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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Excel Airways | LSE:EXA | London | Ordinary Share | GB0032196767 | ORD 5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
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0 | 0 | N/A | 0 |
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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