Interim Results
ITE Group PLC
28 May 2002
28th May 2002
ITE Group plc
Interim Results for the Six Months ended 31 March 2002
ITE Group plc, the international exhibitions specialist, today announces interim
results for the six months ended 31 March 2002.
Highlights:
• Turnover up 5% to £18.7 million (2001: £17.8 million)
• Headline pre-tax profit of £0.9 million (2001: £3.8 million) prior to
one-off exceptional charges involved in restructuring and rationalising the
Group's international operations
• Interim dividend of 1.45p per share (2001: 0.5p)
• Strong balance sheet with cash balance of £15.7 million and net assets of
£34.3 million at 31 March 2002
• Continued strong trading in core Russian and CIS markets
• Rationalisation programme near completion, allowing renewed focus on key
markets
• Encouraging forward order book with like-for-like sales to the year ended
September 2003 9% ahead of last year
• Appointment of Iain Paterson as Non-Executive Chairman further strengthens
the Board and complements the arrival of Stephen Warshaw as CEO in October
2001
Commenting on the results, Stephen Warshaw, Chief Executive Officer, said:
'After a disappointing period for shareholders, ITE is once again focused on its
key exhibition markets in Russia, the CIS, Eastern Europe and Turkey and it is
encouraging to see the company reporting strong trading in 2002 from its core
Russian and CIS shows, with the Oil & Gas, Travel and Construction events being
particularly successful. Forward bookings for the year ended 30 September 2003
are now 9% ahead of forward bookings last year on a like-for-like basis, with
key Russian and CIS events for 2003 being particularly strong. Indications from
all our key markets give us confidence that we will meet our expectations in
2002 and perform strongly in 2003 - a year that also holds ITE's big biennial
events.
'I am also delighted to welcome Iain Paterson to our Board as Non-Executive
Chairman and look forward to working together with him to develop the full
potential of the business.'
-Ends-
Enquiries:
Stephen Warshaw 020 7596 5000
ITE Group plc
David Simonson/Nicola Davidson 020 7606 1244
Merlin Financial
Chief Executive Statement:
Results
It has been a challenging first six months of the year, during which significant
management action has been required to move the focus of the Group toward its
most profitable businesses. We are pleased to be able to report that, despite
the disappointments of some of the less successful investments, we have seen
consistently strong trading in our core Russian and CIS markets during this
period. This strong trading has helped the Group report turnover up 5% over the
same period in 2001 at £18.7 million, with a headline pre-tax profit of £0.9
million (2001: £3.8 million) prior to non-recurring exceptional charges involved
in restructuring and rationalising the Group's international operations. This
reduced result can be attributed to an increase in operating costs due to
strengthening and broadening the senior management team, contractual obligations
and increased staff and management costs, and a lower than expected contribution
from some of our associates, particularly in Turkey where three key exhibitions
which contributed £0.8 million of operating profitability in 2001 were
rescheduled. These events will now take place in October and November 2002.
Our balance sheet remains strong with a cash balance of £15.7 million and net
assets of £34.3 million as at 31 March 2002.
Following the completion of the capital reorganisation, an interim dividend of
1.45p (2001: 0.5p) has been declared by the Board. This will be payable on 19
July 2002 to shareholders on the register on 7 June 2002. Shareholders can elect
to take their dividend either in cash or in new shares in ITE. The Board has
recognised in determining and declaring the amount of the dividend the fact that
it was technically impossible for ITE to pay a final dividend for 2001.
Consequently, the Board has increased the interim dividend amount as paid in
past years to make good this shortfall to shareholders.
Rationalisation programme and restored focus
During the six month period, your management has begun to implement a more
focused approach to its markets following the largely unsuccessful and
aggressive acquisition policy adopted over recent years. This focus will
orientate ITE back mainly towards its key markets in Russia, the CIS, Eastern
Europe and Turkey, which we believe have strong potential. The main products of
our business will continue to be the trade shows and conferences for which we
are market leaders. It is our intention to focus on those sectors where we have
traditional strength and expertise, particularly Construction, Oil and Gas,
Motor and Transport, Travel and Tourism, Food and Ingredients.
During the period under review, we have undertaken a rationalisation programme
which is now nearing completion. This programme has resulted in a number of
non-recurring costs being incurred in the period under review which largely
relate to the acquisition programme undertaken by the Group in prior years.
