RNS Number:5408F
Excel Airways Group PLC
24 December 2002
24 December 2002
EXCEL AIRWAYS GROUP PLC ("EAG")
PRELIMINARY RESULTS FOR THE YEAR ENDED 31 OCTOBER 2002
EAG, a UK charter airline servicing independent tour operators, announces maiden
preliminary results for the year ended 31 October 2002 following its successful
introduction to the Alternative Investment Market in November 2002.
Key Points
* Turnover increased 39% to #182.3 million (2001: #131.2 million) reflecting
the substantial growth in passenger numbers;
* Profit before tax and exceptional items increased 58% to #11.9 million
(2001: #7.5 million);
* Exceptional items included #7.4 million which was used to set up an
Employee Benefit Trust and #1.1 million relating to the group reorganisation
and admission to AIM;
* Adjusted earnings per share increased to 9.28p (2001: 5.52p), up 68%;
* Excel Airways capacity of 867,000 round-trip seats was sold by Excel
Aviation to a variety of tour operators, an increase of 224,000 seats over
previous year;
* Excel Aviation arranged 1.34 million seats (2001: 1.08 million seats) on
behalf of Excel Airways and various other airline operators, mainly to
destinations in Spain, Greece, Cyprus, Portugal, Egypt, Turkey and Italy;
* Freedom Flights sold approximately 120,000 seats, an increase of 48% over
the previous financial year. Increased seat capacity is being offered from
an additional number of UK regional airports for Summer 2003;
* Excel Airways was top of the punctuality league table for the second year
running at major base, Gatwick Airport;
Commenting on current trading and prospects, Eamonn Mullaney, Chairman said:
"Our Winter 2002/2003 season programme has been substantially arranged and we
are in the process of finalising the arrangements for the Summer 2003 season and
currently expect that Excel Aviation will arrange in excess of 1.6 million seats
in the financial year to 31 October 2003 (including 1.2 million seats to be
provided by Excel Airways).
In view of the good progress that has been made with customers and passengers to
date, the reasonable programme established for our aircraft over the quiet
Winter 2002/03 season and the indications of seat requirements being received
from our customers for the Summer 2003 season, we look forward to the future
with considerable optimism."
For further information, please contact:
Richard Darby 07970 799176
Suzanne Dunne 07776 234 600
Buchanan Communications 020 7466 5000
EXCEL AIRWAYS GROUP PLC
Chairman's statement
Following the recent admission of our company to the Alternative Investment
Market of the London Stock Exchange (AIM), I am pleased to be able to present
the first set of unaudited results for the group, prepared using the merger
method of accounting as explained in note 1.
Introduction
The past year has been one of the most important in our history, with the
successful introduction of the company to AIM on 20 November 2002. The company
believes it is now of sufficient size to operate independently of Libra Holidays
Group and, as we are UK based, it is appropriate that we are publicly quoted in
the UK.
Libra Holidays Group currently has an 81.7% holding in Excel Airways Group plc
with the bulk of the remainder held by management and employees.
Results
The financial year began under the shadow cast by the tragic events of 11th
September, which caused an initial downturn in winter business. We employed
extraordinary measures to improve winter cash flow and we made arrangements with
an airline customer to share the costs of standing down one of our aircraft,
which had been planned to operate for that airline during the winter. The
results of winter and summer trading were above our expectations and in the year
ended 31 October 2002, turnover increased to #182.3 million (2001:
#131.2million) reflecting the substantial growth in passenger numbers. Profit
before tax and exceptional items increased by 58% to #11.9 million (2001: #7.5
million). Exceptional items included #7.4 million, which represented
contributions to an employee benefit trust and #1.1 million relating to the
group reorganisation and admission to AIM. Adjusted earnings per share increased
68% to 9.28p (2001: 5.52p).
The Excel Airways Group comprises the airline Excel Airways, the seat broker
Excel Aviation and the seat retailer Freedom Flights.
