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HYVE GROUP PLC — Earnings Release 2014
Dec 2, 2014
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Earnings Release
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RNS Number : 5506Y
ITE Group PLC
02 December 2014
2 December 2014
ITE GROUP PLC
PRELIMINARY RESULTS ANNOUNCEMENT
Results reflect good underlying trading performance
Financial highlights
| Year to 30 September 2014 |
Year to 30 September 2013 |
|
| Revenue | £174.8m | £192.3m |
| Headline pre-tax profit * | £60.3m | £59.4m |
| Headline diluted earnings per share ** | 20.2p | 19.3p |
| Profit before tax | £41.5m | £43.9m |
| Diluted earnings per share | 13.8p | 14.0p |
| Dividend per share | 7.4p | 7.0p |
| Net (debt) / cash | £(14.8)m | £23.5m |
· Record headline pre-tax profits
· Good underlying trading result achieved in difficult market conditions
· Successful expansion of business into China and Indonesia
· Net debt of £14.8m after investing £50m on acquisitions and deferred consideration
· Post period end, announced acquisition of Eurasia Rail in Turkey
· Proposed full year dividend of 7.4p up 6%, reflecting underlying earnings growth
· £81m of revenues booked for 2015
Russell Taylor, CEO of ITE Group plc, commented:
"ITE has a portfolio of leading events which continue to perform well and helped to deliver a good trading performance this year despite currency headwinds and difficult trading conditions in Russia and Ukraine. The Group has continued to execute its strategy of diversifying its business into new geographical markets and this year has established a presence in China and Indonesia.
ITE remains sensitive to the economic climate in Russia, but has increasingly good growth prospects in its other markets. It continues to generate good cash flow and with a strong balance sheet is well positioned both to benefit from recovery in its core markets and to continue with its strategy of diversifying its business into new markets."
* Headline pre-tax profit is defined as profit before tax, amortisation of acquired intangibles and impairment of goodwill, profits or losses arising on disposal of group undertakings, revaluation of financial liabilities in relation to put options over non controlling interests, settlement of contingent consideration and direct costs on completed and pending acquisitions and disposals and tax on income from associates and joint ventures - see note 3 for details.
** Headline diluted earnings per share is calculated using profit before amortisation of acquired intangibles and impairment of goodwill, profits or losses arising on disposal of group undertakings, revaluation of financial liabilities in relation to put options over non controlling interests, settlement of contingent consideration and direct costs on completed and pending acquisitions and disposals - see note 9 for details.
Enquiries:
| Russell Taylor, Chief Executive Neil Jones, Chief Financial Officer |
ITE Group plc | 020 7596 5000 |
| Charles Palmer/ Emma Appleton | FTI Consulting | 020 3727 1000 |
Chairman's Statement
Group Performance
These results reflect a good underlying trading performance in most of our markets. ITE has reported revenues of £175m (2013: £192m), and record headline profits before tax of £60m (2013: £59m) for the 2014 financial year. The political upheaval in Ukraine and the relative strength of Sterling against our principal trading currencies have had a significant impact on the year's results and held back what would have otherwise been an even stronger financial and operating performance. Importantly, the Group has continued its strategy to diversify its business interests into Asia with the acquisition of 50% interests in the Chinacoat exhibition and the Indonesian construction event representing first steps in China and Indonesia.
The acquisition of Beauty Eurasia in Turkey and the majority interest in Scoop, the Group's London womenswear fashion business, have both helped to build on our industry positions in growth sectors. In this, the Group's lesser biennial year, headline diluted earnings per share was 20.2p (2013: 19.3p). Reported pre-tax profit was £41.5 million (2013: £43.9 million) and fully diluted earnings per share was 13.8p (2013: 14.0p). The Group finished the year with net debt of £15 million (2013: cash of £23 million), after investing £50 million on acquisitions during the year.
Board and Management
Mike Hartley stepped down from the Board at last year's AGM, having handed over his duties as Audit Committee Chairman to Stephen Puckett who joined the Board last year. Edward Strachan, who has been an executive Director since 2003, stepped down from the Board on 1 April 2014, but remains a key member of ITE's management team as a Regional Director for certain territories in Central Asia which he originally established for the Group. Sharon Baylay was appointed to the Board as a non-executive Director on 1 April 2014. She brings a wealth of international marketing, branding and communications expertise together with a strong understanding of digital marketing from her career at Microsoft and the BBC. I would like to express my gratitude to both Mike and Edward for their contributions to the Board over the last decade.
ITE is first and foremost a people business and its success is based upon the hard work and loyalty of its staff worldwide. The Group has over 1,000 employees conducting its business in 31 offices in 18 different countries with a broad range of cultural backgrounds, all co-operating with each other and participating in the development of ITE. Almost 50% of our staff have been employees of ITE for more than five years, and 54% are participants in one of our equity schemes. As Chairman I would, on behalf of the Board, like to thank and acknowledge the contribution of all of ITE's employees to this year's result and especially those staff in Ukraine who have worked under very difficult circumstances.
ITE's Board recognises that good corporate governance is in the long-term interests of the Group and we are conscious of our responsibilities for setting values which underpin the Group culture. As Chairman, I am mindful of my personal responsibility for leading the Board and ensuring it operates diligently and effectively.
Dividend
ITE's growth has supported a consistent increase in annual dividends. This year the interim dividend was increased from 2.3p to 2.5p and the proposed final dividend is 4.9p, making a full dividend for the year of 7.4p (2013: 7.0p). This is an increase in dividend of circa 6%, in line with the underlying earnings growth in headline profits over the biennial cycle. The final dividend is proposed for payment on 10 February 2015.
Outlook
In the year ending 30 September 2014 the Group enjoyed good trading conditions in its major markets for most of the first half of the year. The political crisis in Ukraine and the consequent sanctions imposed on Russia have increasingly changed the economic and trading environment in those countries over the second half of the year. Currency movements have also had a significant effect on the financial result for 2014 with Sterling being on average 20% stronger against the Ruble and having also appreciated against other emerging market currencies. Both these issues continue to affect the outlook for the next financial year. At 27 November revenues booked for FY 2015 were £81 million representing circa 51% of market expectations for the full year. Like-for-like revenues are circa 17% behind this time last year, and 9% behind at constant currency.
ITE's results remain sensitive to the economic climate in Russia which remains its largest market but with strong market positions the Group is well positioned to respond positively to any future improvement in the economies of its markets. ITE also enjoys increasingly good growth prospects in many of its other markets and its portfolio of leading events continue to perform well. Management will continue to review the Group's cost base to ensure that it has the most efficient structure to execute its strategy of growing its business and diversifying its sensitivity to the circumstances of any one region. ITE is well equipped to achieve these objectives through its strong balance sheet and good operating cash flow. Accordingly the Board has confidence in the Group's future prospects.
Marco Sodi
Chairman
Note 1 - In these results, we refer to "like-for-like" movements. This is defined as financial performance or volumes after adjusting for the impact of acquisitions, and timing/biennial events.
Note 2 - We also refer to "constant currency". Constant currency results are calculated on the basis of translation of the results at the same exchange rates as the prior year.
Chief Executive's Statement
The Group's performance this year
ITE has delivered a good performance this year with the underlying business delivering a solid improvement in constant currency revenue and profits. However on account of the relative strength of Sterling against our principal trading currencies and the political upheaval in Ukraine, the Group is reporting lower revenues this year. Despite these circumstances the Group has reported an increase in headline profits before tax to £60.3 million. The Ukrainian business reported profits £2.6 million down from last year, and movements in foreign exchange had a further £4.0 million net negative effect on headline profits. However excluding Ukraine, ITE's recurring events performed strongly, growing constant currency profits by £5.9 million, and profits were further enhanced by a first time contribution from acquisitions of £4.7 million. This was a smaller biennial year, and the net contribution from biennial events and timing differences this year was £3.1 million less than in the previous year.
The main factors affecting Group profitability this year are summarised in the profit bridge below.
| £'m | |
| 2013 headline PBT | 59.4 |
| Net biennial & timing | (3.1) |
| FX | (4.0) |
| Ukraine | (2.6) |
| Acquisitions (net of overheads) | 4.7 |
| Growth | 5.9 |
| 2013 headline PBT | 60.3 |
The year started well with good trading conditions across most of our markets resulting in a strong first quarter financial performance. However the second quarter saw the onset of political instability and conflict in Eastern Ukraine. Subsequently, sanctions imposed by the West on Russia and the ensuing deterioration in the Russian Ruble began to affect the Russian economy, firstly affecting the viability of import related businesses into Russia. Subsequently the construction sector across all the Group's Russian offices was impacted, and latterly the indications are of a more widespread effect on other sectors. The Ukrainian office reported a 50% reduction in square metres sold over the year, and like-for-like trading volumes in Russia were down 4% over the year. The Central Asian business was a highlight growing like-for-like volumes by 7% overall, led by a very strong performance from the Azerbaijan business. The Turkish and Asian businesses traded well, whilst the UK's fashion market was a little flat overall.
Development of the business
The main objectives for the Group this year were continuing to expand and diversify the Group's business and managing the effects of the Ukrainian crisis.
The Group made major steps forward in establishing a business base in Asia in the last financial year and in 2014 continued to build on this base. The most significant acquisition of the year was announced in October 2013, with the Group taking a 50% stake in the Chinacoat - Surface Finishing event. The event addresses two sectors of the industry, the paint sector, and the machinery and technology involved in applying the paints. Both sectors have grown significantly over the last few years in line with Chinese manufacturing industries. The 2013 event took place in Shanghai, shortly after ITE acquired its interest, and sold 34,500m2, which was in line with expectations at the time of acquisition. The 2014 event opens tomorrow with 34,200 m2, an increase of 11% over its biennially equivalent event from 2012.
