TIDMWEST
RNS Number : 1258X
Western & Oriental plc
01 December 2010
Western & Oriental plc
("Western & Oriental" or "the Group")
Audited results for the full year ended 30 September 2010
Western & Oriental plc (AIM: WEST), the specialist and luxury travel group,
announces results for the full year ended 30 September 2010 approved by the
Board on 30 November 2010.
Context:
The Icelandic volcanic eruption in April 2010 was an unprecedented event in the
world of luxury travel and severely impacted the results for W&O Travel in the
period following the closure of UK airspace. While consumer confidence continues
to show signs of improvement, it was negatively impacted during the year by many
other economic factors including the slow UK economic recovery, airline
industrial action, the UK General Election and continuing riots in Thailand and
Jamaica.
Financial highlights:
· Total departure based revenue down 12.5% to GBP46.7m (2009: GBP53.4m), as
expected
o W&O Travel departure based revenue up 2.5% to GBP32.9m (2009: GBP32.1m)
o W&O Events departure based revenue down to GBP13.8m (2009: GBP21.4m), as
expected
· Total booked revenue up 19.3% year-on-year to GBP48.2m (2009: GBP40.4m)
· Value of forward sales up 11.1% GBP20.0m (2009: GBP18.0m) as at 30
September 2010
· Overall gross profit percentage declined to 13.7% (2009: 17.6%)
· Administrative expenses, before goodwill impairment of GBP5.4m, down 9.3%
to GBP8.8m (2009: GBP9.7m)
· Loss before tax from continuing operation of GBP7.8m (2009: GBP0.3m loss)
includes:
o GBP0.4m for depreciation and amortisation (2009: GBP0.4m)
o GBP5.5m for Separately Disclosed Items total (inc. GBP5.4m of goodwill
impairment (2009: GBP0.8m)
· The ash cloud effect is estimated by management to have increased Loss
before tax by GBP0.7m (2009: nil)
· Loss per share from continuing operations of 2.65p (2009: 0.10p)
· Successful fund raising of GBP2.0m completed on 31 March 2010
· Debt free with cash and cash equivalents GBP4.0m as at 30 September 2010
(2009: GBP5.1m)
Operational highlights:
· Significant progress in the performance from the W&O Travel team despite
tough trading conditions, reflects:
- improving consumer confidence level in the UK
- group's recent investments in sales and marketing to drive organic growth
· Single branding strategy as W&O Travel is now operational for all luxury
tour operating businesses
· Material increase in revenues from travel agents partners
· Continued brochure rationalisation under W&O Travel banner sold under the
strap line "W&ONDERFUL"
· Launch of the new W&O Travel websites
· W&O Events is ranked as one of the UK's leading event's organisers
· Confirmation of significant events from the automotive sector, financial
services and technology customers
Commenting on the results, David Howell, Chairman, said:
"This will be my final statement to shareholders as I have stepped down from the
Board with effect from later today after the approval of the 2010 financial
statements.
The financial year to 30 September 2010 represented one of the most difficult
trading environments ever experienced in the world of luxury travel. The effects
of the credit crunch were still being felt when the Icelandic volcanic eruptions
in April 2010 closed the skies for six days. That closure had an unprecedented
effect on customer booking patterns and gross margins which lasted from April
2010 until the end of the financial year. In addition, airline strikes in the
UK, riots in Thailand, smog in Russia, riots in Jamaica, football World cup, a
General Election in the UK and the problem for travellers to Iceland in April
2010 where we are the number two operator from the UK also contributed to a very
difficult year.
Despite the factors detailed above, the group continued to make progress
operationally with further brand rationalisation and improved mid-office
efficiency gains".
Enquiries:
+-------------------------+-------------------------+-----------------------------+
| Western & Oriental plc | Collins Stewart | Walbrook PR |
+-------------------------+-------------------------+-----------------------------+
| Ian Neale | Adrian Hadden | Paul McManus |
+-------------------------+-------------------------+-----------------------------+
| Tel: 020 7821 4007 | Tel: 020 7523 8350 | Tel: 020 7933 8787 |
+-------------------------+-------------------------+-----------------------------+
| | | paul.mcmanus@walbrookpr.com |
+-------------------------+-------------------------+-----------------------------+
CHAIRMAN'S STATEMENT
This will be my final statement to shareholders as I have stepped down from the
Board with effect from later today after the approval of the 2010 financial
statements.
The financial year to 30 September 2010 represented one of the most difficult
trading environments ever experienced in the world of luxury travel. The effects
of the credit crunch were still being felt when the Icelandic volcanic eruptions
in April 2010 closed the skies for six days. That closure had an unprecedented
effect on customer booking patterns and gross margins which lasted from April
2010 until the end of the financial year. In addition, airline strikes in the
UK, riots in Thailand, smog in Russia, riots in Jamaica, football World cup, a
General Election in the UK and the problem for travellers to Iceland in April
2010 where we are the number two operator from the UK also contributed to a very
difficult year.
Despite the factors detailed above, the group continued to make progress
operationally with further brand rationalisation and improved mid-office
efficiency gains.
Departure based sales for the year amounted to GBP46.7 million (2009: GBP53.4
million).
Booked sales for the financial year totalled GBP48.2 million (2009: GBP40.4
million), which represents annual growth of 19.3%. Most of the Travel products
showed year-on-year growth with especially good results from the Tropical
products, up 82.6% and the on-line products under the Key2 banner, up 17.2%. The
Events Division booked sales grew by 19.6% year-on-year. The difference between
the booked sales and the departure based sales represents the majority of the
growth in the forward order book.
The 2010 financial year has benefitted from the decisions taken last year to
reduce overheads in both the Travel Division and in the centre. We have
continued to review the overhead structure of the group and have further reduced
overheads in this financial year. The costs associated with this restructuring
have been taken as Separately Disclosed Items and are more fully described in
the Financial Review.
The financial year delivered an estimated EBITDA (Earnings before Interest,
Taxation, Depreciation and Amortisation) loss of GBP1.0 million (2009: profit of
GBP0.9 million) before Separately Disclosed Items, Loss on discontinued
operations and after adjusting for the pro-forma effects of the volcanic ash
disruption estimated by management at GBP0.7 million in the 2010 financial year.
This effect is fully described in the Financial Review. The results this year
have also been adversely impacted by the items described above.