Such non-recurring costs have amounted to £7.1 million and consist of:
redundancy costs of £0.6 million, a provision for rent and repairs of £0.5
million, a provision for unrecoverable loans and debtor balances of £2.1
million, and an impairment to goodwill of £3.9 million.
The provision of £0.5 million has been made in relation to costs for properties
that are now surplus to the Group's requirements. . The provision for
unrecoverable loans and debtor balances of £2.1 million relates to likely
unrecoverable debts and balances in respect of businesses in Indonesia, Turkey,
Egypt and the Ukraine.
The impairment primarily relates to ITE's investment in Intermedia, which has
been written down by £2.5 million, due to the continued downturn in the
technology sector. One of our investments in Turkey, which has continued to
underperform, has also been further impaired by £1.0 million. Finally, a write
down of one of our investments in the Czech Republic by £0.4 million has been
made as part of the process of consolidation and alignment of ITE's interests in
the Central European region.
Looking ahead, ITE has contracted to acquire the minority interest in a company
that carried out ITE's investment in Egypt. The cash cost of this transaction
will be approximately £0.2m, although the overall accounting loss to the Group
will be in the region of £1.2 million, given the effect of previous impairments
undertaken in respect to the investment. This process has been undertaken to
simplify the structure of ITE's Egyptian investment and addresses the existence
of a put option held by the minority party. In addition, the Group is in
negotiation to dispose of its interest in Indonesia. To date there has been no
cash effect relating to this particular disposal, although it is anticipated
that the overall exit from the Indonesian business will have a cash cost of
approximately £0.5 million. Further we are combining all our businesses in the
Czech Republic within our 50:50 joint venture, Incheba Prague; and we have
acquired the remaining 50% of the shares in our exhibition software company, XRM
for a sum of £0.7m.
Performance of core events:
During the period to 31 March 2002, ITE organised 101 events (2000/2001: 127
events). The following events were the top contributors to turnover for the
period, including ITE's share of turnover attributable to associates: It is
particularly pleasing to note that the majority of shows have expanded in terms
of square metreage and have also maintained their yield.
In order of turnover:
Area (sq.m.) Area (sq.m.)
2001/2002 2000/2001
Moscow International Travel and Tourism 15,000 14,600
Kazakhstan Oil & Gas 4,500 3,200
Moscow Sports, Boats and Leisure 5,950 4,200
Transrussia 3,400 3,550
International Textile Show (Autumn) - Turkey 11,350 10,000
International Textile Show (Spring) - Turkey 10,200 8,600
Moda Moscow 3,000 1,950
Ingredients Russia 2,650 2,740
Holiday World - Prague 7,700 9,900
Saudi Arabia Oil & Gas 2,400 -
Batimat St. Petersburg * - 6,400
Auto Show - Turkey * - 34,900
Automotive Spare parts - Turkey * - 11,900
Commercial Vehicles - Turkey * - 10,100
* Events rescheduled from period under review.
Management
We are delighted today to have issued a separate statement announcing the
appointment of Iain Paterson as the new Non-Executive Chairman.
Iain was previously a main Board Director of Enterprise Oil plc and before that
he had an extensive and successful career with BP plc. He has considerable
experience with emerging markets and currently acts as a Non-Executive Director
for three other companies.
Outlook
We have been greatly encouraged by the continued strong trading to date in 2002
from our core Russian and CIS shows, with our key Oil & Gas, Travel and
Construction events being particularly successful. This trading is reflected
in the strength of our forward order book, which is 9% ahead of forward bookings
last year on a like for like basis, with key Russian and CIS events for 2003
being particularly strong. To date 99% of forecast revenues for the year ended
30th September 2002 have been invoiced. At the same time last year, ITE had
sold 87% of its revenues for the year ended 30th September 2001. A new hall is
being built at the main Moscow exhibition ground, (Expocentr), which will open
in late 2002. This extra space will allow us to grow our largest shows, which
in turn will be reflected in our revenues.
After a very difficult year in 2001, the business in Turkey is showing signs of
recovery helped by a more stable exchange rate. ITE's investment in Turkey is
expected to make a small contribution to ITE profits in 2002 and a more
significant contribution in 2003.
