Tarsus Regulatory News (TRS)

3 Mar 2009 07:00



Tarsus Group PLC

3 March 2009

Annual Results for the Year Ended 31 December 2008

Strong performance in 10th Anniversary Year

Tarsus Group plc ('Tarsus' or 'the Group'), the international media group with interests in exhibitions, conferences, publishing and online media is pleased to report another strong performance in 2008, the 10th anniversary of the Group. 

Financial Highlights

• Adjusted profit before tax ahead of expectations at £10.7m.

• Operating cash flow at £17.0m, 137% of operating profits.

• Proposed annual increase in dividend of 20% to 6.0p - more than twice covered by

adjusted earnings per share.

Operational Highlights

• Largest event - Labelexpo Americas - grew revenues 10%. 

• Medical division revenue growth of 10%. 

• Resilient performance by restructured French division with revenues up 3%.

• Good performances from new launches in emerging markets.

• Revenue growth of 17% at our rebranded online-led business - Tarsus Online. 

• Group's change of domicile completed.

Financial Results

	2008	2007	2006	2008/2006 (%)
Revenue (£m)	42.5	46.0	26.3	61.6
Like-for-like revenue growth	+9%	+17%	+15%	n/a
Adjusted* profit before tax (£m)	10.7	13.0	7.3	46.6
Adjusted* EPS	13.1p	16.6p	10.3p	27.2
Dividend	6.0p	5.0p	4.0p	50.0
Operating Cash Flow (£m)	17.0	12.0	6.9	146.4
IFRS Results
	2008	2007	2006	2008/2006 (%)
Profit before tax and after exceptional items (£m)	5.7	11.9	7.0	(18.6)
Basic EPS	5.7p	15.2p	9.9p	(42.4)

A glossary of terms is provided in note 10. * Adjusted profits exclude exceptional charges of £2.4 m principally relating to one-off professional fees incurred as a result of the Group's change in domicile in the year.

Neville Buch, Chairman of Tarsus, commented:

"In its 10th anniversary year, Tarsus delivered another strong performance. The Group's strategy has been increasingly to diversify by both industry and geography and this has been and will continue to be of great benefit. In addition, we have managed our costs well and have continued to focus on maximising our cash generation.

The 20% increase in the proposed dividend means that dividends over the past five years will have grown at an annual compound rate of 22%.

The two largest events in the Group's portfolio take place in 2009 and bookings for both these biennials - Labelexpo Europe and the Dubai Airshow - remain strong. Trading for the year to date is in line with our expectations. We have deliberately adopted a cautious outlook for 2009 supported by high forward booking levels, continuing strong cash flows and the diverse nature of the Group's portfolio. "

FOR FURTHER INFORMATION, PLEASE CONTACT:

Tarsus Group plc:

Douglas Emslie, Group Managing Director: 020 8846 2700

Ashley Milton, Group Finance Director: 020 8846 2700

Media:

Matthew Moth, Madano Partnership: 020 7593 4000

Investors/Analysts:

Neville Harris, IRfocus: 020 7593 4015

Stephen Scott, Scott Harris: 020 7653 0030

  Chairman's and Managing Director's Statement

Overview

The strategy that your Group's management - with long experience in the exhibition industry - has followed over the last few years has resulted in Tarsus being much better positioned for more difficult economic conditions. This strategy has remained unchanged with the Group focused on delivering high quality products and market leading events to its increasingly international customer base.

Exhibitions remain a vital business-to-business sales channel and are capturing an increasing proportion of corporate marketing budgets. Tarsus has developed a portfolio of market-leading events with strong brand recognition including Labelexpo, Off-Price, World Anti-Aging Congress, Heavent and the Dubai Air Show.

An important part of our efforts has been to broaden the Group's range of activities and the portfolio is now significantly more diversified (both by industry and geography) than it was in 2002 when we started implementing our strategy. The evolution of the Group has also resulted in the majority of its earnings now being generated in US Dollars and Euros.

Operating Division Split (2007/2008 cycle)

	France	Medical	Online	Emerging Markets	Labels/ Packaging	Discount Clothing
Revenue (%)	40	14	4	17	16	9
Share of Operating profit (%)	33	21	7	8	16	15

Geographical Split (2007/2008 cycle)

	Europe	USA	Emerging Markets
Revenue (including JV's) (%)	55	28	17
Share of Operating profit (%)	48	44	8

Tarsus' emerging markets exposure has increased significantly. Whilst no country is immune to the current economic climate, these markets are expected to exhibit much higher growth than the developed economies of the world.

Tarsus has continued to focus on cost control and cash management. In the last eighteen months our French division has restructured its cost base, the benefits of which will be felt in 2009. The Group as a whole remains strongly cash generative. 

Financial Results

We are pleased to report that 2008 - Tarsus' 10th anniversary - was another excellent year for the Company with like-for-like revenue growth, excluding any currency movements, of 9%. 

In a year that did not contain our two largest exhibitions, Group revenue was robust at £42.5m (2007: £46.0m), profit before tax and after exceptional items was £5.7m (2007: £11.9m) and adjusted profit before tax was £10.7m (2007: £13.0m). Basic earnings per share were 5.7p (2007: 15.2p) and adjusted earnings per share were 13.1p (2007: 16.6p).

Considering the biennial nature of the Group's revenues, a like-for-like comparison of the 2008 results should be made with those from 2006. This illustrates a strong performance for Tarsus over the period. Group revenue increased from £26.3m in 2006 to £42.5m in 2008, an increase of 62%; adjusted profit before tax from £7.3m to £10.7m, an increase of 47% and adjusted earnings per share from 10.3p to 13.1p, an increase of 27%.

Tarsus now produces nearly all of its profits from outside the UK. During the year, the Group decided to change its domicile to be tax resident in the Republic of Ireland. This was completed in the fourth quarter of 2008 and is expected to have a positive impact on earnings per share in the medium-term.