Post year end the group disposed of the Villa product to eliminate the material
financial commitment this product needed and to remove a loss making part of the
group. Villa has been treated as a Discontinued Operation in the year's results
with the 2009 comparative numbers adjusted accordingly. The carrying value of
the goodwill associated with this product has also been written off.
Forward order book
The forward order book at 30 September 2010 amounted to GBP20.0 million (2009:
GBP18.0 million) which represents year-on-year growth of 11.1%. Despite the
effect of volcanic ash customers have increased the lead times for bookings. We
have seen good growth in both the Travel Division, 11.4%, and in the Events
Division, 10.3%, where industry sectors such as automotive and financial
services have started to recover after the worst effects of the credit crunch.
"One brand" strategy
During the year the work started in the Travel Division in 2009 to deliver a
single brand continued. Other than Regent Holidays, which still operates as an
emerging markets product, and Key2 Holidays, the online offering, Travel is now
sold under the strap line "W&ONDERFUL". This revised branding has been very well
received by our key travel agent partners where booked sales have grown 49.0%
year-on-year.
Strategic review
The strategic review concluded post the end of the financial year. Whilst
various options were considered the board believes that shareholder value will
be better achieved by continuing to manage the majority of the existing
portfolio of products for at least the next twelve to eighteen months. The
conclusion of that review was therefore to:
1. sell the villa product to eliminate the financial obligation of committed
villas and to remove a loss making product and
2. restructure the group further to remove an additional GBP0.6 million of
overhead in a full financial year. That restructuring process has already
started and will conclude by 31 March 2011. At the end of the process the group
will be operating from only two centres in the Travel Division compared to five
in 2010. The full benefits of this review will be delivered in the results for
the year to 30 September 2012.
Directors
On 25 November 2010 Pamela Harper and Alan Barber stood down from the Board. I
would like to thank Pamela and Alan for their loyal support and commitment
during the past few years.
Further details about the structure of the Board going forward will be released
to the market later today.
Outlook
The outlook for the 2011 financial year shows signs of improvement over 2010
although margins continue to be under pressure for luxury holidays. The forward
order book already delivers expected results for the first quarter and, whilst
sales are patchy, November trading has started well for many of the Travel
product lines.
I wish the group every success for the future.
David Howell
Chairman
30 November 2010
REVIEW OF OPERATIONS
Overview
Operationally 2010 has been challenging and dominated by a number of events that
have affected the business, particularly during the second half of the financial
year. These have ranged from the fallout of the volcanic eruption in Iceland,
extensive airlines strikes in the UK and riots in Thailand where the sales and
operational teams have had to repatriate, cancel, re-book and change customers'
holiday plans many times. The team has worked extremely hard to deliver client's
holidays and events, whilst maintaining good levels of service and the quality
client's demand.
On the Travel side, there has been further integration of the brands, which has
resulted in the reduction in the number of brochures being marketed. In
addition, the W&O Travel re-branding project has been well received by both
travel agents and customers alike. The brand is now well positioned to take
advantage of any improvement in consumer confidence.
The Events Division has had an extremely successful year with a strong increase
in the number of events, and clients, returning after a difficult economic
period. The team continues to provide and receive many compliments from its
existing customers.
W&O Travel
Travel has completed a number of operational efficiency gains during the year,
ranging from data loading to centralisation of the Group's airline ticket
function, which is now fully operated from the Bristol office, thereby saving
costs in London.
Travelink, the mid-office system, is now fully functional and being used
effectively within all product lines. We have started the process to deliver a
fully integrated CRM (customer relationship management) function which will be
completed by 31 March 2011. This will enable the use of customer booking
profiles and contact points in an automated way through the Travelink mid-office
system. This enables Travel to enhance the marketing activities to both on- and
off-line customer bases.
The development of the on-line quotation and booking process has continued
during the year. A number of simple holidays will be bookable on-line during the
2011 financial year. All the Group's websites have been redesigned and updated
to improve the product offering and sales opportunities.
The Senior Management appointments announced last year are working well, during
what has been a difficult year. The team has been supplemented by the addition
of a new Head of Product who is experienced in negotiating contracts with all
supply-side companies. One of the most pleasing aspects of this team's
performance is the growth in the sales from key independent travel agent
partners, which is up 49% year-on-year.
From a destination perspective, the Indian Ocean (Mauritius and the Maldives)
remains the most popular destination representing approximately 10% of sales.
Thailand is third and Southern Africa fourth. With the popularity of Thailand,
the riots during 2010 were extremely disruptive and extensive with the Foreign
Office not allowing customers to travel at all during these periods and
therefore this caused a significant loss in sales to this important destination.
W&O Travel was voted in the top ten luxury tour operators at the Conde Nast
Annual Travel Awards which are voted for by its readers. This is the third year
running that the Travel Division has featured in this very well-respected
publication.
W&O Events
W&O Events had another successful year with further growth from a number of
their well-established clients, as well as attracting new business from a number
of industries, in particular the pharmaceutical sector. Following last year's
credit crunch a number of the business sectors have started to return and during
the year we have seen confirmation of some significant events from the
automotive sector, financial services and technology customers. A number of
these events will be departing in the new financial year.
The single-brand strategy announced last year has proved successful. W&O Events
is now ranked as one of the UK's leading event's organisers, according to the
Meetings and Incentive travel magazine and so has a much improved profile with
key suppliers as a result of the one-brand strategy. This is a great tribute to
the Events management team.
The events market has continued to improve throughout the year and the team has
been strengthened and is well placed to take advantage of increased market
share.
The forward order book at year end for both Travel and Events is encouraging and
continues to grow and is especially pleasing.
Ian Neale
Group Managing Director
30 November 2010
FINANCIAL REVIEW
The 2010 full year consolidated accounts are presented under IFRS accounting
policies.
Sales
Total departure based revenue for the year amounted to GBP46.7 million (2009:
GBP53.4 million), a decline of 12.5%. The Travel businesses departure based
revenue improved despite the various disruptions in the year to GBP32.9 million
in 2010 from GBP32.1 million in 2009, an increase of 2.5%, as we rationalised
the product portfolio by removing unprofitable destinations and repositioned the
brands to take account of the difficult economic situation in the UK market.
This performance is ahead of the majority of other luxury travel operators.
