Final Results

ITE Group PLC 11 December 2000 For Immediate Release 11 December 2000 ITE GROUP PLC PRELIMINARY RESULTS ANNOUNCEMENT ITE Group plc, the leading exhibition organiser in emerging markets, is pleased to announce its preliminary results for the year ended 30 September 2000. Key points: * Headline profit* of £13.4 million (1999: £10.3 million) up 30% through diversification into new markets and cost management programs and despite difficult trading conditions in the Russian and Turkish regions * Headline diluted earnings per share 4.8p (1999: 4.3p) up 12% * Final dividend of 0.95p per share making a total of 1.45p for the year, up 5% * Reported turnover of £38.8 million (1999: £35.3 million) up 10%. Turnover including ITE's share of Associates revenue and Other Income amounts to £44 million, up 25% (1999: nil) * Acquisitions and joint ventures have been undertaken in the UK, Turkey, Czech Republic, Slovakia, Egypt and Indonesia * Strong current trading * ITE organised 140 exhibitions utilising approximately 270,000 square metres of net space sold * £40m recent fundraising including £30m from media and communications private equity investor Veronis Suhler * New strategic alliance with Veronis Suhler to support ITE's expansion into new complementary media and business-to-business markets For further information, please contact : ITE Group plc 020 7596 5000 Lawrie Lewis, Chairman / Ian Tomkins, Finance Director Buchanan Communications 020 7466 5000 Richard Oldworth / Isabel Petre * Headline profit is defined as profit before amortisation of goodwill, tax, compensation paid to directors for loss of office and amounts written off investments ITE GROUP PLC Preliminary Statement for the year ended 30 September 2000 Comments by Chairman : Lawrie Lewis It is a great pleasure for me to present the 2000 preliminary results. Our stated plan for 2000 was to continue to expand by acquisitions and joint ventures in both our existing markets and in new ones and I am pleased to report that we have not only managed to achieve this but also to show continued strong growth in earnings. This achievement has been made despite very difficult trading conditions in Russia following the 1999 economic crisis and in Turkey following the 1999 earthquake. Based on ITE's growth strategy, we are looking to organise over 325 exhibitions in 25 different countries for the coming year. Results The consolidated profit and loss account for the year ended 30 September 2000 is set out in the attached. Turnover directly attributable to the group was £ 38.8 million (1999 £35.3 million), excluding ITE's share of turnover attributable to associates and other income of £5.2 million (1999: nil). Profit before amortisation of goodwill, tax and compensation paid to directors for loss of office was £13.4 million (1999 £10.3 million). Acquisitions Over the last year, the group has continued its acquisition programme and to date we have concluded the following acquisitions and joint ventures: ACG & ITF (50%) Exhibition organiser in Cairo, Egypt Incheba Prague (50%) Exhibition organiser in Prague, Czech Republic ITF (50%) Exhibition organiser in Istanbul, Turkey Coneco (50%) Building exhibition in Bratislava, Slovakia Comtek 9 trade exhibitions in Moscow, Russia PSA (50%) Joint venture in Singapore E-Business Trade exhibition in Birmingham, UK EUF Exhibition organiser in Istanbul, Turkey X-RM (51%) Software company in Winchester, UK. Copras Trade conference in Moscow, Russia UITT Travel show in Kiev, Ukraine Intermedia (51%) Exhibition organiser based in London, UK Rantai (51%) Exhibition organiser in Jakarta, Indonesia Pegasus (50%) Joint venture in Karachi, Pakistan DXCEC (50%) Joint venture in Dalian, China We shall continue with our strategy of growing by acquisition as well as expanding the activities of our existing businesses. We have formed ITE Asia, based in Singapore, and we are looking at acquisition and further joint ventures in Singapore, Indonesia, Hong Kong and China. Exhibitions during the year Our major shows throughout the year included the Building and Construction events Coneco in Bratislava (26,000m(2)) and Mosbuild in Moscow (23,400m(2)); the Machine Tools event Iamk/Tatef in Istanbul (21,000m(2)); the Travel and Tourism events MITT in Moscow (14,500m(2)) and Holiday