Interim Results

30 July 2015

All Leisure group plc ("All Leisure", the "Company" or the "Group")

Unaudited interim results for the six months ended 30 April 2015

Highlights

The Group's result for the six months ended 30 April 2015 is a loss after tax of £12.3m, an improvement of £3.3m compared to the loss after tax of £15.6m in the first half last year. This loss includes a charge for the movement in the fair value of derivative hedging instruments of £37k (six months ended 30 April 2014: charge of £3.9m). Highlights of the period under review include:

· Revenue for the seasonally quieter first half was £45.9m, down £3.2m compared to the six months to 30 April 2014. Cruise revenue was down £2.1m and Escorted Tours revenue was down £1.1m.

· Planned dry-dock maintenance was performed for both "Minerva" and "Voyager", causing a significant combined loss of 32 cruising days in the period. This reduced revenue by c. £1.5m compared to the previous year when no dry dock was performed for either vessel. As a result of engineering issues arising in the dry dock, one planned Minerva cruise was also cancelled in the period with a further loss of revenue of £0.9m.

· Excluding the dry-dock periods, the Cruise division achieved 77% occupancy in the first half, in line with the same period last year. Encouragingly, revenue per passenger-night improved by 12% in comparison to the same period last year. The decision to dispose of the vessel "Discovery" in October 2014 also contributed positively to the improved result, as losses of £2.0m were incurred on this vessel in the first half last year.

· In Escorted Tours, passenger numbers were down 4% compared to those achieved in the same period last year, with average revenue per passenger down 1%. Events in Syria had a very severe impact on demand for Escorted Tours to neighbouring Turkey. Departures to certain Asian destinations (Vietnam, Thailand, India) were also significantly down in the period in line with the market, offset by stronger departures to our core markets of USA and Italy.

· Year-on-year underlying currency was £0.6m unfavourable, mainly as a result of weaker Sterling against the US Dollar. Realised foreign currency transaction losses arising mainly from derivative currency hedging instruments were £2.1m (six months to 30 April 2014: £1.6m).

· Unrestricted cash at bank improved to £5.6m (30 April 2014: £5.1m).

Outlook

The trading performance in the first half of the year has been broadly in line with expectations, with a small improvement in seasonal losses despite the dry dock periods for Minerva and Voyager. The derivative currency hedging instruments that were purchased in prior years continue to generate losses, but the business has now started to hedge future USD and Euro requirements using simple forward contracts, and the last of the loss-making derivative contracts will expire in early 2016.

We have currently sold 89% of budgeted escorted tour revenue for departures up to 31 October 2015, and 92% of budgeted cruise revenue for this year's departures up to 31 October 2015.

Geo-political events continue to impact the business adversely; the ongoing conflict in Ukraine continues to affect Cruising in the Black Sea, removing these previously profitable itineraries from our future plans. Our Escorted Tour programme to Russia has been cancelled as a consequence of the onerous new visa regulations which deterred our customers from booking. The conflict in Syria and its effect on surrounding territories has also impacted Escorted Tours bookings to Turkey for the full year FY15, which are currently c.54% down relative to bookings taken at the same point in F14. The recent bombing in Luxor will continue to disrupt tourism to Egypt.

The cruise industry is becoming increasingly competitive as new vessels are launched and the capacity within the industry grows. Consequently the industry is seeing increased levels of price competition which is expected to negatively affect the profitability of the Group in the second half of the year and beyond.

Commenting Roger Allard, Executive Chairman of All Leisure said:

I am pleased to report that the seasonal losses for the first half year have been reduced, despite the dry dock periods for both Voyager and Minerva, which reduced available sailing time.

The impact of derivative currency hedging contracts on our results continues to be negative as historic contracts continue to unwind, and the losses incurred in this first half are likely to continue into the second half, depending on the key Sterling-USD and Sterling-Euro rates.

The outlook for our volume Cruise brands (Swan Hellenic and Voyages of Discovery) is very challenging as a result of increasing industry capacity and the consequential effect on pricing and margins, together with the ongoing issues in the Black Sea region. Our niche, luxury "Hebridean Island Cruises" brand continues to perform very well, delivering increasing levels of profitability.

The Escorted Tours business has suffered a decline in passenger bookings this year, partly driven by various geo-political events, but the underlying business remains attractive and I am confident about the future of the Travelsphere and Just You brands.

With the Company continuing to experience these difficult trading conditions the Board anticipates that full year performance will be below expectations and now expects the business to make a small loss for the full year.

For further information:

All Leisure group plc

Roger Allard, Executive Chairman 07836 382 767

Ian Smith, Group Chief Executive Officer 01858 588 396

Nigel Arthur, Group Finance Director 01858 588 396

Broker and Nominated Adviser

Panmure Gordon Andrew Godber/Charles Leigh-Pemberton 020 7886 2500

Chairman's Statement

Overview

The Group reports a loss after tax for the half year ended 30 April 2015 of £12.3m (half year ended 30 April 2014: loss of £15.6m; full year ended 31 October 2014: loss of £7.5m). Loss per share - basic and diluted - for the half year ended 30 April 2015 was 19.9 pence compared with 25.2 pence loss per share for the comparative period (full year ended 31 October 2014: 12.1 pence loss per share).