Departure based revenue in the Events business, as anticipated, declined in the
year from GBP21.4 million in 2009 to GBP13.8 million in 2010 due to the downturn
of events from a number of sectors outside of pharmaceutical and the closure of
the business travel product.
Volcanic ash effect
The major disruption caused by the eruption of the Eyjafjallajokull volcano in
Iceland in April 2010 and the subsequent decision to close UK airspace between
15 April 2010 to around 23 April 2010 (referred to herein as 'the ash cloud'),
caused a significant and prolonged change to customer booking patterns in the
Travel Division and had a corresponding downward effect on gross margins.
Management believe that the ash cloud significantly impacted sales and margins
achieved in the Travel Division, estimated at GBP5.3 million reduced sales and
GBP1.5 million reduced/lost contribution. Of the GBP1.5 million in reduced/lost
contribution, GBP0.7 million is estimated to relate to bookings for departure
dates in the 2010 financial year and the remainder with departure dates in the
current financial year.
The impact on contribution of GBP1.5 million comprises:
· actual incremental costs of repatriating the Group's customers stranded
abroad (GBP0.1 million)
· estimated reduction in sales and margins in the period after 23 April
2010, particularly up until 31 May 2010 (including as a result of the
cancellation of originally booked holidays due for departure in the period
during which the airspace was closed), as a result of the uncertainty from both
the original closure of airspace and further potential closures and disruptions
(GBP1.4 million)
The estimated reduction in sales and margins in the period after 23 April 2010
has been calculated by the directors using certain assumptions, particularly
that the group was on track to achieve the budgeted sales and margins on
holidays for the impacted months and would have were it not for the impact of
the ash cloud.
The assumptions and estimates used for the post 23 April 2010 period referred to
above were based on the group's actual half year performance which showed that
up until the closure of the airspace the Group was trading broadly in line with
its budget for the year. The directors consider that it is reasonable to assume
that this would have continued for the second half of the year.
Gross profit
The overall gross profit margin ended the year at 13.7% (2009: 17.6%), with the
Events division showing higher overall margins at 15.0%, partially countered by
a reduction in margins in the Travel division due to the effects of the volcanic
ash and an increased competitive marketplace. The major impact on Travel margins
is the effect of the ash cloud disruption which is estimated by management to
have contributed to a shortfall in gross margin of approximately GBP0.7 million
in the 2010 financial year. Gross margin is consistently calculated after the
deduction of all variable costs that are sales based.
Overheads
Underlying administration expenses decreased from GBP9.7 million in 2009 to
GBP8.8 million in 2010, reflecting the cost saving programmes announced in
previous financial years of GBP0.9 million. Goodwill impairment of GBP5.4
million (2009: GBPnil) in relation to the Travel business is included in the
GBP14.2 million total administrative expenses reported. We have continued to
review the overhead expenditure during the year and have reduced the overhead
spend particularly of the Events division. Central costs, included above, have
also decreased from GBP3.0 million to GBP2.3 million, a reduction of 23.3%.
Loss before tax
The loss before tax from continuing operations amounts to GBP7.8 million
compared to a 2009 loss GBP0.3 million, which includes depreciation and
amortisation of GBP0.4 million (2009: GBP0.4 million) and Separately Disclosed
Items total GBP5.5 million (2009: GBP0.8 million), including the goodwill
impairment charge of GBP5.4 million. As noted above, the ash cloud effect is
estimated by management to have increased Loss before tax by GBP0.7 million
(2009: GBPnil).
The table below reconciles the reported Operating loss from continuing
operations to estimated EBITDA by taking into account management's estimate of
the effects of the volcanic ash disruption:
+--------------------------------------------+----------+--+----------+
| | 2010 | | 2009 |
| | GBP000 | | GBP000 |
+--------------------------------------------+----------+--+----------+
| Operating loss from continuing operations | (7,783) | | (297) |
+--------------------------------------------+----------+--+----------+
| Add back: | | | |
+--------------------------------------------+----------+--+----------+
| Separately disclosed items | 5,527 | | 799 |
+--------------------------------------------+----------+--+----------+
| Loss on fair value of derivatives | 148 | | 2 |
+--------------------------------------------+----------+--+----------+
| Amortisation of business combination | 41 | | 65 |
| intangibles | | | |
+--------------------------------------------+----------+--+----------+
| Share based payments | 17 | | 70 |
+--------------------------------------------+----------+--+----------+
| | | | |
+--------------------------------------------+----------+--+----------+
| Underlying operating (loss)/profit | (2,050) | | 639 |
+--------------------------------------------+----------+--+----------+
| | | | |
+--------------------------------------------+----------+--+----------+
| Depreciation | 318 | | 302 |
+--------------------------------------------+----------+--+----------+
| | | | |
+--------------------------------------------+----------+--+----------+
| Underlying EBITDA | (1,732) | | 941 |
+--------------------------------------------+----------+--+----------+
| | | | |
+--------------------------------------------+----------+--+----------+
| Estimated ash cloud effect on margin | 723 | | - |
+--------------------------------------------+----------+--+----------+
| | | | |
+--------------------------------------------+----------+--+----------+
| Estimated EBITDA | (1,009) | | 941 |
+--------------------------------------------+----------+--+----------+
Separately Disclosed Items
The Separately Disclosed Items comprise impairment in the carrying value of
goodwill of GBP5.4 million (2009: GBPnil) and redundancy and compensation costs
to reduce the overall level of people in the group of GBP0.1 million (2009:
GBP0.8 million in total including redundancy & systems costs GBP0.4 million and
restructuring of Villa committed programme GBP0.4 million).
Discontinued business
Post year end the group disposed of the Villa product in Travel to remove the
financial implications of a product which required significant financial
commitments for villas and has lost money since it was acquired by the group.
The loss from discontinued operations in the income statement includes the
write-off of the carrying value of goodwill associated with that product.
Financing
Total cash at 30 September 2010 amounted to GBP4.0 million (2009: GBP5.1
million). Of the overall cash GBP2.0 million (2009: GBP2.0 million) is subject
to certain restrictions and, therefore, is not available for general use. This
has been used to support our on-going licences with the Civil Aviation
Authority. Additionally, a further GBP0.8m (2009: GBP0.3 million) is deposited
with Lloyds Bank plc to support the card acquiring services to enable the group
to process credit card transactions within the Travel Division.
