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Half Yearly Report

20 May 2015 07:00

RNS Number : 7118N
Thomas Cook Group PLC
20 May 2015
 



20 May 2015

Results for the six months ended 31 March 2015

Continued growth and improved profitability

 

· Substantially improved performance in line with management's expectations

· Our clear strategy has delivered sustainable profitable growth: 22% reduction in seasonal loss from operations, together with like-for-like revenue growth

· Summer trading is encouraging

· Good progress with our strategic partner, Fosun, towards implementing a hotel investment platform to accelerate our hotel development, and establishing a joint venture targeting the Chinese tourism market

· Extended £800 million financing facility signed, an increase of £330 million over the existing facility, helping to create a more efficient capital structure, reduce interest costs and increase financial flexibility

· Improving bottom-line profitability supports resumption of dividend payments in respect of FY16 earnings

 

Key financials

 

£m (unless otherwise stated)

6 months ended

Change

Like-for-like(ii) change

31 Mar 2015

31 Mar 2014

Revenue

2,742

3,011

(269)

37

Underlying(i) Gross Margin %

21.3%

21.7%

(0.4)%

0.0%

Underlying Loss from Operations (Underlying EBIT)

(173)

(187)

14

18

Underlying EBIT Margin %

(6.3)%

(6.2)%

(0.1)%

0.7%

EBIT Separately Disclosed Items

(47)

(96)

49

49

Loss from operations (EBIT)

(220)

(283)

63

66

Loss before tax

(303)

(366)

63

64

Net Debt

(700)

(811)

111

37

 

£m (unless otherwise stated)

Last 12 months (LTM) ended

Change

Like-for-like(ii) change

31 Mar 2015

31 Mar 2014

Revenue

8,319

9,101

(782)

(2)

Underlying Gross Margin %

22.2%

22.4%

(0.2)%

0.1%

Underlying Profit from Operations (Underlying EBIT)

337

273

64

114

Underlying EBIT Margin %

4.1%

3.0%

1.1%

1.4%

EBIT Separately Disclosed Items

(220)

(230)

10

10

Profit from operations (EBIT)

117

43

74

124

Loss before tax

(52)

(136)

84

134

Notes: (i) The term 'Underlying' refers to trading results that are adjusted for separately disclosed items that are significant in understanding the ongoing results of the Group. Separately disclosed items are detailed on page 14

(ii) 'Like-for-like' change is quoted to improve the comparability of prior year data, by adjusting for the impact of disposals, foreign exchange translation and other factors that distorts the true performance of the business. The detailed like-for-like adjustments are shown on page 21

(iii) 'Like-for-like' net debt adjusts the prior year comparative for foreign exchange translation, the impact of changing finance lease arrangements, new equity investment and disposal proceeds to give a true, underlying change in Net Debt as set out on page 19.

 

Financial and trading highlights

The comments below are based on like-for-like comparisons unless otherwise stated

· Continued revenue growth: Group revenue increased by £37 million, or 1.2%, to £2,742 million (H1 2014: £2,705 million), as a result of growing New Product and long haul sales

· Gross margin was maintained at 21.3%, as improved yield management and cost efficiencies compensated for continued competitive pressures

· Significant improvement in profitability: Loss from operations improved by £66 million, or 23%, to £220 million (H1 2014: £286 million), helped by a 50% reduction in separately disclosed items

· Underlying EBIT improved by £18 million to a £173 million loss (H1 2014: £191 million loss), excluding a £5 million benefit from Easter falling earlier this year

The UK business performed particularly well thanks to the business improvement measures taken in the last 2 years, achieving an LTM underlying EBIT margin of 4.5%, up 100 basis points year-on-year

Airlines Germany also delivered strong growth through capacity expansion and a renewed customer experience, achieving an LTM underlying EBIT margin of 4.4%, up 80 basis points year-on-year

· Net debt reduced by £37 million on a like-for-like basis (£111 million on a statutory basis) to £700 million (H1 2014: £811 million) reflecting improved profitability

· We have signed, ahead of schedule, a new extended £800 million financing facility, which is £330 million more than our existing facility, to support the Group through the next phase of transformation

· Summer programme is 62% sold to date, 2% higher than last year, with average selling prices similar to last year's levels

 

Strategic highlights

· Our focus on differentiated and flexible holidays is paying off, with rapidly growing customer demand for holidays to our own-brand (concept) hotels, and for tailored packages and flexible durations