ITE is in a strong financial position from which we believe there are a number
of opportunities to develop the full potential of the business and enhance
shareholder value.
Indications from all of our key markets give us confidence that we will meet our
expectations in 2002. The outlook for 2003 - a year that also holds ITE's big
biennial events - looks very encouraging at this stage
Stephen Warshaw
Chief Executive Officer
Consolidated Profit and Loss Account Six months to Six months to Year ended 30
31 March 2002 31 March 2001 September 2001
Notes Unaudited Unaudited Audited
Turnover £000 £000 £000
Existing operations 18,662 17,843 49,810
Acquisitions - - 540
Continuing operations 18,662 17,843 50,350
Cost of sales (12,821) (12,033) (28,088)
Gross profit 5,841 5,810 22,262
Other operating expenses before exceptional items (6,396) (3,611) (11,406)
Exceptional loan write off (864) - -
Operating (loss)/profit before amortisation of goodwill (1,419) 2,199 10,856
Impairment charge 3 (3,939) (5,000) (17,882)
Goodwill amortisation (1,024) (1,352) (2,842)
Operating (loss)/profit
Existing operations 4 (6,382) (4,153) (9,924)
Acquisitions - - 56
(6,382) (4,153) (9,868)
Share of associate's operating (loss)/profit before (1,445) 987 522
impairment and goodwill amortisation
Impairment charge - (9,500) (21,220)
Goodwill amortisation (78) (619) (998)
Share of associates' operating loss (1,523) (9,132) (21,696)
Profit on disposal of interest in associate - - 589
Loss on ordinary activities before interest (7,905) (13,285) (30,975)
Interest receivable 562 513 1,166
Interest payable (2) (111) (121)
Loss on ordinary activities before taxation (7,345) (12,883) (29,930)
Tax on loss on ordinary activities (203) (1,314) (4,113)
Loss on ordinary activities after taxation (7,548) (14,197) (34,043)
Minority interests (1) (37) 1,295
__________ __________ __________
(Loss)/profit for the financial period (7,549) (14,234) (32,748)
Dividends - (1,286) (1,323)
__________ __________ __________
Retained loss (7,549) (15,520) (34,071)
__________ __________ __________
Earnings per share
Headline diluted 5 (1.0p) 1.0p 3.7p
Basic 5 (3.0p) (5.9p) (13.2p)
Diluted 5 (3.0p) (5.9p) (13.2p)
Consolidated Balance Sheet
31 March 2002 31 March 2001 30 September
2001
Notes Unaudited Unaudited Audited
£000 £000 £000
Fixed assets
Goodwill 31,904 40,920 36,011
Tangible assets 1,828 1,790 1,994
Associates 914 15,236 2,285
Other investments 2,492 5,954 2,497
___________ ___________ ___________
37,138 63,900 42,787
Current assets
Debtors 21,055 22,920 18,793
Cash at bank and in hand 15,706 21,608 16,255
___________ ___________ ___________
36,761 44,528 35,048
Creditors: Amounts falling due within one year 6 (37,615) (37,775) (34,448)
___________ ___________ ___________
Net current (liabilities)/assets (854) 6,753 600
___________ ___________ ___________
Total assets less current liabilities 36,284 70,653 43,387
Creditors: Amounts falling due after more than one (61) (171) (62)
year
Provisions for liabilities and charges (1,879) (10,636) (2,577)
___________ ___________ ___________
Net assets 34,344 59,846 40,748
___________ ___________ ___________
Capital and reserves
Called-up share capital 2,699 2,571 2,608
Share premium account 71,388 68,199 69,571
Option reserve 274 1,708 1,001
Profit and loss account (38,624) (12,666) (31,145)
___________ ___________ ___________
Equity shareholders' funds 35,737 59,812 42,035
___________ ___________ ___________
Minority interests (1,393) 34 (1,287)
___________ ___________ ___________
Total capital employed 34,344 59,846 40,748
___________ ___________ ___________
Consolidated Cash Flow Statement
Six months to Six months to Year ended 30
31 March 2002 31 March 2001 September 2001
Unaudited Unaudited Audited
£000 £000 £000
Operating loss (6,382) (4,153) (9,868)
Depreciation charges 247 284 540
Amortisation 1,024 1,352 2,842
Impairment 3,939 5,000 17,882
Loss on sale of tangible fixed assets (22) (4) -
(Profit)/loss on sale of own shares - - (2)
Decrease/(increase) in debtors (1,351) (3,667) 1,106
(Decrease)/increase in creditors 7,141 7,943 803
__________ __________ __________
Net cash inflow from operating activities 4,596 6,755 13,303
Returns on investments and servicing of finance 122 222 789
Taxation (585) (1,331) (3,665)
Capital expenditure and financial investment (55) (97) (722)
Acquisitions and disposals (4,774) (10,268) (19,145)
Equity dividends paid - (843) (1,624)
__________ __________ __________
Cash outflow before management of liquid (696) (5,562) (11,064)
resources and financing
Management of liquid resources - (17,795) (2,300)
Financing 147 24,448 24,597
__________ __________ __________
(Decrease)/increase in cash in the year (549) 1,091 11,233
__________ __________ __________
1. The six months accounts have been prepared on the historical cost basis,
are unaudited and do not constitute statutory accounts within the meaning of
Section 240 of the Companies Act 1985.