David Howell
Chairman
30 November 2010
Western & Oriental plc
Consolidated Statement of Comprehensive Income
for the year ended 30 September 2010
+---------------------------------------------+---+----------+--+----------+
| | | 2010 | | 2009 |
| | | GBP000 | | GBP000 |
+---------------------------------------------+---+----------+--+----------+
| Continuing operations | | | | |
+---------------------------------------------+---+----------+--+----------+
| REVENUE | | 46,721 | | 53,448 |
+---------------------------------------------+---+----------+--+----------+
| Cost of sales | | (40,308) | | (44,041) |
+---------------------------------------------+---+----------+--+----------+
| | | | | |
+---------------------------------------------+---+----------+--+----------+
| | | 6,413 | | 9,407 |
| Gross Profit | | | | |
+---------------------------------------------+---+----------+--+----------+
| Administrative expenses | | (14,196) | | (9,704) |
+---------------------------------------------+---+----------+--+----------+
| | | | | |
+---------------------------------------------+---+----------+--+----------+
| OPERATING LOSS | | (7,783) | | (297) |
+---------------------------------------------+---+----------+--+----------+
| Analysed as: | | | | |
+---------------------------------------------+---+----------+--+----------+
| Underlying operating profit before central | | 290 | | 3,620 |
| costs | | | | |
+---------------------------------------------+---+----------+--+----------+
| Central costs | | (2,340) | | (2,981) |
+---------------------------------------------+---+----------+--+----------+
| | | | | |
+---------------------------------------------+---+----------+--+----------+
| Underlying operating (loss)/ profit | | (2,050) | | 639 |
+---------------------------------------------+---+----------+--+----------+
| Separately disclosed items | | (5,527) | | (799) |
+---------------------------------------------+---+----------+--+----------+
| Loss on fair value of derivatives | | (148) | | (2) |
+---------------------------------------------+---+----------+--+----------+
| Amortisation of business combination | | (41) | | (65) |
| intangibles | | | | |
+---------------------------------------------+---+----------+--+----------+
| Share based payments | | (17) | | (70) |
+---------------------------------------------+---+----------+--+----------+
| | | (7,783) | | (297) |
+---------------------------------------------+---+----------+--+----------+
| Financial income | | 20 | | 73 |
+---------------------------------------------+---+----------+--+----------+
| Financial expenses | | (22) | | (27) |
+---------------------------------------------+---+----------+--+----------+
| | | | | |
+---------------------------------------------+---+----------+--+----------+
| NET FINANCE (EXPENSE)/ INCOME | | (2) | | 46 |
+---------------------------------------------+---+----------+--+----------+
| | | | | |
+---------------------------------------------+---+----------+--+----------+
| LoSS BEFORE TAX | | (7,785) | | (251) |
+---------------------------------------------+---+----------+--+----------+
| Income tax | | 1 | | 30 |
+---------------------------------------------+---+----------+--+----------+
| | | | | |
+---------------------------------------------+---+----------+--+----------+
| | | (7,784) | | (221) |
| LOSS FOR THE YEAR FROM CONTINUING | | | | |
| OPERATIONS | | | | |
+---------------------------------------------+---+----------+--+----------+
| Discontinued operations | | | | |
+---------------------------------------------+---+----------+--+----------+
| Loss for the year from discontinued | | (3,838) | | (534) |
| operations | | | | |
+---------------------------------------------+---+----------+--+----------+
| | | | | |
+---------------------------------------------+---+----------+--+----------+
| Loss for the Year | | (11,622) | | (755) |
+---------------------------------------------+---+----------+--+----------+
| Other comprehensive Income | | - | | - |
+---------------------------------------------+---+----------+--+----------+
| Total Comprehensive iNcome for the Year | | (11,622) | | (755) |
| attributable to the owners of the company | | | | |
+---------------------------------------------+---+----------+--+----------+
| | | | | |
+---------------------------------------------+---+----------+--+----------+
| Loss per Share (pence) | | | | |
+---------------------------------------------+---+----------+--+----------+
| | | | | |
| From continuing and discontinued | | | | |
| operations: | | | | |
+---------------------------------------------+---+----------+--+----------+
| | | (3.96)p | | (0.33)p |
| Basic and diluted (pence per share) | | | | |
+---------------------------------------------+---+----------+--+----------+
| | | | | |
| From continuing operations | | | | |
+---------------------------------------------+---+----------+--+----------+
| | | (2.65)p | | (0.10)p |
| Basic and diluted (pence per share) | | | | |
+---------------------------------------------+---+----------+--+----------+
Underlying operating profit or loss from continuing operations is defined by the
company as operating profit or loss before amortisation of intangible assets,
goodwill impairment, share based payments, profits and losses on fair value of
derivatives and separately disclosed items.
Central costs in continuing operations are defined by the Company as the
unallocated corporate expenses as disclosed in the segmental analysis note.
