28th Jan 2008 07:01
All Leisure Group plc28 January 2008 All Leisure Group plc for the year ended 31 October 2007 HIGHLIGHTS All Leisure Group plc (AIM: ALLG) the destination-led, niche cruise operatorannounces its maiden final results for the twelve months ended 31 October 2007. Financial highlights: • Turnover of £45.4m • Profit before tax of £7.03m • Earnings per share of 12.3p • Recommended dividend of 5p per share Operational highlights: • Successful acquisition of Swan Hellenic • Strong performance by Voyages of Discovery • Good profits from Discover Egypt • Appointment of two independent non-executive directors, Nigel Jenkins and Ross Jobber • mv Minerva contracted for 6 years (delivered in November 2007) Commenting on the results, Executive Chairman Roger Allard said: "I am extremely pleased to deliver results slightly ahead of market expectationsand propose a 5p dividend per share - marginally ahead of the anticipated level. It is our strategy to develop more cruising itineraries by chartering, leasingor purchasing additional quality vessels to satisfy demand from the growingmature passenger cruise market. As a result we are announcing today the launchof a Swan's River Cruise in Europe programme for 2009. Our focus on the more mature customer with a relatively stable disposable incomeand available time, continues to be successful even in the current economicclimate. The Company is very well placed, both strategically and financially, to takefull advantage by using its strong brands and unique cruises." All Leisure Group plc Roger Allard, Chairman 01444 462103 Citigate Dewe Rogerson Ginny Pulbrook / Hannah Seward 020 7638 9571 Blue Oar Securities William Vandyk/Matthew Marchant 020 7448 4400 Chairman's Statement Voyages of Discovery had a successful year using the Group-owned vessel mvDiscovery and sales continue in line with expectations. During the year, we contracted our second ship, mv Minerva which wassuccessfully delivered and entered into service on 7 November 2007 as planned.The acquisition of the Swan Hellenic brand in July, together with the additionof key Swan Hellenic senior management, has proved to be a great success withSwan's sales exceeding our original projections. The integration of Swan Hellenic has led to efficiency gains within the businesswith synergies being achieved both in back and front office functions for bothbrands. Based on the excellent performance of Swan Hellenic ocean bookings, the Companyhas announced the launch of Swan's River Cruises, which is now on sale, offeringcruises on the Danube and the Rhone, on luxurious modern vessels, together withproviding unique Swan's products, commencing Summer 2009. Discover Egypt, which specialises in year round Nile cruises, had a satisfactoryperformance in 2007. It is our strategy to develop more destination itineraries and it is ourintention to acquire by charter, lease or purchase more quality vessels tosatisfy demand from the growing mature passenger cruise market. Results and Financial Review Turnover in the period decreased by 5% from the previous year to £45.4 million(2006: £47.8 million). The previous year included £805,000 attributable to thePavilion tours business which has now been disposed of and exceptional revenuegenerated by our Discover Egypt division taking on the obligations of a rivaloperator who failed during 2006. Excluding these items, turnover increased byapproximately 2.8 per cent. during the year. In addition, it should be notedthat mv Discovery was in dry dock for 11 days in November/December 2006 and notgenerating any revenue for that period but still incurring fixed costs. Operating profit for the group was 14.3% ahead at £6.2 million (2006: £5.4million before exceptional profit on disposal of goodwill). This increase arosefrom the fall in administrative expenses due in respect of Discover Egypt whosecosts are directly correlated to turnover and reduction in costs as a result ofthe disposal of Pavilion Tours, but was after approximately £530,000 of start upcosts for Swan Hellenic. Profit before taxation rose by 12.5 per cent. to £7.0 million (2006: £6.3million) and, due to a tax credit in the year, net profit rose by 61 per cent.over the prior year to £7.6 million (2006: £4.7 million). Based on the issued share capital of 61,406,556 shares at 31 October 2007, theCompany has reported earnings per share of 12.3 pence. It is proposed that a dividend of 5 pence per share be paid for the full year,which will cost the company a little under £3.1 million. Our balance sheet remains strong, with approximately £15.8 million of net cashand cash at bank of £28.05m. Operating Review Voyages of Discovery had another successful year operating 29 cruises; in theSouthern Hemisphere