The Group's Operating result before unrealised losses on derivative contracts for the half year ended 30 April 2015 was a loss of £11.8m (half year ended 30 April 2014: loss of £11.4m; full year ended 31 October 2014: loss of £7.3m).

In terms of cash, half year gross cash balances at 30 April 2015 stood at £9.5m (unrestricted: £5.6m, restricted: £3.9m) compared with £8.6m at 30 April 2014 (unrestricted: £5.1m, restricted: £3.5m) and £15.1m at 31 October 2014 (unrestricted: £11.6m, restricted: £3.5m).

Operational Review

Cruise Operations

In the six months to April 2015 the mv Minerva completed a full winter itinerary commencing in the Arabian Sea and heading to Asia where she visited a range of destinations including Singapore, Cambodia, Vietnam, Hong Kong, Japan and Thailand. She then returned to the Mediterranean via the Suez Canal. A dry-dock was completed in Singapore.

The mv Voyager also operated a full winter itinerary starting from the Arabian Sea to South Africa and the Canary Islands and then North to the UK. Finally, "Voyager" went "In Search of the Northern Lights" off the coast of Norway, and made a final journey to observe the total eclipse, which was a very popular cruise. Her dry-dock was passed in Germany.

The mv Hebridean Princess operated its usual autumn and spring season around West Scotland.

Excluding the dry-dock periods, the Cruise division in aggregate achieved 77% occupancy in the first half, in line with the same period last year. Encouragingly, revenue per passenger-night improved by 12% in comparison to the same period last year.

Escorted Tour Operations

Escorted Tours passenger numbers were down 4% in the first six months compared to those achieved in the same period last year, with average revenue per passenger down 1%. Events in Syria had a very severe impact on demand for Escorted Tours to neighbouring Turkey. All Escorted Tours departures to Russia in the first six months were cancelled as the Russian government introduced new visa procedures which deterred visitors. Departures to certain Asian destinations (Vietnam, Thailand and India) were also significantly down in the period, offset by stronger departures to our core markets of USA and Italy. The Discover Egypt program remains active, but with very low passenger volumes as a result of the political situation.

Hedging

As in previous years, a significant element of the Group's costs are denominated in foreign currencies, especially US dollars and Euros.

The Group is fully hedged for USD and Euro for the current financial year, and has currently hedged c.80% of its 2016 Euro requirements and c.45% of USD requirements. The Group also has hedge contracts in place for approximately 37% of its projected cruise fuel requirement for the next twelve months.

Insurance

The nature of the Group's activities gives rise to various insurable risks including engineering issues with its vessels and the cost of cancellation of holidays for reasons beyond the Group's control. Such events can give rise to insurance claims, the resolution of which can be very protracted. Accordingly the Group takes a prudent approach in recognising income from insurance claims.

Roger Allard

Chairman

Unaudited Interim Condensed Financial Statements

Consolidated Income Statement

For the six months ended 30 April 2015

All results derive from continuing operations and are attributable to equity holders of the parent company.

Consolidated Statement of Comprehensive Income

For the six months ended 30 April 2015

Consolidated Balance Sheet

At 30 April 2015

Consolidated Statement of Changes in Equity

For the six months ended 30 April 2015

Consolidated Cash Flow Statement

For the six months ended 30 April 2015

Notes to the Unaudited Interim Condensed Financial Statements

For the six months ended 30 April 2015

1. Basis of presentation

The interim condensed unaudited financial statements of the Group for the six months ended 30 April 2015 have been prepared in accordance with the International Financial Reporting Standards ('IFRS') accounting policies adopted by the Group and set out in the annual report and financial statements for the year ended 31 October 2014. The Group does not anticipate any changes in these accounting policies for the year ended 31 October 2015.

As permitted, this interim report has been prepared in accordance with the AIM rules and not in accordance with IAS 34 "Interim financial reporting". While the financial figures included in these interim condensed financial statements have been computed in accordance with IFRSs applicable to interim periods, this announcement does not contain sufficient information to constitute an interim financial report as that term is defined in IFRSs.

The financial information contained in the interim report also does not constitute statutory financial statements for the purposes of s434 of the Companies Act 2006. The financial information for the year ended 31 October 2014 is based on the statutory financial statements for the year ended 31 October 2014. The auditor reported on those financial statements. This report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under s498(2) or (3) Companies Act 2006.

Going concern

After conducting a further review of the Group's forecasts of earnings and cash over the next twelve months and after making appropriate enquiries as considered necessary, including exposure to external risks as described in the Chairman's Statement, the directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the half yearly condensed financial statements. 

Operating loss

Operating loss is stated as loss before tax, investment income, finance costs and other gains and losses.

2. Critical accounting judgements and key sources of estimation uncertainty

The directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities at each period end. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The following are the critical accounting judgements and estimates that the Directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in financial statements:

· Residual value of cruise ships

· Valuation of derivative financial instruments

· Key assumptions applied in determining the defined benefit pension liability

· Impairment of assets

The estimates and underlying assumptions are reviewed on an ongoing basis. There has been no change to the application of critical accounting judgements or key sources of estimation uncertainty from those set out in the 31 October 2014 financial statements.

