Interim Results

RNS Number : 6160G
ITE Group PLC
16 May 2011
 



16 May 2011

 

 

ITE GROUP PLC

INTERIM RESULTS ANNOUNCEMENT

Return to growth

 


Six months to

31 March 2011

Six months to

31 March 2010




Volume sales 

282,600 m2

203,600 m2




Revenue

£53.0m

£39.2m




Pre-tax profit

£3.5m

£5.6m




Headline pre-tax profit*

£9.1m

£6.4m




Diluted earnings per share

1.1p

1.7p




Headline diluted earnings per share**

3.0p

2.0p




Interim dividend per share

1.9p

1.7p




Net cash

£15.6m

£29.7m

 

·        Return of  economic  growth in the Group's core markets

·        Good organic growth - like-for-like volume sales up 13%

·        Two acquisitions completed in Russia - expanding market and sector coverage

·        Strong cash generation in year; and net cash as at 31st March of £15.6m

·        £137.1m of revenue booked for the full year - (£98.1m this time last year)

·        Dividend increased to 1.9 p (2010: 1.7p)

 

Russell Taylor, CEO of ITE Group plc, commented:

 

"ITE has delivered a good performance during the first half of the year as the recovery seen last year turned to sustained growth in our core markets. This momentum has been complemented by the initial contribution from the recently acquired businesses as well as the organic development of our exhibition portfolio. The acquisitions of MVK and Krasnodar Expo have strengthened and diversified our Russian business considerably, adding 40 new exhibitions. The events that have run to date have performed in line with our expectations and the integration is going well.

 

 The Moscow market is now trading well and our regional markets are steadily improving.  As at 12 May 2011 the Group has booked revenues for the current financial year of £137.1m (2010: £98.1m), which includes sales from newly acquired business as well as organic growth. On a like-for-like basis volume sales are more than 10% ahead of this time last year. The financial position of the Group remains strong with net cash of £13.4m at 12 May 2011. Good trading conditions in our markets allied with their longer term potential give the Board confidence in ITE's future prospects". 

 

*  Headline pre-tax profit is defined as profit before tax, excluding amortisation of acquired intangibles, impairment of goodwill, profits or losses on disposal of Group undertakings, revaluation of financial liabilities in relation to minority put options and direct costs on completed and pending acquisitions & disposals - see note 5 for details.

**  Headline diluted earnings per share is calculated using profit before amortisation of acquired intangibles, impairment of goodwill, profits or losses on disposal of Group undertakings, revaluation of financial liabilities in relation to minority put options and direct costs on completed and pending acquisitions & disposals - see note 8 for details.

 

Enquiries:

 

Russell Taylor, Chief Executive

Neil Jones, Group Finance Director

 

ITE Group plc

020 7596 5000

Charles Palmer/James Macey-White/Emma Appleton

Financial Dynamics

020 7831 3113

 

 

Financial performance

 

The results for the first six months of the financial year reflect a return to growth in the Group's core markets together with a first-time contribution from newly acquired businesses. Revenues increased to £53.0m from £39.2m and gross profits improved to £20.6m from £17.1m. Headline profits before tax for the first six months of the year were £9.1m (2010: £6.4m) and benefitted from less foreign exchange volatility this year. Headline profits before exchange differences and tax for the first six months were £9.4m (2010: £8.5m).

 

The Group's portfolio of exhibitions delivered organic growth of 21% in revenues and 11% in gross profits over the first six months; the contribution from newly acquired businesses was £4.1m to revenue and £1.7m to gross profits. The Group has incurred higher administrative costs in the period, reflecting transactional and other infrastructure costs incurred in integrating the newly acquired businesses, as well as an increase in the charge for share based payments.

 

Reported profits before tax were £3.5m (2010: £5.6m) and fully diluted earnings per share for the first six months were 1.1p (2010: 1.7p); both were affected by an increase in the charge for amortisation of intangible assets from £2.1m to £4.8m. Cash generated from operations over the first six months was £37.3m (2010: £27.5m) of which £28.5m has been applied to acquisitions and £4.0m in further loans to venues. After making these payments, the Group had net cash balances of £15.6m (2010: £29.7m) at 31 March 2011.

 

Business development

 

The Group has continued to implement its strategy of sector and geographic expansion in its core markets.

 

On 17 December 2010, the Group acquired 100% of MVK for a total cash consideration of €33m (£27.4m). MVK is a significant Moscow exhibitions business operating circa 20 exhibitions with annual volume sales of more than 55,000 sqm. MVK's largest annual exhibitions serve the furniture, packaging, pumps and measurement industries. This high quality portfolio of events gives ITE access to new sectors, is complementary to the Group's existing exhibition interests and will both broaden and strengthen the Group's core activities.

 

Two of the more significant events in the portfolio, EuroMebelExpo (furniture) and Rosupak (packaging), take place in late May and June respectively and both are currently  performing well, with sales on both events in line with the Group's expectations.

 

On 3 March 2011, the Group acquired 100% of Krasnodar Expo LLC for a consideration of Rubles 410m (£8.8m). Half of the consideration was paid on 1 April 2011 with the balance deferred until audited financial results for the year to 31 December 2010 are finalised.  Krasnodar is a significant exhibition business based in southern Russia with a portfolio of more than 20 exhibitions which generate annual sales volume of circa 50,000 sqm. The largest events serve the construction and agricultural industries. This portfolio is complementary to ITE's existing Russian exhibitions and will provide the Group with an opportunity to participate in the growth of this key region.

 

The Group continues to seek opportunities which are consistent with its overall strategy of building market leading positions in emerging markets.

 

Dividend

 

The Board has approved an interim dividend of 1.9p per share (2010: 1.7p per share). The Board retains a progressive dividend policy.

 

Trading highlights and review of operations

 

The first half of the financial year has seen the Group benefit from continually improving trading conditions, most notably in Moscow, the Group's largest market, which is now clearly operating in a 'business as usual' environment. Elsewhere, the Group's markets continue to recover, albeit more slowly, from the global recession of 2009/2010 and all are now showing signs of continual improvement.

 

Overall the Group's volume sales for the first six months increased to 282,600m2 (2010: 203,600) through a mix of organic and acquisition driven growth.

 

On a like-for-like basis, volume sales were 13% higher than in the same period last year. During this period ITE organised 93 events of which eight were newly acquired events taking place in the first six months (2010: 80 events). A summary of the Group's exhibition business sales and margins is set out below.