during the Winter visiting South America, Antarctica andCentral Caribbean, returning to the UK in May and then operating cruises out ofHarwich to the Baltic, Norwegian Fjords, Spitzbergen and Greenland beforecruising to the Mediterranean in the Autumn with cruises to the Black Sea,Adriatic and North Africa. The mv Discovery was originally leased by the Group commencing operations in2003 and was subsequently purchased in May 2005. She is a 20,216 tons vesselwith 356 cabins and 708 lower berths. Over 40% of mv Discovery's passengers arereturning customers and over 95% of passengers completing questionnairesindicate that they will cruise again with us. In connection with the acquisition of Swan Hellenic from Lord Sterling, whoremains Chairman of the brand and is now a meaningful shareholder in theCompany, All Leisure chartered the Minerva, a 12,449 tonne vessel with 197cabins and 394 lower berths, which was custom built for Swan Hellenic anddelivered in 1996, and operated for them for seven years. The programme forSummer 2008, which was launched late to market following acquisition of thebrand, has been selling incredibly well. With such a loyal Swan customer base,we have today launched Swan's River Cruises commencing summer 2009, operating onthe Danube and the Rhone using luxurious, modern vessels carrying up to 200passengers on each cruise. Discover Egypt continues to trade strongly and profitably and its year roundprogramme in Egypt, particularly cruises on the Nile, proved once again to beextremely successful. This division is looking to further enhance its offeringwith better quality vessels. Current Trading and Outlook Voyages of Discovery continues to trade successfully with sales on target forthe forthcoming summer. To date, 65% of budgeted revenues have been sold forSummer 2008, which is similar to this time last year, on 62% of budgetedavailable lower berths. Swan Hellenic's sales for Summer 2008 have exceededexpectations and we have currently sold 88% of available budgeted lower berthsand achieved 91% of budgeted revenue. For Winter 2008 / 2009, both brands,whilst still early in the booking cycle, are performing in line with ourexpectations. Discover Egypt continues to trade successfully and sales are in line for boththis winter and next summer. All Leisure has three unique brands appealing to mature customers, with adedicated, experienced management team and is positioned to pursue growthopportunities. Roger Allard Chairman 28 January 2008 All Leisure Group plc Directors' Report The directors present their report and accounts for the year ended 31 October2007. Principal activities and review of the business The company's principal activity during the year continued to be that of aparent and holding company whose main trading subsidiary, All Leisure HolidaysLimited, is a cruise tour operator. Turnover has decreased by 5% (2006 - increased by 29%) during the year. Thegroup is in a good position to take advantage of any opportunities which mayarise in the future. The directors have decided upon a further year ofcontrolled growth given the successful year's performance. The business isreviewed in detail in the Chairman's statement. The geographical split of turnover is given in note 2. Results and dividends The profit for the year, after taxation, is reflected on page 5. The companypaid ordinary dividends during the period amounting to £1,665,000 (2006 -£735,000) leaving a profit to be retained of £5,891,000 (2006 - restated -£3,958,000). The directors propose a final dividend of 5p per ordinary sharewhich if approved will result in a total final dividend of £3,070,328 payable toshareholders. Future developments The directors aim to maintain the management policies which have resulted in thegroup's growth in recent years. They consider that the next year will show afurther growth in sales. Directors The directors who served during the year and their interests in the sharecapital of the company were as follows: 31 Oct 2007 1 Nov 2006 Ordinary Ordinary 1p shares £1 shares R J Allard 36,156,539 40,272R D Bryant 2,244,521 2,500H M Melard - resigned 6 September 2007 833 -N J Jenkins - appointed 6 September 2007 33,400 -R A Jobber - appointed 6 September 2007 55,600 -P S Ovenden 3,122,577 3,478D P Smith - resigned 6 September 2007 2,488,725 2,772D A Yellow - resigned 6 September 2007 - -D A Wiles - resigned 6 September 2007 - - Other major shareholders - 3 percent or more of the Company's shares The Right Honourable Lord Sterling of Plaistow 3,684,400 - P Buckley 3,122,577 3,478 Framlington Investments 2,777,800 - Employment policy The group is committed to a policy of recruitment and promotion on the basis ofaptitude and ability without discrimination of any kind. The Group