Western & Oriental plc
Consolidated Statement of Financial Position
As at 30 September 2010
+--------------------------------+----------+----------+----------+----------+
| | | 2010 | | 2009 |
+ + +----------+----------+----------+
| | | GBP000's | | GBP000's |
+--------------------------------+----------+--------------------------------+----------+----------+
| Assets | | | | |
+--------------------------------+----------+----------+----------+----------+
| | | | | |
+--------------------------------+----------+----------+----------+----------+
| Non-current assets | | | | |
+--------------------------------+----------+----------+----------+----------+
| Goodwill | | 9,062 | | 17,189 |
+--------------------------------+----------+----------+----------+----------+
| Intangible assets | | 55 | | 94 |
+--------------------------------+----------+----------+----------+----------+
| Property, plant and equipment | | 748 | | 998 |
+--------------------------------+----------+----------+----------+----------+
| Deferred tax assets | | 16 | | 15 |
+--------------------------------+----------+----------+----------+----------+
| | | 9,881 | | 18,296 |
| | | | | |
+--------------------------------+----------+----------+----------+----------+
| Current assets | | | | |
+--------------------------------+----------+----------+----------+----------+
| Inventories | | 30 | | 52 |
+--------------------------------+----------+----------+----------+----------+
| Trade and other receivables | | 7,402 | | 7,320 |
+--------------------------------+----------+----------+----------+----------+
| Financial assets | | - | | 93 |
+--------------------------------+----------+----------+----------+----------+
| Cash and cash equivalents | | 3,983 | | 5,144 |
+--------------------------------+----------+----------+----------+----------+
| | | 11,415 | | 12,609 |
| | | | | |
+--------------------------------+----------+----------+----------+----------+
| Total assets | | 21,296 | | 30,905 |
+--------------------------------+----------+----------+----------+----------+
| | | | | |
+--------------------------------+----------+----------+----------+----------+
| Equity and liabilities | | | | |
+--------------------------------+----------+----------+----------+----------+
| | | | | |
+--------------------------------+----------+----------+----------+----------+
| Capital and reserves | | | | |
+--------------------------------+----------+----------+----------+----------+
| Issued capital | | 1,798 | | 1,140 |
+--------------------------------+----------+----------+----------+----------+
| Share premium | | 24,661 | | 23,367 |
+--------------------------------+----------+----------+----------+----------+
| Reserves | | 1,095 | | 1,196 |
+--------------------------------+----------+----------+----------+----------+
| Retained earnings | | (20,449) | | (8,974) |
+--------------------------------+----------+----------+----------+----------+
| Total equity attributable to | | | | |
| equity holders of the parent | | 7,105 | | 16,729 |
+--------------------------------+----------+----------+----------+----------+
| | | | | |
+--------------------------------+----------+----------+----------+----------+
| Non-current liabilities | | | | |
+--------------------------------+----------+----------+----------+----------+
| Obligations under finance | | 21 | | 48 |
| leases | | | | |
+--------------------------------+----------+----------+----------+----------+
| | | 21 | | 48 |
+--------------------------------+----------+----------+----------+----------+
| Current liabilities | | | | |
+--------------------------------+----------+----------+----------+----------+
| Trade and other payables | | 14,089 | | 14,058 |
+--------------------------------+----------+----------+----------+----------+
| Obligations under finance | | 26 | | 70 |
| leases | | | | |
+--------------------------------+----------+----------+----------+----------+
| Financial liabilities | | 55 | | - |
+--------------------------------+----------+----------+----------+----------+
| | | 14,170 | | 14,128 |
+--------------------------------+----------+----------+----------+----------+
| Total liabilities | | 14,191 | | 14,176 |
+--------------------------------+----------+----------+----------+----------+
| Total equity and liabilities | | 21,296 | | 30,905 |
+--------------------------------+----------+----------+----------+----------+
These financial statements were approved by the Board of Directors on 30
November 2010
Signed on behalf of the Board of Directors, David Howell, Chairman
Western & Oriental plc
Consolidated Cash Flow Statement
As at 30 September 2010
+---------------------------------------+----------+-----------+----------+-----------+
| | | 2010 | | 2009 |
+ + +-----------+----------+-----------+
| | | GBP000's | | GBP000's |
+---------------------------------------+----------+---------------------------------------+----------+-----------+
| | | | | |
+---------------------------------------+----------+-----------+----------+-----------+
| Loss for the period | | (11,622) | | (755) |
+---------------------------------------+----------+-----------+----------+-----------+
| Adjustments for: | | | | |
+---------------------------------------+----------+-----------+----------+-----------+
| Net finance expense/ (income) | | 2 | | (46) |
| recognised in profit and loss | | | | |
+---------------------------------------+----------+-----------+----------+-----------+
| Taxation income recognised in profit | | (1) | | (30) |
| and loss | | | | |
+---------------------------------------+----------+-----------+----------+-----------+
| Loss on revaluation of derivatives at | | 148 | | 2 |
| fair value through profit and loss | | | | |
+---------------------------------------+----------+-----------+----------+-----------+
| Loss on sale of property, plant and | | - | | 5 |
| equipment | | | | |
+---------------------------------------+----------+-----------+----------+-----------+
| Impairment of goodwill | | 5,390 | | - |
+---------------------------------------+----------+-----------+----------+-----------+
| Goodwill write down | | 2,737 | | - |
+---------------------------------------+----------+-----------+----------+-----------+
| Depreciation and amortisation | | 359 | | 367 |
+---------------------------------------+----------+-----------+----------+-----------+
| Finance lease expense | | 12 | | - |
+---------------------------------------+----------+-----------+----------+-----------+
| Net foreign exchange loss/ (gain) | | 70 | | (63) |
+---------------------------------------+----------+-----------+----------+-----------+
| Equity-settled share-based payment | | 17 | | 70 |
| expenses | | | | |
+---------------------------------------+----------+-----------+----------+-----------+
| Cash flow from operations before | | (2,888) | | (450) |
| changes in working capital and | | | | |
| interest | | | | |
+---------------------------------------+----------+-----------+----------+-----------+
| (Increase) in trade and other | | (82) | | (729) |
| receivables | | | | |
+---------------------------------------+----------+-----------+----------+-----------+
| Decrease in inventories | | 22 | | 31 |
+---------------------------------------+----------+-----------+----------+-----------+
| Increase / (decrease) in trade and | | 31 | | (1,240) |
| other payables | | | | |
+---------------------------------------+----------+-----------+----------+-----------+
| (Decrease) in provisions | | - | | (276) |
+---------------------------------------+----------+-----------+----------+-----------+
| Cash flow from operations before | | (2,917) | | (2,664) |
| interest | | | | |
+---------------------------------------+----------+-----------+----------+-----------+
| Interest paid | | (22) | | (27) |
+---------------------------------------+----------+-----------+----------+-----------+
| Interest received | | 20 | | 77 |