In June 2014 ITE announced the acquisition of 50% of Indobuildtech, the leading construction event in Indonesia. Indonesia is a bright prospect for the exhibition industry as it combines a large population and healthy GDP growth. With two potential new exhibition venues, which will quadruple the space available over the next four years, Indobuildtech (currently wall bound) has significant potential to grow. ITE has now developed a strong base for growing its business in South East Asia with offices in Indonesia and Malaysia, with both countries having started construction of new exhibition space.
In October 2013 ITE announced the acquisition of 100% of Beauty Eurasia, the Istanbul-based cosmetics and beauty event. This is an important addition to our beauty portfolio in addition to the Ukrainian and South East Asian events in Indonesia, Vietnam and Malaysia. Beauty products are a strong proposition and early to respond to growing consumer prosperity - so a good asset for emerging markets. The June 2014 event was a success selling 9,900m2 in its new venue, ahead of initial expectations.
Earlier in the year ITE extended its ownership in Scoop, the London-based high end womenswear exhibition which was an associate business, but is now a subsidiary. Scoop takes place twice a year in central London as part of the MODA portfolio and has become an important feature of the fashion calendar.
ITE's diversification strategy is working well and remains a priority going forward as we have illustrated in today's announcement of the acquisition of Eurasia Rail in Turkey. In addition, ITE is increasingly focused on developing industry expertise and brands in its portfolio of events. The historic development of our business in Russia-CIS has left us with strong industry positions in Construction, Oil and Gas, Travel & Tourism and Food, with multiple shows in each sector. Often the events will represent slightly different parts of the supply chain for the industry depending upon where they are based. This logic is increasingly driving the development of our future new business as it both reduces risk and increases synergy to develop the business within sectors where there is expertise and a common customer base. The acquisitions of Beauty Eurasia and Indobuildtech are developments along this sector-based approach. Increasingly the entry into new markets will be driven by this logic, as acquisitions can be much less risky where ITE has customers and brands in place to support the new initiative.
In Russia, the benefits of common brands and systems which have been developed over the last few years are now being realised with an active programme of replicating and cross-marketing events into and across the regional markets. The expertise developed by the Russian team is forming the base for a systems rollout across the Group, bringing all customers and exhibitors into a common system. This will support the development of industry-based expansion strategies.
Venue expansion is important to the development of our business. In autumn 2014 the Expoforum venue opened in St Petersburg. This is a major new venue of 50,000m2 gross with conference facilities that presents new opportunities for the further development of exhibitions and conference businesses in the north west of Russia. Construction has commenced on the new venue in Krasnodar, and completion is planned for early 2016. As noted before, there is new venue development underway in Indonesia and Malaysia that is expected to create opportunities for the Group to grow its events. The Group is well positioned to participate in the growth that the investments in local exhibition facilities are expected to generate.
ITE's objectives and strategy
ITE's principal objective is to create a business with sustainable growth in headline earnings per share. Its strategy is to develop positions of market leadership in the exhibition business substantially in emerging and developing markets with good growth prospects.
ITE is evolving its strategic objectives. Whilst we have been successful in establishing positions in new markets the future accent will be more orientated towards development of brands and industry verticals in order to support our aim for industry leadership in certain sectors. This could also involve running exhibitions in established Western markets where there is synergy with our exhibitions in our existing markets. While we plan to continue our diversification efforts in our key emerging and developing markets with good prospects, we are also increasing our focus on expanding industry verticals.
Four priorities underpin ITE's strategy
1. Improve its existing positions of market leadership
2. Expand into new sectors and geographies with potential for strong market positions
3. Enhance and improve our exhibition brands
4. Invest in developing our people.
ITE's performance against its strategic priorities is set out below:
(i) Improve existing positions of market leadership:
ITE's existing positions of market leadership are founded on its ability to generate international sales, its recognised brands, its local office infrastructure and its longstanding relationships with venues.
International sales strength
ITE's ability to generate international sales has differentiated it from its local competition in Russia and the related CIS markets. The same pattern is also true of China and South East Asia, with international participation and content being key differentiators for pricing and position. The Group has established a loyal customer base and a geographic reach, which is increasingly valuable as it seeks to leverage its sales into new markets. In 2014 the Group's international sales offices once again sold 132,000m2 which represents circa 25% of the Group's 2014 revenues. Approximately 13% of revenues were sold by the Group's London office, and 4% by each of its German, Chinese and Turkish offices.
ITE's international brands
ITE has established strong brand identities in certain exhibition sectors. In particular, the Build brand in construction, the Oil & Gas events brand, the ITE Travel exhibition and World Food brands all have strong reputations with customers as leading events in the Russian and CIS markets earned through more than fifteen years of sustained good performance. There are also new initiatives this year to enhance and develop brands in the Oil and Gas, Transport, Travel & tourism, Food and Security portfolios.
Local office infrastructure
ITE's brands have built their reputation through sustained delivery of successful exhibitions to customers. The foundation of this is in ITE's local offices which now employ over 900 staff. Local offices generate the local sales, reputation and visitor participation of the event as well as managing technical staging of the exhibitions. Critically they own and develop the database of local visitors who make the exhibition successful for the exhibitors. In its core markets, ITE's local offices have always been a competitive advantage over other international exhibition organisers and a barrier to entry for new organisers wishing to run events. ITE will continue to develop strong local offices as part of its exhibition business in new markets. The Group has an integration programme for new offices acquired into the ITE network and is increasing its investment in the infrastructure that underpins these offices and in staff training. The Group has high rates of employee retention in its offices, and supports this by its commitment to having widespread equity ownership - currently 54% of staff participate in some form of equity scheme.
Venue relationships
ITE has always enjoyed long-standing relationships with the venues that host its exhibitions. In its core markets ITE has supported the development of venue facilities which in turn has helped the Group's exhibitions to prosper. The Group has always sought to establish rights to run its main exhibition themes in its partner venues at the time of its choice and ITE has continued to work on maintaining and improving the venue relationships that underpin its business. Most of ITE's major events have agreements which provide for venue facilities for at least three years ahead.
(ii) Expand into new sectors and geographies with potential for strong market positions:
In existing markets this strategy means targeting new sectors and regions in which to acquire or develop exhibitions where there is potential for the participation of international exhibitors. In new markets, ITE is targeting the development of exhibition businesses where there is clear opportunity for strong future growth.
This year the Group has continued to expand its business presence into Turkey, South East Asia and China. In so doing it has acquired expertise in new sectors - some of which has potential in ITE's core markets, and also made it possible for the Group to run its existing brands in the new markets The acquisition of Beauty Eurasia in Turkey has strengthened the opportunity for ITE to build a series of events in the Beauty and personal care sector. Indonesia is a market with potential for expansion of the exhibition business and in acquiring Indobuildtech, ITE is well positioned to build a presence in this market and the Group is working to ensure that Indobuildtech benefits from being part of the Build brand and that best practice is shared. The Group plans to extend the Chinacoat brand into South East Asia, and is reviewing opportunities to leverage the brand strength elsewhere.
As the Group's acquisition activity over the last few years has opened up access to new markets, there are now increasing synergies and benefits to be gained from strengthening its industry portfolio in each sector. The Group aims to increasingly focus its acquisition activity on building portfolio strength and leadership in exhibition sectors - creating stronger, more defensible business positioning for its exhibitions.
(iii) Enhance our exhibition brands:
The Group's management has been working to improve the strength of ITE's existing international brands. The acquisition of Beauty Eurasia has strengthened the opportunity for ITE to build an internationally recognised brand in the Beauty and personal care sector. This is being supported by introducing product improvements to enhance customer experience and ensuring consistency in the presentation and promotion of similar events in ITE's vertical industry sectors. The Group's brand development projects have covered all aspects of product quality, naming, character, tone-of-voice and graphic designs associated with events in the Group's largest portfolios. The improvements will deliver numerous benefits, including increasing the global recognition of ITE's brands and enabling the Group to launch events into new territories.
(iv) Invest in developing our people:
The Group has continued its programme of developing the strength and depth of the leadership and management teams in the year as well as improving communications between offices. Current initiatives include a developing talent management programme focusing on the Group's most promising employees which sets out development plans to enable to them to grow into future leaders. In addition, we continue to run a Leadership Development Programme for our senior managers, and a rolling programme of cross-Group development conferences. Communications have continued to improve, with a high level of employee engagement via the intranet, the newsletter and through cooperation in cross border industry groups.
ITE is evolving its strategic priorities by which it seeks to achieve its overall objectives. The Group has been successful in establishing positions in new markets and the future accent will be more orientated towards development of brands and industry verticals in order to develop industry leadership in certain sectors. This may involve running exhibitions in both emerging and established markets where there is synergy with the Group's existing portfolio of events.
Russell Taylor
Chief Executive Officer
Divisional trading summary 2014
Overall in 2014 the Group ran 246 events (2013: 233). The Increase in the number of events is attributable to a combination of acquisition activity, launches and timing differences. A detailed analysis of volumes, revenues and gross profits from the Group's exhibition and conference activities is detailed below:
| Square Metres Sold | Revenue | Gross Profit | Average yield | ||||||
| (000) | £'m | £'m | Per m2 | ||||||
| 2013 | All events | 793 | 192 | 88 | |||||
| Non-annual | (26) | (12) | (7) | ||||||
| Discontinued events | (95) | (6) | - | ||||||
| 2013 | Annually recurring | 672 | 174 | 81 | 258 | ||||
| Acquisitions | 14 | 5 | 2 | ||||||
| FX Translation | - | (22) | (10) | ||||||
| Net Growth | (32) | 5 | 4 | ||||||
| 2014 | Annually recurring | 654 | 162 | 77 | 247 | ||||
| Non-annual | 64 | 10 | 3 | ||||||
| Timing | 15 | 3 | 1 | ||||||
| 2014 | All events | 733 | 175 | 81 |
ITE has delivered a good business performance in its lesser biennial year despite reporting lower revenues and gross profits. The underlying business has delivered a 10% improvement in constant currency profits, but this is obscured by the relative strength of Sterling against our principal trading currencies and the political upheaval in Ukraine. As part of ITE's on-going review of its event portfolio the Group discontinued four high volume low profit events in Turkey. Overall, the Group saw volume sales fall by 8% to 732,900m2 and revenues decrease by 9% to £174.8 million. On a like for like basis excluding discontinued events, volume sales fell by 4% and revenues fell by 10%.