gives fullconsideration to disabled applicants for employment, having regard to theirparticular aptitudes and abilities and they share in opportunities for training,career development and promotion. It is management policy to keep its employeesinformed on matters affecting them through regular briefings and consultations. Policy on the payment of creditors The Group seeks to maintain good relations with all of its trading partners. Inparticular it is the Group's policy to abide by the terms of payment agreed witheach of its suppliers. As the Company does not trade no information has beenprovided about the Company's creditor payment policy or its creditor days. Corporate governance The board of the group is committed to high standards of corporate governance. On 25 January 2008, the board comprised an executive Chairman, two independentnon executive directors, a non executive director and an executive director. Theboard structure ensures that no individual or Group dominates the decisionmaking process. It is proposed that the board will normally meet four times a year. The boardreceives appropriate and timely information, Board and Committee papers normallybeing sent out several days before meetings take place. All directors haveaccess to the advice and services of the Company Secretary. The board delegatesspecific responsibilities to the Board Committees detailed below. The Group's Articles of Association require that at the Annual General Meetingany director then in office who has been appointed by the board since theprevious Annual General Meeting or has held office for three years or more sincehe was appointed or last re-appointed by the Group in general meeting, shallretire and be eligible for re-appointment. Audit Committee The Audit Committee, which intends to meet at least three times a year,comprises R A Jobber (Chairman) and N J Jenkins, both of whom are independentnon-executive directors. The Committee's terms of reference include monitoring the integrity and clarityof the accounts and any formal announcements relating to the Group's financialperformance and reviewing any significant financial reporting issues andjudgements which they contain; reviewing the consistency of, and any changes to,accounting policies, the application of appropriate accounting standards and themethods used to account for significant or unusual transactions; reviewing theeffectiveness of the Group's internal controls and risk management systems;making recommendations as to the appointment, terms of engagement andremuneration of the external auditors; assessing the external auditors'independence, objectivity and effectiveness; approving the annual external auditplan and reviewing with the external auditors the nature, scope and results oftheir audit and any issues raised by them. Remuneration Committee The remuneration Committee comprises N J Jenkins (Chairman), R A Jobber and P SOvenden, two of whom are independent non executive directors and meets asnecessary. Going concern After making enquiries, the directors have a reasonable expectation that theGroup has adequate resources to continue in operational existence for theforeseeable future. For this reason they continue to adopt the going concernbasis in preparing the accounts. Political and charitable donations During the year, the group made various charitable contributions totalling£8,803 (2006 - £7,810). Directors' responsibilities The directors are responsible for preparing the report and accounts inaccordance with applicable law and regulations. Company law requires the directors to prepare accounts for each financial year.Under that law the directors have elected to prepare the accounts in accordancewith United Kingdom Generally Accepted Accounting Practice (United KingdomAccounting Standards and applicable law). The accounts are required by law togive a true and fair view of the state of affairs of the company and of theprofit or loss of the company for that period. In preparing these accounts, thedirectors are required to: - select suitable accounting policies and then apply them consistently;- make judgements and estimates that are reasonable and prudent;- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the accounts;- prepare the accounts on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping proper accounting records thatdisclose with reasonable accuracy at any time the financial position of thecompany and enable them to ensure that the accounts comply with the CompaniesAct 1985. They are also responsible for safeguarding the assets of the companyand hence for taking reasonable steps for the prevention and detection of fraudand other irregularities. Disclosure of information to auditors So far as each director at the date