The Group has incurred exceptional one-off costs in 2008 resulting from the change in domicile and French reorganisation. These costs, which together totalled £2.4m, have been excluded from adjusted profits.

The Directors are proposing a final dividend of 4p per share, bringing the total for the year to 6p per share - more than twice covered by adjusted earnings per share. This is an increase of 20% over 2007 and 50% over the dividend for 2006. The final dividend, which is subject to Shareholder approval, is proposed to be paid on 11 May 2009 to Shareholders on the Register of Members of the Company on 27 March 2009. A scrip dividend will continue to be offered as an alternative.

Debt

Adjusted operating cash conversion in 2008 was again strong at 137% of adjusted operating profit (109% in 2007), driven by a continued focus on working capital management and the growth of our business.

During the period the Group generated £17.0m (2007: £8.2m) of cash from continuing operations. Net debt at 31 December 2008 closing exchange rates was £34.0m (2007: £29.0m). This net debt figure was impacted by a £7.2m adverse foreign exchange movement as a result of Sterling's depreciation against the US Dollar and the Euro, without which net debt would have reduced on a pro-forma basis during the period by 8% from £29.0m to £26.8m.

During the year the Group put its bank facilities out to competitive tender and has entered into a new £46m multi-currency facility, at competitive rates, to 30 September 2011. 

Operating Review

Geographical Analysis

	USA				Europe				Emerging Markets
(£m)	2008	2007	2006		2008	2007	2006		2008	2007	2006
Revenue	15.2	10.1	10.7		23.4	25.7	14.7		3.9	10.2	1.0
Adjusted profit before tax	8.2	4.2	5.9		5.1	8.4	2.3		-	2.2	0.2

United States

Our US division produced strong growth in both revenues and adjusted profits in an increasingly difficult economic environment. 

Labelexpo returned to the US in 2008 and was the Group's biggest event of the year. Performance was strong with like-for-like revenue growth of 10% and good attendee numbers. Exhibitors enjoyed high levels of business interest and, as a result, re-bookings for the 2010 show currently stand at over 80% of the 2008 edition. 

Our Off-Price clothing division has two main shows each year in February and August. The February show performed well producing revenues 6% ahead of the 2007 event. Given the deteriorating retail climate in the US, we budgeted cautiously for the August show. A 4% like-for-like decline in sales of August was in line with our expectations - there was limited impact upon profitability owing to tight cost control. 

Our Medical division grew its total global revenues by 10% in 2008. This division continued to expand the depth and breadth of its offering by strengthening the educational element of the events. The event in Orlando in April produced revenues 33% ahead of the prior year; the mid-year event in Washington D.C. grew revenues by 6% and the largest event in the portfolio - the December Las Vegas event - produced marginally lower revenues than in 2007. Critically, Las Vegas attendee numbers were strong and overall satisfaction rates were high. Las Vegas exhibitor revenues were lower reflecting a more cautious approach by customers as the economic climate became more difficult.

Outside the US, the first European Medical event took place in Dusseldorf in September and the first Middle East event took place in November in Dubai. Encouragingly for first time events, both were profitable. This geographical roll-out will continue in 2009 with a new event planned for Sao Paolo, Brazil.

Europe

With Labelexpo returning to the US, performance in Europe was determined largely by our French business which produced like-for-like revenue growth of 3%. 

The Mod'Amont (clothing accessories) exhibition in February was the largest event in the first half and produced revenues 12% higher than the previous year - the Autumn edition grew its revenues 6%. IP Convergence in October, which is France's largest IT event, enjoyed 7% revenue growth. Revenues from our Heavent products grew 5% slowed by some consolidation in the industry. The smaller exhibitions in the second half of the year were affected by a worsening economic climate and some of which fell below our expectations. Revenues from our portfolio of print directories declined marginally but strong cost controls resulted in a slightly increased profit contribution.

The Group further reorganised its French division. Early in 2008, this division was consolidated into one office in Paris and throughout the year the balance of personnel was increasingly focused towards sales. This process was successfully overseen by Romauld Gadrat, our French Managing Director, who joined the Group when his exhibition business Heavent (now our largest French exhibition) was acquired by Tarsus in 2005. Following the completion of this reorganisation, Bernard Becker stepped down from the Main Board of the Group. He will, however, continue as non-executive President of Tarsus France.

Our Online division continued to make excellent progress and grew its revenues by 17% in the year. This business was expanded into the United States in the early part of the year. 

Emerging Markets

Dubai

The acquisition of Fairs & Exhibitions in November 2007 gave the Group a base from which to launch events into the rapidly developing Dubai economy. The performance of our Dubai business is heavily weighted towards odd years owing to the occurrence of the Dubai Airshow. 

In the first half of 2008, two new events were launched, both of which were profitable. These were GESS, an educational event and AIME (Aircraft Interiors Middle East). In November, the second edition of the business aviation show MEBA took place and with revenues three times greater than the equivalent event in 2007, produced profits ahead of our expectations. 75 aircraft were exhibited compared with 31 in 2007 and approximately $1.5 billion of business was written by customers at the event.

India

The first edition of the India Label Show under our ownership in December produced a very substantial improvement in profitability compared with the previous edition in 2006, despite being impacted by the terrorist attacks in Mumbai the week before the event.

China

Our Chinese portfolio continued to develop well in 2008. The fourth edition of the travel show COTTM saw revenues up 35% with attendance almost doubling. Our Chinese joint venture, Hope, the largest independent exhibition organiser in the key Central China region, made good progress in repositioning its portfolio and focusing on its core sectors of medical equipment, industrial equipment and leisure. 

Outlook

The global economy clearly faces a challenging year in 2009. However, bookings for the Group's largest events this year, the biennial Labelexpo Europe and Dubai Airshow, remain strong. 