3. Business segments

The Group has identified two reporting segments: Cruising (including the Voyages of Discovery, Swan Hellenic and Hebridean Island Cruises brands) and Tour Operating (including the Travelsphere, Just You and Discover Egypt brands).

Reporting segment revenues and results

The following is an analysis of the Group's revenue and results by reportable segments in 2015.

Central salary costs and gains on derivative financial instruments have not been allocated to either of the Group's two reporting segments and are shown separately as Corporate items.

4. Exceptional items

The restructuring costs disclosed above for the half year to 30 April 2015 include costs arising from the closure of the Group's office in Fort Lauderdale and other redundancies. Restructuring costs for prior periods relate to the ongoing integration of the cruise and tour operating businesses.

During the year ended 31 October 2014 the Group entered into a contract to sub-lease its offices in Southampton and therefore released the balance on the onerous lease provision of £104,000 which had previously been recognised in relation to this lease.

The Group disposed of mv Discovery during the year ended 31 October 2014 incurring a loss on disposal of £7,095,000.

5. Income taxes

The tax charge of £319,000 (six months ended 30 April 2014: £183,000; year ended 31 October 2014: £258,000) represents an effective rate of (2.7)% (six months ended 30 April 2014: (1.2)%; year ended 31 October 2014: 3.6%). Certain of the Group subsidiary companies are subject to taxation under the UK Tonnage Tax regime. Under this regime, a shipping company may elect to have its taxable profits computed by reference to the net tonnage of each of the qualifying ships it operates.

At the balance sheet date, the Finance Act 2013 had been substantively enacted confirming that the main UK corporation tax rate will be 20% from 1 April 2015. Therefore, at 30 April 2015, deferred tax assets and liabilities have been calculated based on a rate of 20%.

6. Dividends

It was announced on 27 July 2012 that the Group is not proposing to pay dividends for the foreseeable future.

7. Loss per share (pence)

8. Property, ships, plant and equipment

During the period, the Group spent £3,593,000 on capital expenditure. The majority of this was in relation to dry dock work undertaken on the Group's ships.

9. Share capital

The Company has one class of ordinary shares which carry no rights to fixed income. 

10. Financial Instruments fair value disclosures

The only assets and liabilities of the Group in the current period and proceeding period and year which have been measured at fair value through profit and loss are its derivative financial instruments. The fair values of these are derived from those inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) and they therefore are categorised within level 2 of the fair value hierarchy set out in IFRS 7. Accordingly, no table presenting an analysis of financial instruments that are measured subsequent to initial recognition at fair value by Levels 1 - 3 is presented.

For the derivative financial instruments (both currency and fuel), the fair value has been calculated by discounting the future estimated cash flows based on the applicable yield curve derived from quoted interest rates. The derivatives are carried at fair value and accordingly, the book value and fair value are the same.

11. Notes to the consolidated cash flow statement

12. Related party transactions

Trading transactions

During the period/year, Group companies entered into the following transactions with related parties who are not members of the Group:

Roger Allard Limited is a company owned and controlled by Mr R J Allard, a director of the Company and majority shareholder of the Group, and the payments made are for consultancy services.

PB Consultancy services is owned and controlled by Mr P E Buckley, the Company Secretary of the Group, and the payments are for consultancy, accounting and Company Secretarial services.

In addition to the above transactions, the Group sold a property to Mr R J Allard for £350,000 during the year ended 31 October 2014.

On 15 May 2012, All Leisure Group PLC acquired 100% of the issued share capital of Page & Moy Travel Group Limited ("PMTGL"), on a debt free basis, for a consideration of £3.3m. The consideration was funded with a £5.8m loan from a consortium of individual investors, some of whom were related parties. The lenders who meet the definition of related parties, and the amounts loaned to the Group are as follows:

N J Jenkins is a director and shareholder in All Leisure group plc. D A Wiles is a director of All Leisure Holidays Limited, a subsidiary of All Leisure group plc.

13. Prior period restatement

Costs totalling £1,360,000 have been reclassified from selling and administrative expenses to operating expenses in the income statement for the period ended 30 April 2014 following a review of the categorisation of income and expenditure items.

14. Ultimate Controlling Party

By virtue of his majority shareholding, the ultimate controlling party is Mr R J Allard.

Unaudited Interim Condensed Financial Statements

Independent Review Report to All Leisure group plc

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 April 2015 which comprises the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Consolidated Statement of Changes in Equity, the Consolidated Cash Flow Statement and related notes 1 to 14. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the Company in accordance with the International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the Company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this report, or for the conclusions we have formed.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the AIM Rules of the London Stock Exchange.

As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report have been prepared in accordance with the accounting policies the Group intends to use in preparing its next annual financial statements.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of Review

We conducted our review in accordance with the International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 April 2015 is not prepared, in all material respects, in accordance with the AIM Rules of the London Stock Exchange.

Deloitte LLP

Chartered Accountants and Statutory Auditor

Nottingham, United Kingdom

30 July 2015