* Excel Airways
During the financial year ended 31 October 2002, Excel Airways operated flights
to 75 destinations from it's three bases; Gatwick, Manchester and Glasgow, with
our core operational fleet of seven Boeing Next Generation 737-800 aircraft. A
further 737-800 and three 767-200s were leased in to meet the peak summer demand
only and flew in the Excel Airways livery, with on-board service provided by
Excel Airways' cabin crew. Our core fleet is reduced to four 737-800 aircraft in
the off peak winter season by leasing three aircraft to overseas airlines. Unit
costs are minimised through efficient aircraft utilisation and high density
cabin configuration.
Excel Airways' capacity of approximately 867,000 round-trip seats for the
financial year ended 31 October 2002, an increase of 224,000 seats over the
previous financial year, was sold by Excel Aviation to a variety of tour
operators, who buy in bulk to supply their package holiday programmes. Our close
links with Libra Holidays Group, which owns Libra Holidays and Sky Holidays,
accounted for approximately 28.25% of Excel Airways' capacity in the financial
year ended 31 October 2002.
* Excel Aviation
In the financial year ended 31 October 2002, Excel Aviation arranged
approximately 1.34 million seats (2001: 1.08 million seats) on behalf of Excel
Airways and various other airline operators, mainly to destinations in Spain,
Greece, Cyprus, Portugal, Egypt, Turkey and Italy. The strength of Excel
Aviation, we believe, lies in its ability to deliver flexible solutions to it's
tour operator customers requirements. We contract with our tour operating
customers on a seasonal basis (one season at a time), which allows us to respond
effectively to their demands and changing requirements.
* Freedom Flights
Freedom Flights is a seat only operator, which has experienced substantial sales
growth since it commenced trading in May 1999. In the financial year ended 31
October 2002, Freedom Flights sold approximately 120,000 seats, an increase of
approximately 48% over the previous financial year. We are offering increased
seat capacity from an additional number of UK regional airports for Summer 2003.
Freedom Flights has entered into a management arrangement with Excel Airways to
administer all internet-generated sales made via excelairways.com, thus enabling
the public to have direct access to Excel Airways seats for the first time.
* Customer Service
We believe that punctuality is a major factor used by our tour operator
customers and their clients in assessing a charter airline's service delivery
performance. Accordingly, after safety and security, we regard this aspect as a
very high priority. I am delighted to report that for the second year running
Excel Airways was top of the punctuality league table produced by Gatwick
Airport, our major base. We were also top in our first summer season at Glasgow
and a very close second at Manchester. I am grateful to all of our staff and
external agencies who rallied under our company slogan "On time is the only time
" to deliver again an excellent punctuality performance. This aspect of our
customer service will continue to form a key component of our product offering.
We aim to exceed passenger expectations of a charter airline with leather seats
and other in-flight comforts such as complimentary newspapers, wholesome
catering and enjoyable in-flight entertainment.
* Branding & website
In the Board's view, there is a strong awareness in the UK tour operator market,
in which we operate, of the Excel brand and the values it espouses. During
October 2002, we launched a #1 million main media advertising campaign of the
excelairways.com website to respond to a demand from members of the public to
access Excel Airways direct. The website is featured prominently on the side of
all Excel Airways' aircraft and we shall keep the requirement for further
investment in promotion of the website under constant review.
Strategy
Excel Airways seeks sustainable efficiency improvements and unit cost savings,
principally by:
* Matching capacity supply to seasonal customer demand by leasing in third
party capacity in Excel livery during the summer months and reducing its
core fleet by leasing out in the winter season;
* Maintaining efficient aircraft utilisation, accomplished mainly by
operating a young, reliable fleet to a well-planned, punctual schedule;
* Entering into multi-year contracts with suppliers which are generally on
3-5 year terms in order to facilitate smooth forward planning;
* Adopting a single class, high-density aircraft cabin layout in the core
fleet;
* Operating a core, single type fleet of 737-800s, thereby reducing
training, operational and management overheads;
* Using a simple business model.
Corporate governance
Although, as an AIM company, we are not required to comply with the Combined
Code, at the time of flotation the Board created a remuneration committee and an
audit committee with formally delegated duties. It is the company's intention
that these committees and the corporate governance ethic, which they embody,
will contribute to the effective management of the group's activities.
Dividends
During the year to 31 October 2002, Excel Airways Limited and Excel Aviation
Limited declared and paid 'special group dividends', totalling #6 million. No
further dividend in respect of the financial year to 31 October 2002 will be
proposed or paid. It is our intention to pay, in respect of each financial year,
an interim dividend in November and a final dividend in April of the following
financial year, in the proportions of approximately one-fifth and four-fifths
respectively.