Revenue
| 2014 | 2013 | % | % | ||||||||
| £m | £m | change | change Like-for-like# |
||||||||
| Russia | 102,851 | 121,138 | -15% | -9% | |||||||
| Central Asia & Caucasus | 33,509 | 28,836 | +16% | 0% | |||||||
| Eastern & Southern Europe | 21,125 | 28,930 | -27% | -39% | |||||||
| UK & Western Europe | 11,677 | 9,696 | +20% | 1% | |||||||
| Asia | 5,665 | 3,661 | +55% | -2% | |||||||
| Total | 174,827 | 192,261 | -9% | -13% | |||||||
measures the change over the previous year after excluding acquired events impacting the results for the first time, event timing differences (where changes in the date of recurring events causes them to skip or occur twice in a financial year) and biennial events.
Russia
(Moscow, St. Petersburg, Novosibirsk, Krasnodar, Ekaterinburg)
During the year ITE held 118 events in Russia (2013: 112), with total volume sales this year of 380,200m2 (2013: 399,100m2). Revenue of £102.9m was 15% lower than the previous year, reflecting a flat trading environment, the absence of the biennial Moscow International Oil & Gas exhibition (MIOGE) and a weaker Ruble to Sterling exchange rate. On a like-for-like basis volume sales in Russia decreased by 4% and revenues decreased by 9% overthe prior year, although revenues improved on a constant currency basis.
The Russian economy has slowly weakened during the year and this has impacted the ability of the business to grow as quickly as in previous years. This is particularly noticeable in the regions outside Moscow which have experienced a recessionary environment for a large part of the year. The construction sector across the whole country has experienced a contraction in activity during the year, which is reflected in the results.
Moscow is ITE's largest office in Russia accounting for around 75% of the region's revenues. The office operates the Group's largest events a number of which are the 'number one, must attend' events which help insulate the Groupin the event of economic weakness. Moscow's volume sales for the year were 243,700m2 (2013: 252,000m2); on a like for like basis volume sales were similar to the prior year with revenues higher after excluding the effects of foreign currency movements.
The leading events in Moscow produced a mixed performance this year. The portfolio of industrial events held in the first quarter performed strongly as did the Moscow International Travel and Tourism exhibition which delivered sales of 20,000m2 (2103: 19,500m2). The Group's largest eventMosbuild delivered a solid performance but in common with other construction businesses in Russia reported lower volumes than the previous year's event, delivering volume sales of 65,400m2 a decrease of 5% on the prior edition(2013: 68,700). The logistics event TransRussia saw volumes decline by 11% to 10,000m2 (2013: 11,200), whilst the security event, Moscow International Security & Protection continued to grow.
The key event for the Group in September is World Food Moscow which again achieved a record size, growing by 4% to 25,800m2, despite recently announced sanctions on food imports from the EU and US.
The Group operated 16 events from the St Petersburg office during the year, with overall volume sales of 34,900m2 (2013: 38,200). Performance was mixed with growth in events such as Expo-electronica offset by a decline at those events in industries reliant on capital expenditure, such as construction and mining. From autumn 2014 ITE will run its St. Petersburg events in a new, state of the art, venue which provides improved space and facilities in which to operate.
In Novosibirsk, Siberia, ITE is the anchor tenant in the city's main venue. The international quality space it offers has provided a platform for good growth in the Group's business in this region in recent years. However this trend reversed during 2014 as the region moved into a recessionary environment. During the year the region held 34 events (2013: 27), with overall volume sales declining to 41,500m2 (2013: 45,000m2), although revenues grew in local currency terms.
The Krasnodar region in south-west Russia is one of the most prosperous outside Moscow and recently hosted the 2014 winter Olympic Games. The exhibition portfolio covers a broad range of sectors, the largest events being in the agriculture and construction sectors. In total this office contributed volume sales of over 60,000m2 (2013: 63,900m2) as the local economy moved into recession led by the construction sector. Despite the decline in sales volumes this year, the Group's business in Krasnodar continues to be restricted by the size of the current venue, especially in its two largest sectors. In 2013 the Group entered into an agreement to become the anchor tenant at a new 28,000m2 venue in the city, which is on schedule be completed in early 2016. It is anticipated that this new facility will allow ITE's largest events to grow and the business to expand into new industry sectors as the economy recovers.
Central Asia and the Caucasus
ITE's principal offices in Central Asia are in Kazakhstan, Azerbaijan and Uzbekistan. This year ITE organized a total of 79 events (2013: 69) across these territories with a number of events delivering total volume sales of 103,100m2 (2013: 82,300m2) and revenues of £33.5 million. This year was favourably impacted by the return of a number of events that had "skipped" 2013 and a favourable biennial pattern. Overall, on a like-for like basis volumes increased by 7% over the previous year with revenues being impacted by the negative effects of foreign exchange movements, particularly in Kazakhstan, our largest office in the region, which saw a 30% devaluation of the Tenge in January 2014. Excluding currency movements, like for like revenue growth was 9%. All of the economies in this region are heavily dependent on Oil and Gas for their overseas earnings and economic wealth. The consistent $100+ price of oil during the past few years has helped support economic confidence within these economies feeding through to good levels of economic growth, which has been reflected in the growth of the Group's business in the region this year.
The financial results from Kazakhstan were impacted heavily by the Tenge devaluation. Revenues were flat on the prior year, despite the negative foreign currency movements. This was driven by another strong performance in the construction sector which, while it has not yet recovered to its pre-recession peaks, grew by 7%, along with a further strong performance in the leisure sector. Oil & Gas remains the largest sector in the region, accounting for around 30% of regional revenue, although continued delays in commissioning the Kashagan oil field have impacted sector performance this year. The largest event in the region is the Kazakhstan Oil & Gas Exhibition (KIOGE) which took place in Almaty in October 2013 and was slightly smaller than the prior edition at 8,000m2 (2013: 8,200m2).
In Azerbaijan, ITE has once again experienced very strong growth backed by the country's continued economic expansion. This year helped by favourable timing and a biennial cycle the region achieved volume sales of 42,000m2 (2013: 24,700m2) an increase of 28% on the prior yearon a like-for-like basis. Revenues also increased strongly with all sectors showing good growth, especially Oil & Gas and Construction.
ITE's Uzbekistan business showed an increase in activity in 2014 selling 13,100m2 (2013:11,600m2) as a result of a number of events returning having "skipped" 2013. Excluding these timing differences, volumes and revenues were flat on a like-for-like basis.
Eastern & Southern Europe
The Eastern and Southern Europe region is represented by the Group's offices in Turkey and Ukraine. Overall the region sold 174,300m2 in 2014 (2013: 252,800m2), reflecting the impact of the political crisis in Ukraine and the closure of high-volume low margin events in Turkey. On a like-for-like basis excluding discontinued events this represented a decrease of 9% in volumes.
The Group's business in Ukraine has suffered heavily as a result of the political turmoil and civil war in the east of the country. ITE runs all of its Ukrainian events in Kiev and to the great credit of its dedicated staff it has continued to operate all events despite the troubles. The size and financial success of these events has declined in comparison to the prior year as the year has progressed, with a strong autumn season giving way to increasingly impacted events. Overall the Group sold 35,400m2 in Ukraine during the year generating revenues of £6 million, which represents a decline of 46% in both volumes and revenues on the prior year. The Group's profits from the region in 2014 have declined by circa £3 million in comparison to the prior year to less than £2 million, although the business remains profitable. With a population of over 45 million people and economy to be repaired, ITE remains committed to operating its business in this region and believes it offers attractive returns in the longer-term.
As part of ITE's on-going review of its event portfolio the Group has reshaped its Turkish business during 2014, with the discontinuation of a number of high volume, low margin events; IMOB (furniture), TATEF (industrial machinery), Promuturk (promotional gifts) & Stationery. It now has a portfolio of high quality international events in its core sectors (Construction, Travel, Beauty and Food), all of which are free from the pressures of industry associations and operate at international profit margins. The acquisition of Beauty Eurasia announced in early October 2013 with its high level of international participants is in line with this strategy and improves the quality of the Turkish events portfolio and supports the Group's establishment of an international Beauty brand.
Overall total volumes in Turkey were 138,900m2 (2013: 186,700m2), reflecting these changes. On a like-for-like basis excluding discontinued events volume sales were 4% ahead of last year and revenues were 3% down, although revenues were significantly ahead of the prior year in constant currency terms. In terms of specific events within the region, Turkeybuild, the pre-eminent construction event in Turkey, took place in early May and delivered its largest ever event with volume sales of 36,300m2. The event enjoys strong demand for additional space from its exhibitors and the completion of additional capacity at the venue will allow the event to grow from the 2015 edition onwards. The Group's leading regional travel event EMITT again produced a record performance selling over 28,000m2.
Asia
The Group's operations in this region are based in India, China and South East Asia. These regions representrelativelynew markets for ITE in which to grow our existing products and develop new sectors. These markets are characterized by fast growing economies, underpinned by a rapidly expanding aspirational middle class population which is expected to drive consumer demand. In addition, they have relatively immature exhibition industriesfor the size of their economies and these two factors combine to offer excellent growth opportunities for ITE over the medium term. The Group's operations in this region are largely through a series of joint venture arrangements and the Group's income statement reflects only those revenues over which it has majority ownership, which totalled £5.7 million during the year (2013: £3.7 million), with profits largely recognised through the joint venture and associate line. In comparison revenues generated by 100% of the joint venture and associate businesses totalled around £35 million during the year.