 


Square meters sold

000's

Revenue*

£'m

Gross Profit*

£'m

First half 2010

204

38.6

16.9

Acquisitions

21

4.1

1.7

Biennial effect

32

1.7

0.1

Net organic change

26

8.0

1.7

First half 2011

283

52.4

20.4

 

* Excluding publishing activity

 

Russia

 

Overall volume sales in Russia for the first six months of the year were 53% higher than last year, aided by the contribution from newly acquired businesses.

 

Moscow has performed strongly in the first half of the financial year as the economic recovery, which began in early 2010, has continued and overall like-for-like sales volumes for the first six months were 29% higher than this time last year. The autumn events were all well ahead of the prior year, which was fully impacted by the economic recession. The second quarter events, also showed good growth, but against less impacted comparatives. Aqua-therm Moscow delivered good growth, and the Moscow International Travel & Tourism event, which takes place in March, achieved sales of 21,000 m2 - an improvement of 8% over the prior year event. In March ITE Moscow took the decision to relocate a number of its leading events from their current venue to more centrally located venues beginning with their 2012 editions. Although these are higher cost venues, the move will provide a more stable future for these events.

 

St. Petersburg, which was badly hit by the economic recession, is experiencing a slower recovery than Moscow. like-for-like sales over the first six months were higher than the same period last year but the principal events in St Petersburg take place in the second half of the year.

 

The Group's Siberian office in Novosibirsk experienced a similar trading pattern to St. Petersburg, but with more of its major events weighted to the first half of the financial year it has seen a stronger first half recovery with volume sales 13% ahead of the same period last year. The Group has recently agreed terms to be the anchor tenant at the newly constructed International Exhibition Centre, which is due to open in late 2011. The new venue will increase operating costs but again will provide a better platform for growth in the region.

 

The recently acquired MVK portfolio of events has now been integrated into the Moscow office, but to date only three of the smaller events have taken place since the business was acquired. Krasnodar Expo, which was acquired in March just prior to the running of one of the largest events in the portfolio. UASF Krasnodar (building and furnishing), sold 10,200sqm and performed in line with our expectations.

 

Central Asia & the Caucasus

 

Overall volume sales for the first six months in Central Asia and the Caucasus were 12% higher on a like-for-like basis than last year. Consistent with trading patterns seen in regions outside Moscow, the Kazakhstan market continued to emerge slowly from the recession. Overall Kazakhstan reported a 6% increase in volume sales across its events taking place in the first half. The largest event in the region is the Kazakhstan International Oil & Gas Exhibition (KIOGE), which takes place in Almaty in October, where space sales of 7,800 sqm were similar to last year's event. However KIOGE conference revenues were circa 15% lower in 2010 reflecting the effect of an alternative industry forum in Astana at the same time as the Group's event. Since then ITE has been appointed as the operator of this forum which will create an opportunity to develop both events within the framework of a Kazakhstan Oil and Gas Week.

 

In Azerbaijan and Uzbekistan, which were both largely unaffected by the economic recession, growth has been good. The Group's Azerbaijan business is the anchor tenant at the recently opened Baku Exhibition Centre and is starting to experience the effects of improved facilities, running new events and experiencing volume increases at existing events.

 

Eastern & Southern Europe

 

In Turkey the Group made good progress with volume sales increasing by 10% on a like-for-like basis. Overall volume sales of 110,000 m2 for the first six months of the year were an increase of 41,000 sqm on the prior year, largely attributable to the biennial TATEF (industrial metal working) event acquired as part of the Group's acquisition of its joint venture assets in January 2010. The Group's leading regional travel event EMITT, achieved record volumes and revenues, illustrating the continued strength of the sector.

 

Ukraine was the most severely effected of the Group's markets and volume sales continued to be weak throughout the first half with overall sales volumes remaining the same as the prior year.

 

UK and the Rest of the World

 

MODA, the Group's leading UK mid-market fashion event, which includes the increasingly successful childrenswear exhibition, Bubble, continued to outperform the domestic market, posting like-for-like volume increases of 7%. The MODA event in February consolidated the launch of the lingerie sector in 2010 and sold all available space at the venue.

 

In India, the Group successfully ran the Mining and Minerals event MMMM for the first time under its ownership, and also joint ventured on the National Oil Gas event, Petrotech. The Group has been developing its existing brands in its core sectors, with the launches of Delhibuild and Worldfood India planned for later this year.

 

April 2011 trading

April's trading was ahead of the Group's expectations, with especially strong sales performance from the Group's leading construction event Mosbuild. The resilience of this event and its performance in not only producing strong sales uplift but a significant increase in visitor attendance illustrates the strength and durability of strong exhibition brands.

 

Results for the Group's principal events taking place in April are set out below:-

 


April 2011

Sq.m.

 

April 2010

Sq.m.

 

Mosbuild

77,700

62,700

Interstoyexpo

8,200

6,400

TransRussia

8,700

7,500

Mips

8,600

6,600

 

Outlook

The Moscow market is now trading well and ITE's regional markets are steadily reflecting an improvement in their trading conditions. As at 12 May 2011, the Group had booked revenues for the current financial year of £137.1m (2010: £98.1m), of which £12.5m relates to newly acquired businesses. On a like-for-like basis volume sales for the full financial year are more than 10% ahead of the comparable figure for last year.

 

The financial position of the Group remains strong, and the Group continues to generate high levels of cash. With good trading conditions in its markets allied with their longer term prospects for further development the Board has confidence in ITE's future prospects. 

 

Going Concern

As stated in note 17 to the condensed financial statements, the Directors are satisfied that the Group has sufficient resources to continue to operate for the foreseeable future, a period of not less than 12 months from the date of this report.  Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements. 

 

 

Condensed Consolidated Income Statement

For the six months ended 31 March 2011

 

 



Six months to

31 March 2011


Six months to

31 March 2010


Year ended 30

September 2010



Unaudited


Unaudited


Audited









Notes

£000


£000


£000

Continuing operations







Revenue


53,042


39,225


113,547

Cost of sales


(32,440)


(22,175)


(58,211)



__________


__________


__________

Gross profit


20,602


17,050


55,336

Other operating income


147


144


288

     Administrative expenses before amortisation


(11,930)


(9,044)


(19,858)

     Amortisation of acquired intangibles

     Foreign exchange loss on operating activities


(4,801)

(310)


(2,080)

(2,063)


(5,820)

(141)

Total administrative expenses


(17,041)


(13,187)


(25,819)

Share of results of associate


-


126


126



__________


__________


__________

Operating profit


3,708


4,133


29,931

Gain on disposal of associate


-


834


834

Investment revenue

3

193


864


1,098

Finance costs

4

(384)


(245)


(585)



__________


__________


__________

Profit on ordinary activities before taxation

5

3,517


5,586


31,278

Tax on profit on ordinary activities

6

(717)


(1,452)


(7,313)



__________


__________


__________

Profit for the period


2,800


4,134


23,965



__________


__________


__________

Attributable to:







      Owners of the Company


2,680


4,104


23,873

      Non-controlling interests


120


30


92



__________


__________


__________



2,800


4,134


23,965



__________


__________


__________








Earnings per share (p)







Basic

8

1.1


1.7


10.0

Diluted

8

1.1


1.7


9.8



__________


__________


__________

 

 

 

The results stated above relate to continuing activities of the Group.