of approval of this report is aware: - there is no relevant audit information of which the company's auditors are unaware; and - the directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information. This report was approved by the board on 28 January 2008. R D Bryant esq Director All Leisure Group plcConsolidated Profit and Loss Accountfor the year ended 31 October 2007 Restated Notes 2007 2006 £000s £000sTurnoverContinuing activities 45,400 46,975Discontinued activities 27 - 805 Turnover 2 45,400 47,780 Cost of sales (30,383) (31,668) Gross profit 15,017 16,112 Distribution costs (3,339) (3,383)Administrative expenses (5,478) (7,303) Operating profit on:Continuing activities 6,200 5,519Discontinued activities 27 - (93)Operating profit 3 6,200 5,426 Exceptional items: profit on sale of goodwill 4 - 136 6,200 5,562 Interest receivable 958 688Interest payable 7 (124) - Profit on ordinary activities before taxation 7,034 6,250 Tax on profit on ordinary activities 8 522 (1,557) Profit for the financial year 7,556 4,693 None of thecompany'sactivitieswere acquiredordiscontinuedduring theabove twofinancialyears.The company has norecognised gains orlosses other than theprofit for the above twofinancial years.Earnings per shareBasic 12.30p 7.64p Basic earnings per share is based on a profit on ordinary activities aftertaxation of £7,556,000and 61,406,556 ordinary shares of 1p. These are the sharesat issue as at 31 October 2007 and the shares at issue going forward. During theyear the company shareholding was increased and subdivided (see note 18),therefore the directors have stated a comparative based upon the previous yearsprofit on ordinary activities after taxation of £4,693,000 and 61,406,566 sharesof 1p so that the comparative is meaningful. All Leisure Group plcStatement of total recognised gains and lossesfor the year ended 31 October 2007 Restated Notes 2007 2006 £000s £000s Profit for the financial year 7,556 4,693 Unrealised surplus on revaluation of properties 10 - 11 Total recognised gains and losses related to the 7,556 4,704year All Leisure Group plcBalance Sheetas at 31 October 2007 RestatedConsolidated Notes 2007 2006 £000s £000sFixed assetsIntangible assets 9 3,207 -Tangible assets 10 12,825 14,552 16,032 14,552 Current assetsStocks 12 805 205Debtors 13 2,539 3,242Cash at bank and in hand 28,055 16,787 31,399 20,234 Creditors: amounts falling due 14 (16,856) (19,855)within one year Net current assets 14,543 379 Total assets less current 30,575 14,931liabilities Creditors: amounts falling due 15 (4,612) (6,375)after more than one year Provisions for liabilitiesDeferred taxation 17 (13) (591) Net assets 25,950 7,965 Capital and reservesCalled up share capital 18 615 53Share premium 19 12,049 14Revaluation reserve 20 226 226Other reserves 21 83 83Profit and loss account 22 12,977 7,589 Shareholders' funds 24 25,950 7,965 R J Allard esq R D Bryant esqDirector Director Approved by the board on 28 January 2008 All Leisure Group plcBalance Sheetas at 31 October 2007 Company Notes 2007 2006 £000s £000sFixed assetsIntangible assets 9 3,207 -Tangible assets 10 280 280Investments 11 30 30 3,517 310 Current assetsDebtors 13 9,424 57 9,424 57 Creditors: amounts falling due 14 - (20)within one year Net current assets 9,424 37 Total assets less current 12,941 347liabilities Net assets 12,941 347 Capital and reservesCalled up share capital 18 615 53Share premium 19 12,049 14Revaluation reserve 20 215 215Profit and loss account 22 62 65 Shareholders' funds 24 12,941 347 R J Allard esq R D Bryant esqDirector Director Approved by the board on 28 January 2008 All Leisure Group plcConsolidated Cash Flow Statementfor the year ended 31 October 2007 Restated Notes 2007 2006 £000s £000sReconciliation of operating profit to net cashinflow from operating activities Operating profit 6,200 5,426Depreciation charges 1,233 1,382(Increase)/decrease in stocks (600) 36Decrease/(increase) in debtors 703 (1,015)Decrease in creditors (282) (3,688) Net cash inflow from operating activities 7,254 2,141 CASH FLOW STATEMENT Net cash inflow from operating activities 7,254 2,141 Returns on investments and servicing of finance 25 834 688 Taxation (2,366) (227) Capital expenditure 25 494 44 6,216 2,646 Equity dividends paid (1,665) (735) 4,551 1,911 Financing 25 6,717 (2,035) Increase/(decrease) in cash 11,268 (124) Reconciliation of net cash flow to movement in net debt Increase/(decrease) in cash in the period 11,268 (124)Decrease in debt and lease financing 2,170 2,035 Change in net debt 26 13,438 1,911Net funds at 1 November 8,242 6,331Net funds at 31 October 21,680 8,242 All Leisure Group plc Notes to the Accounts for the year ended 31 October 2007 1. Principal accounting policies Accounting convention