Current trading and prospects
Our Winter 2002/2003 season programme has been substantially arranged and we are
encouraged by the progress to date. Excel Airways has planned a satisfactory
flying program for four 737-800s during this current winter period and has
leased out the other three aircraft to overseas airlines. We also have access on
a no commitment basis to a 767-200 in Excel Airways livery, which has enabled us
to meet tour operator demand for peak capacity over winter weekends and school
holiday periods. We are currently in the process of finalising the arrangements
for the Summer 2003 season and currently expect that Excel Aviation will arrange
in excess of 1.6 million seats in the financial year to 31 October 2003
(including 1.2 million seats to be provided by Excel Airways). In addition to
the four summer only aircraft currently leased in, Excel Airways has agreed to
wet lease in an additional three 757-200 aircraft during the Summer 2003 season.
In view of the good progress that has been made with customers and passengers to
date, the reasonable programme established for our aircraft over the quiet
Winter 2002/2003 season and the indications of seat requirements being received
from our customers for the Summer 2003 season, we look forward to the future
with considerable optimism.
Our core business continues to be the supply of good quality airline seat
capacity to independent tour operators. Our mission is to become the UK's
leading charter airline and we are grateful for the support we receive from our
customers, the dedication of our staff and the commitment of our third party
suppliers in the ongoing quest for the achievement of this goal.
Eamonn Mullaney
Chairman 24 December 2002
Unaudited consolidated profit and loss account for the year ended 31 October
2002
Continuing operations
Acquisition Total Total
Note 2002 2002 2002 2001
#'000 #'000 #'000 #'000
Turnover 179,448 2,890 182,338 131,173
Cost of sales (159,801) (1,842) (161,643) (120,745)
_______ _______ _______ _______
Gross profit 19,647 1,048 20,695 10,428
Distribution costs - (1,132) (1,132) -
Administrative expenses (15,505) (893) (16,398) (5,501)
Other operating income - - - 267
_______ _______ _______ _______
Operating profit/(loss) before goodwill 12,167 (463) 11,704 7,110
amortisation and exceptional items
Contributions to employee benefit trust 2 (6,918) (486) (7,404) -
Costs of reorganisation and introduction to 2 (1,107) - (1,107) -
AIM
Write off of costs in relation to 727 2 - - - (1,916)
aircraft fleet
Goodwill amortisation - (28) (28) -
_______ _______ _______ _______
Operating profit/(loss) 4,142 (977) 3,165 5,194
Share of operating (loss)/profit in (138) 89
associated undertaking
_______ _______
Group operating profit 3,027 5,283
Interest receivable and similar income 447 377
Interest payable and similar charges (95) (50)
_______ _______
Profit on ordinary activities before 3,379 5,610
taxation
Taxation on profit on ordinary activities 3 (796) (1,651)
_______ _______
Profit on ordinary activities after 2,583 3,959
taxation
Dividends 4 (6,000) (4,000)
_______ _______
Retained loss for the financial year (3,417) (41)
_______ _______
Earnings per share - basic 5 2.69p 4.12p
- diluted 5 2.69p 4.12p
_______ ______
Earnings per share before
exceptional items - basic 5 9.28p 5.52p
- diluted 5 9.28p 5.52p
_______ _______
All recognised gains and losses are included in the profit and loss account.