Labelexpo Europe is the world's leading event for the labelling industry and continues to expand through the introduction of new technologies and increased geographic penetration. Contracted revenues at the end of February 2009 are currently ahead of the 2007 edition.

The Dubai Airshow, along with the shows at Farnborough and Paris, is one of the top three air shows worldwide. The show will remain at its existing venue as the infrastructure at the new airport may not be ready by November 2009. The existing site is being expanded to accommodate the projected growth of the 2009 event. Since announcing this development to our customers, sales have remained strong and contracted revenues are currently ahead of the previous cycle.

Sterling's weakness late in 2008 did not impact materially on our trading results. At our 2009 budgeted rates of £1:$1.5 and £1:€1.05, we would anticipate a significant positive impact on the outcome for 2009. 

Trading for the year to date is in line with your Directors' expectations. We were particularly pleased with the performance of our February 2009 Off-Price show in Las Vegas. Exhibitor numbers were slightly down and the strong US Dollar compensated in Sterling terms for a decrease in revenues. Attendee numbers were up a record 15% - a great achievement in the current retail environment in America. Mod'Amont, also in February, demonstrated the advantages of its position as the definitive exhibition worldwide for clothing accessories. Visitor attendance was virtually unchanged and like-for-like revenues marginally down.

The Board have deliberately adopted a cautious outlook for 2009 supported by high forward booking levels, which currently stand at 51% of our full year expectations - the same level as the previous cycle - and continuing strong cash flows from the Group's portfolio. 

Neville Buch  Douglas Emslie 

Chairman Group Managing Director

3 March 2009  3 March 2009

FINANCIAL REVIEW

GROUP RESULTS

An analysis of Tarsus' trading results is set out in the Chairman's and Managing Director's Statement. 

The Group's interest cost was £1.8m (2007: £1.3m) reflecting the significant increase in Libor in the second half of 2008 and an increase in net debt following the acquisition of Kern in November 2007. 

Reported Profit Before Tax was £5.7m (2007: £11.9m). Adjusted Profit Before Tax was £10.7m in 2008 (2007: £13.0m). Adjusted profits exclude one-off exceptional costs of £2.4m resulting from the Group's change of domicile and the restructuring of our French division.

Taxation

The reported tax charge is £1.7m (2007: £2.4m). The adjusted tax charge of £2.1m represents 20% of the Group's adjusted Profit Before Tax (2007: 20%). This effective rate is lower than the statutory rates applicable in the key jurisdictions in which the Group operates as a result of existing tax assets and efficient tax structures. We anticipate that this effective tax rate will further reduce in 2009 following a Group reorganisation completed in the final quarter of 2008.

Earnings per share

The Group reported basic earnings per share in 2008 of 5.7p (2007: 15.2p) and adjusted earnings per share of 13.1p (2007: 16.6p). Diluted earnings per share were 5.6p (2007:14.9p).

Dividends

The Directors have proposed a final dividend of 4.0p per share, bringing the total for the year ended 31 December 2008 to 6.0p (2007: 5.0p).

CASH & NET DEBT

Cash conversion

Tarsus continued to generate strong cash flows from its operations. The larger events typically have a positive working capital cycle and our business in general has a low capital investment requirement.

The biennial nature of the Group's event portfolio results in a reduction in net working capital (excluding cash) in the years, including 2008, that do not contain the two largest events. This occurs as cash is collected in advance, reducing trade debtors and increasing deferred income balances.

During 2008, the Group generated £17.0m of cash from operations (2007: £8.2 million, or £12.0m from underlying operations after adjusting for the cash effect of acquisitions made during the year) which represented a 137% conversion of adjusted operating profit (2007: 109%). This conversion rate reflects the cyclical factors noted above but also resulted from strong working capital management.

The key non-operating cash payments in 2008 included:

Net Debt

The Group's net debt was £34.0m at 31 December 2008 (31 December 2007: £29.0m), including £7.7m of cash (2007: £3.0m). On a constant currency basis, stripping out £7.2m of foreign exchange, net debt at 31 December 2008 was £26.8m, a reduction of £2.2m against opening net debt at 1 January 2008.

Tarsus' external bank debt is denominated in US Dollars (typically 70%), Euros (typically 20%) and Sterling (typically 10%). The dramatic weakening of Sterling against both the US Dollar and the Euro in 2008 had a significant impact on our net debt when translated into Sterling for reporting purposes. The US$ / £ exchange rate moved from 1.99 at 31 December 2007 to 1.46 at 31 December 2008 and the Euro / £ exchange rate moved from 1.36 to 1.05 during the same period. The overall impact of foreign exchange in 2008 was to increase our net debt on a pro-forma basis by £7.2m.

Foreign currency 

Tarsus' functional reporting currency is Sterling. In addition to Sterling, the principal functional currencies of the trading companies are the US Dollar and the Euro. 

The Group is exposed to the following foreign currency risks:

The Group has an element of natural hedge within its cash flows and debt and historically has not entered into external hedging arrangements to manage its foreign currency risk. As a result of the extreme volatility in foreign exchange rates over recent months, the Directors revised this policy in the final quarter of 2008 and specific forward currency contracts have been put in place, subsequent to the year end, to hedge the balance sheet carrying value of the Group's external foreign currency debt. In total 85% of the Group's external debt has now been specifically hedged.

The Group's translated trading results will continue to be impacted by movements in foreign currency exchange rates and the budgeted exchange rates in place for 2009, upon which our expectations are based, are 1.5 US$ / £ and 1.05 Euros / £.

Liquidity

Tarsus' funding strategy is to ensure that the business has sufficient resources to meet its various financial commitments on an ongoing basis. It achieves this objective by actively monitoring its forecast cash flows and requirements. The Group is cautious in its approach, applying appropriate sensitivities to both the quantum and timing of its projections. 