The Indian exhibition industry offers significant potential due to the current lack of international quality venue space within the country which is severely limiting the industry at present. The Group operates two business in India: one through a small wholly owned subsidiary, ITE India, and the other through a 28.3% stake in ABEC, India's largest private exhibition organiser. ABEC'sportfolio of 19 exhibitions across 11 sectors includes Acetech - India's leading construction event. Both businesses performed well this year, with ABEC delivering record profits and completing the successful launch of the Indian Travel and Tourism event. ITE India welcomed back its two leading biennial events MMMM and Paperex both of which showed good growth.
In China the Group operates through its Hong Kong headquartered 50% joint venture partner Sinostar which runs the Chinacoat/Surface Finishing China event. The Group acquired the interest shortly before the November 2013 event which was a record size selling over 34,000m2. The Group is now looking to expand its portfolio of events in the coating sectors through a mixture of new launches and acquisitions.
In South East Asia the Group operates through three organisations based in Malaysia and Indonesia. In Kuala Lumpur, Malaysia the Groupowns 75% of Tradelink which runs the Metaltech event, serving the machine tool technology and metal fabrication industries. The event, which sells over 12,000m2, takes place each May in Kuala Lumpur and performed well although it is likely to remain at its present size until construction of a new venueis completed in two to three years' time. Also based in Kuala Lumpur are ECMI in which the Group has a 50% holding, and which operates the pan-ASEA professional beauty event series "Cosmobeaute" and the laboratory equipment "Lab" exhibitions. These acquisitions, and ECMI in particular, offer the Group a base of operations from which to replicate its events across the region, and the Group has already successfully launched the inaugural Oil and Gas and Cosmobeatueeventsin Myanmar, Paperex in Indonesia, Cosmobeaute in Thailand and TransAsia in Singapore.
The Group further expanded its South-East Asian operations in June with the acquisition of 50% of PT Debindo based in Jakarta, Indonesia. The company runs the Indobuildtech series of construction exhibitions, the largest of which takes place annually in Jakarta, and has already begun to leverage its international sales expertise in this sector to secure international participation at the 2015 event.
UK & Western Europe
The Group's business in the UK is focused on the fashion industry. In MODA the Group owns the leading midmarket fashion event for Womenswear, Menswear, Footwear and Lingerie which runs twice a year in Birmingham. In London the Group operates Bubble, a niche high-end Childrenswear event; Jacket Required, a designer-led menswear event; and Scoop, a designer-led Womenswear event which the Group completed the purchase of during the year. Overall the portfolio achieved volumes sales of 42,800, a 4% decline on a like-for-like basis with continued growth in the London based events, especially at Jacket Required and Scoop, partially offsetting declines at MODA which continues to see the effects of a changing market place for midmarket independent fashion retailers. The Group is now looking to take its expertise in the fashion sector outside the UK and during the year it acquired a 40% interest in "The Hub" a designer-led menswear event in Hong Kong.
Lentewenc, based in Warsaw, in which the Group has a 40% stake, continued to build its business and now runs events in 4 sectors (Construction, Food, Healthcare and Transport).
Chief Financial Officer's statement
Revenue and gross profit
Revenue for the year was £174.8 million (2013: £192.3 million) and gross profit for the year was £80.8 million (2013: £88.1 million), maintaining a gross margin of 46% (2013: 46%) in the Group's weaker biennial year.
Administrative expenses across the Group decreased to £42.0 million from £44.5 million in the previous year. Administrative expenses include significant non-cash items, including an amortisation charge of £11.8 million on acquired intangibles (2013: £13.1 million), an impairment charge of £6.2 million on goodwill relating to our business in Ukraine (2013: nil), a charge for share-based payments of £0.5 million (2013: £2.2 million) and a foreign exchange gain of £4.0 million arising on the revaluation of foreign currency monetary assets (2013: a loss of £0.2 million).
Excluding these non-cash items, administrative expenses decreased by £1.5 million to £27.5 million (2013: £29.0 million) primarily as a result of the strength of sterling against the Ruble, in which a significant portion of overhead costs are incurred. Overall, Group administrative expenses excluding non-cash items and transaction related costs represented 15% of revenue (2013: 15%).
Operating profit was £41.8 million against a prior year profit of £45.0 million, resulting in net operating margins of 24% (2013: 23%) for the year.
Headline pre-tax profit for the year was £60.3 million (2013: £59.4 million).
Reconciliation of profit on ordinary activities before taxation to headline pre-tax profit
| 2014 | 2013 | |
| £000 | £000 | |
| Profit on ordinary activities before taxation | 41,478 | 43,894 |
| Operating items | ||
| Amortisation of acquired intangibles | 11,815 | 13,116 |
| Impairment of goodwill | 6,212 | - |
| Profit on disposal of investments included within administrative expenses | (716) | - |
| Recognition of negative goodwill from bargain purchase | (463) | - |
| Transaction costs (completed and pending) | 1,582 | 1,178 |
| Exceptional income | - | (109) |
| Tax on income from associates and joint ventures | 868 | 105 |
| Financing items | ||
| (Gain) / loss on settlement of contingent consideration | (297) | 75 |
| (Gain) / loss on revaluation of put option liabilities | (318) | 825 |
| Unwind of discount of put option liabilities | 100 | 281 |
| Headline pre-tax profit | 60,261 | 59,365 |
| Other operating income | £0.4 million (2013: £0.3 million) |
Other operating income represents rental income earned from subletting surplus office space, principally at ITE's London office.
| Investment revenue | £1.0 million (2013: £1.1 million) |
Investment revenue came from interest on bank deposits of £0.4 million (2013: £1.0 million), a gain on the revaluation of put options of £0.3 million (2013: nil) and a gain on revaluation of contingent consideration of £0.3 million (2013: nil). In the prior year there was also a gain on cashflow hedges pf £0.1 million.
| Finance costs | £1.4 million (2013: £2.2 million) |
Finance costs represent the interest cost of the Group's borrowings of £0.7 million (2013: £0.5 million), bank charges of £0.6 million (2013: £0.5 million) and an imputed interest charge arising on the discounting of the Group's put option liabilities of £0.1 million (2013: £0.3 million). In the prior year there was also a loss on the revaluation of put options on acquisitions of £0.8 million, and a loss on the revaluation of contingent consideration of £0.1 million.
Tax charge
The tax charge of £7.4 million represents 18% of profit before tax (2013: 19%). The Group continues to focus on tax efficiency across the Group, with the reduction in the tax rate this year primarily resulting from efficiencies within the Group structure.
Earnings per share
Basic earnings per share decreased by 3% to 13.8p (2013: 14.2p). Diluted earnings per share also decreased by 2% to 13.8p (2013: 14.0p).
The Group achieved headline diluted earnings per share of 20.2p (2013: 19.3p). Headline diluted earnings per share is based upon profit for the financial year attributable to equity holders of the parent, before amortisation and impairment of acquired intangible assets and goodwill, any profits or losses on disposal of Group undertakings, revaluation of financial liabilities in relation to put options over non-controlling interests, imputed interest charges on discounted put option liabilities and transaction costs relating to completed and pending acquisitions and disposals.
Return to shareholders
The Group has recommended a final dividend of 4.9p per share for 2014, to bring the total dividend for the year to 7.4p per share (2013: 7.0p), an increase of 6%.
ITE is committed to maximising shareholder value through a long-term progressive dividend policy, set against a principle of maintaining at least two times cover across the biennial cycle, together with the re-investment of profits into expanding the business.
Cash flow
Cash generated from operations in the year was £48.5million (2013: £67.1 million), which after adjusting for the non-cash foreign exchange gain of £4.0 million (2013: a loss of £0.2m) and venue advances of £6.9 million (2013: utilisation of £4.7 million) represents 98% of headline profits (2013: 105%). The principal applications of cash were £50.7 million applied to acquisitions (2013: £26.1 million); £6.9 million applied to new venue loans and advances (2013: utilisation of £4.7 million); £8.7 million was paid in tax (2013: £11.1 million); and £17.4 million was distributed as dividends to the Group's shareholders (2013: £16.4 million). The decrease in net cash balances over the year was £38.3 million, with the Group being £14.8 million in net debt at 30 September 2014 (2013: net cash of £23.5 million).
Acquisitions
On 15 October 2013, ITE acquired Platform Exhibitions Inc, which runs the Beauty Eurasia event, for cash consideration of £9.0 million, £3.3 million of which was deferred and paid in September 2014. This event contributed revenue of £1.9 million and £1.1 million of profit before tax to the Group's headline results.
On 1 December 2013, the Group exercised its call option to acquire the 60% of Scoop International Fashion Limited which it did not already own. Cash consideration of £1.8 million was paid.
On 3 February 2014, the Group's put option to acquire the 90% of Summit Trade Events Limited which it did not already own was exercised. Summit is organizer of a number of Oil & Gas events in Turkmenistan. Cash consideration of £1.1 million was paid and further consideration of £0.3 million is payable contingent on performance of the business in 2015.
Investments in Joint Ventures and Associates
On 15 November 2013, the Group acquired a 50% stake in Sinostar ITE which owns ChinaCoat and SFChina, the leading coatings and surface finishing exhibitions in China. The initial investment comprised £30.2 million cash with a further amount of £3.9 million payable contingent on the performance of the business to 31 March 2014. This deferred element was paid in two tranches, with the final tranche of £2.8 million paid in October 2014.