Unaudited consolidated balance sheet at 31 October 2002
Note 2002 2002 2001 2001
#'000 #'000 #'000 #'000
Fixed assets
Intangible assets 437 -
Tangible assets 3,604 1,534
Investment in associated undertaking - 328
_______ _______
4,041 1,862
Current assets
Stocks 150 150
Debtors - due within one year 6 13,971 7,746
- due after more than one year 6 3,918 3,224
17,889 10,970
Cash at bank and in hand 20,420 20,315
_______ _______
38,459 31,435
Creditors: amounts falling due
within one year 7 (35,318) (23,107)
_______
Net current assets 3,141 8,328
_______ _______
Total assets less current liabilities 7,182 10,190
Creditors: amounts falling due
after more than one year 8 (1,238) (32)
Provisions for liabilities and charges (139) (936)
_______ _______
(1,377) (968)
_______ _______
Net assets 5,805 9,222
_______ _______
Capital and reserves
Called up share capital 9 4,800 4,800
Merger reserve 1,275 1,275
Profit and loss account (270) 3,147
_______ _______
Shareholders' funds - equity 5,805 9,222
Unaudited consolidated cash flow statement for the year ended 31 October 2002
Note 2002 2001
#'000 #'000
Net cash inflow from operating activities 11 13,578 10,431
Returns on investments and servicing of finance 12 352 327
Taxation (1,195) (2,043)
Capital expenditure 12 (2,465) (728)
Acquisitions and disposals 12 1,613 (89)
Equity dividends paid (6,000) (4,000)
_______ _______
Net cash inflow before use of liquid resources and financing 5,883 3,898
Management of liquid resources (2,004) (7,159)
Financing 12 1,292 (49)
_______ _______
Increase/(decrease) in cash in the year 5,171 (3,310)
_______ _______
Reconciliation of net cash flow to movement in net funds 2002 2001
#'000 #'000
Increase/(decrease) in cash in the year 5,171 (3,310)
Cash (inflow)/outflow from (increase)/decrease in net debt and lease (1,292) 49
financing
Cash outflow from increase in liquid resources 2,004 7,159
_______ _______
Increase in net funds resulting from cash flows 5,883 3,898
_______ _______
Movement in net funds in year 5,883 3,898
Net funds at beginning of year 13,072 9,174
_______ _______
Net funds at end of year 13 18,955 13,072
_________ ______
Notes forming part of the preliminary announcement for the year ended 31 October
2002
1 Accounting policies
The following accounting policies have been applied consistently in dealing with
items which are considered material in relation to the consolidated financial
information of Excel Airways Group plc and its subsidiaries ("the group").
Excel Airways Group plc (formerly Bloomco (2986) Limited) was incorporated on 16
August 2002 and, following a group reorganisation effected on 11 November 2002,
it acquired its interests in the group subsidiaries and all the assets and
liabilities in consideration for the issue of shares. The consolidated financial
information has been prepared in accordance with the group reconstruction
principals of FRS 6 'Acquisitions and Mergers', using the merger accounting
method for the combination of the group. Accordingly, the group's preliminary
announcement for the two years ended 31 October 2002 and 31 October 2001 has
been prepared as if the company had always been the parent company of the group.
The profit and loss accounts and cashflow statements reflect the group's
activities for each of the two years ended 31 October 2002 and 31 October 2001
and the consolidated balance sheets present the group's state of affairs at the
end of those years.
Basis of consolidation
The consolidated financial information incorporates the results of Excel Airways
Group plc and all of its subsidiary undertakings as at 31 October 2002, using
the acquisition or merger method of accounting as required, and its associated
undertakings. Where the acquisition method is used the results of subsidiary
undertakings are included from the date of acquisition.
Merger accounting
Where merger accounting is used, the investment is recorded in the company's
balance sheet at the nominal value of the shares issued, together with the fair
value of any additional consideration paid.
In the group financial information, merged subsidiary undertakings are treated
as if they had always been a member of the group. The results of such a
subsidiary are included for the whole period in the year it joins the group.
The corresponding figures for the previous year include its results for that
period, the assets and liabilities at the previous balance sheet date and the
shares issued by the company as consideration as if they had always been in
issue. Any difference between the nominal value of the shares acquired by the
company and those issued by the company to acquire them is taken to reserves.
Goodwill
Goodwill arising on an acquisition of a subsidiary undertaking is the difference
between the fair value of the consideration paid and the fair value of the
assets and liabilities acquired. It is capitalised and amortised through the
profit and loss account over the directors' estimate of its useful economic life
of 10 years. Impairment tests on the carrying value of goodwill are undertaken:
* at the end of the first full financial year following acquisition;
* in other periods if events or changes in circumstances indicate
that the carrying value may not be recoverable.
Associates
An entity is treated as an associated undertaking where the group has a
participating interest and exercises significant influence over its operating
and financial policy decisions.