 

 

Condensed Consolidated Statement of Comprehensive Income

For the six months ended 31 March 2011

 



Six months to

31 March 2011

Six months to 31 March 2010

Year ended

30 September 2010



Unaudited

Unaudited

Audited








£000

£000

£000






Profit for the period attributable to shareholders


2,800

4,134 

23,965

Cash flow hedges:

(Losses)/gains during the period


 

(3,021)

 

1,418

 

3,180











Exchange differences on translation of foreign operations


2,110

4,808

2,150

Put option at fair value


(1,082)

(2,065)

(2,065)



__________

__________

__________



807

8,295

27,230



__________

__________

__________






Tax relating to components of comprehensive income


1,128

-

(414)






Total comprehensive income for the period


1,935

8,295

26,816

Attributable to:





     Owners of the Company


1,815

8,265

26,724

     Non-controlling interests


120

30

92



__________

__________

__________



1,935

8,295

26,816



__________

__________

__________

 

 


Condensed Consolidated Statement of Changes in Equity

31 March 2011

 


Share

Capital

Share

Premium

Account

Merger

Reserve

Capital

Redemption

Reserve

ESOT

Reserve

Retained

Earnings

Put

Option

Reserve

Translation

Reserve

Hedge

Reserve

Total

Non

Controlling

interests

Total

Equity















£000

£000

£000

£000

£000

£000

£000

£000

£000

£000

£000

£000














Balance as at 1 October 2010

2,483

2,698

2,746

457

(9,638)

68,318

(1,351)

4,310

1,435

71,458

1,123

72,581














Net profit for the period

-

-

-

-

-

2,680

-

-

-

2,680

120

2,800

Currency translation difference on net investment in

subsidiary undertakings

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,110

 

 

 

-

 

 

 

2,110

 

 

 

-

 

 

 

2,110

Decrease in fair value of hedging derivatives

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(3,021)

 

(3,021)

 

-

 

(3,021)

Put option on investment

-

-

-

-

-

-

(1,082)

-

-

(1,082)

-

(1,082)














Total comprehensive income for the period

-

-

-

-

-

2,680

(1,082)

2,110

(3,021)

687

120

807














Issue of share capital

3

-

-

-

-

-

-

-

-

3

-

3

Dividends paid

-

-

-

-

-

(9,537)

-

-

-

(9,537)

-

(9,537)

Exercise of options

-

-

-

-

1,664

(148)

-

-

-

1,516

-

1,516

Share-based payments

-

36

-

-

-

879

-

-

-

915

-

915

Tax charged to equity

-

-

-

-

-

1,128

-

-

-

1,128

-

1,128


 

 

 

 

 

 

 

 

 

 

 

 

Balance as at 31 March 2011

2,486

2,734

2,746

457

(7,974)

63,320

(2,433)

6,420

(1,586)

66,170

1,243

67,413


 

 

 

 

 

 

 

 

 

 

 

 

 



Condensed Consolidated Statement of Changes in Equity

31 March 2011

 


Share

Capital

Share

Premium

Account

Merger

Reserve

Capital

Redemption

Reserve

ESOT

Reserve

Retained

Earnings

Put

Option

Reserve

Translation

Reserve

Hedge

Reserve

Total

Non

Controlling

interests

Total

Equity















£000

£000

£000

£000

£000

£000

£000

£000

£000

£000

£000

£000














Balance as at 1 October 2009

2,481

2,678

2,746

457

(10,241)

60,519

(4,620)

2,160

(1,745)

54,435

2,272

56,707














Net profit for the period

-

-

-

-

-

4,104

-

-

-

4,104

30

4,134

Currency translation difference on net investment in

subsidiary undertakings

-

-

-

-

-

-

-

4,808

-

4,808

-

4,808

Increase  in fair value of hedging derivatives

-

-

-

-

-

-

-

-

1,418

1,418

-

1,418

Put option on acquisition of subsidiary

-

-

-

-

-

-

(2,065)

-

-

(2,065)

-

(2,065)














Total comprehensive income for the period

-

-

-

-

-

4,104

(2,065)

4,808

1,418

8,265

30

8,295














Issue of share capital

2

-

-

-

-

-

-

-

-

2

-

2

Dividends paid

-

-

-

-

-

(9,283)

-

-

-

(9,283)

(244)

(9,527)

Exercise of options

-

-

-

-

502

(183)

-

-

-

319

-

319

Share-based payments

-

20

-

-

-

654

-

-

-

674

-

674

Non controlling interest on acquisition of subsidiary

-

-

-

-

-

-

-

-

-

-

49

49


 

 

 

 

 

 

 

 

 

 

 

 

Balance as at 31 March 2010

2,483

2,698

2,746

457

(9,739)

55,811

(6,685)

6,968

(327)

54,412

2,107

56,519


 

 

 

 

 

 

 

 

 

 

 

 

 



Condensed Consolidated Statement of Changes in Equity

31 March 2011

 


Share

Capital

Share

Premium

Account

Merger

Reserve

Capital

Redemption

Reserve

ESOT

Reserve

Retained

Earnings

Restated

Put

Option

Reserve

Translation

Reserve

Hedge

Reserve

Total

Non

Controlling

interests

Total

Equity















£000

£000

£000

£000

£000

£000

£000

£000

£000

£000

£000

£000














Balance as at 1 October 2009

2,481

2,678

2,746

457

(10,241)

60,519

(4,620)

2,160

(1,745)

54,435

2,272

56,707














Net profit for the period

-

-

-

-

-

23,873

-

-

-

23,873

92

23,965

Currency translation difference on net investment in

subsidiary undertakings

-

-

-

-

-

-

-

2,150

-

2,150

-

2,150

Increase  in fair value of hedging derivatives

-

-

-

-

-

-

-

-

3,180

3,180

-

3,180

Tax relating to elements of comprehensive income

-

-

-

-

-

(414)

-

-

-

(414)

-

(414)

Put option on acquisition of subsidiary

-

-

-

-

-

-

(2,065)

-

-

(2,065)

