident in Ireland. The condensed consolidated financial statements of the Company as at and for the six months ended 30 June 2017 comprise the Company and its subsidiaries (together referred to as the "Group") and the Group's interest in jointly controlled entities.
The consolidated financial statements of the Group as at and for the year ended 31 December 2016 are available upon request from the Company Secretary at 15 Harcourt Street, Dublin 2, Ireland.
Having reviewed the Group's liquid resources, borrowing facilities and cash flow forecasts, the directors believe that the Group has adequate resources to continue as a going concern for the foreseeable future.
2. STATEMENT OF COMPLIANCE
These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) IAS 34 Interim Financial Reporting. They do not constitute the Group's statutory accounts.
The interim financial statements should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2016 which were prepared under International Financial Reporting Standards, as adopted by the European Union, and have been reported on by the Company's auditor. The auditor report was unqualified.
The financial statements of Tarsus Group plc, registered number 101579 (Jersey), were approved by the board and authorised for issue on 26 July 2017.
3. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2016.
4. ESTIMATES
The preparation of consolidation interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2016.
5. FINANCIAL RISK MANAGEMENT
The Group's financial risk management objectives and policies are consistent with those disclosed in the consolidated financial statements as at and for the end for the year ended 31 December 2016.
6. ADJUSTING ITEMS
The following analysis details the adjusting items in the consolidated interim income statement. Adjusted profit is prepared to provide a better indication of overall financial performance and to reflect how the business is managed and measured on a day to day basis. The adjusted profit excludes share option charges, amortisation of intangible assets, unwinding of discount charges, changes in fair value of contingent consideration and put/call liabilities, acquisition related costs and related taxation impact.
Six months to | Six months to | ||||
30 June 2017 | 30 June 2016 | ||||
£000 | £000 | ||||
Unaudited | Unaudited | ||||
Operating items: | |||||
Operating costs: | |||||
Acquisition and potential acquisition costs | 650 | 813 | |||
Changes in fair value of put/call and contingent consideration | 514 | (636) | |||
Movement in fair value of unsettled fx derivatives | - | 816 | |||
Share option charge | 1,328 | 1,099 | |||
Amortisation charge (excluding amounts charged to costs of sale) | 3,745 | 2,493 | |||
Loss/(profit) on disposal of tangible fixed assets | 29 | (5) | |||
Total adjusting items in operating costs | 6,266 | 4,580 | |||
Tax on joint venture profits | 464 | 591 | |||
Total adjusting items in operating profit | 6,730 | 5,171 | |||
Finance item - Unwinding of discount | 1,429 | 1,888 | |||
Adjusting items before tax | 8,159 | 7,059 | |||
Taxation: | |||||
Tax on joint venture profits | (464) | (591) | |||
Tax relating to adjusting items | (203) | (560) | |||
Total adjusting items | 7,492 | 5,908 |
7. SEGMENTAL ANALYSIS
As at 30 June 2017, the Group is organised into three main operating segments - Americas, Asia and EMEA. This has changed from the prior year when the three main segments were - Europe, USA and Emerging Markets. The change in segments reflects the format in which the key decision makers now review the business, the composition of the business and strategic intent.
The main activities of all segments are the production of exhibitions, conferences, magazines, directories and online media.