The accounts have been prepared under the historical cost convention, asmodified by the revaluation of certain tangible fixed assets, and in accordancewith UK GAAP. Basis of consolidation The consolidated profit and loss account and balance sheet include the financialstatements of the company and its subsidiary undertakings made up to 31 October2007. Intra-group sales and profits are eliminated fully on consolidation. Intangible fixed assets - goodwill Purchased goodwill representing the excess of fair value of the considerationgiven over the fair value of the separable net assets acquired. Goodwill isfully amortised by equal annual instalments over its estimated useful life, andis calculated separately for each acquisition. Goodwill's useful economic lifehas been estimated by the directors at ten years, being the period over whicheconomic benefit is expected to accrue. Depreciation Depreciation is provided on all tangible fixed assets, other than freehold land,at rates calculated to write off the cost, less estimated residual value, ofeach asset evenly over its expected useful life, as follows: Office equipment 20%/25% reducing balance basis Plant and machinery 17% reducing balance basis Cruise vessel over 10 years less projected scrap value Stocks Stock is valued at the lower of cost and net realisable value. Deferred taxation Full provision is made for deferred taxation resulting from timing differencesbetween the recognition of gains and losses in the accounts and theirrecognition for tax purposes. Deferred tax is calculated at the tax rates which are expected to apply in theperiods when the timing differences will reverse, and discounted to reflect thetime value of money using rates based on the post-tax yields to maturity thatcould be obtained at the balance sheet date on government bonds with similarmaturity dates. Foreign currencies Transactions in foreign currencies are recorded at the rate ruling at the dateof the transaction. Monetary assets and liabilities denominated in foreigncurrencies are translated at the rate of exchange ruling at the balance sheetdate. All differences are taken to the profit and loss account. Leasing and hire purchase commitments Assets held under finance leases and hire purchase contracts, which are thosewhere substantially all the risks and rewards of ownership of the asset havepassed to the company, are capitalised in the balance sheet and depreciated overtheir useful lives. The corresponding lease or hire purchase obligation istreated in the balance sheet as a liability. The interest element of the rental obligations is charged to the profit and lossaccount over the period of the lease and represents a constant proportion of thebalance of capital repayments outstanding. Rentals paid under operating leases are charged to income on a straight linebasis over the lease term. Dry dock servicing and maintenance The group owns the cruise ship mv Discovery. The group is legally required toensure that the ship undergoes major overhaul servicing and maintenance in drydock twice every five years. The cost of the visits to dry dock are initiallycapitalised by the group and then released to the profit and loss account inequal monthly instalments over the period until the next planned dry dock isdue. The surplus cost of the dry dock is carried by the group in these accountsin other debtors. Pensions The group operates a defined contribution pension scheme. Contributions arecharged to the profit and loss account as they become payable in accordance withthe rules of the scheme. 2. Turnover Turnover is the total amount receivable by the group from the sale of packageholidays and other services supplied to customers in the ordinary course ofbusiness. Revenues received relating to inclusive holiday tours with departuresdates after the year end are treated as advance holiday receipts at the balancesheet date and are separately disclosed within accruals and deferred income.Payments to suppliers in respect of these holidays are included in prepayments. Turnover is attributable to one continuing activity as tour operators. Analysis by geographical market: 2007 2006 £000s £000s United States of America sales 5,178 5,454 United Kingdom sales 36,375 38,376 Rest of the world sales 3,847 3,950 45,400 47,780 3. Operating profit 2007 2006 £000s £000s This is stated after charging: Depreciation of owned fixed assets 1,233 1,382 Depreciation of assets held under finance leases and hire purchase contracts Operating lease rentals - plant and machinery 3 5 Operating lease rentals - land buildings 40 40 Auditors' remuneration for audit services 25 25 Auditors' remuneration for other services 2 2 Rents receivable from land and property (23) (22) The company has taken advantage of S320 Companies Act 1985 and has not presentedits own profit and loss account. 