Cash and working capital management continue to be high priorities for the Group and additional controls and processes have recently been put in place to further support these activities. These include enhanced cost control procedures and detailed cash flow forecasting.

The Group manages its liquidity using operating cash deposits and external borrowing to ensure that it has sufficient and appropriate funds to meet both its immediate and longer term needs. 

In September 2008, the Group refinanced its external bank facilities and now has in place a multi-currency facility with a Sterling equivalent of £46 million (stated at our 2009 budget rates) maturing in September 2011. 

BALANCE SHEET

As at 31 December 2008 the Group had net assets of £35.4m (2007: £35.1m), an increase of £0.3m in the year. The principle underlying movements include intangible assets which have increased by £19.2m to £103.3m (2007: £84.1m) as a result of foreign currency retranslation and additions to goodwill and current liabilities which have increased by £25.6m from £36.8m to £62.4m resulting from an increase in trade payables and deferred income.

The carrying value of goodwill is assessed annually. When the recoverable value is determined to be less than the carrying value, an impairment provision is made, that provision being charged to the income statement. No such provision was made during the year.

Identifiable intangible assets are separately recognised from goodwill and amortised over their estimated useful lives.

It is the Group's policy to recognise the profits of an event only on completion. Until completion such revenue and costs are held on the balance sheet. Where a loss is predicted for an event, the loss is recognised in the income statement in the period the loss is first anticipated. Included in net current liabilities is deferred income of £23.3m (2007: £11.7m). Prepaid event costs of £2.9m (2007: £2.0m) are included in debtors.

The Group recognises liabilities in respect of deferred and contingent consideration payments for completed acquisitions. These are disclosed in the balance sheet within creditors, split between amounts due within one year of £8.0m (2007: £3.4m) and amounts due after more than one year £5.4m (2007: £6.1m).

Ashley Milton

Group Finance Director

3 March 2009

  

CONSOLIDATED INCOME STATEMENT

	Notes	Year to 31 December 2008 £000	Year to 31 December 2007 £000
Group revenue	2	42,508	45,991
Operating costs excluding exceptional items		(32,915)	(32,852)
Exceptional operating costs	3	(2,410)	-
Total operating costs		(35,325)	(32,852)
Group operating profit		7,183	13,139
Share of profit from joint ventures		247	121
Interest receivable		4	20
Interest payable and other financial expenses		(1,752)	(1,334)
Profit before taxation		5,682	11,946
Income taxation expense	4	(1,687)	(2,411)
Profit for the financial year		3,995	9,535
Profit for the financial year attributable to equity shareholders of the parent company	7	3,489	9,203
Profit for the financial year attributable to minority interests	7	506	332
		3,995	9,535

	Notes	Year to 31 December 2008	Year to 31 December 2007
Earnings per share (pence)	6
- basic		5.7	15.2
- diluted		5.6	14.9

Dividends	5	£000	£000
Equity - ordinary
Final dividend paid		2,130	1,623
Interim dividend paid		1,223	912
		3,353	2,535

  

CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE

	Year to 31 December 2008	Year to 31 December 2007
	£000	£000
Net foreign exchange gain/ (deficit) recognised directly in equity	90	(548)
Revaluation of trade investment	4	39
Movement in deferred tax relating to share options	-	(1,087)
Profit for the financial year	3,995	9,535
Total recognised income and expense for the year	4,089	7,939
Attributable to:
Equity holders of the parent	3,583	7,607
Minority interest	506	332
Total recognised income and expense for the year	4,089	7,939

  

CONSOLIDATED BALANCE SHEET

	Notes	31 December 2008 £000	31 December 2007 £000
NON-CURRENT ASSETS
Property, plant and equipment		1,221	627
Intangible assets		103,300	84,102
Investments in joint ventures		1,832	418
Other investments		849	760
Deferred tax assets		1,897	3,469
		109,099	89,376
CURRENT ASSETS
Trade and other receivables		25,165	15,998
Cash and cash equivalents		7,692	2,981
		32,857	18,979
CURRENT LIABILITIES
Trade and other payables		(29,395)	(15,402)
Deferred income		(23,259)	(11,738)
Bank overdrafts		-	(141)
Other interest bearing loans and borrowings		(7,074)	(7,431)
Liabilities for current tax		(1,751)	(2,124)
		(61,479)	(36,836)
NET CURRENT LIABILITIES		(28,622)	(17,857)
TOTAL ASSETS LESS CURRENT LIABILITIES		80,477	71,519
NON-CURRENT LIABILITIES
Other payables		(5,443)	(6,122)
Deferred tax liability		(5,046)	(5,902)
Interest bearing loans and borrowings		(34,581)	(24,428)
		(45,070)	(36,452)
NET ASSETS	2	35,407	35,067
EQUITY
Share capital	7	3,095	3,042
Share premium account	7	-	45,312
Other reserves	7	3,259	(2,840)
Retained earnings	7	28,311	(11,005)
Issued capital and reserves attributable to equity holders of the parent		34,665	34,509
MINORITY INTEREST	7	742	558
TOTAL EQUITY	7	35,407	35,067

  