The following table sets out the revenue and profit information and certain asset and liability information for the Group's reportable segments:
30 June 2017 Unaudited | |||||
Central | |||||
Americas | Asia | EMEA | Costs | Group | |
Revenue by sector | £000 | £000 | £000 | £000 | £000 |
Group revenue | 16,251 | 13,056 | 10,470 | - | 39,777 |
Profit/(loss) from operating activities | 2,959 | 4,978 | 2,175 | (8,123) | 1,989 |
Net financing costs | - | - | - | (3,357) | (3,357) |
Profit/(loss) before taxation | 2,959 | 4,978 | 2,175 | (11,480) | (1,368) |
Adjusting items - see note 6 | - | - | - | 8,159 | 8,159 |
Adjusted profit/(loss) before tax | 2,959 | 4,978 | 2,175 | (3,321) | 6,791 |
Segment non-current assets | 116,695 | 65,482 | 45,399 | - | 227,576 |
Segment current assets | 14,304 | 19,480 | 31,086 | - | 64,870 |
130,999 | 84,962 | 76,485 | - | 292,446 | |
Deferred tax assets | 2,928 | ||||
Total assets | 295,374 | ||||
Segment liabilities | 38,274 | 23,668 | 159,919 | - | 221,861 |
Liabilities for current tax | 1,306 | ||||
Deferred tax liabilities | 10,918 | ||||
Total liabilities | 234,085 |
7. SEGMENTAL ANALYSIS (CONTINUED)
30 June 2016 Unaudited | |||||
Central | |||||
Americas | Asia | EMEA | Costs | Group | |
Revenue by sector | £000 | £000 | £000 | £000 | £000 |
Group revenue | 12,204 | 7,695 | 7,055 | - | 26,954 |
Profit/(loss) from operating activities | 4,258 | 1,884 | 487 | (6,722) | (93) |
Net financing costs | - | - | - | (3,001) | (3,001) |
Profit/(loss) before taxation | 4,258 | 1,884 | 487 | (9,723) | (3,094) |
Adjusting items - see note 6 | - | - | - | 7,059 | 7,059 |
Adjusted profit/(loss) before tax | 4,258 | 1,884 | 487 | (2,664) | 3,965 |
Segment non-current assets | 77,461 | 37,645 | 50,285 | - | 165,391 |
Segment current assets | 12,872 | 7,547 | 21,437 | - | 41,856 |
90,333 | 45,192 | 71,722 | - | 207,247 | |
Deferred tax assets | - | ||||
Total assets | 207,247 | ||||
Segment liabilities | 31,865 | 14,065 | 115,870 | - | 161,800 |
Liabilities for current tax | - | ||||
Deferred tax liabilities | 9,168 | ||||
Total liabilities | 170,968 |
8. TAXATION CHARGE
The taxation charge for the six months ended 30 June 2017 is based upon the estimated effective tax rate of 16.0% on adjusted profit before tax (2016: 15.2%) for the year ending 31 December 2016.
9. EARNINGS PER SHARE
Six months to | Six months to | |||
30 June 2017 | 30 June 2016 | |||
Pence | Pence | |||
Unaudited | Unaudited | |||
Basic earnings per share | (3.2) | (3.1) | ||
Diluted earnings per share | (3.2) | (3.1) | ||
Adjusted earnings per share | 3.5 | 2.8 | ||
Adjusted diluted earnings per share | 3.5 | 2.7 |
Basic earnings per share
Basic earnings per share has been calculated on loss after tax attributable to ordinary shareholders for the six months of £3,551,775 (June 2016 loss: £3,121,652) and 112,249,882 (June 2016: 101,365,693) ordinary shares, being the weighted average number of shares in issue during the period.
Diluted earnings per share
Diluted earnings per share has been calculated on loss after tax attributable to ordinary shareholders for the six months of £3,551,775 (June 2016 loss: £3,121,652) and 112,662,685 (June 2016: 101,516,395) ordinary shares, being the diluted weighted average number of shares in issue during the period.
Adjusted earnings per share
Adjusted earnings per share is calculated using adjusted profit after tax as reconciled in note 6 and the weighted average number of ordinary shares (as below) in issue in the year.
Adjusted diluted earnings per share
Adjusted diluted earnings per share is calculated using loss after tax as reconciled in note 6 and the weighted average number of diluted ordinary shares (as below) in issue in the year.
Weighted average number of ordinary shares (diluted):
Six months to | Six months to | |||
30 June 2017 | 30 June 2016 | |||
Unaudited | Unaudited | |||
Weighted average number of ordinary shares | 112,249,882 | 101,365,693 | ||
Dilutive effect of share options | 412,804 | 150,702 | ||
Weighted average number of ordinary shares (diluted) | 112,662,686 | 101,516,395 |
10. INTANGIBLE FIXED ASSETS
Goodwill | Trademarks, lists and other | Total | ||
£000 | £000 | £000 | ||
Unaudited | Unaudited | Unaudited | ||
COST | ||||
As at 1 January 2017 | 137,513 | 91,552 | 229,065 | |
Additions through business acquisition | 12,147 | 8,321 | 20,468 | |
Additions | - | 509 | 509 | |
Disposals | - | (290) | (290) | |
Foreign exchange | (6,575) | (4,750) | (11,325) | |
At 30 June 2017 | 143,085 | 95,342 | 238,427 | |
AMORTISATION | ||||
As at 1 January 2017 | 146 | 42,106 | 42,252 | |
Charge for the year | - | 4,642 | 4,642 | |
Disposals | - | (290) | (290) | |
Foreign exchange | (4) | (2,082) | (2,086) | |
At 30 June 2017 | 142 | 44,376 | 44,518 | |
NET BOOK VALUE | ||||
At 30 June 2017 | 142,943 | 50,966 | 193,909 | |
At 31 December 2016 | 137,367 | 49,446 | 186,813 | |
At 30 June 2016 | 112,425 | 26,884 | 139,309 |
11. FINANCIAL INSTRUMENTS
The carrying value of all financial instruments held in the Statement of Financial Position equals their fair value.