4. Exceptional items 2007 2006 £000s £000s Profit on sale of business - 136 Cash received - 136 Tax payable on profit on sale of business - 41 The "Profit on sale of business" in 2006 relates to the sale of Pavilion Toursfor up to £100,000 plus the payment of approved marketing expenditure. Theprofits that arose was taxed under Corporation Tax at 30 per cent as thebusiness did not qualify for tonnage tax. 5. Directors' emoluments 2007 2006 £000s £000s Emoluments 740 500 Company contributions to money purchase pension schemes 52 46 792 546 Highest paid director: Emoluments 174 139 Company contributions to money purchase pension schemes 17 16 191 155 Accrued retirement benefits from defined benefit pension schemes 2007 2006 Number of directors in company pension schemes: Number Number Money purchase schemes 7 6 6. Staff costs 2007 2006 £000s £000s Wages and salaries 3,100 3,801 Social security costs 341 539 Other pension costs 44 41 3,485 4,381 Average number of employees during the year Number Number Administration 26 25 Sales 53 51 79 76 7. Interest payable Restated 2007 2006 £000s £000s Other interest 124 - Finance charges payable under finance leases and hire purchase contracts 8. Taxation Restated 2007 2006 £000s £000s Analysis of charge in period Current tax: UK corporation tax on profits of the period 153 1,282 Adjustments in respect of previous periods (97) (80) 56 1,202 Deferred tax: Origination and reversal of timing differences (578) 355 Tax on (loss)/profit on ordinary activities (522) 1,557 Factors that may affect future tax charges For accounting periods beginning on or after 1 January 2000 a shipping companyor group may elect to have its taxable profits computed by reference to the nettonnage of each of the qualifying ships it operates. The Group have received correspondence from HM Revenue and Customs thatindicates that if an election is made to enter the Tonnage Tax regime it willqualify from February 2007 onwards. this election will cover a sizeable portionof the group's income and relates to the activities involving the mv Discovery.The group believed that it should have qualified for Tonnage Tax from May 2005but has reached agreement with HM Revenue and Customs for the Tonnage Tax regimeto apply to the company from February 2007 onwards. Comparatives have been restated to reflect the additional corporation taxpayable and deferred taxation that arose due to this agreement. 9. Intangible fixed assets £000s Goodwill Group and company Cost Additions 3,207 At 31 October 2007 3,207 Amortisation At 31 October 2007 - Net book value At 31 October 2007 3,207 Goodwill is being written off in equal annual instalments over its estimatedeconomic life of 10 years. Additions to goodwill relate to the purchase of theTrade Marks, Domain Names, Databases and Assets which relate to the brand SwanHellenic. The directors are of the opinion that due to the established natureof the brand that 10 years is not an unreasonable estimated economic life. Thegoodwill has not been amortised during the this year as it was purchased towardsthe end of the year and is to commence utilisation in the current tradingperiod. The consideration paid for the goodwill of Swan Hellenic was 3,351 Ordinary £1shares paid prior to the sub-division of shares on 6 September 2007. 10. Tangible fixed assets Freehold Cruise Plant and Total land and machinery buildings vessel Group £000s £000s £000s £000s Cost/valuation At 1 November 2006 1,130 15,194 523 16,847 Additions 372 80 291 743 Dry dock reallocation - (1,237) - (1,237) At 31 October 2007 1,502 14,037 814 16,353 Depreciation At 1 November 2006 - 1,951 344 2,295 Charge for the year - 1,128 105 1,233 At 31 October 2007 - 3,079 449 3,528 Net book value At 31 October 2007 1,502 10,958 365 12,825 At 31 October 2006 1,130 13,243 179 14,552 Company £000s £000s £000s £000s Cost/valuation At 1 November 2006 280 - - 280 At 31 October 2007 280 - - 280 Freehold land at valuation included above not depreciated 1,502 Freehold land and buildings: 2007 2006 £000s £000s Historical cost 1,276 904 Cumulative depreciation based on historical cost - - Lynnem House, 1 Victoria Way, Burgess Hill, West Sussex, RH15 9NF, the freeholdproperty owned by the group was revalued at open market value with vacantpossession as at 31 October 2006 in the sum of £850,000 by an external valuer, PL Redmond BA (Hons) DipSurv MRICS, of Messrs Stiles Harold Williams. 54/54a The Hundred, Romsey, Hampshire, a freehold property owned by the companyand the group, was revalued at open market value with vacant possession as at 21December 2005 in the sum of £280,000 by an external valuer, Ian Bell FRICS, ofMessrs Pearsons Commercial. 