-

(2,065)














Total comprehensive income for the period

-

-

-

-

-

23,459

(2,065)

2,150

3,180

26,724

92

26,816














Issue of share capital

2

-

-

-

-

-

-

-

-

2

-

2

Dividends paid

-

-

-

-

-

(13,335)

-

-

-

(13,335)

-

(13,335)

Exercise of options

-

-

-

-

603

(273)

-

-

-

330

-

330

Share-based payments

-

20

-

-

-

1,369

-

-

-

1,389

-

1,389

Tax charged to equity

-

-

-

-

-

341

-

-

-

341

-

341

Exercise of put option on acquisition of subsidiary

-

-

-

-

-

(3,762)

5,334

-

-

1,572

(1,241)

331


 

 

 

 

 

 

 

 

 

 

 

 

Balance as at 31 September 2010

2,483

2,698

2,746

457

(9,638)

68,318

(1,351)

4,310

1,435

71,458

1,123

72,581


 

 

 

 

 

 

 

 

 

 

 

 


Condensed Consolidated Balance Sheet

31 March 2011

 



31 March 2011

31 March 2010

30 September 2010



Unaudited

Unaudited

Audited


Notes

£000

£000

£000

Non-current assets





Goodwill

10

72,174

49,160

50,584

Other intangible assets

11

50,835

18,666

28,829

Property, plant & equipment


2,039

1,480

1,741

Venue advances and other loans


5,104

6,362

6,178

Deferred tax asset


2,560

1,115

1,652

Derivative financial instruments

13

-

229

178



___________

___________

___________



132,712

77,012

89,162

Current assets





Trade and other receivables


45,031

34,778

38,488

Tax prepayment


46

1,418

608

Cash and cash equivalents


42,972

38,247

33,163

Derivative financial instruments

13

345

663

951



___________

___________

___________



88,394

75,106

73,210






Total assets


221,106

152,118

162,372






Current liabilities





Bank overdraft

12

(17,752)

(8,530)

(10,183)

Trade and other payables


(23,847)

(12,495)

(15,163)

Derivative financial instruments

13

(1,297)

(3,097)

(161)

Deferred income


(85,429)

(62,291)

(55,211)

Provisions


(517)

(258)

(452)



___________

___________

___________



(128,842)

(86,671)

(81,170)

Non-current liabilities





 

Provisions


(846)

(640)

(807)

Deferred tax liabilities


(10,896)

(4,294)

(6,089)

Derivative financial instruments

13

(3,476)

(3,994)

(1,725)

Loans


(9,633)

-

-



___________

___________

___________



(24,851)

(8,928)

(8,621)






Total liabilities


(153,693)

(95,599)

(89,791)



___________

___________

___________

Net assets


67,413

56,519

72,581



___________

___________

___________

 

 

Condensed Consolidated Balance Sheet

31 March 2011

 



31 March 2011

31 March 2010

30 September 2010



Unaudited

Unaudited

Audited

Equity





Share capital

14

2,486

2,483

2,483

Share premium account


2,734

2,698

2,698

Merger reserve


2,746

2,746

2,746

Capital redemption reserve


457

457

457

ESOT reserve


(7,974)

(9,739)

(9,638)

Retained earnings


63,320

55, 811

68,318

Translation reserve


6,420

6,968

4,310

Hedge reserve


(1,586)

(327)

1,435

Put option reserve


(2,433)

(6,685)

(1,351)



___________

___________

___________

Equity attributable to equity holders of the parent


66,170

71,458

Non-controlling interest


1,243

1,123



___________

___________

___________

Total equity


67,413

56,519

72,581



___________

___________

___________

 

 

Condensed Consolidated Cash Flow Statement

For the six months ended 31 March 2011

 



Six months to

31 March 2011

Six months to

 31 March 2010

Year ended 30

 September 2010



Unaudited

Unaudited

Audited



£000

£000

£000

Cash flows from operating activities





Operating profit from continuing operations


3,708

4,133

29,931

  Adjustments for:





Depreciation and amortisation


5,261

2,415

6,682

Share-based payments


879

654

1,369

Other non-cash expenses


-

(34)

-

Share of associate profit


-

(126)

(126)

(Decrease)/increase in provisions


(329)

3,223

446



__________

__________

__________

Operating cash flows before movements in working capital


9,519

10,265

38,302

Decrease/(increase) in receivables


4,587

(701)

(2,171)

Increase in deferred income


30,218

17,724

10,644

(Decrease)/increase in payables


(7,068)

190

2,905



__________

__________

__________

Cash generated from operations


37,256

27,478

49,680

Tax paid


(2,783)

(2,305)

(7,427)

Venue advances and loans


(4,000)

(5,291)

(9,248)



__________

__________

__________

Net cash from operating activities


30,473

19,882

33,005






Investing activities





Interest received


179

131

342

Derivative financial instruments


(18)

94

214

Dividends received from associates


-

637

637

Acquisition of business - cash paid


(28,674)

(2,867)

(20,498)

Acquisition of business - cash acquired


158

-

1,915

Purchase of property, plant & equipment, computer software and other intangibles


(811)

(541)

(1,106)



__________

__________

__________

Net cash used in investing activities


(29,166)

(2,546)

(18,496)






Financing activities





Dividends paid


(9,537)

(9,283)

(13,335)

Interest paid


(352)

(239)

(576)

Proceeds from issue of share capital


3

22

22

Net cash flow in relation to ESOT shares


1,552

-

-



__________

__________

__________

Net cash outflows from financing activities


(8,334)

(9,500)

(13,889)






Net (decrease)/increase in cash and cash equivalents


(7,027)

7,836

620






Net cash and cash equivalents at beginning of period


22,980

23,107

23,107

Effect of foreign exchange rates


(366)

(1,226)

(747)



__________

__________

__________

Net cash and cash equivalents at end of period


15,587

29,717

22,980



__________

__________

__________

 

 



31 March

2011

31 March

2010

30 September

2010



Unaudited

Unaudited

Audited



£000

£000

£000

Comprised of:





Cash and cash equivalents


42,972

38,247

33,163

Bank overdrafts


(17,752)

(8,530)

(10,183)

Loans


(9,633)

-

-



__________

__________

__________



15,587

29,717

22,980



__________

__________

__________

 

 

Notes to the Interim Financial Statements

 

1.    General Information and basis of preparation

 

The information for the year ended 30 September 2010 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006.  A copy of the statutory accounts for that year has been delivered to the Registrar of Companies.  The auditors reported on those accounts: their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

 

The annual financial statements of ITE Group plc are prepared in accordance with IFRS as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting', as adopted by the European Union.