30 June 2017 | Level 1 | Level 2 | Level 3 | |
£000 | £000 | £000 | £000 | |
Interest rate swaps | (1,909) | - | (1,909) | - |
Contingent consideration | (28,944) | - | - | (28,944) |
Put and call option liabilities | (9,568) | - | - | (9,568) |
(40,421) | - | (1,909) | (38,512) | |
30 June 2016 | Level 1 | Level 2 | Level 3 | |
£000 | £000 | £000 | £000 | |
Interest rate swaps | (3,200) | - | (3,200) | - |
Forward contracts | (816) | - | (816) | - |
Contingent consideration | (21,141) | - | - | (21,141) |
Put and call option liabilities | (21,965) | - | - | (21,965) |
(47,122) | - | (4,016) | (43,106) | |
31 December 2016 | Level 1 | Level 2 | Level 3 | |
£000 | £000 | £000 | £000 | |
Interest rate swaps | (2,434) | - | (2,434) | - |
Forward contracts | (23) | - | (23) | - |
Contingent consideration | (34,575) | - | - | (34,575) |
Put and call option liabilities | (14,504) | - | - | (14,504) |
(51,536) | - | (2,457) | (49,079) | |
Reconciliation of level 3 fair value measurements | ||||
2017 | 2016 | |||
Put and call option liabilities | Contingent consideration | Put and call option liabilities | Contingent consideration | |
£000 | £000 | £000 | £000 | |
At 1 January | (14,504) | (34,575) | (18,816) | (23,428) |
Acquisitions | - | (805) | (1,261) | (590) |
Consideration paid | - | 5,938 | - | 4,979 |
Exercise of put option | 5,073 | - | 2,060 | - |
Change in estimates | (457) | (90) | (661) | 1,297 |
Unwinding of discount | (430) | (822) | (960) | (810) |
Foreign exchange | 750 | 1,410 | (2,327) | (2,589) |
At 31 December | (9,568) | (28,944) | (21,965) | (21,141) |
Level 1 - fair values measured using quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - fair values measured using indicative market valuations provided by banks for the identifiable asset of liability.
Level 3 - fair values using inputs or liabilities that are not based on observable market data. These are measured by using the latest management forecasts and using a country specific WACC rate to discount to the present value.
12. ACQUISITIONS
The Group completed one acquisition during the first half of 2017, in line with the Group's "Quickening the Pace" strategy.
Effective date | Name | Type of buisness | Percentage |
acquired | |||
25 January 2017 | Foshan Huaxia Home Textile Development Co., Ltd ("Hometex"), | Exhibition business | 65% |
The following table sets out the book values of the identifiable assets and liabilities acquired and their fair value to the Group, in respect of the acquisition made during 2017:
Hometex | Adjustments | Fair value | ||
£000 | £000 | £000 | ||
Other intangibles | - | 8,320 | 8,320 | |
Net liabilities | 395 | (556) | (161) | |
Deferred tax asset | - | 139 | 139 | |
Net assets acquired | 395 | 7,903 | 8,298 | |
Goodwill arising on acquisition | 12,147 | |||
20,445 | ||||
Consideration paid and costs incurred: | ||||
Satisfied in cash | 16,325 | |||
Contingent consideration (less than one year) | 3,293 | |||
Contingent consideration (greater than one year) | 827 | |||
Total consideration incurred | 20,445 | |||
Consideration paid in cash | 15,896 | |||
Total net cash outflow | 15,896 |
Contingent consideration, relates to payments to vendors, payable after completion, that are dependent on the outcome of future events. This contingent consideration is dependent on the financial performance of the exhibitions occurring in 2017 and 2018.