In the group accounts interests in associated undertakings are accounted for
using the equity method of accounting. The consolidated profit and loss account
includes the group's share of the operating results, interest, pre-tax results
and attributable taxation of such undertakings based on the unaudited
preliminary announcement. In the consolidated balance sheet the interests in
associated undertakings are shown as the group's share of the identifiable net
assets including any unamortised premium paid on acquisition.
The premium on acquisition is dealt with under the goodwill policy.
Turnover
Turnover, which comprises the invoiced value of airline services, net of
passenger taxes and discounts, together with ancillary revenues, is recognised
in respect of all flights that depart in the financial period.
Turnover in respect of airline seat sales represents:
* gross sales, net of any value added tax, on contracts where any group
company acts as principal;
* net margins on contracts where any group company acts as a payment
collecting broker.
Tangible fixed assets
Fixed assets are stated at cost.
Depreciation
Depreciation is provided to write off the cost or valuation, less estimated
residual values, of all tangible fixed assets except for freehold land, evenly
over their expected useful lives. It is calculated at the following rates:
Freehold property - 2 % per annum on rebuild cost
Plant, machinery and vehicles - over 2 - 8 years
Fixtures, fittings and computer equipment - over 2 - 8 years
Rotables - over 15 years
Stocks
Stocks are valued at the lower of cost and net realisable value.
Foreign currency
Foreign currency transactions of individual companies are translated at the
rates ruling when they occurred. Foreign currency monetary assets and
liabilities are translated at the rates ruling at the balance sheet dates. Any
differences are taken to the profit and loss account.
Employee benefit trust
Where the company is deemed to have control of the assets, liabilities, income
and costs of its employee benefit trust, it is included in the financial
statements of the group and the company, in accordance with UITF 13. Once the
assets have been unconditionally gifted to employees and directors, the
contributions to the employee benefit trust are expensed to the profit and loss
account.
Financial instruments
Gains and losses on derivative financial instruments are recognised in the
profit and loss account when realised as an offset to the related income or
expense, as the group does not enter into any such transactions for speculative
purposes.
Short term debtors and creditors are not included for disclosure purposes other
than currency disclosures.
Deferred taxation
Deferred tax balances are recognised in respect of all timing differences that
have originated but not reversed by the balance sheet date. Deferred tax assets
are recognised only to the extent that they are regarded as recoverable.
* the recognition of deferred tax assets is limited to the extent that
the group anticipates making sufficient taxable profits in the future to absorb
the reversal of the underlying timing differences.
Deferred tax balances are not discounted.
Leased assets
Where assets are financed by leasing agreements that give rights approximating
to ownership (finance leases), the assets are treated as if they had been
purchased outright. The amount capitalised is the present value of the minimum
lease payments payable over the term of the lease. The corresponding leasing
commitments are shown as amounts payable to the lessor. Depreciation on the
relevant assets is charged to the profit and loss account.
Lease payments are analysed between capital and interest components. The
interest element of the payment is charged to the profit and loss account over
the period of the lease and is calculated so that it represents a constant
proportion of the balances of capital repayments outstanding. The capital
element reduces the amounts payable to the lessor.
All other leases are treated as operating leases. Their annual rentals are
charged to the profit and loss account on a straight line basis over the term of
the lease.
Aircraft maintenance costs
The group's entire fleet consists of operating leased aircraft. The group
expenses maintenance reserve payments which are all irrecoverable, when paid to
the lessor, based upon flight hours incurred in the year.
Other maintenance charges are expensed as incurred.
Pension costs
The group makes contributions to the individual money purchase plans of certain
staff, which are charged to the profit and loss account in the period in which
they become payable. The assets of these plans are held separately from those
of the group in independently administered funds.
Impairment of fixed assets and goodwill
The need for any fixed asset impairment write down is assessed by comparison of
the carrying value of the asset against the higher of its realisable value and
value in use.
Liquid resources
For the purposes of the cash flow statement, liquid resources are defined as
short-term deposits.