World in Prague (10,200m(2)); the Motorshow event MIMS in Moscow (10,500m(2)) and the Information Technology event Comtek in Moscow (10,200m(2)). Internet Activities We previously reported that we were launching a number of B2B portal sites but to reflect a downgrading of our views on the rate of Internet uptake we have slowed down this project. We acquired X-RM, a software programming company, and they are currently working on a number of projects allied to our physical exhibitions. This will include interactive websites for our exhibitions, 3-D virtual reality exhibitions and a B2B portals site leveraging off our local and international databases. Management Our management structure has had to change during the year to cope with the changing nature of our business and I had to take on the role of Chief Executive as well as Chairman. We are well advanced in our selection process to find a new Chief Executive with media experience and this will give greater stability to the group. We have added a number of partners to our board and I am delighted that Ceyda Erem, responsible for Turkey; Alexander Rozin, responsible for the Czech Republic and Slovakia; and Mohsen Ghozzi, responsible for Egypt, have joined. Recent Funding In November 2000 VS&A Communications Partners, a private equity affiliate of Veronis Suhler, subscribed approximately £30 million in cash at 70p per share to give them a current shareholding of 16.9%. At the same time, existing shareholders injected £9.68 million at the same price. As a result of receiving the recent funding, ITE has repaid all debt and currently has net cash on deposit of £20 million. Veronis Suhler is a US based investment fund specialising in investing in media and communications companies. The funds under management are currently US$1.4 billion and Veronis Suhler views ITE as an attractive international platform for organic and acquisition-led growth. Veronis Suhler has both financial and commercial expertise to assist ITE in moving to become a broad based business to business media group. As part of this investment Jeffrey Stevenson and Nigel Stapleton have joined the board as non-executive directors. Their considerable experience, both financially and commercially, will prove a great asset to ITE. Dividends An interim net dividend of 0.5p (1999: 0.48p) per share was paid on 10th July 2000. The directors recommend a final net dividend of 0.95p (1999: 0.9p) per share, to be paid (if approved) on 2 March 2001 to shareholders on the register of members at the close of business on 22 December 2000. Under the company scrip dividend scheme, shareholders can elect to take either cash or new shares in ITE by way of dividend. Current Trading Sales as at 30 November 2000 already booked for 2000/1 are £27.4 million (1999 /00: £19.7 million). To date over £14.8 million (1999/00: £11.9 million) of these sales have been collected. Outlook In this last year ITE has continued to achieve its goal of diversifying outside of its original core market in Russia and the CIS and to become the leading exhibition organiser in emerging markets. We shall continue with this strategy but we will not necessarily be confined to emerging markets and a number of our recent acquisitions have been in Western Europe. The 2001 year is looking to be positive for ITE with like for like sales well ahead of last year. With greater stability in Russia and improving prospects in Turkey the company is well positioned for good growth from the existing and acquired businesses. Furthermore, the impact of biennial events should also enhance revenues for the 2001 year. The Group continues to look at a number of further acquisitions but it is too early in the process to predict the timing or impact of such on earnings and cash balances. With the involvement of Veronis Suhler, our sights are now on moving ITE into becoming a more broadly based business-to-business media group. We believe our track record of profitability and a cash rich balance sheet puts us in a strong position to achieve this in the coming year. Lawrie Lewis Chairman CONSOLIDATED PROFIT AND LOSS ACCOUNT For the year ended 30 September 2000 Notes 2000 1999 £000 £000 Turnover Acquisitions 5,281 5,098 Existing operations 33,565 30,214 __________ __________ Continuing operations 38,846 35,312 