On 10 June 2014, the Group acquired a 50% stake in Debindo ITE which owns Indobuildtech, the leading construction show in Indonesia. The initial investment comprised £3.0 million cash, with a further amount estimated at £1.9 million payable in 2015 contingent on the results of the 2015 show.
Balance Sheet
The Group's consolidated balance sheet at 30 September 2014 is summarised in the table below:
| 30 September 2014 | 30 September 2013 | |||
| Assets £m |
Liabilities £m |
Net assets £m |
Net assets £m |
|
| Goodwill and intangibles | 102.4 | 0.0 | 102.4 | 122.3 |
| Property, plant and equipment | 2.2 | 0.0 | 2.2 | 2.3 |
| Venue advances | 10.2 | 0.0 | 10.2 | 4.1 |
| Cash | 28.1 | 0.0 | 28.1 | 26.4 |
| Bank Loan | 0.0 | (42.9) | (42.9) | (3.0) |
| Other current assets and liabilities | 45.0 | (84.1) | (39.1) | (49.0) |
| Provisions - non-current | 0.0 | (0.2) | (0.2) | (0.4) |
| Deferred tax | 1.9 | (10.9) | (9.0) | (9.3) |
| Other non-current assets and liabilities | 53.7 | 0.0 | 53.7 | 15.9 |
| Total as at 30 September 2014 | 243.5 | (138.1) | 105.4 | 109.3 |
Net assets decreased by £3.9 million to £105.4 million. The main changes are in net cash (a decrease of £38.3 million), investments in joint ventures and associates (an increase of £34.5 million), goodwill and intangibles (a decrease of £19.9 million), the net derivative financial instruments balance (an increase of £8.0 million) and the movement in deferred revenue (a decrease of £16.0 million).
Goodwill and intangible assets
Goodwill and intangible assets have decreased during the year due to the retranslation of overseas balances to Sterling at year end exchange rates and an impairment of goodwill relating to our business in Ukraine. Whilst the Ukrainian business remains profitable, a review of this business using prudent future growth rates results in a £6.2 million impairment of the goodwill balance. This decrease is partly offset by the acquisition of Beauty Eurasia. The intangible assets balance represents acquired customer relationships, trademarks and licenses, visitor databases and computer software.
Investment and capital expenditure
The Group's capital expenditure on plant and equipment increased slightly during the year to £1.4 million (2013: £0.9 million) and included exhibition equipment, office fixtures and fittings. Capital expenditure on computer software in the year was £1.5 million (2013: £0.8 million). The increase reflects continued investment in computer software to enhance our exhibition visitor experiences, develop our office network and support our sales, marketing and accounting functions.
Venue arrangements
The Group has long-term arrangements with its principal venues in its main markets setting out ITE's rights over future venue use and pricing.
The Group funds the development of venues and facilities where improvements will enhance the prospects and profitability of its business. The funding can take the form of a prepayment of future venue fees ('advance payment'), or a loan which can be repaid by cash or by offset against future venue fees ('venue loan'). Generally the funding brings rights over future venue use and advantageous pricing arrangements through long-term agreements. Venue loans and advance payments are included in the Balance Sheet under non-current and current assets.
At 30 September 2014, the Group's Sterling value of the outstanding balances of advance payments and venue loans was £10.2 million (2013: £4.1 million) as follows:
| 30 September 2013 £m |
New £m |
Repayments £m |
Forex £m |
30 September 2014 £m |
|
| Russia | 2.7 | 8.4 | (3.1) | (0.5) | 7.5 |
| Central Asia & Caucasus | 0.3 | 1.2 | (0.8) | (0.1) | 0.6 |
| Eastern & Southern Europe | 1.1 | 2.0 | (0.8) | (0.2) | 2.1 |
| Total | 4.1 | 11.6 | (4.7) | (0.8) | 10.2 |
Share capital
During the year the Company issued 348,000 (2013: 509,117) ordinary shares of 1p in the year. All of the total new issues were pursuant to the exercise of options and yielded aggregate consideration of £11,930. During the year the Company purchased an additional 1,665,000 shares for the Employees Share Option Trust ('ESOT') for a cost of £3,751,118. As at 30 September 2014 ESOT held 3,703,588 (1.5%) of the Company's issued share capital (2013: 3,654,988 (1.5%)).
Reserves
The movement in the translation reserve from £12.1 million to £33.3 million represents the loss on the retranslation of the Group's overseas assets denominated in foreign currencies. This is driven primarily by movements in Sterling/Ruble and Sterling/Ukrainian Hryvnia exchange rates. The movement in the hedge reserve from a debit balance of £0.4 million to a credit balance of £3.1 million primarily represents the gain on revaluation of Euro derivative instruments deemed effective hedges. The reduction in the put option reserve follows the acquisition of the remaining 20% equity stake in Turkeybuild that the Group did not own which was exercised in April 2014.
Treasury
During the year, the Group experienced a net foreign exchange gain of £4.0 million (2013: loss of £0.2 million). The exchange rate for the Euro at 30 September 2014 was €1.28:£1 (30 September 2013: €1.19:£1); the exchange rate for the Ruble at 30 September 2014 was R63.8:£1 (30 September 2013: R52.0:£1); the exchange rate for the US Dollar at 30 September 2014 was $1.63:£1 (30 September 2013: $1.61:£1).
During the year, 42% of the Group's sales were priced in Euros, 33% in Rubles, 8% in GBP, 3% in US Dollars, the balance being in various local currencies.
The average exchange rates used to translate sales into Sterling were: R58.7:£1 (2013: R48.9), €1.22:£1 (2013: €1.20:£1). The Group estimates that a 1 cent movement in the Euro impacts profit by £250,000 and a 1 Ruble movement impacts profit by £500,000.
The Group uses derivative instruments and currency borrowings to protect itself against the effect of currency fluctuations on a proportion of its sales and its balance sheet. The Group's policy on derivative instruments is that:
> it will hedge no more than 75% of the value of anticipated Euro denominated sales derived from outside Russia and the CIS; and
> it will only enter into derivative transactions up to 36 months ahead.
At 30 September 2014, the Group had entered into forward contracts to sell Euros for Sterling between October 2014 and September 2017. The value of the contracts is €82.2 million at an average rate of €1.21:£1. These instruments are designated as hedging instruments.
The Group finances its operations through cash holdings and banking facilities. The objective of the Group is to maximise investment income and minimise interest costs, bearing in mind its liquidity requirements.
Group borrowing facilities
The Group has long-term borrowing facilities provided by Barclays Bank and HSBC. The arrangements extend until 30th June 2018 and consist of revolving credit facilities totalling £80 million.
At 30 September 2014 the Group had borrowings in the form of revolving credit facility drawings of £42.9 million denominated in Sterling (2013: total borrowings of £20.6 million of which £15.9 million was denominated in sterling, £1.8 million denominated in US dollars and £2.9 million denominated in Euros).
For short-term debt, such as overdraft facilities or debt with a term of less than 12 months, fixed or floating rates of interest are used. For debt with a term of greater than 12 months, when the borrowing is not covered by existing cash holdings, it is policy that management will review the Group's exposure to interest rate movements and fix interest rates to the extent deemed appropriate. It is Group policy that its cash balances are not invested in instruments that would put the capital value at risk. All invested funds have a determinable rate of interest.
Liquidity risk
The Group policy is to ensure continuity of funding for operational needs through cash deposits and debt facilities as appropriate. The key requirement for the business is to maintain flexibility to allow the Group to take advantage of opportunities that could arise over the short-term. The needs of the business are determined on a rolling cash flow forecast basis, covering weekly, monthly, annual and 3-years' requirements. Short-term flexibility is maintained by holding cash in current accounts and high liquidity money market funds. The Group has overdraft facilities in place both to permit currency borrowing as part of its foreign exchange management and to allow flexibility in where it holds its cash balances.
The Group is conscious of the risks associated with holding deposits in foreign-domiciled banks. The territories in which ITE operates do not all have internationally recognised banks and the Group has relationships with a number of domestic banks. The Group seeks to use the territories' leading banks and to minimise the level of cash held in such banks. Of the Group's total cash balance of £28.1 million as at 30 September 2014, 58% was held in institutions with a rating of grade A or above and 33% in B to BBB+.
Going concern
The Group and Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Chief Executive's Review and Divisional Trading Summary. The financial position of the Group and Company, its cash flow, liquidity position and absence of net long-term borrowings are described within this Finance Director's statement. In addition, note 21 refers to the Group and Company's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk.
After making enquiries, reviewing the Group and Company's forecasts and projections and taking account of reasonably possible changes in trading performance, the Directors have a reasonable expectation that the Group has adequate resources to continue its operations for the foreseeable future. For this reason, they have adopted the going concern basis in preparing the Annual Report and Financial Statements.
Neil Jones
Chief Financial Officer
Consolidated Income Statement
For the year ended 30 September 2014
| 2014 | 2013 | ||
| Notes | £000 | £000 | |
| Continuing operations | |||
| Revenue | 2, 3 | 174,827 | 192,261 |
| Cost of sales | (94,067) | (104,118) | |
| Gross profit | 80,760 | 88,143 | |
| Other operating income | 369 | 278 | |
| Administrative expenses | (27,982) | (31,229) | |
| Amortisation of acquired intangibles | 13 | (11,815) | (13,116) |
| Impairment loss | 12 | (6,212) | - |
| Foreign exchange gain / (loss) on operating activities | 3,986 | (154) | |
| Total administrative expenses | (42,023) | (44,499) | |
| Income from associates and joint ventures | 16 | 2,725 | 1,080 |
| Operating profit | 41,831 | 45,002 | |
| Investment revenue | 4 | 1,026 | 1,063 |
| Finance costs | 5 | (1,379) | (2,171) |
| Profit on ordinary activities before taxation | 6 | 41,478 | 43,894 |
| Tax on profit on ordinary activities | 8 | (7,399) | (8,223) |
| Profit for the period | 34,079 | 35,671 | |
| Attributable to: | |||
| Equity holders of the parent | 33,903 | 34,665 | |
| Non controlling interests | 24 | 176 | 1,006 |
| 34,079 | 35,671 | ||
| Earnings per share (p) | |||
| Basic | 10 | 13.8 | 14.2 |
| Diluted | 10 | 13.8 | 14.0 |
The accompanying notes 1 to 9 form an integral part of the consolidated financial statements.