2 Exceptional administrative expenses
2002 2001
#'000 #'000
Contributions to employee benefit trust 7,404 -
Costs of reorganisation and introduction to AIM 1,107 -
Write off of costs in relation to 727 aircraft fleet - 1,916
_______ _______
Contributions to employee benefit trust
The contributions to the employee benefit trust represent the provision for
payments made in respect of the year ended 31 October 2002 by Excel Airways
Limited, Excel Aviation Limited and Freedom Flights Limited to the Excel Airways
Group plc employee benefit trust. On 11 November 2002 the employee benefit trust
used the contributions to acquire 7,312,446 ordinary shares in the company from
Libra Holidays Group Limited at #1.0125 per ordinary share.
Subsequent to the above and also on 11 November 2002, the 7,312,446 ordinary
shares in the company were allocated, by the trustees, to sub-trusts for the
benefit of specified key employees and directors of the group.
Costs of reorganisation and introduction to AIM
The reorganisation costs and introduction to AIM costs relate to the fees and
expenses incurred in establishing the new group structure, as detailed in note
1, and in obtaining admission to trading on AIM from 20 November 2002
respectively.
Write off of costs in relation to 727 aircraft fleet
On 1 November 2000 Excel Airways Limited became a subsidiary of the Libra
Holidays Group Limited, a publicly quoted company registered in Cyprus. The
group policy was to upgrade the aircraft fleet of the company to new 737-800
aircraft. As such Excel Airways Limited ceased using all older generation
727-200 aircraft, either selling or returning leased aircraft to lessors, the
last such aircraft being returned on 2 November 2000. As at 31 October 2000
there were certain prepayments and assets reflected in the financial statements
of Excel Airways Limited in relation to the operation of 727 aircraft and other
expenditure which was subsequently written off during the year to 31 October
2001. These were considered by the directors to be exceptional non-recurring
operating costs.
3 Taxation on profit from ordinary activities
2002 2002 2001 2001
#'000 #'000 #'000 #'000
Current tax
UK corporation tax on profits of the year 670 997
Adjustments in respect of prior years - 12
Share of associated undertaking tax charge - 24
Payments to be made for group relief received 773 -
______ _______
1,443 1,033
Deferred tax
Origination and reversal of timing differences (647) 618
_______ _______
Taxation on profit on ordinary activities 796 1,651
_______ _______
The tax assessed for the year is higher (2001: lower) than the standard rate of
corporation tax in the UK. The differences are explained below:
2002 2001
# #
Profit on ordinary activities before tax 3,379 5,610
________ ________
Profit on ordinary activities at the standard rate of corporation tax in the 1,014 1,683
UK of 30% (2001 : 30%)
Effects of:
Expenses not deductible for tax purposes 333 21
Capital allowances for year in excess of depreciation (40) (93)
Utilisation of tax losses (44) (577)
Adjustment to tax charge in respect of previous years - 12
Other timing differences 12 (13)
Tax losses available for future offset 168 -
________ ________
Current tax charge for year 1,443 1,033
________ ________
4 Dividends
2002 2001
#'000 #'000
Special final dividends paid (2001: special final dividend paid) 6,000 4,000
_______ _______
In 2002 special final dividends amounting to #3,550,000 and #2,450,000 were paid
to shareholders by Excel Aviation Limited and Excel Airways Limited
respectively. The total amount of #6,000,000 was ultimately received by Libra
Holidays Group Limited. No further dividends are payable in respect of the year
ended 31 October 2002.
In 2001 the special dividend of #4,000,000 was paid to Libra Holidays Group
Limited by Excel Aviation Limited pursuant to a shareholders' agreement dated 18
May 2000.
5 Earnings per share
The calculation of earnings per share for the year ended 31 October 2002 is
based on the profit after taxation of #2,583,000 (2001: #3,959,000). The
calculation of basic earnings per share and diluted earnings per share is based
on a weighted average number of shares in issue during the year. The number of
shares used in these calculations and the reconciliation of denominators used
for basic and diluted earnings per share calculations is set out in the table
below:
Effect of
share
Basic options Diluted
Number Number
Year ended 31 October 2002 96,000,000 - 96,000,000
Year ended 31 October 2001 96,000,000 - 96,000,000
Additional disclosure has been provided in respect of earnings per share
before amortisation of goodwill and exceptional items as the directors believe
this gives a better view of ongoing maintainable earnings.