 

Accounting policies

The interim financial statements have been prepared on the basis of the accounting policies and methods of computation applicable for the year ending 30 September 2010. These accounting policies are consistent with those applied in the preparation of the accounts for the year ended 30 September 2010 except as described below.

 

The following new standards, amendments to standards and interpretations are mandatory for the period ending 31 March 2011, and have been adopted but have had no impact on the 2011 Group interim statements;

 

IAS 32 (Revised) Classification of Rights Issues;

IAS 39 (Revised) Financial Instruments: Recognition and Measurement;

IFRIC 9 (Revised) Embedded Derivatives;

IFRIC 17 Distributions of Non-cash Assets to Owners;

IFRIC 18 Transfer of Assets from Customers; and

IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments.

 

2.   Segmental information

 

The revenue and profit before taxation are attributable to the Group's one principal activity, the organisation of trade exhibitions, conferences and related activities and can be analysed by geographic segment as follows.

 

IFRS 8 introduces the term Chief Operating Decision Maker (CODM). The Executive Board comprising the Executive Directors (Andy Braid, Neil Jones (Financial Director), Stephen Keen, Suzanne King, Alexander Shtalenkov, Edward Strachan (Executive Director), Russell Taylor (Chief Executive Officer) and Colette Tebbutt) is considered to be the CODM.

 

ITE's reportable segments are strategic business units that are based in different geographic locations, predominantly in the developing and emerging markets.  Each business unit is managed separately and has a different marketing strategy as determined by the local management. The products and services offered by each business unit are identical across the group.  

 

ITE Group evaluates performance on the basis of profit or loss from operations before tax expense excluding non-recurring gains and losses and foreign exchange gains and losses.

 

Six months ended 31 March 2011

Unaudited

Russia

Central Asia & Caucasus

Eastern & Southern Europe

UK & Western Europe

Rest of World

Total Group


£000

£000

£000

£000

£000

£000

By geographical location of events/activities







Revenue

26,672

10,304

10,617

4,518

931

53,042








Result

8,446

3,443

2,445

(10,069)

(557)

3,708


________

________

________

________

________

_______

By origin of sale







Revenue

18,180

4,824

8,824

20,711

503

53,042








Result

1,459

1,388

(1,069)

2,541

(611)

3,708


_______

________

________

_______

________








_______

Operating profit






3,708

Investment revenue






193

Finance costs






(384)







_______

Profit before tax






3,517

Tax






(717)







_______

Profit after tax






2,800







________

Capital expenditure

479

21

-

307

4

811

Depreciation and amortisation

3,026

50

1,890

150

145

5,261








Balance Sheet







Assets *

108,851

10,886

31,497

63,293

3,973

218,500


________

________

________

________

________








________

Liabilities *

(71, 187)

(4,122)

(6,530)

(57,687)

(1,025)

(140,551)


________

________

________

________

________

_______

 

* Segment assets and segment liabilities exclude current and deferred tax assets and liabilities

The revenue in the period of £53.0 million includes £0.2 million of barter sales.

 

 

Six months ended 31 March 2010

Unaudited

Russia

Central Asia & Caucasus

Eastern & Southern Europe

UK & Western Europe

Rest of World

Total Group


£000

£000

£000

£000

£000

£000

By geographical location of events/activities

16,731

9,588

7,763

4,047

1,096

39,225

Revenue








3,405

4,292

2,200

(5,814)

(76)

4,007

Result

________

________

________

________

________

________








By origin of sale

9,940

3,853

6,496

17,766

1,170

39,225

Revenue








(1,837)

1,190

447

3,830

377

4,007

Result

________

________

_______

_______

________








126

Share of results of associates






_______








Operating profit






834

Investment revenue






864

Finance costs






(245)







_______

Profit before tax






5,586

Tax






(1,452)







_______

Profit after tax






4,134







________

Capital expenditure

168

52

84

200

2

506

Depreciation and amortisation

1,490

53

328

632

3

2,506








Balance Sheet







Assets *

59,316

8,462

7,624

70,650

3,532

149,584


_______

_______

_______

_______

_______


Investment in associates






-







_______

Consolidated total assets






149,584







________

Liabilities *

32,850

4,340

3,797

44,804

2,853

88,644


________

________

________

________

________

_______








 

* Segment assets and segment liabilities exclude current and deferred tax assets and liabilities

The revenue in the period of £39.2 million includes £0.2million of barter sales.

 

 

Year ended 30 September 2010

Audited

Russia

Central Asia & Caucasus

Eastern & Southern Europe

UK & Western Europe

Rest of World

Total Group


£000

£000

£000

£000

£000

£000

By geographical location of events/activities







Revenue

66,130

19,622

15,271

8,188

4,336

113,547








Result

30,046

8,074

3,978

(13,185)

892

29,805


________

________

________

________

________

_______

By origin of sale







Revenue

40,108

9,179

13,208

48,796

2,256

113,547








Result

13,768

2,599

1,320

12,319

(201)

29,805


________

________

________

_______

________

_______

Share of results of associates






126







_______

Operating profit






29,931

Gain on disposal of associate






834

Investment revenue






1,098

Finance costs






(585)







_______

Profit before tax






31,278

Tax






(7,313)







_______

Profit after tax






23,965







________

Capital expenditure

188

308

92

438

80

1,106

Depreciation and amortisation

3,172

187

1,797

1,251

275

6,682








Balance Sheet







Assets**

57,043

10,700

33,314

55,611

3,444

160,112


________

________

________

________

________

________








Liabilities**

(25,731)

(4,483)

(6,967)

(41,635)

(901)

(79,717)


________

________

________

________

________

_______

 

**  Segment assets and segment liabilities exclude current and deferred tax assets and liabilities.

The revenue in the year of £113.5 million includes £0.3 million of barter sales.