+---------------------------------------+----------+-----------+----------+-----------+
| Income taxes rebate | | - | | 8 |
+---------------------------------------+----------+-----------+----------+-----------+
| Cash flows from operating activities | | (2,919) | | (2,606) |
+---------------------------------------+----------+-----------+----------+-----------+
| | | | | |
+---------------------------------------+----------+-----------+----------+-----------+
| Investing activities | | | | |
+---------------------------------------+----------+-----------+----------+-----------+
| Acquisition of property, plant and | | (68) | | (260) |
| equipment | | | | |
+---------------------------------------+----------+-----------+----------+-----------+
| Acquisition of intangible assets | | (2) | | (27) |
+---------------------------------------+----------+-----------+----------+-----------+
| Acquisition of subsidiaries, net of | | - | | (145) |
| cash acquired | | | | |
+---------------------------------------+----------+-----------+----------+-----------+
| Investment in liquid funds | | (540) | | (2,260) |
+---------------------------------------+----------+-----------+----------+-----------+
| Net cash used in investing activities | | (610) | | (2,692) |
+---------------------------------------+----------+-----------+----------+-----------+
| | | | | |
+---------------------------------------+----------+-----------+----------+-----------+
| Financing activities | | | | |
+---------------------------------------+----------+-----------+----------+-----------+
| Share placing cash funds raised | | 1,952 | | - |
+---------------------------------------+----------+-----------+----------+-----------+
| Finance lease repayments | | (83) | | (76) |
+---------------------------------------+----------+-----------+----------+-----------+
| Net cash from financing activities | | 1,869 | | (76) |
+---------------------------------------+----------+-----------+----------+-----------+
| | | | | |
+---------------------------------------+----------+-----------+----------+-----------+
| | | | | |
+---------------------------------------+----------+-----------+----------+-----------+
Western & Oriental plc
Consolidated Cash Flow Statement (continued)
As at 30 September 2010
+---------------------------------------+----------+----------+----------+-----------+
| | | 2010 | | 2009 |
+---------------------------------------+----------+----------+----------+-----------+
| | | GBP000's | | GBP000's |
+---------------------------------------+----------+----------+----------+-----------+
| | | | | |
+---------------------------------------+----------+----------+----------+-----------+
| Net (decrease) in cash and cash | | (1,660) | | (5,374) |
| equivalents | | | | |
+---------------------------------------+----------+----------+----------+-----------+
| | | | | |
+---------------------------------------+----------+----------+----------+-----------+
| Cash and cash equivalents at start of | | 5,144 | | 8,262 |
| period | | | | |
+---------------------------------------+----------+----------+----------+-----------+
| Restricted cash balances | | 540 | | 2,260 |
+---------------------------------------+----------+----------+----------+-----------+
| Effect of foreign exchange on cash | | (41) | | (4) |
| held | | | | |
+---------------------------------------+----------+----------+----------+-----------+
| Cash and cash equivalents at end of | | 3,983 | | 5,144 |
| period | | | | |
+---------------------------------------+----------+----------+----------+-----------+
| | | 3,983 | | 5,144 |
| Bank balances and cash | | | | |
+---------------------------------------+----------+----------+----------+-----------+
Western & Oriental plc
Consolidated Statement of Changes in Equity
Year ended 30 September 2010
+----------------------+---------+---------+---------+---------+----------+----------+
| | | | | Share | | |
| | | | | based | | |
| | Share | Share | Merger | payment | Retained | |
| | capital | premium | reserve | reserve | earnings | Total |
| | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
+----------------------+---------+---------+---------+---------+----------+----------+
| | | | | | | |
+----------------------+---------+---------+---------+---------+----------+----------+
| Balance at 1 October | 1,140 | 23,367 | 826 | 370 | (8,974) | 16,729 |
| 2009 | | | | | | |
+----------------------+---------+---------+---------+---------+----------+----------+
| Shares issued during | 658 | 1,294 | - | - | - | 1,952 |
| the period | | | | | | |
+----------------------+---------+---------+---------+---------+----------+----------+
| Total recognised | - | - | - | - | (11,593) | (11,593) |
| comprehensive income | | | | | | |
| for the period | | | | | | |
+----------------------+---------+---------+---------+---------+----------+----------+
| Transfer to retained | - | - | - | (118) | 118 | - |
| earnings | | | | | | |
+----------------------+---------+---------+---------+---------+----------+----------+
| Share based payment | - | - | - | 17 | - | 17 |
+----------------------+---------+---------+---------+---------+----------+----------+
| Balance at 30 | 1,798 | 24,661 | 826 | 269 | (20,449) | 7,105 |
| September 2010 | | | | | | |
+----------------------+---------+---------+---------+---------+----------+----------+
+----------------------+---------+---------+---------+---------+----------+---------+
| | | | | Share | | |
| | | | | based | | |
| | Share | Share | Merger | payment | Retained | |
| | capital | premium | reserve | reserve | earnings | Total |
| | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 | GBP'000 |
+----------------------+---------+---------+---------+---------+----------+---------+
| | | | | | | |
+----------------------+---------+---------+---------+---------+----------+---------+
| Balance at 1 October | | | | | | |
| 2008 | 1,140 | 23,367 | 826 | 300 | (8,156) | 17,477 |
+----------------------+---------+---------+---------+---------+----------+---------+
| Total recognised | - | - | - | - | (818) | (818) |
| income and expense | | | | | | |
+----------------------+---------+---------+---------+---------+----------+---------+
| Share based payment | - | - | - | 70 | - | 70 |
+----------------------+---------+---------+---------+---------+----------+---------+
| Balance at | | | | | | |
| 30 September 2009 | 1,140 | 23,367 | 826 | 370 | (8,974) | 16,729 |
+----------------------+---------+---------+---------+---------+----------+---------+
NOTES TO THE ACCOUNTS
1. Basis of preparation
Western & Oriental plc ("the company") is a company incorporated and domiciled
in the United Kingdom. The group financial statements consolidate those of the
company and its subsidiaries (together referred to as "the group").
The group condensed financial statements have been prepared and approved by the
directors in accordance with EU- adopted International Financial Reporting
Standards (Adopted IFRS).
The results for the year to 30 September 2010 have been prepared on a basis
consistent with the recognition and measurement principles of EU-Adopted
International Financial Reporting Standards (Adopted IFRS), which is consistent
with the accounting policies set out in the group's consolidated financial
statements for the year ended 30 September 2010.
The comparative figures for the financial year ended 30 September 2009 are
extracted from the company's statutory accounts for that financial year. Those
accounts have been reported on by the company's auditors and delivered to the
registrar of companies. The report of the auditors was (i) unqualified, (ii) did
not include a reference to any matters to which the auditors drew attention by
way of emphasis without qualifying their report, and (iii) did not contain a
statement under section 237(2) or (3) of the Companies Act 1985. There has been
no change in accounting policies since those set out the financial statements
for the year ended 30 September 2009.