CONSOLIDATED CASH FLOW STATEMENT

		Year to 31 December 2008 £000	Year to 31 December 2007 £000
Cash flows from operating activities
Profit for the year		3,995	9,535
Adjustments for:
Depreciation		128	259
Amortisation		2,324	669
(Profit)/loss on disposal of intangible assets		(91)	14
Share option charge		263	271
Share of operating profit in joint venture		(327)	(196)
Taxation charge - joint ventures		80	74
Taxation charge - other		1,687	2,411
Net interest		1,748	1,314
Operating cash flow before changes in working capital and provisions		9,807	14,351
Increase in trade and other receivables		(3,665)	(4,563)
Increase/(decrease) in current trade and other payables		10,863	(1,587)
Decrease in provisions		-	(43)
Cash generated from operations		17,005	8,158
Interest paid		(2,236)	(999)
Income taxes paid		(2,384)	(1,276)
Net cash from operating activities		12,385	5,883
Cash flows from investing activities
Interest received		6	20
Proceeds from sale of property, plant and equipment		-	2,502
Proceeds from sale of intangible assets		297	2,137
Acquisition of property, plant and equipment		(631)	(161)
Acquisition of subsidiaries, net of cash acquired		-	(15,768)
Acquisition of intangible assets		(1,990)	(4,150)
Acquisition of other investments		(1,198)	(650)
Deferred and contingent consideration paid		(3,178)	(510)
Net cash outflow from investing activities		(6,694)	(16,580)
Cash flows from financing activities
Net drawdown of borrowings		128	14,426
Proceeds from the issue of share capital		183	757
Cost of share issue		(60)	(26)
Dividends paid to shareholders in parent company		(3,174)	(2,204)
Dividends received from joint venture		118	-
Dividends paid to minority shareholders in subsidiaries		(322)	-
Net cash (outflow)/ inflow from financing activities		(3,127)	12,953
Net increase in cash and cash equivalents		2,564	2,256
Opening cash and cash equivalents		2,840	505
Effect of exchange rate fluctuations on cash held		2,288	79
Closing cash and cash equivalents		7,692	2,840

1. BASIS OF PREPARATION

The preliminary results for the year ended 31 December 2008 have been prepared on the basis of the recognition and measurement requirements of International Financial Reporting Standards (IFRS) as adopted by the EU and are in accordance with the Group's principal accounting policies, as stated in the Group's 2007 Annual Report and Accounts.

The financial information set out in this announcement does not constitute the Group's statutory financial statements for the years ended 31 December 2008 or 2007. This financial information has been extracted from the Group's Annual Report and Accounts for the year ended 31 December 2008 on which the auditors have not yet formally expressed an opinion. The Group intends to publish its 2008 Annual Report and Accounts in March 2009.

2. SEGMENTAL ANALYSIS

Primary segment

As at 31 December 2008, the Group was organised into three main geographical segments - Europe, US and Emerging Markets. These segments are the basis on which the Group reports its primary segment information.

The main activities of all segments are the production of exhibitions supported by other media activities related to those exhibitions.

The following table sets out the revenue and profit information and certain asset and liability information for the Group's business segments:

  

2. SEGMENTAL ANALYSIS (CONTINUED)

	31 December 2008
	Europe £000	US £000	Emerging markets £000	Central costs £000	Group £000
Group revenue	23,331	15,235	3,942	-	42,508
Profit/(loss) from operating activities	4,325	8,154	(32)	(5,264)	7,183
Net financing costs	-	-	-	(1,748)	(1,748)
Share of profit from joint ventures (post tax)	247	-	-	-	247
Profit/(loss) before taxation	4,572	8,154	(32)	(7,012)	5,682
Profit on disposal of intangible asset	-	-	-	(91)	(91)
Exceptional costs	460	-	-	1,950	2,410
Amortisation of intangible assets	-	-	-	2,324	2,324
Cost of share options	-	-	-	263	263
Tax on share of joint venture profit	80	-	-	-	80
Adjusted profit/(loss) before tax*	5,112	8,154	(32)	(2,566)	10,668
Segment assets	56,074	49,968	31,106	-	137,148
Share of joint venture assets	686	-	1,146	-	1,832
Unallocated assets	-	-	-	1,079	1,079
	56,760	49,968	32,252	1,079	140,059
Deferred tax assets					1,897
Total assets					141,956
Segment liabilities	(45,661)	(31,793)	(20,259)	-	(97,713)
Unallocated liabilities	-	-	-	(2,039)	(2,039)
	(45,661)	(31,793)	(20,259)	(2,039)	(99,752)
Liabilities for current tax					(1,751)
Deferred tax liabilities					(5,046)
Total liabilities					(106,549)
Capital expenditure	640	68	-	-	708
Depreciation charge	(88)	(11)	(29)	-	(128)
Amortisation charge	(302)	(1,684)	(338)	-	(2,324)
Total significant non-cash expenses	(390)	(1,695)	(367)	-	(2,452)

* Adjusted profit(loss) before tax excludes profit/loss on disposal of intangible assets, amortisation charges, exceptional operating costs, share option charges, and tax on profit from joint ventures.

  

2. SEGMENTAL ANALYSIS (CONTINUED)

	31 December 2007
	Europe £000	US £000	Emerging markets £000	Central costs £000	Group £000
Group revenue	25,692	10,104	10,195	-	45,991
Profit/(loss) from operating activities	7,978	3,860	2,167	(866)	13,139
Net financing costs				(1,314)	(1,314)
Share of profit from joint ventures (post tax)	121	-	-	-	121
Profit/(loss) before taxation	8,099	3,860	2,167	(2,180)	11,946
Loss on disposal of intangible assets	-	-	-	14	14
Amortisation of intangible assets	238	391	40	-	669
Cost of share options	-	-	-	271	271
Tax on share of joint venture profit	70	-	-	-	70
Adjusted profit/(loss) before tax*	8,407	4,251	2,207	(1,895)	12,970
Segment assets	44,068	33,786	26,081	-	103,935
Share of joint venture assets	418	-	-	-	418
Unallocated assets	-	-	-	533	533
Total assets	44,486	33,786	26,081	533	104,886
Deferred tax assets					3,469
Total assets					108,355
Segment liabilities	(30,817)	(22,320)	(10,715)	-	(63,852)
Unallocated liabilities	-	-	-	(1,410)	(1,410)
Total liabilities	(30,817)	(22,320)	(10,715)	(1,410)	(65,262)
Liabilities for current tax					(2,124)
Deferred tax liabilities					(5,902)
Total liabilities					(73,288)
Capital expenditure	120	41	-	-	161
Depreciation charge	(215)	(26)	(18)	-	(259)
Amortisation charge	(238)	(391)	(40)	-	(669)
Total significant non-cash expenses	(453)	(417)	(58)	-	(928)

* Adjusted profit before tax excludes profit/loss on disposal of intangible assets, amortisation charges, exceptional operating costs, share option charges, and tax on profit from joint ventures.