 

3.   Investment revenue

 


Six months to 31 March 2011

Six months to 31 March 2010

Year ended 30 September 2010


Unaudited

Unaudited

Audited


£000

£000

£000





Interest receivable from bank deposits

179

131

271

Interest receivable from Inland Revenue repayments

-

-

71

Gain on derivative financial instruments

14

100

223

Gain on revaluation of Primexpo North West LLC put option

-

633

533


__________

__________

__________


193

864

1,098


 

4.   Finance costs

 


Six months to 31 March 2011

Six months to 31 March 2010

Year ended 30 September 2010


Unaudited

Unaudited

Audited


£000

£000

£000





Interest on bank loans and overdrafts

177

108

208

Bank charges

175

131

336

Interest payable to Inland Revenue

-

-

32

Loss on derivative financial instruments

32

6

9


__________

__________

__________


384

245

585


__________

__________

__________

 

5.   Reconciliation of headline pre-tax profit to profit on ordinary activities before taxation

 


Six months to 31 March 2011

Six months to 31 March 2010

Year ended 30 September 2010


Unaudited

Unaudited

Audited






£000

£000

£000





Profit on ordinary activities before taxation

3,517

5,586

31,278

Amortisation of acquired intangibles

4,801

2,080

5,820

Gain on revaluation of Primexpo North West LLC put option

-

(633)

(533)

Gain on disposal of associate

-

(834)

(834)

Transaction costs

810

243

860


__________

__________

__________

Headline pre-tax profit

9,128

6,442

36,591


__________

__________

__________

 

6.   Taxation

 


Six months to 31 March 2011

Six months to 31 March 2010

Year ended 30 September 2010


Unaudited

Unaudited

Audited






£000

£000

£000

Current tax




     UK corporation tax

782

2,019

3,561

     Foreign tax

1,165

108

5,906


__________

__________

__________


1,947

2,127

9,467

Deferred tax

(1,230)

(675)

(2,154)


__________

__________

__________

Tax on profit on ordinary activities

717

1,452

7,313


__________

__________

__________

 

Tax rate at the interim is charged at 23% (2010: 26%) representing the best estimate of the weighted average annual corporation tax expected for the financial year.

 

7.   Dividends

 


Six months to 31 March 2011

Six months to 31 March 2010

Year ended 30 September 2010


Unaudited

Unaudited

Audited


£000

£000

£000

Final dividend for the year ended 30 September 2010

of 4p (2009: 3.9p) per ordinary share

9,537

9,238

9,283


__________

__________

__________





Interim dividend for the year ended 30 September 2010 of 1.7p per ordinary share

-

-

4,052





Proposed interim dividend for the year ending 30 September 2011 of 1.9p (2010: 1.7p)  per ordinary share

4,566

4,051

-


__________

__________

__________

 

The proposed interim dividend was approved by the Board on 12 May 2011 and has not been included as a liability as at 31 March 2011.

 

8.   Earnings per share

 

The calculations of earnings per share from continuing operations are based on the following results and numbers of shares.

 


Headline diluted

Basic and diluted


Six months

to 31 March

2011

Unaudited

Six months

to 31 March

2010

Unaudited

Year ended 30 September

2010

Audited

Six months

to 31 March

2011

Unaudited

Six months

to 31 March

2010

Unaudited

Year ended 30 September

2010

Audited








£000

£000

£000

£000

£000

£000








Profit for the financial period attributable to equity holders of the parent

2,680

4,104

23,873

2,680

4,104

23,873

Amortisation of acquired intangibles

4,801

2,080

5,820

-

-

-

Tax effect of amortisation

(1,052)

(501)

(1,144)

-

-

-

Transactional  costs

810

243

860

-

-

-

Gain on revaluation of Primexpo North West LLC put option

-

(633)

(533)

-

-

-

Gain on disposal of associate

-

(834)

(834)

-

-

-

Tax effect of other adjustments

-

318

-

-

-

-


________

________

________

________

______

________


7,239

4,777

28,042

2,680

4,104

23,873


________

________

________

________

________

________

 


Six months to

31 March 2011

Six months to

31 March 2010

Year ended

30 September 2010


Number of shares ('000)

Number of shares ('000)

Number of shares ('000)

Weighted average number of shares:




For basic earnings per share

238,852

237,825

238,679

Dilutive effect of exercise of share options

4,125

1,988

4,213


___________

___________

___________

For diluted earnings per share

242,977

239,813

242,892


___________

___________

___________

 

Headline diluted earnings per share is intended to provide a consistent measure of Group earnings on a year on year basis.

 

Headline diluted earnings per share is calculated using profit attributable to equity holders of the parent for the financial year before amortization of acquired intangibles, impairment of goodwill, profits or losses on disposal of Group undertakings, revaluation of financial liabilities in relation to minority put options and direct costs relating to completed acquisitions and disposals.

 

9.   Acquisition of business

 

International Exhibition Company CJSC

 

On 16 December 2010 the Group purchased 100% of the share capital of International Exhibition Company CJSC ('MVK').

 

A cash consideration of 1.3 billion RUB (£27.4 million) was paid on the 16 December 2010.

 

The acquisition of this company is consistent with ITE's strategy of expanding its business model into new sectors in existing markets.

 

The Group incurred transaction costs of £0.6m in relation to this acquisition.

 

Details of the aggregate net assets acquired as adjusted from book to fair value, and the attributable goodwill are presented as follows:

 


MVK

Net assets acquired

£'000

Intangible fixed assets

20,119

Cash

158

Trade and other receivables

3,467

Trade and other payables

(4,484)

Provisions

(432)

Deferred tax liability

(4,019)


__________

Net assets acquired

14,809

Goodwill arising on acquisition

12,632


__________

Total cost of acquisition

27,441


__________



Satisfied by:

Net cash paid

 

27,441


__________


27,441


__________

 

Net cash outflow arising on acquisition:

Net cash paid

27,441

Cash and cash equivalents acquired

(158)


__________


27,283


__________

 

The values used in accounting for the identifiable assets and liabilities of these acquisitions are provisional in nature at balance sheet date. If necessary, adjustments will be made to these carrying values and the related goodwill, within 12 months of the acquisition date. Goodwill arising on acquisition (£12.6m) represents the perceived value placed by the Group of having an established operating position in a new emerging market.  None of the goodwill is expected to be deductible for income tax purposes.

 

Details of net assets acquired on 16 December 2010 and the related fair value adjustments are presented as follows:

 

Assets acquired

Book value

£000

Adjustments

£000

Fair value

£000

Intangible fixed assets

24

20,095

20,119

Cash

158

-

158

Trade and other receivables

3,467

-

3,467

Trade and other payables

(4,484)

-

(4,484)

Provisions

(432)

-

(432)

Deferred tax liability

-

(4,019)

(4,019)


_________

___________

___________

Net assets acquired

(1,267)

16,076

14,809


_________

___________

___________

 

'Provisions' acquired include Russian statutory employee compensation costs related to the acquisition and Russian taxes due.

 

The acquired business has contributed £0.5 million to Group revenue and a loss of £0.5 million to profit before tax.  If the acquisition had occurred on 1 October 2010 there would have been no material difference to these results.

 

Krasnodar Expo

 

On 3 March 2011 the Group purchased Krasnodar Expo ('Krasnodar').

 

A cash consideration of 216 million RUB (£4.6 million) was paid on the 1 April 2011.