Use of non-GAAP profit and loss measures
The group believes that underlying
operating profit or loss provides additional guidance to the statutory measures
on the performance of the business during the financial period. Underlying
profit or loss is defined as operating profit before amortisation of intangible
assets, goodwill impairment, share based payments, profits and losses on fair
value of derivatives and separately disclosed items. Underlying profit or loss
is not defined under Adopted IFRS and therefore may not be directly comparable
with other companies' adjusted profit measures. It is not intended to be a
substitute for or superior to Adopted IFRS measurements of profit.
The results for the year ended 30 September 2010 do not constitute statutory
accounts as defined in section 435 of the Companies Act 2006. They are
extracted from the full statutory accounts for the year which were approved by
the Board of Directors on 30 November 2010, but which have not been delivered to
the Registrar of Companies. The report of the Auditors on these accounts is
unqualified and does not contain a statement under section 498(2) or 498(3) of
the Companies Act 2006.
Going Concern
The directors, having taken into account the Group's forecast cash flow
requirements for the foreseeable future, its net cash resources, regulatory
compliance requirements and having made appropriate enquiries, consider that the
Group has adequate resources to continue operations for the foreseeable future
and for this reason they continue to adopt the going concern basis in preparing
the financial statements.
The trading environment for the Group during year ended 30 September 2010 was
challenging due to a number of factors adversely affecting the financial trading
of the Group, and the Group has reported a loss for the year of GBP11.6 million
(2009: GBP0.8 million) and net current liabilities as at 30 September 2010 of
GBP2.8 million (2009: GBP1.5 million). The group meets it liquidity needs from
that portion of its holdings of cash that are not restricted, amounting to
GBP1.2 million at the year end (2009: GBP2.8 million); the relevant portion as
at the date of approval of these accounts is approximately GBP0.4 million.
In considering the going concern basis of preparation of these accounts, the
directors have considered a period of at least twelve months from the date of
approval of these accounts. This consideration is based on the current strategy
and particular plans. The directors acknowledge that the board is to be
reconstituted immediately after the approval of these financial statements, and
the current directors do not have any insight into the extent to which the new
board may alter the strategy and/or particular plans.
The current plans, particularly in Travel, aim at significant sales growth and a
return to normal levels of margin compared with the outturn of 2010. Whilst
sales growth is the main factor, including growth in 2012 sales resulting in the
receipt of increased deposits in 2011, going forward the cost base benefits from
restructuring actions taken in 2010 and also from forecast net benefits from
cost reductions planned and currently in the process of being implemented. On
these assumptions the Group is expected to incur net cash inflows such that it
will be able to operate within its unrestricted cash holdings.
In order to increase the Group's liquidity to address the possibility that
trading and working capital fall short of these plans, the Company has entered
into an unconditional contract with an existing shareholder under the terms of
which the shareholder will provide the Company with a loan of at least GBP0.8
million which will be paid to the Company within 30 days of the approval of
these financial statements for general working capital purposes. No payments of
principal or interest on the loan will be due until March 2012, although the
loan note may be tendered as consideration in any subscription for ordinary
shares in the Company.
In addition, should trading fall short of plans, the Group has identified
further reductions in its cost base that could be implemented in that case.
After considering the uncertainties described above and having taken into
account the above actions, the directors have a reasonable expectation that the
Group and parent company has adequate resources to continue in operational
existence for the foreseeable future. For these reasons, they continue to adopt
the going concern basis in preparing the annual financial statements.
2. Segmental reporting
+-------------------------------+--+--+------------------+----------+-------------+
| | | | 2010 | | 2009 |
+-------------------------------+--+--+------------------+----------+-------------+
| | | | | | |
| | | | GBP'000 | | GBP'000 |
+-------------------------------+--+--+------------------+----------+-------------+
| Continuing operations | | | | | |
+-------------------------------+--+--+------------------+----------+-------------+
| Revenue | | | | | |
+-------------------------------+--+--+------------------+----------+-------------+
| Travel | | | 32,922 | | 32,077 |
+-------------------------------+--+--+------------------+----------+-------------+
| Events | | | 13,799 | | 21,371 |
+-------------------------------+--+--+------------------+----------+-------------+
| | | | 46,721 | | 53,448 |
+-------------------------------+--+--+------------------+----------+-------------+
| Underlying operating | | | | | |
| profit/(loss) | | | | | |
+-------------------------------+--+--+------------------+----------+-------------+
| Travel | | | (457) | | 1,436 |
+-------------------------------+--+--+------------------+----------+-------------+
| Events | | | 747 | | 2,184 |
+-------------------------------+--+--+------------------+----------+-------------+
| Unallocated corporate | | | (2,340) | | (2,981) |
| expenses | | | | | |
+-------------------------------+--+--+------------------+----------+-------------+
| | | | (2,050) | | 639 |
+-------------------------------+--+--+------------------+----------+-------------+
| Share based payments, | | | | | |
| amortisation of intangibles, | | | | | |
| separately disclosed items, | | | | | |
| valuation of derivatives, | | | | | |
| financing & taxation | | | | | |
+-------------------------------+--+--+------------------+----------+-------------+
| Travel | | | (5,590) | | (496) |
+-------------------------------+--+--+------------------+----------+-------------+
| Events | | | (24) | | (202) |
+-------------------------------+--+--+------------------+----------+-------------+
| Unallocated corporate | | | (120) | | (162) |
| (expenses) / income | | | | | |
+-------------------------------+--+--+------------------+----------+-------------+
| | | | (5,734) | | (860) |
+-------------------------------+--+--+------------------+----------+-------------+
| Profit/(loss) for the year | | | | | |
| from continuing operations | | | | | |
+-------------------------------+--+--+------------------+----------+-------------+
| Travel | | | (6,047) | | 940 |
+-------------------------------+--+--+------------------+----------+-------------+
| Events | | | 723 | | 1,982 |
+-------------------------------+--+--+------------------+----------+-------------+
| Unallocated corporate | | | (2,460) | | (3,143) |
| expenses | | | | | |
+-------------------------------+--+--+------------------+----------+-------------+
| | | | (7,784) | | (221) |
+-------------------------------+--+--+------------------+----------+-------------+
3. Separately disclosed items
+-------------------------------+--+--+------------------+----------+-------------+
| | | | 2010 | | 2009 |
+-------------------------------+--+--+------------------+----------+-------------+
| | | | | | |
| | | | GBP'000 | | GBP'000 |
+-------------------------------+--+--+------------------+----------+-------------+
| | | | | | |
+-------------------------------+--+--+------------------+----------+-------------+
| Restructuring costs | | | 137 | | 298 |
+-------------------------------+--+--+------------------+----------+-------------+
| Impairment of goodwill | | | 5,390 | | - |
+-------------------------------+--+--+------------------+----------+-------------+
| Villa business restructuring | | | - | | 406 |
| - new systems and contract | | | | | |
| re-negotiation | | | | | |
+-------------------------------+--+--+------------------+----------+-------------+
| Discontinued systems costs | | | - | | 95 |
+-------------------------------+--+--+------------------+----------+-------------+
| | | | 5,527 | | 750 |
+-------------------------------+--+--+------------------+----------+-------------+
2010
RESTRUCTURING COSTS
During the year the Group restructured its central management team incurring
non-recurring charges of GBP137,000 (2009: 298,000) in respect of redundancy and
other termination payments.