2002 2001
pence pence
Basic earnings per share 2.69 4.12
Amortisation of goodwill 0.03 -
Exceptional items (see note 2) 8.87 2.00
Taxation on exceptional items (2.31) (0.60)
_______ _______
Adjusted earnings per share before amortisation
of goodwill and exceptional items 9.28 5.52
_______ _______
6 Debtors
2002 2001
#'000 #'000
Amounts due within one year:
Trade debtors 2,236 3,448
Amounts due from parent undertaking (see below) 7,198 39
Other debtors 503 817
Deferred tax asset 168 318
Corporation tax recoverable 223 198
Prepayments and accrued income 3,643 2,926
_______ _______
13,971 7,746
_______ _______
Amounts due after more than one year:
Other debtors 3,918 3,224
_______ _______
The amounts due from the parent undertaking, Libra Holidays Group Limited, have
been settled as a result of the sale of shares to the EBT on 11 November 2002,
as referred to at note 2.
7 Creditors: amounts falling due within one year
2002 2001
#'000 #'000
Bank loans (secured) 90 -
Bank overdrafts 116 7,186
Trade creditors 7,425 8,644
Tax and social security 335 279
Corporation tax - 500
Obligations under finance leases and hire purchase contracts 21 25
Other creditors 1,669 44
Amounts due to associated undertaking - 66
Amounts due to related undertakings 1,652 661
Accruals and deferred income 24,010 5,702
_______ _______
35,318 23,107
_______ _______
The bank loan is secured on a first charge by way of a legal mortgage over the
group's freehold property.
8 Creditors: amounts falling due after more than one year
2002 2001
#'000 #'000
Bank loan (secured - see note 7) 1,216 -
Loan from related undertaking 22 22
Obligations under finance leases and hire purchase contracts - 10
_______ _______
1,238 32
_______ _______
Financial liabilities mature as follows:
Finance leases and
Bank loans and hire purchase
contracts
overdrafts Total
2002 2001 2002 2001 2002 2001
#'000 #'000 #'000 #'000 #'000 #'000
- in one year or less 206 7,186 21 25 227 7,211
- in more than one year but not more 89 - - 10 89 10
than two years
- in more than two years but not more 267 - - - 267 -
than five years
- in more than five years 860 - - - 860 -
_____ _____ _____ _____ ______ ______
1,422 7,186 21 35 1,443 7,221
_____ _____ _____ _____ _____ _____
9 Share capital
2002 2001 2002 2001
Number Number #'000 #'000
Authorised
Ordinary shares of 5p each 144,000,000 144,000,000 7,200 7,200
_______ _________ _______ _______
2002 2001 2002 2001
Number Number #'000 #'000
Allotted, called up and fully paid
Ordinary shares of 5p each 96,000,000 96,000,000 4,800 4,800
_______ _______ _______ _______
At the date of incorporation the company had an authorised share capital of
#1,000 divided into 1,000 ordinary shares of #1 each.
On 23 October 2002, an ordinary resolution was passed creating a further
7,199,000 authorised but un-issued ordinary shares of #1 each. On the same date
the issued and un-issued shares were sub-divided into 72,000,000 ordinary shares
of 10p each.
On 11 November 2002, the company acquired the entire issued share capital of
Excel Airways Limited through the issue of 21,726,424 ordinary shares of 10p
each.
On 11 November 2002, the company also acquired the entire share capital of Excel
Aviation Limited through the issue of 26,273,576 ordinary shares of 10p each.
On 11 November 2002, following the above transactions and a further sub-division
of the entire authorised share capital into ordinary shares of 5p each, the
48,000,000 ordinary shares of 10p each in issue were sub-divided into 96,000,000
ordinary shares of 5p each.
Excel Executive Share Option Plan and Excel Employee Share Option Plan
At 23 December 2002 the following share options were outstanding in respect of
the ordinary shares:
Exercise
Number of price per
Date of grant shares Period of option share
14 November 2002 158,415 14 November 2005 - 14 November 2012 101p
10 Acquisition of Freedom Flights Limited
On 12 July 2002 the group acquired a further 48.6% of the issued share capital
of Freedom Flights Limited for a cash consideration of #750,000. This took the
group's holding in this company to 97.2% of the issued share capital.
On 11 November 2002, the remaining 2.8% of the issued share capital was acquired
for cash consideration of #43,204.