  

3. PROFIT AND LOSS ANALYSIS

The following analysis illustrates the performance of the Group's activities and reconciles the Group's statutory profit to adjusted profits. Adjusted results are presented to provide an indication of underlying financial performance and to reflect how the business is managed and measured on a day-to-day basis. The adjusted profit before tax excludes exceptional costs, share option charges, amortisation charges, tax on profit from joint ventures and profit on disposal of intangible assets.

	2008 £000	2007 £000
Group revenue	42,508	45,991
Operating costs	(35,325)	(32,852)
Group operating profit	7,183	13,139
Share of profit from joint ventures (post tax)	247	121
Net interest	(1,748)	(1,314)
Profit before taxation	5,682	11,946
Add back:
Exceptional costs	2,410	-
Share option charge	263	271
Amortisation charge	2,324	669
Tax on share of profit from joint ventures	80	70
(Profit)/loss on disposal of intangible assets	(91)	14
Adjusted profit before tax	10,668	12,970

Exceptional operating costs relate to professional fees incurred on the Group's redomicile to Ireland (£2.0m) and the restructuring of our French division (£0.4m).

  4. INCOME TAX EXPENSE

	2008 £000	2007 £000
Corporation tax:
UK tax on profits for the period	1,941	2,178
Overseas tax on profits for the period	1,259	706
Adjustments to UK corporation tax in respect of previous periods	(611)	(521)
Adjustments to overseas corporation tax in respect of previous periods	(65)	(554)
Overseas tax recoverable	(742)	-
Current tax charge for the period	1,782	1,809

Deferred tax:
Origination and reversal of temporary differences	(406)	741
Adjustment in respect of previous periods (tax losses recognised)	199	(144)
Adjustments in respect of previous periods (temporary difference recognised)	112	5
Total deferred tax	(95)	602
Tax charge for the year	1,687	2,411

The tax charge for the year is lower than the standard rate of corporation tax in the UK. The differences are explained below:

	2008 £000	2007 £000
Profit before taxation	5,682	11,946
Tax at the standard rate of corporation tax in UK of 28.5% (2007: 30%)	1,619	3,584
Effects of:
Expenses not deductible	1,150	381
Deductions for tax purposes	(22)	-
Overseas current period losses unrecognised	725	417
Utilisation of unrecognised losses	(251)	(144)
Effect of tax rates in overseas jurisdictions	169	247
Over provision in respect of prior periods	(365)	(1,075)
Current period credit for historic exposures	(522)	(438)
Other temporary differences	(50)	(566)
Impact of change in tax rates	-	5
Overseas tax recoverable	(741)	-
Other	(25)	-
Tax on profit on ordinary activities	1,687	2,411

  

5. DIVIDENDS 

	2008 £000	2007 £000
Dividend paid in cash or scrip
2007/2006 final dividend (3.5p/2.75p per share)	2,130	1,623
2008/2007interim dividend (2.0p/1.5p per share)	1,223	912
	3,353	2,535
Dividend proposed
Dividend proposed in the period (4.0p/3.5p per share)	2,476	2,130

The directors announced the proposed final dividend for 2008, of 4.0p per share, on 3 March 2009. Subject to approval at the Annual General Meeting on 30 April 2009 the proposed date of payment is 11 May 2009 to Shareholders on the Register of Members on 27 March 2009.

  

6. EARNINGS PER SHARE

	2008	2007
	Pence	Pence
Basic earnings per share	5.7	15.2
Diluted earnings per share	5.6	14.9
Adjusted earnings per share	13.1	16.6
Adjusted diluted earnings per share	12.9	16.2

Basic earnings per share

Basic earnings per share has been calculated on profits after tax attributable to ordinary shareholders for the year of £3,488,519 (2007: £9,202,718) and 61,291,256 (2007: 60,380,541) ordinary shares, being the weighted average number of shares in issue during the year.

Diluted earnings per share

Diluted earnings per share has been calculated on profits after tax attributable to ordinary shareholders for the year of £3,488,519 (2006: £9,202,718) and 62,100,858 (2007: 61,882,770) ordinary shares, being the weighted average number of shares in issue during the year calculated as follows:

Weighted average number of ordinary shares (diluted):

	2008	2007
Weighted average number of ordinary shares	61,291,256	60,380,541
Effect of share options	809,602	1,502,229
Weighted average number of ordinary shares (diluted)	62,100,858	61,882,770

Dilutive and anti-dilutive share options were determined using the average closing price for the period. The average share price used was 159 pence.

Adjusted earnings per share

Adjusted earnings per share is calculated using profit after tax attributable to equity shareholders, adjusted for exceptional costs, share option charges, amortisation charges, and excludes (loss)/profit on disposal of intangible assets, of £8,028,594 (2007: £10,021,819) and 61,291,256 (2007: 60,380,541) ordinary shares, being the weighted average number of shares in issue during the year.

Adjusted diluted earnings per share

Adjusted diluted earnings per share is calculated using profit after tax attributable to equity shareholders, adjusted for share option charges, amortisation charges, and excludes loss/profit on disposal of intangible assets, of £8,028,594 (2007: £10,021,819) and 62,100,858 (2007: 61,882,770) ordinary shares, being the weighted average number of shares in issue during the year.