Cost of sales (20,933) (19,174) __________ __________ Gross profit 17,913 16,138 Other operating expenses (9,229) (7,234) Other operating income 790 - __________ __________ Operating profit Acquisitions 2,449 1,225 Existing operations 7,025 7,679 __________ __________ Continuing operations 9,474 8,904 Share of associate's operating profit/(loss) 771 (48) Exceptional amounts written off investments - (2,340) __________ __________ Profit on ordinary activities before interest 10,245 6,516 Interest receivable 383 946 Interest payable and similar charges (312) - __________ ___________ Profit on ordinary activities before taxation 10,316 7,462 Tax on profit on ordinary activities (4,101) (2,976) __________ ___________ Profit on ordinary activities after taxation 6,215 4,486 Minority interests (243) (115) __________ ___________ Profit for the financial year 5,972 4,371 Dividends paid and proposed (3,316) (2,256) __________ ___________ Retained profit for the year 2,656 2,115 __________ __________ Earnings per share Headline diluted 3 4.8p 4.3p Basic 4 3.3p 2.7p Diluted 5 3.2p 2.6p __________ __________ Consolidated Balance Sheet 30 September 2000 2000 1999 £000 £000 Fixed assets Goodwill 47,331 7,196 Tangible assets 1,812 1,973 Associates 21,337 1,904 Other investments 6,178 1,041 ___________ ___________ 76,658 12,114 Current assets Debtors 19,605 12,658 Cash at bank and in hand 2,722 19,493 ___________ ___________ 22,327 32,151 Creditors: Amounts falling due within one year (52,666) (27,333) ___________ ___________ Net current (liabilities)/ assets (30,339) 4,818 ___________ ___________ Total assets less current liabilities 46,319 16,932 Creditors: Amounts falling due after more than one (180) (1,750) year Provisions for liabilities and charges (12,935) - ___________ ___________ Net assets 33,204 15,182 ___________ ___________ Capital and reserves Called-up share capital 1,937 1,682 Share premium account 26,221 9,978 Option reserve 1,853 2,983 Profit and loss account 2,717 48 ___________ ___________ Equity shareholders' funds 32,728 14,691 ___________ ___________ Minority interests 476 491 ___________ ___________ Total capital employed 33,204 15,182 ___________ ___________ Consolidated Cash Flow Statement For the year ended 30 September 2000 2000 1999 £000 £000 Net cash inflow from operating activities 8,426 5,385 Returns on investments and servicing of finance 279 946 Taxation (2,531) (1,880) Capital expenditure and financial investment (3,260) 2,753 Acquisitions and disposals (33,049) (4,723) Equity dividends paid (2,428) (1,461) ___________________ Cash (outflow)/inflow before management of liquid resources (32,563) 1,020 and financing Management of liquid resources 13,278 4,194 Financing 15,792 (567) ___________________ (Decrease)/increase in cash in the year (3,493) 4,647 ___________________ Notes 1. The accounts have been prepared on the historical cost basis and do not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985. 2. The figures for the period to 30 September 1999 have been extracted from the statutory accounts which have been reported on the Group's auditors and have been delivered to the Registrar of Companies. The auditors report was unqualified and did not contain any statement under Section 237(2) or (3) of the Companies Act 1985. The auditors have not yet reported on the accounts for the year ended 30 September 2000 nor have any such accounts been delivered to the Registrar of Companies. 3. The headline diluted earnings per share is based on earnings as set out below divided by 186,498,000 ordinary shares, allowing for the effect of all dilutive potential shares. 2000 1999 £000 £000 Profit for the financial year 5,972 4,371 Amortisation of goodwill 2,315 244 Compensation paid to directors for loss of office 736 280 Exceptional amounts written off investments - 2,340 __________ __________ Headline Earnings 9,023 7,235 __________ __________ 4. Earnings per share on the net basis is based on the profit for the financial year divided by the weighted average of the number of ordinary shares in issue, being 181,032,000 shares. 5. The calculation of fully diluted earnings per share is based on 186,498,000 ordinary shares, allowing for the exercise of all dilutive potential shares.

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