11. Investments The company holds 20% or more of the share capital of the following companies: Country of registration Shares held or incorporation Class % All Leisure Holidays Ltd England and Wales Ordinary 100 Discovery Cruises Ltd England and Wales Ordinary 100 Discovery Shipping Ltd England and Wales Ordinary 100 Cruise Line Direct Ltd England and Wales Ordinary 100 Voyages of Discovery Ltd England and Wales Ordinary 100 Cruise Line Direct Limited and Voyages of Discovery Limited are both dormant. Company 2007 2006 £000s £000s Investment in subsidiaries At 1 November 2006 30 30 At 31 October 2007 30 30 12. Stocks 2007 2006 Group £000s £000s Raw materials and consumables 805 205 The difference between purchase price or production cost of stocks and theirreplacement cost is not material. 13. Debtors 2007 2006 Group £000s £000s Trade debtors 6 1,118 Amounts owed by group undertakings 2,533 2,124 and undertakings in which the company has a participating interest Other debtors and prepayments 2,539 3,242 Amounts due after more than one year included in: Other debtors and prepayments 339 - 2007 2006 Company £000s £000s Trade debtors - 30 Amounts owed by group undertakings and 9,424 - undertakings in which the company has a participating interest Amounts due to group undertakings Other debtors - 27 9,424 57 14. Creditors: amounts falling due within one year Amounts owed by group undertakings and undertakings in which the company has a participating interest Restated 2007 2006 Group £000s £000s Ship loan 1,763 2,170 Trade creditors 2,651 3,608 Amounts owed to group undertakings 63 2,373 and undertakings in which the company has a participating interest Corporation tax Other taxes and social security costs 148 69 Other creditors 12 100 Accruals and deferred income 12,219 11,535 16,856 19,855 Creditors: amounts falling due within one year 2007 2006 Company £000s £000s Amounts owed to group undertakings and undertakings in which the - 20 company has a participating interest - 20 15. Creditors: amounts falling due after one year 2007 2006 Group £000s £000s Ship loan 4,612 6,375 Amounts owed to group undertakings and undertakings in which the company has a participating interest 16. Loans 2007 2006 Group £000s £000s Analysis of maturity of debt: Between two and five years 6,375 8,545 The ship loans are secured on the cruise vessel, mv Discovery. 17. Deferred taxation Restated 2007 2006 Group £000s £000s Accelerated capital allowances 13 591 Undiscounted provision for deferred tax 13 591 2007 2006 £000s £000s At 1 November 591 236 Deferred tax charge in profit and loss account (578) 355 At 31 October 13 591 18. Share capital A provision of £x has been 2007 2006 recognised for expected warranty claims on products sold during the last three financial years. It is expected that most of this expenditure will be incurred in the next financial year, and all will be incurred within two years of the balance sheet date. Group/company £000s £000s Authorised: 100,000,000 Ordinary Shares of 1p each 1,000 60 On 6 September 2007 the nominal capital of the company was increased by £940,000beyond the registered capital of £60,000. On the same day the increasedauthorised share capital of the company of 1,000,000 Ordinary Shares of £1.00each was subdivided into 100,000,000 Ordinary Shares of 1p each. 2007 2006 2007 2006 No No £000s £000s Allotted, called up and fully paid: Ordinary shares of 1p each 61,406,556 52,500 615 53 On 6 September 2007 the sum of £502,659, being part of the amount standing tothe credit of the profit and loss account of the company, was set free fordistribution amongst the holders of the issued Ordinary Shares of £1 each in thecapital of the company on the register at the close of business on 6 September2007 in the proportion of £9 for every one Ordinary Share then held that sumbeing not paid in cash but applied in paying up in full 9 Ordinary Shares of £1each in the capital of the company at present unissued to be allotted and issuedcredited as fully paid up at par to and amongst such members in the proportionof 9 new ordinary shares of £1 each for every one Ordinary Share of £1 each thenheld. The 2006 comparatives in relation to authorised and issued share capital are £1ordinary shares that were subdivided on 6 September 2007 into 1p OrdinaryShares. 