 

The total price paid/payable is as follows:

 

Consideration

RUB

000's

GBP

000's

Asset retained by vendor on completion

94,000

2,010

Cash paid on 1 April 2011

216,000

4,619

Cash payable post audit of financial statements of 'Krasnodar'

100,000

2,138


_________

___________

Total

410,000

8,767


_________

___________

 

The acquisition of this company is consistent with ITE's strategy of expanding its business model into new sectors in existing markets.

 

Details of the aggregate net assets acquired as adjusted from book to fair value, and the attributable goodwill are presented as follows:

 


Krasnodar

 

Net assets acquired 

£'000

Intangible fixed assets

6,204

Trade and other receivables

2,020

Trade and other payables

(2,112)

Deferred tax liability

(1,240)


__________

Net assets acquired

4,872

Goodwill arising on acquisition

3,895


__________

Total cost of acquisition

8,767


__________

 

Satisfied by:

Net cash paid

 

-

Deferred consideration

6,757

Asset retained by vendor on completion

2,010


__________


8,767


__________

Net cash outflow arising on acquisition:

Net cash paid

 

-

Deferred consideration

6,757

Asset retained by vendor on completion

2,010


__________


8,767


__________

 

The values used in accounting for the identifiable assets and liabilities of these acquisitions are provisional in nature at balance sheet date. If necessary, adjustments will be made to these carrying values and the related goodwill, within 12 months of the acquisition date. Goodwill arising on acquisition (£3.9m) represents the perceived value placed by the Group of having an established operating position in a new emerging market. None of the goodwill is expected to be deductible for income tax purposes.

 

Details of net assets acquired on 3 March 2011 and the related fair value adjustments are presented as follows:

 

Assets acquired

Book value

£000

Adjustments

£000

Fair value

£000

Intangible fixed assets

6

6,198

6,204

Trade and other receivables

2,020

-

2,020

Trade and other payables

(2,112)

-

(2,112)

Deferred tax liability

-

(1,240)

(1,240)


_________

___________

___________

Net assets acquired

(86)

4,958

4,872


_________

___________

___________

 

The acquired business has contributed £2.0 million to Group revenue and £1.0 million to profit before tax.  If the acquisition had occurred on 1 October 2010 Group revenue would have been £4.2 million and profit before tax would have been £1.5 million.

 

10.   Goodwill

 


2011

£000

At 1 October

50,584

Addition of International Exhibition Company CJSC 'MVK'

12,632

Addition of Krasnodar Expo

3,895

Other additions and adjustments

897

Exchange differences

4,166


_________

At 31 March 

72,174


_________

 

During the period an adjustment of £840,000 was made to the goodwill relating to the acquisition of Finmark S.r.l.u.

 

The goodwill for Finmark S.r.l.u at 30 September 2010 was provisionally estimated at £4.0m and the adjustment reflects updated information following the acquisition.

 

11.    Other intangible assets

 


2011

£000

At 1 October

28,829

Addition of International Exhibition Company CJSC 'MVK'

20,119

Addition of Krasnodar Expo

6,204

Other additions and adjustments

517

Addition of Computer Software

216

Amortisation and depreciation of intangibles in the period

(4,964)

Exchange differences

(86)


_________

At 31 March 

50,835


_________

 

12.    Bank overdraft and loans

 

The bank overdraft is repayable on demand. The borrowings are denominated in both Euros and US Dollars. The borrowings are arranged at floating interest rates, thus exposing the Group to cash flow interest risk. The overdraft is taken out to act as a partial hedge against the UK trade receivables in Euros and US Dollars.

 

During the period, the Group entered into a facility agreement with Barclays PLC to borrow £15 million to partly fund the acquisition of MVK. The balance of this loan was £9.6 million as at 31 March 2011. The loan is fully repayable in December 2012.  

 

13.   Derivative financial instruments

 


Six months to

31 March 2011

Unaudited

Six months to

31 March 2010

Unaudited

Year ended

30 September 2010

Audited


£000

£000

£000

Current assets




Foreign currency forward contracts

345

663

951


___________

___________

___________


345

663

951


___________

___________

___________

Non-current assets




Foreign currency forward contracts

-

229

178


___________

___________

___________


-

229

178


___________

___________

___________

 

 


Six months to

31 March 2011

Unaudited

Six months to

31 March 2010

Unaudited

Year ended

30 September 2010

Audited


£000

£000

£000

Current liabilities




Foreign currency forward contracts

694

61

161

Put options

603

3,036

-


___________

___________

___________


1,297

3,097

161


___________

___________

___________

Non-current liabilities




Foreign currency forward contracts

1,791

681

502

Put options

1,685

3,313

1,223


___________

___________

___________


3,476

3,994

1,725


___________

___________

___________

 

Foreign currency derivatives

 

The Group utilises foreign currency forward contracts to hedge future euro denominated sales made from the UK.  The Group is party to foreign currency forward contracts in the management of its exchange rate exposures.  The instruments purchased are denominated in Euros which represents the Group's primary billing currency. Under the forward contracts, the Group has an obligation to sell Euros for Sterling at specified rates at specified dates. 

 

As at 31 March 2011 the notional amounts of outstanding foreign currency forward contracts that the Group has committed to are as follows:

 

Derivative assets

 


Six months to

31 March 2011

Unaudited

Six months to

31 March 2010

Unaudited

Year ended

30 September 2010

Audited


€000

€000

€000





Foreign currency forward contracts

9,000

33,300

52,900


___________

___________

___________


9,000

33,300

52,900


___________

___________

___________

 

Derivative liabilities

 


Six months to

31 March 2011

Unaudited

Six months to

31 March 2010

Unaudited

Year ended

30 September 2010

Audited


€000

€000

€000





Foreign currency forward contracts

103,150

29,900

46,800


___________

___________

___________


103,150

29,900

46,800


___________

___________

___________

 

The arrangements as at 31 March 2011 cover exchange exposures over the next 36 months, with €89.6 million covering exposures after September 2011.   These instruments have been designated in hedging relationships, with any changes in their fair value being recorded in equity.

 

At 31 March 2011, the fair value of these derivatives is estimated to be a liability of approximately £2.1 million (31 March 2010: asset of £0.2 million on forward contracts; 30 September 2010: asset of £0.5 million on forward contracts). This is based on market valuations.  This amount has been deferred in equity at 31 March 2011.

 

Put options

 

The Group has been party to a number of put options to acquire the non-controlling interests arising from business combinations. These instruments are initially recognised at fair value on the balance sheet with all subsequent changes in fair value taken to the income statement.