In calculating the goodwill arising on acquisition, the fair value of net assets
of Freedom Flights Limited have been assessed and no adjustments from book value
have been considered necessary. The fair value of the net assets acquired are
summarised in the following table:
Fair
Book value to
value the group
#'000 #'000
Tangible fixed assets 36 36
Debtors 1,237 1,237
Cash 2,406 2,406
Creditors (3,130) (3,130)
_______ _______
Net assets 549 549
_______ _______
#'000
Cash consideration paid for the 51.4% acquired since 1 November 2001 793
Share of the fair value of the net assets acquired as a result of the above
two piecemeal acquisitions (277)
_______
Goodwill arising on consolidation 516
_______
The Companies Act 1985 requires goodwill arising on the acquisition of a
subsidiary undertaking to be calculated as the difference between the total
acquisition cost of the undertaking and the fair value of the group's share of
the identifiable assets and liabilities at the date it became a subsidiary
undertaking.
FRS 2 recognises that, where an investment in an associated undertaking becomes
a subsidiary undertaking, in order to show a true and fair view, goodwill should
be calculated on each purchase as the difference between the cost of that
purchase and the fair value at the date of that purchase.
The effect of this departure from the Companies Act 1985 requirements is not
material to the results of the group.
11 Reconciliation of operating profit to net cash inflow from
operating activities
2002 2001
Total Total
#'000 #'000
Operating profit 3,165 5,194
Amortisation of goodwill 28 -
Depreciation 410 274
Decrease in stocks - 1,161
(Increase)/decrease in debtors (5,838) 2,320
Increase in creditors 15,792 1,487
Loss/(profit) on disposal of fixed assets 21 (5)
_______ _______
Net cash inflow from operating activities 13,578 10,431
_______ _______
12 Analysis of cash flows for headings netted in the cash flow statement
2002 2001
#'000 #'000
Returns on investments and servicing of finance
Interest received 447 377
Interest paid (83) (38)
Interest element of finance leases and hire purchase contracts (12) (12)
_______ _______
Net cash inflow from returns on investments and servicing of finance 352 327
_______ _______
Capital expenditure
Purchase of tangible fixed assets (2,506) (858)
Proceeds from sale of tangible fixed assets 41 130
_______ _______
Net cash outflow from capital expenditure (2,465) (728)
_______ _______
Acquisitions and disposals
Purchase of subsidiary undertakings (793) -
Cash acquired with subsidiary undertakings 2,406 -
Payments to acquire investment in associated undertaking - (239)
Receipts from partial sale of investments in associated undertaking - 150
_______ _______
Net cash inflow /(outflow) from acquisitions and disposals 1,613 (89)
_______ _______
Financing
Drawdown of new bank loan 1,340 -
Bank loan repayments (34) -
Capital element of finance lease and hire purchase contracts (14) (49)
_______ _______
Net cash inflow/(outflow) from financing 1,292 (49)
_______ _______
13 Analysis of net funds
Acquisitions Other non-
(excluding
At
At 1 November 2001 Cash flow cash and cash changes 31 October
2002
overdrafts)
#'000 #'000 #'000 #'000 #'000
Short term bank deposits 16,468 2,004 - - 18,472
Cash at bank and in hand 3,847 (1,899) - - 1,948
Overdrafts (7,186) 7,070 - - (116)
Net (overdrafts)/cash (3,339) 5,171 - - 1,832
Liquid resources 16,468 2,004 - - 18,472
Debt due after one year (22) (1,340) - 124 (1,238)
Debt due within one year - 34 - (124) (90)
Finance leases (35) 14 - - (21)
Financing (57) (1,292) - - (1,349)
Total 13,072 5,883 - - 18,955
_______ _______ _______ _______ _______
14 Reporting on financial information
The results and summary balance sheet incorporate the results of
Excel Airways Group plc and all its subsidiaries made up to 31 October 2002.
The financial information contained in this preliminary announcement does not
constitute statutory accounts within the meaning of section 240 of the Companies
Act 1985.
Copies of the non-statutory audited financial statements will be available from
the Company Secretary at Mitre Court, Fleming Way, Crawley, West Sussex, RH10
9NJ.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR FEDFMDSESEIE
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