19. Share premium account 2007 2006 Group/company £000s £000s At 1 November 14 14 Shares issued 12,035 - At 31 October 12,049 14 20. Revaluation reserve 2007 2006 Group £000s £000s At 1 November 226 215 Arising on revaluation during the year - 11 At 31 October 226 226 2007 2006 Company £000s £000s At 1 November 215 215 Arising on revaluation during the year - - At 31 October 215 215 21. Other reserves 2007 2006 Group £000s £000s At 1 November 83 83 At 31 October 83 83 22. Profit and loss account Restated 2007 2006 Group £000s £000s At 1 November 7,589 3,631 Profit for the financial year 7,556 4,693 Dividends (1,665) (735) Capitalisation of reserves (503) - At 31 October 12,977 7,589 2007 2006 Company £000s £000s At 1 November 65 65 Profit for the financial year 500 - Capitalisation of reserves (503) - At 31 October 62 65 On 5 September 2007 there was an intergroup dividend of £500,000 paid by AllLeisure Holidays Limited to All Leisure Group plc that was not in turndistributed to shareholders. 23. Dividends Restated 2007 2006 Company £000s £000s Dividends for which the company became liable during the year: Dividends paid 1,665 735 Dividends proposed after the balance sheet date 3,070 1,665 Comparatives have been restated to reflect dividends actually paid during theyear and that proposed at the balance sheet date as opposed to a full provisionfor both. 24. Reconciliation of movement in shareholders' funds Restated 2007 2006 Group £000s £000s At 1 November 7,965 3,996 Profit for the financial year 7,556 4,693 Dividends (1,665) (735) Other recognised gains and losses - 11 Shares issued 12,597 - Capitalisation of reserves (503) - At 31 October 25,950 7,965 2007 2006 Company £000s £000s At 1 November 347 347 Dividends received 2,165 735 Dividends paid (1,665) (735) Other recognised gains and losses - - Shares issued 12,597 - Capitalisation of reserves (503) - At 31 October 12,941 347 25. Gross cash flows 2007 2006 £000s £000s Returns on investments and servicing of finance Interest received 958 688 Interest paid (124) - 834 688 Capital expenditure Payments to acquire tangible fixed assets (743) (108) Receipts from sales of tangible fixed assets 1,237 16 Receipts from sales of investments - 136 494 44 Financing Issue of share capital 8,887 - Loan repayments (2,170) (2,035) 6,717 (2,035) 26. Analysis of changes in net debt At 1 Nov Cash flows Non-cash At 31 Oct 2006 changes 2007 £000s £000s £000s £000s Cash at bank and in hand 16,787 11,268 28,055 Debt due within 1 year (2,170) 407 (1,763) Debt due after 1 year (6,375) 1,763 (4,612) 2,170 Total 8,242 13,438 - 21,680 27. Discontinued activities During the previous year the company's subsidiary, All Leisure Holidays Limited,sold its schools tours division Pavilion Tours. A summary of the profit and lossaccount for the period to sale and prior year comparatives are set out below. 2007 2006 £000s £000s Turnover - 805 Cost of sales - (622) Gross profit - 183 Deduct: Distribution costs - 49 Administrative expenses - (176) Operating profit/(loss) - 56 28. Capital commitments 2007 2006 £000s £000s Amounts contracted for but not provided in the accounts - 370 29. Other financial commitments At the year end the company had annual commitments under non-cancellableoperating leases as set out below: Land and Land and Other Other buildings buildings 2007 2006 2007 2006 £000s £000s £000s £000s Operating leases which expire: within two to five years 40 40 3 3 30. Contingent liabilities The group currently holds an Air Travel Organisers' Licence (number 3897) issuedby the Civil Aviation Authority) ("CAA") and is a member of the Association ofBritish Travel Agents Limited ("ABTA"). As at 31 October 2007, there were contingent liabilities in respect of counterindemnities and guarantees given by the company and the group, in the normalcourse of business, to insurance obligors in respect of CAA and ABTA bondsamounting to £4,004,123 (2006 - £4,246,611). 31. Related parties The company has taken advantage of the exemptions conferred by FinancialReporting Standard No.8 and has not disclosed related party transactions withgroup undertakings. The group made payments for consultancy and accountancy services to PBConsulting Services Limited, a company owned and controlled by Mr P E Buckley,amounting to £63,467 (2006 - £53,145). The balance due at the end of the yearwas £4,809 (2006 - £4,872) which is included in trade creditors. During the year the group made payments for consultancy services amounting to £119,207 (2006 - £90,153), to Roger Allard Limited, a company owned by Mr R JAllard, a director of the company and majority shareholder in the group. Thebalance due at the end of the year was £26,477 (2006 - £21,999) which isincluded in trade creditors. The group purchased a freehold property, 2 Discovery Mews, from Roger AllardLimited for which they paid £372,144 in total. The transaction was at armslength. 32. Controlling party R J Allard is the company's ultimate controller by virtue of his beneficialinterest in 58.9% of the issued share capital of the immediate holding companyAll Leisure Group plc. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
ALLG.L