 


Six months to

31 March 2011

Unaudited

Six months to

31 March 2010

Unaudited

Year ended

30 September 2010

Audited


£000

£000

£000





Put option for Primexpo North West LLC

-

3,036

-

Put option for Newex Marketing Limited

1,206

1,283

1,223

Put option for Airgate Holdings Limited

-

2,030

-

Put option for Summit Trade Events Limited

1,082

-

-


___________

___________

___________


2,288

6,349

1,223


___________

___________

___________

 

14.   Share capital

 


Six months to

31 March 2011

Unaudited

Six months to

31 March 2010

Unaudited

Year ended

30 September 2010

Audited


£000

£000

£000

Authorised




375,000,000 ordinary shares of 1 penny each

(31 March 2010: 375,000,000)              

3,750

3,750

3,750


__________

__________

__________

Allotted and fully-paid




248,568,749  ordinary shares of 1 penny each

(31 March 2010: 248,289,702)

2,486

2,483

2,483


__________

__________

__________

 

During the period, the Company allotted 256,547 (2010: 182,000) ordinary shares of 1 penny each pursuant to the exercise of share options. The total consideration for the shares issued was £38,478 (2010: £154,873).

 

The Company has one class of ordinary shares which carry no right to fixed income.

 

15.   Events after the balance sheet date

 

There have been no significant reportable events after the balance sheet date.

 

16.   Related party transactions

 

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions with key management personnel will be disclosed in the Group's Annual Report for the year ended 30 September 2011. There have been no material changes in related party transactions.

 

Transactions between the Group and its associates, where relevant, are disclosed below.

 

Trading transactions

 

In Kazakhstan, ITECA, a Group subsidiary, has transacted with Datacom and Saban Holdings for the provision of web systems and office rental respectively.  Edward Strachan, a Group Director, is a significant shareholder of Datacom and Saban Holdings.  In total, the services charged to ITECA were £24,000 (31 March 2010: £9,000; 30 September 2010: £44,000). 

 

In St Petersburg, Primexpo, a Group subsidiary, has transacted with Cavalry House for the provision of office rental. Edward Strachan, a Group Director, is a significant shareholder of Cavalry House. In total, the services charged to Primexpo were £94,000 (31 March 2010: £104,000; 30 September 2009: £191,000). 

 

During the period ended 31 March 2011 consultancy fees of £120,000 (31 March 2010: £120,000; 30 September 2010: £336,000) were paid to Kyzyl Tan Consultants Limited ("Kyzyl Tan"), of which Edward Strachan is a significant shareholder.

 

17.   Principal risks and uncertainties

 

The Group identifies and monitors the key risks and uncertainties affecting the Group and runs the business in a way that minimises the impact of such risks where possible.  There are a number of potential risks and uncertainties which could have a material impact on the Group's performance over the remaining six months of the financial year and could cause actual results to differ materially from expected and historical results.  The principal risks and uncertainties are detailed below and in our most recent annual report.

 

Economic instability reduces demand for exhibition space

Reduced demand for exhibition space would reduce the profits of exhibitions. ITE operates across a wide range of sectors and countries to minimise the exposure to any single market and ITE is constantly looking at opportunities to diversify further.

 

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Interim Management Report. The financial position of the Group, its cash flows and liquidity position are described in the financial statements and notes. The Group has considerable financial resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. As a consequence, the directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook. The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Group continues to adopt the going concern basis in preparing the interim report and financial statements.

 

Political uncertainty and regulatory risk

The Group's business is principally carried out in Russia and the CIS.  Changes in law or the regulatory environment could have an effect on some or all of the exhibitions of the Group.  ITE has reduced the risk by establishing its business as independent Russian and CIS companies fully contributing to the local economy, and the diversity of businesses across sectors and geography provides protection for the longer-term prospects of the Group.

 

Commercial relationships

The Group has key commercial relationships with venues which secure the Group's rights to run its exhibitions in the future. These key relationships are regularly reviewed and the Group seeks to maintain its exhibition rights for at least three years forward for significant exhibitions. A significant change in relationship could impact the Group's ability to operate its events.

 

Venue availability

Damage or unavailability of a particular venue could impact the Group's short-term trading position.  Accordingly, the Group carries business interruption insurance which protects profits against such an event in the short term.

 

Competitor risk

Competition has existed in ITE's markets for some years. ITE faces competitive pressures on a market-by-market basis.  In all of its overseas markets, ITE has a strong position as an international organiser, achieved through effective use of its international sales network and its established brands for major events.  A single exhibition or sector in a market could have its prospects curtailed by a strong competitor launch; however, the breadth of ITE's portfolio of events, with its geographic and sector diversity, reduce the risk of a competitive threat to the Group's overall business.

 

People

ITE's employees have long-standing relationships with customers and venues, and a unique knowledge of the exhibitions business.   Loss of key staff to a competitive event could impact the short-term prospects of a specific event or sector. ITE has sought to build loyalty in its staff by ensuring remuneration is competitive and through a wide distribution of the Group's long-term incentive plans. ITE has a good record of retaining its key staff.

 

Financial risk

The key financial risk to the Group is the movement in foreign currency exchange rates.  The Group is exposed to movements in foreign currency exchange rates against Sterling for both trading transactions and for the translation of overseas operations. The principal exposures are to the Sterling/Euro exchange rate, which forms the basis of invoicing for most sales transactions within the Group. It is also exposed to the Ruble/Euro and Ruble/Sterling exchange rates in relation to the retranslation of foreign denominated assets (principally debtors and cash) within Ruble denominated companies. The Group seeks to minimise exposure by limiting balances in soft currency deposits and securing forward contracts against its future sales.

 

Responsibility statement

 

 

We confirm that to the best of our knowledge:

 

(a)   the condensed set of interim financial statements has been prepared in accordance with IAS 34 "Interim Financial Reporting";

 

(b)   the interim management report includes a fair review of the information required by DTR 4.2.7R (Indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

 

(c)   the interim management report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).

 

By the order of the board

 

 

 

Chief Executive Officer

Russell Taylor

16 May 2011

 

Independent Review Report to ITE Group plc

 

 

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 March 2011 which comprises the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity, the condensed consolidated balance sheet, the condensed consolidated cash flow statement and related notes 1 to 17. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

 

This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 issued by the Auditing Practices Board.  Our work has been undertaken so that we might state to the company those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.

 

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the Directors.  The Directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

 

As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union.  The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union.

 

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

 

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 March 2011 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.

 

 

Deloitte LLP

Chartered Accountants and Statutory Auditors

London, United Kingdom

13 May 2011

 


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