IMPAIRMENT OF GOODWILL
The Group impaired the carrying value of goodwill of the Travel operation
following its annual impairment review incurring a charge of GBP5,390,000 (2009:
GBPnil).
2009
VILLA BUSINESS RESTRUCTURING COSTS
During the year the Group restructured its Villa operations renegotiating the
programme, limiting the committed contracts and implementing new systems
resulting in a net cost of GBP406,000.
DISCONTINUED SYSTEMS COSTS
During the year the Group ceased to use legacy reservation systems at a cost of
GBP95,000.
4. Taxation
+-------------------------------+--+--+----------+----------+-------------+
| | | | 2010 | | 2009 |
+-------------------------------+--+--+----------+----------+-------------+
| | | | GBP'000 | | |
| | | | | | GBP'000 |
+-------------------------------+--+--+----------+----------+-------------+
| Current tax | | | | | |
+-------------------------------+--+--+----------+----------+-------------+
| UK Corporation tax | | | - | | - |
+-------------------------------+--+--+----------+----------+-------------+
| Adjustments in respect of | | | - | | 22 |
| prior years | | | | | |
+-------------------------------+--+--+----------+----------+-------------+
| | | | - | | 22 |
+-------------------------------+--+--+----------+----------+-------------+
| Deferred tax | | | | | |
+-------------------------------+--+--+----------+----------+-------------+
| Arising on the origin and | | | | | 8 |
| reversal of temporary | | | 3 | | |
| differences | | | | | |
+-------------------------------+--+--+----------+----------+-------------+
| Adjustment in respect of | | | (2) | | - |
| prior years | | | | | |
+-------------------------------+--+--+----------+----------+-------------+
| | | | | | |
+-------------------------------+--+--+----------+----------+-------------+
| Total tax credit for the year | | | 1 | | 30 |
+-------------------------------+--+--+----------+----------+-------------+
The deferred tax credit arises on the reversal of temporary differences between
the carrying value of intangible assets in the financial statements and the
amounts used for taxation purposes.
The group has accumulated tax losses of approximately GBP10,375,145 (2009:
GBP7,952,146) available to carry forward against future profits. No deferred tax
asset is recognised in respect of these tax losses as the prospects for recovery
are uncertain. Future tax charges may be affected by the utilisation of the
losses and the potential recognition of deferred tax assets.
5. Loss per share
Basic loss per share is based on the earnings attributable to ordinary
shareholders divided by the weighted average number of ordinary shares
outstanding during the year.
+-----------------------------------+--+----------+-------------+-------------+
| | | | 2010 | 2009 |
+-----------------------------------+--+----------+-------------+-------------+
| | | | | |
+-----------------------------------+--+----------+-------------+-------------+
| Loss for the year from continuing | | | 11,622 | 755 |
| and discontinued operations | | | | |
| (GBP000) | | | | |
+-----------------------------------+--+----------+-------------+-------------+
| Weighted average number of shares | | | 293,786,357 | 227,908,553 |
+-----------------------------------+--+----------+-------------+-------------+
| Basic and fully diluted loss per | | | (3.96)p | (0.33)p |
| share (pence) | | | | |
+-----------------------------------+--+----------+-------------+-------------+
| | | | | |
+-----------------------------------+--+----------+-------------+-------------+
| Loss for the year from continuing | | | 7,784 | 221 |
| operations (GBP000) | | | | |
+-----------------------------------+--+----------+-------------+-------------+
| | | | | |
+-----------------------------------+--+----------+-------------+-------------+
| Basic and fully diluted loss per | | | (2.65)p | (0.10)p |
| share (pence) from continuing | | | | |
| operations | | | | |
+-----------------------------------+--+----------+-------------+-------------+
6. Business combinations
The Group made no acquisitions during the year ended 30 September 2010.
7. Trade and other receivables
+-----------------------------------------------+----------+----------+
| | 2010 | 2009 |
| | GBP000 | GBP000 |
+-----------------------------------------------+----------+----------+
| | 2,734 | 3,158 |
| Trade receivables | | |
+-----------------------------------------------+----------+----------+
| Other receivables | 656 | 627 |
+-----------------------------------------------+----------+----------+
| Prepayments and accrued income | 4,012 | 3,535 |
+-----------------------------------------------+----------+----------+
| | | |
+-----------------------------------------------+----------+----------+
| | 7,402 | 7,320 |
+-----------------------------------------------+----------+----------+
| | | |
+-----------------------------------------------+----------+----------+
8. Current trade and other payables
+-----------------------------------------------+----------+----------+
| | 2010 | 2009 |
| | GBP000 | GBP000 |
+-----------------------------------------------+----------+----------+
| | 2,743 | 3,796 |
| Trade payables | | |
+-----------------------------------------------+----------+----------+
| Other payables | 547 | 737 |
+-----------------------------------------------+----------+----------+
| Accruals and deferred income | 10,799 | 9,525 |
+-----------------------------------------------+----------+----------+
| | | |
+-----------------------------------------------+----------+----------+
| | 14,089 | 14,058 |
+-----------------------------------------------+----------+----------+
| | | |
+-----------------------------------------------+----------+----------+
9. Post Balance Sheet Events
On 1 November 2010 the Group disposed of the trade of W&O Travel Villa Select
product for a consideration of GBP155,000 and therefore this has been treated as
discontinued within the Tour Operations division.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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