2. The results for the year ended 30 September 2001 have been extracted from
the statutory accounts, which have been reported on by 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.
3. An impairment review resulted in a loss of £3.9 million. Of this amount,
the Group's investment in Intermedia was written down by £2.5 million as a
result of the continuing difficult market conditions in the Information
Technology sector. A £1.0 million impairment was undertaken in relation to the
Group's investment in EUF in Turkey, whilst an impairment of £0.4 million has
been taken on the investment in Agentura Triumf in the Czech Republic.
4. Operating loss includes a charge for compensation paid to directors for
loss of office of £442,352 for the six month period to 31 March 2002 (Six months
to 31 March 2001: £100,000; Year ended 30 September 2001: £70,000). For
statutory reporting purposes, operating expenses amount to £12,223,000 (31 March
2001: £9,963,000) and comprise other operating expenses, amortisation of
goodwill and goodwill impairment.
5. Basic, diluted and headline diluted earnings per share have been based on
the profit for the financial period divided by the weighted average of the
number of shares in issue being 253,574,493.
6. Creditors: amounts falling due within one year includes amounts
representing deferred income of £27,225,000 (31 March 2001: £26,212,000; Year
ended 30 September 2001: £20,529,397).
7. Copies of this document are being sent to shareholders. Further copies are
available from the Company's registered office.
Introduction
We have been instructed by the company to review the financial information for
the six months ended 31 March 2002 which comprises the Profit and Loss Account,
the Balance Sheet, the Cash Flow Statement and the related notes numbered 1 to
7. We have read the other information contained in the interim report and
considered whether it contains any apparent misstatements or material
inconsistencies with the financial information.
Directors' responsibilities
The interim report, including the financial information contained therein, is
the responsibility of, and has been approved by, the directors. The directors
are responsible for preparing the interim report in accordance with the Listing
Rules of the Financial Services Authority which require that the accounting
policies and presentation applied to the interim figures should be consistent
with those applied in preparing the preceding annual accounts except where any
changes, and the reasons for them, are disclosed.
Review work performed
We conducted our review in accordance with guidance contained in Bulletin 1999/4
issued by the Auditing Practices Board for use in the United Kingdom. A review
consists principally of making enquiries of group management and applying
analytical procedures to the financial information and underlying financial data
and based thereon, assessing whether the accounting policies and presentation
have been consistently applied unless otherwise disclosed. A review excludes
audit procedures such as tests of controls and verification of assets,
liabilities and transactions. It is substantially less in scope than an audit
performed in accordance with United Kingdom Auditing Standards and therefore
provides a lower level of assurance than an audit. Accordingly, we do not
express an audit opinion on the financial information.
Review conclusion
On the basis of our review we are not aware of any material modifications that
should be made to the financial information as presented for the six months
ended 31 March 2002.
Arthur Andersen
Chartered Accountants
180 Strand
London
WC2R 1BL
28 May 2002
Interim dividend
Record date 7 June 2002
Last date for Election (Scrip Dividend) 10 July 2002
Payment date 19 July 2002
Final dividend
Record date December 2002
Payment date February 2003
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