  7. RECONCILIATION OF MOVEMENT IN EQUITY

				Other	Reserves
	Share	Share	Reorganisation	Capital	Fair	Foreign	Retained	Minority	Total
	capital	premium	Reserve	redemption	value	exchange	earnings	interest
		account			reserve	reserve
	£000	£000	£000	£000	£000	£000	£000	£000	£000
As at 31 December 2008:
Recognised foreign exchange losses for the period	-	-	-	-	-	90	-	-	90
Revaluation of trade investment	-	-	-	-	4	-	-	-	4
Total income and expense recognised directly in equity	-	-	-	-	4	90		-	94
Profit attributable to shareholders	-	-	-	-	-	-	3,489	-	3,489
Total recognised income and expense	-	-	-	-	4	90	3,489	-	3,583
Scrip dividend	6	173	-	-	-	-	-	-	179
New share capital subscribed	47	135	-	-	-	-	-	-	182
Cost of shares issued	-	(542)	-	-	-	-	-	-	(542)
Capital restructuring	-	(45,078)	6,013	-	-	-	39,065	-	-
Share option charge	-	-		-	-	-	263	-	263
Movement in reserves relating to share options	-	-	-	-	-	-	75	-	75
Movement in reserves relating to deferred tax previously posted to equity	-	-	-	-	-	-	(217)	-	(217)
Dividend paid to shareholders	-	-	-	-	-	-	(3,353)	-	(3,353)
Minority interest profit for the period	-	-	-	-	-	-	-	506	506
Dividend paid to minority shareholders in subsidiaries	-	-	-	-	-	-	-	(322)	(322)
Other	-	-	-	-	-	(8)	(6)	-	(14)
Net change in shareholders' funds	53	(45,312)	6,013	-	4	82	39,316	184	340
Opening equity shareholders' funds	3,042	45,312	-	(443)	39	(2,436)	(11,005)	558	35,067
Closing equity shareholders' funds	3,095	-	6,013	(443)	43	(2,354)	28,311	742	35,407

  

				Other	Reserves
	Share	Share	Reorganisation	Capital	Fair	Foreign	Retained	Minority	Total
	capital	premium	Reserve	redemption	value	exchange	earnings	interest
		account			reserve	reserve
	£000	£000	£000	£000	£000	£000	£000	£000	£000
As at 31 December 2007:
Recognised foreign exchange losses for the period	-	-	-	-	-	(548)	-	-	(548)
Movement in deferred tax relating to share options	-	-	-	-	-	-	(1,087)	-	(1,087)
Revaluation of trade investment	-	-	-	-	39	-	-	-	39
Total income and expense recognised directly in equity	-	-	-	-	39	(548)	(1,087)	-	(1,596)
Profit attributable to shareholders	-	-	-	-	-	-	9,203	-	9,203
Total recognised income and expense	-	-	-	-	39	(548)	8,116	-	7,607
Scrip dividend	7	323	-	-	-	-	-	-	330
New share capital subscribed	90	667	-	-	-	-	-	-	757
Cost of shares issued	-	(26)	-	-	-	-	-	-	(26)
Share option charge	-	-	-	-	-	-	271	-	271
Movement in reserves relating to share options	-	-	-	-	-	-	1,040	-	1,040
Dividend paid	-	-	-	-	-	-	(2,535)	-	(2,535)
Minority interest profit for the period	-	-	-	-	-	-	-	332	332
Net change in shareholders' funds	97	964	-	-	39	(548)	6,892	332	7,776
Opening equity shareholders' funds	2,945	44,348	-	(443)	-	(1,888)	(17,897)	226	27,291
Closing equity shareholders' funds	3,042	45,312	-	(443)	39	(2,436)	(11,005)	558	35,067

  8. GOING CONCERN

After considering the current financial projections of the Group and taking into account the cash needs of the business and availability of funds, the Directors have a reasonable expectation that the Group has adequate resources to continue its operations for the foreseeable future. For this reason, they continue to adopt a "going concern" basis in preparing this Statement of Annual Results.

9. RISKS RELATING TO TARSUS' BUSINESS

In accordance with the Disclosure and Transparency Rules issued by the Financial Services Authority and applicable to all listed companies, the Directors have identified below the key risks relating to the Group's business.

Tarsus' events and exhibitions business may be adversely affected by incidents which curtail travel, such as major terrorist attacks, higher oil prices or health pandemics

Tarsus' exhibitions businesses contribute approximately 90 per cent. of the Group's revenue. Visitors travel to these shows from around the world. Any incident that curtails travel, such as the 11 September 2001 terrorist attacks in the US, will have an impact on the running of an event that year and will, therefore, affect reported revenues.

The Group operates in a highly competitive environment that is subject to rapid change and Tarsus must continue to invest and adapt to remain competitive

The Group's business to business publishing and media businesses operate in highly competitive markets that continue to change in response to technological innovation and other factors. Tarsus cannot predict with certainty the changes that may occur and affect the competitiveness of its business. In particular, the means of delivering products and services may be subject to rapid technological changes. Tarsus cannot predict whether technological innovations will, in the future, make some of the Group's products or services, particularly those printed in traditional formats, wholly or partially obsolete. If this were to occur, the Group may be required to invest resources to adapt further to the changing competitive environment.

Expansion into new geographic regions subjects the Group to new operating risks

As a result of acquisitions and organic growth, the Group has operations in many geographic regions such as China, India, the United Arab Emirates and Latin America. Whilst the Group conducts its business on a global scale, growth in these regions presents logistical and management challenges due to different business cultures, laws and languages. This may result in incremental operational risks for the Group.