Consolidated Statement of Comprehensive Income
| For the year ended 30 September 2014 | 2014 | 2013 | |
| Notes | £000 | £000 | |
| Profit for the period attributable to shareholders | 34,079 | 35,671 | |
| Cash flow hedges: | |||
| Movement in fair value of cash flow hedges | 3,708 | (4,623) | |
| Fair value of cash flow hedges released to the income statement | 741 | (1,031) | |
| Currency translation movement on net investment in subsidiary undertakings | (21,149) | (7,054) | |
| 17,379 | 22,963 | ||
| Tax relating to components of comprehensive income | 8 | (912) | 1,393 |
| Total comprehensive income for the period | 16,467 | 24,356 | |
| Attributable to: | |||
| Owners of the company | 16,291 | 23,350 | |
| Non-controlling interests | 24 | 176 | 1,006 |
| 16,467 | 24,356 | ||
All items recognised in comprehensive income may be reclassified subsequently to the income statement.
The accompanying notes 1 to 9 form an integral part of the consolidated financial statements.
Consolidated Statement of Changes in Equity
For the year ended 30 September 2014
| Share capital |
Share premium account |
Merger reserve |
Capital Redemp-tion 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 2013 | 2,494 | 2,938 | 2,746 | 457 | (3,530) | 119,335 | (7,108) | (12,120) | (433) | 104,779 | 4,519 | 109,298 |
| Net profit for the year | - | - | - | - | - | 33,903 | - | - | - | 33,903 | 176 | 34,079 |
| Currency translation movement on net investment in subsidiary undertakings | - | - | - | - | - | - | - | (21,149) | - | (21,149) | - | (21,149) |
| Movement in fair value of cash flow hedges | - | - | - | - | - | - | - | - | 3,708 | 3,708 | - | 3,708 |
| Fair value of cash flow hedges released to the income statement | - | - | - | - | - | - | - | - | 741 | 741 | - | 741 |
| Tax relating to components of comprehensive income | - | - | - | - | - | - | - | - | (912) | (912) | - | (912) |
| Total comprehensive income for the period | - | - | - | - | - | 33,903 | - | (21,149) | 3,537 | 16,291 | 176 | 16,467 |
| Dividends paid | - | - | - | - | - | (17,722) | - | - | - | (17,722) | (668) | (18,390) |
| Exercise of share options | 3 | 9 | - | - | 1,640 | (217) | - | - | - | 1,435 | - | 1,435 |
| Share-based payments | - | - | - | - | - | 447 | - | - | - | 447 | - | 447 |
| Purchase of shares for ESOT | - | - | - | - | (3,751) | - | - | - | - | (3,751) | - | (3,751) |
| Tax credited to equity | - | - | - | - | - | 60 | - | - | - | 60 | - | 60 |
| Sale of minority interest | - | - | - | - | - | 94 | (283) | - | - | (189) | 34 | (155) |
| Acquisition of subsidiary | - | - | - | - | - | - | - | - | - | - | - | - |
| Exercise of put option on acquisition of non-controlling interest | - | - | - | - | - | (2,774) | 5,893 | - | - | 3,119 | (3,119) | - |
| Balance as at 30 September 2014 | 2,497 | 2,947 | 2,746 | 457 | (5,641) | 133,126 | (1,498) | (33,269) | 3,104 | 104,469 | 942 | 105,411 |
The accompanying notes 1 to 9 form an integral part of the consolidated financial statements.
Consolidated Statement of Changes in Equity
For the year ended 30 September 2013
| Share capital |
Share premium account |
Merger reserve |
Capital Redemp-tion 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 2012 | 2,489 | 2,793 | 2,746 | 457 | (5,183) | 101,183 | (11,510) | (5,066) | 5,221 | 93,130 | 6,696 | 99,826 |
| Net profit for the year | - | - | - | - | - | 34,665 | - | - | - | 34,665 | 1,006 | 35,671 |
| Currency translation movement on net investment in subsidiary undertakings | - | - | - | - | - | - | - | (7,054) | - | (7,054) | - | (7,054) |
| Movement in fair value of cash flow hedges | - | - | - | - | - | - | - | - | (4,623) | (4,623) | - | (4,623) |
| Fair value of cash flow hedges released to the income statement | - | - | - | - | - | - | - | - | (1,031) | (1,031) | - | (1,031) |
| Tax relating to components of comprehensive income | - | - | - | - | - | 1,393 | - | - | - | 1,393 | - | 1,393 |
| Total comprehensive income for the period | - | - | - | - | - | 36,058 | - | (7,054) | (5,654) | 23,350 | 1,006 | 24,356 |
| Dividends paid | - | - | - | - | - | (16,361) | - | - | - | (16,361) | (1,254) | (17,615) |
| Exercise of share options | 5 | 145 | - | - | 1,653 | (1,249) | - | - | - | 554 | - | 554 |
| Share-based payments | - | - | - | - | - | 2,219 | - | - | - | 2,219 | - | 2,219 |
| Tax credited to equity | - | - | - | - | - | 458 | - | - | - | 458 | - | 458 |
| Acquisition of subsidiary | - | - | - | - | - | - | (1,215) | - | - | (1,215) | 715 | (500) |
| Exercise of put option on acquisition of non-controlling interest | - | - | - | - | - | (2,973) | 5,617 | - | - | 2,644 | (2,644) | - |
| Balance as at 30 September 2013 | 2,494 | 2,938 | 2,746 | 457 | (3,530) | 119,335 | (7,108) | (12,120) | (433) | 104,779 | 4,519 | 109,298 |
The accompanying notes 1 to 9 form an integral part of the consolidated financial statements
| Consolidated Statement of Financial Position For the year ended 30 September 2014 |
|||
| 2014 | 2013 | ||
| Notes | £000 | £000 | |
| Non-current assets | |||
| Goodwill | 11 | 67,016 | 78,575 |
| Other intangible assets | 13 | 35,405 | 43,734 |
| Property, plant and equipment | 14 | 2,198 | 2,316 |
| Interests in associates & joint ventures | 16 | 52,367 | 17,916 |
| Venue advances and other loans | 17 | 6,311 | 3,508 |
| Derivative financial instruments | 21 | 1,315 | 141 |
| Deferred tax asset | 22 | 1,931 | 2,112 |
| 166,543 | 148,302 | ||
| Current assets | |||
| Trade and other receivables | 17 | 44,666 | 50,881 |
| Tax prepayment | 17 | 2,211 | 3,332 |
| Derivative financial instruments | 21 | 1,985 | 586 |
| Cash and cash equivalents | 17 | 28,145 | 44,040 |
| 77,007 | 98,839 | ||
| Total assets | 243,550 | 247,141 | |
| Current liabilities | |||
| Bank overdraft | 18 | - | (17,577) |
| Trade and other payables | 19 | (21,615) | (21,202) |
| Deferred income | 19 | (60,776) | (76,806) |
| Derivative financial instruments | 21 | (1,515) | (4,840) |
| Provisions | 20 | (181) | (404) |
| (84,087) | (120,829) | ||
| Non-current liabilities | |||
| Bank loan | 18 | (42,900) | (3,000) |
| Provisions | 20 | (220) | (421) |
| Deferred tax liabilities | 22 | (10,932) | (11,443) |
| Derivative financial instruments | 21 | - | (2,150) |
| (54,052) | (17,014) | ||
| Total liabilities | (138,139) | (137,843) | |
| Net assets | 105,411 | 109,298 | |
| Equity | |||
| Share capital | 23 | 2,497 | 2,494 |
| Share premium account | 2,947 | 2,938 | |
| Merger reserve | 2,746 | 2,746 | |
| Capital redemption reserve | 457 | 457 | |
| ESOT reserve | (5,641) | (3,530) | |
| Retained earnings | 133,126 | 119,335 | |
| Translation reserve | (33,269) | (12,120) | |
| Hedge reserve | 3,104 | (433) | |
| Put option reserve | (1,498) | (7,108) | |
| Equity attributable to equity holders of the parent | 104,469 | 104,779 | |
| Non controlling interests | 24 | 942 | 4,519 |
| Total equity | 105,411 | 109,298 | |
The accompanying notes 1 to 9 form an integral part of the consolidated financial statements.