From the date of acquisition to 30 June 2017, the acquisition has contributed £5.2m of revenue to the Group.
Goodwill of £12.1 million, recognised on this acquisition, relates to certain assets that cannot be separated and reliably measured. These items include sector knowledge, customer loyalty and the anticipated future profitability that the Group can bring to the business acquired.
The Group incurred transaction costs of £400,000 in respect of the acquisition, which were expensed.
The values used in accounting for the identifiable assets and liabilities and related contingent consideration of this acquisition are estimates and are therefore provisional in nature at the balance sheet date. If necessary, adjustments will be made to these carrying values and the related goodwill, within 12 months of the acquisition date. The non-controlling interest is measured as their proportionate share of the fair value of the net assets.
Consideration paid in cash represents the initial cash payment and the first contingent consideration payment net of cash acquired.13. DIVIDENDS
The following dividends were paid and proposed by the Group:
2017 | 2016 | |||
£000 | £000 | |||
Unaudited | Unaudited | |||
Dividend paid in current period in cash or scrip | ||||
2016 interim dividend (2.7p per share) | 2,751 | 2,540 | ||
2,751 | 2,540 | |||
Dividend paid and proposed post period end | ||||
2016 final dividend paid 6.4p per share (2015: 5.9p per share) | 7,201 | 5,998 | ||
Dividend proposed in the period 3.0p per share (2016: 2.7p per share) | 3,380 | 2,737 | ||
10,581 | 8,735 |
14. FOREIGN EXCHANGE TRANSLATION DIFFERENCES
Other Comprehensive Income includes foreign exchange translation losses of £7.4 million (June 2016: gains of £8.4 million) relating to the retranslation of foreign currency denominated net assets, including goodwill.
15. RELATED PARTIES
As at 30 June 2017, directors of the company controlled 9.6% (31 December 2016: 9.5%) of the voting shares of the company.
Executive officers also participate in the Group's share option programme and share acquisition plan.
16. POST BALANCE SHEET EVENTS
There have been no significant post balance sheet events.
17. DEFINITIONS
Organic revenues are on a constant currency basis and after adjusting for the impact of acquisitions, disposals and biennials.
Forward bookings:
Committed orders for future events, adjusted for biennials.
Like-for-like revenue:
Constant exchange rates adjusted for biennial events, excluding acquisitions impacting for the first time in 2016, prior year disposals and non-recurring products and items.
Adjusted profit before tax:
Profit before tax adjusted for exceptional items, share option charges / credits, movements in fair value measurement of derivatives, unsettled amortisation charges, impairment of intangibles, profit / loss on disposal of intangibles and tangible fixed assets, profit on sale of subsidiary and unwinding of discount for contingent consideration. See note 6.
17. DEFINITIONS (CONTINUED)
Adjusted EPS:
Profit after tax attributable to equity shareholders adjusted for exceptional items, share option charges / credits, movements in fair value measurement of unsettled derivatives, amortisation charges, impairment of intangibles, profit / loss on disposal of intangibles and tangible fixed assets, profit on sale of subsidiary and unwinding of discount - contingent consideration. See note 9.
Adjusted operating cash:
Cash from operations adjusted for non-operating items and disposals.
2015 comparatives:
Restated for the removal of discontinued operations (France).
RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE HALF-YEARLY FINANCIAL REPORT
We confirm that to the best of our knowledge:
· The condensed set of financial statements, which has been prepared in accordance with the applicable set of accounting standards, gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Group;
· The interim management report includes a fair review of the information required by:
(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and
(b) DTR4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.
Principal risks and uncertainties
The Board consider the principal risks and uncertainties relating to the Group for the next six months to be the same as details in our last Annual Report and Accounts to 31 December 2016 and include:
· Economic and financial uncertainties;
· Events and exhibitions may be adversely affected by incidents which can curtail travel;
· Expansion into new geographic regions subjects the group to new operating risks;
· Fluctuation in exchange rates may affect the reported results;
· The ability to implement and execute strategic plans depends on the ability to attract and retain key management.
The impact of "Brexit" has been considered and has not resulted in a change to these risks.
Full details of the risks and uncertainties are detailed in the Directors' Report of the 2016 accounts.
Douglas Emslie Daniel O'Brien
Group Managing Director Group Finance Director
26 July 2017
Related Shares:
Tarsus