The ability of Tarsus to implement and execute its strategic plans depends on its ability to attract and retain the key management personnel required

The Group operates in a number of industry segments in which there is intense competition for experienced and highly qualified individuals. The Group cannot predict the future availability of suitably experienced and qualified people; it places significant emphasis on developing and retaining management talent. Accordingly, the Group has and will continue to implement a number of incentive schemes, to attract and motivate key senior managers. There can be no certainty that such retention policies and incentive plans will be successful for Tarsus in attracting and retaining the right calibre of key management personnel.

Fluctuations in exchange rates may affect the reported results

The Group is exposed to movements in foreign exchange rates against sterling for trading transactions and the translation of net assets and the income statements of overseas operations. The principal exposure is to the US dollar and Euro exchange rates, which form the basis of pricing for the Group's customers. The Group has an element of natural hedge within its costs and revenues and uses forward foreign exchange contracts to hedge the balance sheet carrying value of its foreign currency debt. The Group does not enter into any other external hedging arrangements for its foreign currency trading exposures.

Any increase in effective tax rates may adversely effect operating results

The Group operates in multiple jurisdictions and its profits are taxed pursuant to the tax laws of such jurisdictions. If Tarsus' effective tax rate increases in a future period, its operating results in general will be adversely impacted, and specifically its net profit and earnings per share will decrease. The Group's effective tax rate may be affected by changes in or interpretations of tax laws in any given jurisdiction, utilisation of net operating losses and tax credit carry forwards, changes in geographical allocation of income and expense, and changes in management's assessment of matters such as the ability to realise deferred tax assets. The Group's effective income tax rates in a given fiscal year reflect a variety of factors that may not be present in the succeeding fiscal year or years. As a result, the Group's effective corporation tax rate may increase in future periods.

Changes to data protection and privacy legislation could have an adverse impact on Tarsus' business

The Group will be required to comply with growing levels of data protection and privacy legislation governing increasing areas of its businesses. The need to comply with data protection legislation can affect the business in a number of ways including, for example, making it more difficult to grow and maintain marketing data and also through potential litigation relating to the alleged misuse of personal data. Whilst the Group will monitor these requirements by legal reviews, operational reviews and staff training to raise awareness of the need for compliance in this area, there can be no guarantee of compliance at all times.

There are inherent risks and uncertainties in connection with the Group's acquisition strategy

The Group will seek and effect appropriate acquisitions across various geographic regions, consequently exposing Tarsus to inherent risks and uncertainties associated with such acquisitions. The risks associated with such a strategy include the availability of suitable acquisitions, obtaining regulatory approval for any acquisition, and assimilating and integrating acquired companies into the Group. In addition, potential difficulties inherent in mergers and acquisitions may adversely affect the results of an acquisition. These include delays in implementation or unexpected costs or liabilities, as well as the risk of failing to realise operating benefits or synergies from completed transactions. Nor can there be any certainty that the benefits of acquisitions and strategic investments, including synergies, increased cash flows and other operational benefits, will be realised.

Economic and financial uncertainty

Recent turmoil in the financial, debt and commodities markets has had a significant adverse impact on certain sectors of the economy, in particular property, retail,  banking and financial services. Although, at present, the wider effect of such events is unknown, there is a significant risk that there will be a negative impact on businesses in other sectors (including Tarsus) and the wider economy. This may include, inter alia, difficulty of access to, or higher cost of, debt or equity financing, general economic weakness, restrained fiscal expenditure, higher taxes and inflationary pressures. Over the medium term (being longer than one year) this may impact the Group's revenues and margins and ultimately its earnings and share price.

Risks relating to Tarsus Shares

The trading price of Tarsus shares may be volatile and subject to wide fluctuations. The share price may fluctuate as a result of a wide variety of factors, including further issues of shares, the operating and share price performance of other companies in the industry and markets in which the Group operates; speculation about the business of the Group in the press, media or the investment community; the publication of research reports by analysts; and general market conditions.

10. GLOSSARY

Adjusted profit before tax:

Calculated using profit before tax adjusted for share option charges, amortisation charges, exceptional costs,  tax on profit from joint ventures and excludes profit/loss on disposal of intangible assets.

Adjusted tax charge:

Calculated using the reported tax charge adjusted for the tax affect of share option charges, amortisation charges, exceptional costs and joint ventures.

Adjusted EPS:

Calculated using profit after tax attributable to equity shareholders adjusted for share option charges, amortisation charges, exceptional costs and excludes profit/loss on disposal of intangible assets.

Operating Cash Flow:

Cash generated from operations adjusted for the effect of acquisitions and disposals made in the year.

Adjusted operating cash conversion:

Cash generated from operations adjusted for working capital acquired/disposed of 

in the period divided by operating profit adjusted for share option charges, amortisation charges, profit before tax from joint ventures, exceptional costs and excluding results from acquisitions and disposals made during the period.

Like-for-like revenue:

Calculated at constant exchange rates adjusted for biennial events, excluding

acquisitions impacting for the first time in 2008, disposals and non-recurring

products and items.

RESPONSIBILITY SATEMENT OF THE DIRECTORS

To the best of the knowledge of the Directors (whose names and functions are set out below), these condensed financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit for the Company and the undertakings included in the consolidation taken as a whole; and 

Pursuant to Disclosure and Transparency Rules, Chapter 4, the Directors' Report of the Company's annual 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 faced by the business.

Neville Buch	Chairman
Douglas Emslie	Group Managing Director
Ashley Milton	Group Finance Director
Robert Ware	Non Executive Director
Hugh Scrimgeour	Non Executive Director
Paul Keenan	Non Executive Director
Roger Pellow	Director
Peter Begg	Company Secretary

The Annual General Meeting will be held at One Spencer Dock, North Wall Quay, Dublin, Ireland on 30 April, 2009.

A copy of this report will also be available on the Group's website at 

www.tarsus-group.com.

ENDFR MGGGFRZMGLZM