The financial statements of ITE Group plc, registered company number 01927339, were approved by the Board of Directors and authorised for issue on 1 December 2014. They were signed on their behalf by:
| Russell Taylor | Neil Jones | ||||
| Chief Executive Officer | Chief Financial Officer | ||||
| Consolidated cash flow statement For the year ended 30 September 2014 |
|||||
| Notes | 2014 | 2013 | |||
| £000 | £000 | ||||
| Operating activities | |||||
| Operating profit from continuing operations | 3 | 41,831 | 45,002 | ||
| Adjustments for non cash items: | |||||
| Depreciation and amortisation | 6 | 13,289 | 14,312 | ||
| Impairment of goodwill | 6 | 6,212 | - | ||
| Share-based payments | 26 | 447 | 2,219 | ||
| Share of profit from associates & joint ventures | 16 | (2,725) | (1,080) | ||
| Decrease in provisions | (424) | (361) | |||
| Loss / (profit) on disposal of plant, property and equipment | 6 | 52 | (7) | ||
| Foreign exchange (gain) / loss on operating activities | 6 | (3,986) | 154 | ||
| Profit on disposal of investments | 12 | (716) | - | ||
| Recognition of negative goodwill from bargain purchase | 12 | (463) | - | ||
| Fair value of cash flow hedges recognised in the income statement | 725 | (1,012) | |||
| Dividends received from associates & joint ventures | 16 | 3,734 | 900 | ||
| Operating cash flows before movements in working capital | 57,976 | 60,127 | |||
| Decrease / (increase) in receivables | 14,683 | (5,983) | |||
| Venue advances and loans | (11,613) | (867) | |||
| Utilisation & repayment of venue loans | 4,689 | 5,588 | |||
| (Decrease) / increase in deferred income | (16,030) | 11,483 | |||
| Increase in payables | (1,244) | (3,239) | |||
| Cash generated from operations | 48,461 | 67,109 | |||
| Tax paid | (8,691) | (11,090) | |||
| Net cash from operating activities | 39,770 | 56,019 | |||
| Investing activities | |||||
| Interest received | 4 | 411 | 1,006 | ||
| Investment in associates & joint ventures | 16, 19 | (35,118) | (16,098) | ||
| Proceeds received from demerger | 16 | 2,482 | - | ||
| Acquisition of businesses - cash paid | 12, 19 | (13,701) | (4,936) | ||
| Purchase of plant, property & equipment and computer software | 13, 14 | (2,886) | (1,738) | ||
| Disposal of plant, property & equipment and computer software | 13, 14 | 222 | 142 | ||
| Disposal of minority stake | 12 | 128 | - | ||
| Cash paid to acquire non controlling interests | 12 | (4,456) | (5,030) | ||
| Net cash utilised from investing activities | (52,918) | (26,654) | |||
| Financing activities | |||||
| Equity dividends paid | (17,407) | (16,351) | |||
| Dividends paid to non-controlling interests | 24 | (668) | (1,254) | ||
| Interest paid | 5 | (1,263) | (952) | ||
| Proceeds from the issue of share capital & exercise of share options | 23 | 1,435 | 554 | ||
| Acquisition of shares for ESOT | (3,751) | ||||
| Drawdown / (repayment) of borrowings | 22,323 | (8,194) | |||
| Net cash inflow / (outflow) from financing activities | 669 | (26,197) | |||
| 2014 | 2013 | ||
| £000 | £000 | ||
| Net (decrease) / increase in cash and cash equivalents | (12,479) | 3,168 | |
| Cash and cash equivalents at beginning of period | 44,040 | 41,734 | |
| Effect of foreign exchange rates | (3,416) | (862) | |
| Cash and cash equivalents at end of period | 28,145 | 44,040 | |
| Cash generated from the business | |||
| Cash generated from operations | 48,461 | 66,209 | |
| Interest received | 411 | 1,006 | |
| Interest paid | (1,263) | (952) | |
| 47,609 | 66,263 | ||
| Free cash flow from the business | |||
| Cash generated from the business | 47,609 | 66,263 | |
| Tax paid | (8,691) | (11,090) | |
| 38,918 | 55,173 | ||
Net debt reconciliation
| At 1 October 2013 | Cashflow | Foreign exchange | At 30 September 2014 |
|
| £000 | £000 | £000 | £000 | |
| Cash | 44,040 | (12,479) | (3,416) | 28,145 |
| Debt due within one year | (17,577) | 17,577 | - | - |
| Debt due after one year | (3,000) | (39,900) | - | (42,900) |
| Net cash / (debt) | 23,463 | (34,802) | (3,416) | (14,755) |
The accompanying notes 1 to 9 form an integral part of the consolidated financial statements.
Notes to the consolidated accounts
For the year ended 30 September 2014
1 Basis of preparation
Whilst the financial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards ("IFRS"), this announcement does not contain sufficient information to comply with IFRS's.
The Company expects to publish full financial statements that comply with IFRS in December 2014. These will be available at www.ite-exhibitions.com.
The financial information set out above does not constitute the Company's statutory accounts for the years ended 30 September 2014 or 2013, but is derived from those accounts. Statutory accounts for 2013 have been delivered to the Registrar of Companies and those for 2014 will be delivered following the Company's annual general meeting. The auditors have reported on those accounts; their reports were unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under s498(2) or (3) Companies Act 2006 or equivalent preceding legislation.
2 Impact of new accounting standards
New, revised or changes to existing standards which have been adopted by the Group in the year ended 30 September 2014
The following new standards and interpretations have been adopted in the current year but have not impacted the reported results or the financial position:
· Amendment to IAS 19 'Employee Benefits';
· Amendment to IAS 27;
· Amendment to IAS 28;
· Amendment to IAS 32;
· Amendment to IFRS 7;
· IFRS 10 'Consolidated Financial Statements';
· IFRS 11 'Joint Arrangements';
· IFRS 12 'Disclosure of Interests in Other Entities'; and
· IFRS 13 'Fair Value Measurement'
The adoption of these new standards and interpretation has not changed any previously reported figures. Adoption of IFRS 12, IFRS 13 and the amendments to IAS 32 and IFRS 7 have resulted in additional disclosures being made, but have not changed the underlying figures included in the financial statements.
New standards and interpretations not yet adopted
At the date of authorisation of these financial statements, the following standards and interpretations which have not been applied in these financial statements were in issue but not yet effective (and in some cases had not yet been adopted by the EU):
· Amendments to IAS 19;
· Amendments to IAS 36;
· Amendments to IAS 39;
· Amendments to IFRS 11;
· Amendments to IAS 16 and IAS 38;
· Amendments to IAS 27;
· Amendments to IFRS 10 and IAS 28;
· IFRS 9 'Financial Instruments - Classification and Measurement'; and
· IFRS 15 'Revenue from Contracts with Customers'
The Directors anticipate that the adoption of these standards and interpretations in future periods will have no material impact on the financial statements of the Group, except for:
§ IFRS 9 "Financial Instruments" - This will introduce a number of changes in the presentation of financial instruments.
3 Reconciliation of profit on ordinary activities before taxation to headline pre-tax profit
| 2014 | 2013 | |
| £000 | £000 | |
| Profit on ordinary activities before taxation | 41,478 | 43,894 |
| Operating items | ||
| Amortisation of acquired intangibles (note 13) | 11,815 | 13,116 |
| Impairment of goodwill (note 11) | 6,212 | - |
| Profit on disposal of investments included within administrative expenses (note 12) | (716) | - |
| Recognition of negative goodwill from bargain purchase (note 12) | (463) | - |
| Transaction costs (completed and pending) | 1,582 | 1,178 |
| Exceptional income | - | (109) |
| Tax on income from associates and joint ventures | 868 | 105 |
| Financing items | ||
| (Gain) / loss on settlement of contingent consideration (notes 4 & 5) | (297) | 75 |
| (Gain) / loss on revaluation of put option liabilities (notes 4 & 5) | (318) | 825 |
| Unwind of discount of put option liabilities (notes 4 & 5) | 100 | 281 |
| Headline pre-tax profit | 60,261 | 59,365 |
| Profit on ordinary activities before taxation is stated after charging/(crediting): | 2014 | 2013 |
| £000 | £000 | |
| Staff costs (note 7) | 40,514 | 42,718 |
| Depreciation of property, plant and equipment (note 14) | 769 | 816 |
| Amortisation of intangible assets (note 13) | 12,520 | 13,496 |
| Impairment of goodwill (note 11) | 6,212 | - |
| Profit on disposal of investments included within administrative expenses (note 12) | (716) | - |
| Recognition of negative goodwill from bargain purchase (note 12) | (463) | - |
| Loss / (profit) on sale of property, plant and equipment | 52 | (7) |
| Operating lease rentals - land and buildings (note 25) | 2,589 | 2,637 |
| Loss / (gain) on derivative financial instruments - cash flow hedges (notes 4 & 5) | 16 | (19) |
| (Gain) / loss on derivative financial instruments - put options (notes 4 & 5) | (318) | 825 |
| Foreign exchange (gain) / loss on operating activities | (3,986) | 154 |
4 Segmental information
IFRS 8 introduced the term Chief Operating Decision Maker (CODM). The Senior Management Board is considered to be the CODM and consists of Neil Jones (Chief Financial Officer), Stephen Keen, Suzanne King, Baris Onay, Nik Rudge, Alexander Shtalenkov, Russell Taylor (Chief Executive Officer) and Colette Tebbutt.
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.
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. No individual customer amounts to more than 10% of Group revenues.
| Year ended 30 September 2014 | Russia | Central Asia & Caucasus | Eastern & Southern Europe | UK & Western Europe | Asia | Total Group |
| £000 | £000 | £000 | £000 | £000 | £000 | |
| By geographical location of events / activities | ||||||
| Revenue | 102,851 | 33,509 | 21,125 | 11,677 | 5,665 | 174,827 |
| Headline pre-tax profit (note 6) | 44,051 | 11,804 | 7,056 | (6,625) | 3,975 | 60,261 |
| Operating profit | 39,369 | 11,291 | (4,929) | (4,812) | 912 | 41,831 |
| By origin of sale | ||||||
| Revenue | 69,371 | 19,443 | 24,871 | 49,113 | 12,029 | 174,827 |
| Headline pre-tax profit | 30,015 | 5,670 | 10,982 | 3,976 | 9,618 | 60,261 |
| Operating profit | 25,334 | 5,157 | (1,004) | 5,789 | 6,555 | 41,831 |
| Operating profit | 41,831 | |||||
| Investment revenue | 1,026 | |||||
| Finance costs | (1,379) | |||||
| Profit before tax | 41,478 | |||||
| Tax | (7,399) | |||||
| Profit after tax | 34,079 | |||||
| Capital expenditure | 622 | 278 | 240 | 1,680 | 66 | 2,886 |
| Depreciation and amortisation | 4,986 | 689 | 5,263 | 1,193 | 1,158 | 13,289 |
| Balance Sheet | ||||||
| Assets* | 73,577 | 18,043 | 41,106 | 39,239 | 67,433 | 239,398 |
| Liabilities* | 31,684 | 5,792 | 9,454 | 69,338 | 8,878 | 125,146 |
| Non Current Assets* | 47,421 | 9,476 | 30,577 | 15,166 | 61,972 | 164,612 |
* Segment assets and segment liabilities exclude current and deferred tax assets and liabilities.
The revenue in the year of £174.8 million includes £0.4 million (2013: £0.7 million) of barter sales.
Included within the headline pre-tax profit and operating profit of UK & Western Europe is £11.4 million and £10.5 million respectively of corporate costs.
Included within the operating profit of the Eastern & Southern Europe segment is an impairment charge in respect of Ukraine goodwill of £6.2 million.
| Year ended 30 September 2013 | Russia | Central Asia & Caucasus | Eastern & Southern Europe | UK & Western Europe | Asia | Total Group |
| £000 | £000 | £000 | £000 | £000 | £000 | |
| By geographical location of events / activities | ||||||
| Revenue | 121,138 | 28,836 | 28,930 | 9,696 | 3,661 | 192,261 |
| Headline pre-tax profit (note 6) | 48,367 | 10,375 | 8,662 | (8,557) | 518 | 59,365 |
| Operating profit | 41,639 | 10,260 | 2,691 | (8,247) | (1,341) | 45,002 |
| By origin of sale | ||||||
| Revenue | 86,290 | 16,010 | 30,546 | 49,403 | 10,012 | 192,261 |
| Headline pre-tax profit | 32,363 | 5,185 | 12,460 | 1,942 | 7,415 | 59,365 |
| Operating profit | 25,634 | 5,070 | 6,489 | 2,253 | 5,556 | 45,002 |
| Operating profit | 45,002 | |||||
| Investment revenue | 1,063 | |||||
| Finance costs | (2,171) | |||||
| Profit before tax | 43,894 | |||||
| Tax | (8,223) | |||||
| Profit after tax | 35,671 | |||||
| Capital expenditure | 286 | 176 | 52 | 394 | 13 | 921 |
| Depreciation and amortisation | 6,957 | 328 | 5,356 | 691 | 980 | 14,312 |
| Balance Sheet | ||||||
| Assets* | 88,308 | 15,735 | 50,741 | 54,812 | 32,102 | 241,698 |
| Liabilities* | (43,899) | (6,865) | (13,040) | (57,790) | (2,251) | (123,845) |
| Non Current Assets* | 54,764 | 8,508 | 40,765 | 14,305 | 27,848 | 146,190 |
* Segment assets and segment liabilities exclude current and deferred tax assets and liabilities.
Included within the headline pre-tax profit and operating profit of UK & Western Europe is £11.6 million and £11.0 million respectively of corporate costs.
Segmental results by origin of sale for the year ended 30 September 2013 have been restated to show the gross value of sales originated in each region, rather than the commission income only.
5 Investment revenue
| 2014 | 2013 | |
| £000 | £000 | |
| Interest receivable from bank deposits | 411 | 1,006 |
| Gain on revaluation of equity options | 318 | - |
| Gain on cashflow hedges | - | 57 |
| Gain on revaluation of contingent consideration | 297 | - |
| 1,026 | 1,063 | |
6 Finance costs
| 2014 | 2013 | |
| £000 | £000 | |
| Interest on overdrafts | 710 | 479 |
| Bank charges | 553 | 473 |
| Loss on settlement of contingent consideration | - | 75 |
| Loss on revaluation of put options | - | 825 |
| Loss on cashflow hedges | 16 | 38 |
| Imputed interest charge on discounted put option liabilities | 100 | 281 |
| 1,379 | 2,171 | |
7 Tax on profit on ordinary activities
Analysis of tax charge for the year:
| 2014 | 2013 | |
| £000 | £000 | |
| Group taxation on current year profit | ||
| UK corporation tax on profit for the year | (269) | 561 |
| Adjustment to UK tax in respect of previous years | 293 | (460) |
| 24 | 101 | |
| Overseas taxation - current year | 9,366 | 11,064 |
| Overseas taxation - previous years | (391) | (289) |
| 8,975 | 10,775 | |
| Current tax | 8,999 | 10,876 |
| Deferred tax | ||
| Origination and reversal of timing differences: | ||
| Current year | (1,600) | (2,653) |
| 7,399 | 8,223 | |
The tax charge for the year can be reconciled to the profit per the income statement as follows:
| 2014 | 2013 | |
| £000 | £000 | |
| Profit on ordinary activities before tax | 41,478 | 43,894 |
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 22% (2013: 23.5%) |
9,125 | 10,315 |
| Effects of: | ||
| Expenses not deductible for tax purposes | (141) | 1,269 |
| Changes in tax rates | - | (121) |
| Impairment of goodwill | 1,177 | - |
| Foreign exchange | 96 | - |
| Deferred tax assets not recognised | 363 | 155 |
| Withholding tax and other irrecoverable taxes | 996 | 841 |
| Adjustments to tax charge in respect of previous years | (592) | (800) |
| Deferred tax provision in respect of proposed dividends from overseas subsidiaries | 298 | 150 |
| Effect of different tax rates of subsidiaries operating in other jurisdictions | (3,323) | (3,381) |
| Associate tax | (600) | (205) |
| 7,399 | 8,223 | |
| 2014 | 2013 | |
| £000 | £000 | |
| Tax relating to components of comprehensive income; | ||
| Cash flow gains / (losses) - Current | (163) | 335 |
| Cash flow gains / (losses) - Deferred | (749) | 1,058 |
| (912) | 1,393 | |
| Tax relating to amounts credited / (charged) to equity; | ||
| Share options - Current | 194 | 498 |
| Share options - Deferred | (134) | (40) |
| 60 | 458 | |
| (852) | 1,851 | |
During the prior year the Group recognised directly in equity a deferred tax liability relating to goodwill arising on an historic acquisition. This deferred tax liability was not recognised on transition to IFRS in 2005.
8 Dividends
| 2014 | 2013 | |
| £000 | £000 | |
| Amounts recognised as distributions to equity holders in the year: | ||
| Final dividend for the year ended 30 September 2013 of 4.7p (2012 - 4.4p) per ordinary share | 11,581 | 10,717 |
| Interim dividend for the year ended 30 September 2014 of 2.5p (2013 -2.3p) per ordinary share | 6,141 | 5,644 |
| 17,722 | 16,361 | |
| Proposed final dividend for the year ended 30 September 2014 of 4.9p (2013 - 4.7p) per ordinary share | 12,055 | 11,549 |
The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. Under the terms of the trust deed dated 20 October 1998, the ITE Group Employees Share Trust, which holds 3,703,588 (2013: 3,654,988) ordinary shares representing 1.5% of the Company's called up ordinary share capital, has agreed to waive all dividends due to it each year.
9 Earnings per share
The calculation of basic, diluted and headline diluted earnings per share is based on the following earnings and the numbers of shares:
| 2014 | 2013 | |
| No.of shares (000) |
No.of shares (000) |
|
| Weighted average number of shares: | ||
| For basic earnings per share | 246,153 | 244,378 |
| Effect of dilutive potential ordinary shares | 326 | 2,647 |
| For diluted and headline diluted earnings per share | 246,479 | 247,025 |
Basic and diluted earnings per share
The calculations of basic and diluted earnings per share are based on the profit for the financial year attributable to equity holders of the parent of £33.9 million (2013: £34.7 million). Basic and diluted earnings per share were 13.8p and 13.8p respectively (2013: 14.2p and 14.0p respectively).
Headline diluted earnings per share
Headline diluted earnings per share is intended to provide a consistent measure of Group earnings on a year-on-year basis and is 20.2p per share (2013: 19.3p). Headline basic earnings per share is 20.2p per share (2013: 19.5p).
| 2014 | 2013 | |
| £000 | £000 | |
| Profit for the financial year attributable to equity holders of the parent | 33,903 | 34,665 |
| Amortisation of acquired intangible assets | 11,815 | 13,116 |
| Tax effect of amortisation of acquired intangible assets | (2,108) | (2,457) |
| Impairment of goodwill | 6,212 | - |
| Transaction costs | 1,582 | 1,178 |
| Exceptional income | - | (109) |
| Profit on disposal of investments | (716) | - |
| Recognition of negative goodwill from bargain purchase | (463) | |
| Gain on revaluation of equity options | (318) | 825 |
| Unwind of discount of put option liabilities | 100 | 281 |
| Loss / (Gain) on settlement of contingent consideration | (297) | 75 |
| Headline earnings for the financial year after taxation | 49,710 | 47,574 |
Responsibility statement
The responsibility statement below has been prepared in connection with the Group's full annual report for the year ending 30 September 2014. Certain parts thereof are not included within this announcement.
We confirm that to the best of our knowledge:
The accounts prepared in accordance with International Reporting Standards as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit and loss of the Company and the undertakings included in the consolidation taken as a whole; and the management report, which is incorporated in the directors' report, includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties they face
The responsibility statement was approved by the board of directors on 1 December 2014 and is signed on its behalf by:
Russell Taylor
Group Chief Executive Officer
Neil Jones
Group Chief Financial Officer
Financial Calendar
Final dividend 2014
Ex dividend date 7 January 2015
Record date 9 January 2015
Annual General Meeting 29 January 2015
Payment date 9 February 2015
Interim dividend 2015
Ex dividend date 24 June 2015
Record date 26 June 2015
Payment date 6 August 2015
This information is provided by RNS
The company news service from the London Stock Exchange
END
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