· Serving our customers better through technology: improved bookings and conversion on OneWeb, substantially increased mobile sales group-wide, digital mobile "companion app" gaining popularity

· Good progress in executing on joint initiatives with our strategic partner Fosun:

Finalising model for a hotel investment platform to acquire 30 own-brand hotels, targeting the first few acquisitions this year

Agreed key terms of a joint venture to be established in Shanghai to address the fast-growing Chinese tourism market

· Our cost out and profit improvement programme delivered a further £60 million of benefits, taking the cumulative total to £460 million, on track to exceed our target of £500 million by year end

· We are focused on implementing the next stage of our transformation from FY16 to FY18, to transition to a New Operating Model and deliver further substantial business efficiencies

· The Wave 2 initiatives form part of the New Operating Model. We have re-evaluated these, and now believe we can achieve similar risk-weighted benefits as before for a significantly lower cost

 

Outlook

Our Summer 2015 holiday bookings across the Group are encouraging, especially for our important fourth quarter, which is offsetting some weakness in the third quarter. The UK business and Airlines Germany continue to trade particularly well, our Northern European business has proven resilient in a difficult market, while our German tour operating business continues to experience tough trading conditions. Our growth initiatives are leading to more demand for our holidays, which, combined with our cost reduction and efficiency programmes, are improving bottom line profitability. We expect that these continuing improvements will lead to further growth in FY15, consistent with our expectations at the full year results last November, on a constant currency basis.

 

Peter Fankhauser, Chief Executive of Thomas Cook commented:

"Overall the Group has made positive progress during the first half. Thanks to the actions we have taken, both profits and like-for-like revenues have grown, and debt has been further reduced. We have formed a promising strategic partnership with Fosun, a leading Chinese investment group, under which we are developing further growth opportunities, both within and beyond our traditional European travel markets. In addition we have signed a new, significantly larger financing facility, giving us improved financial flexibility and liquidity for the future. Our performance in the first half provides a solid foundation for the full year and beyond. I am confident that we can continue to make Thomas Cook a stronger and more profitable holiday company, as we continue to implement our clear strategy for profitable growth, and move towards the resumption of dividend payments in respect of FY16 earnings."

 

Presentation to equity analysts

Management will present these results via a live webcast at 9.30 a.m. this morning. To access the webcast, please use the following link and dial-in:

 

http://webcasts.thomascookgroup.com/thomascook005/default.asp

 

United Kingdom

020 3059 8125

Other locations

+ 44 20 3059 8125

 

The webcast will be available for replay after the event at www.thomascookgroup.com.

 

Forthcoming announcement dates

The Group intends to announce its third quarter results on 30 July 2015.

 

Enquiries

Analysts & Investors

James Sandford, Thomas Cook Group

+44 (0) 20 7557 6433

Media

Mathias Brandes, Thomas Cook Group

+44 (0) 20 7924 7199

 

Jenny Davey, Finsbury

+44 (0) 20 7251 3801

Progress in executing our strategy

 

We are making good progress in executing our strategy for sustainable profitable growth, through which we aim to generate higher quality and more competitively resilient revenues, improve profitability and increase cash flows. Our strategy consists of four main pillars: developing our holiday offering to provide more differentiated and flexible holiday experiences, best utilising our assets and capacity, enhancing our omni channel proposition, and generating operating efficiencies.

 

Our progress against each of our four strategic pillars is described below.

 

Developing our holiday offering

 

Our product strategy is to generate significant revenue and margin growth by offering our customers a range of core differentiated and exclusive holiday experiences, complemented by a broad spectrum of flexible, quality-assured hotels and flights.

 

Our differentiated and exclusive holiday offering is based on our own-brand (concept) hotels and other premium properties. Having developed in little more than two years a portfolio of 220 own-brand hotels, we are now aiming to grow bookings through better utilisation and occupancy of these properties and through an improved customer experience. We are pleased to report that own-brand hotel bookings for Winter 2014/15 increased by 30%, and bookings to date for Summer 2015 are up by 33%.

 

Alongside our differentiated and exclusive holiday experiences, we offer our customers a broad spectrum of quality-assured hotels and flights, providing flexibility, range and choice. In the UK, we have recently launched Thomas Cook City Escapes, offering competitive pricing on our widest choice of city destinations, covering 31,000 hotels in over 2,000 destinations around the world. We are also in the process of migrating these products to lowest cost, electronic sourcing platforms in order to grow margins, including the creation of a single hotel sourcing hub for the Group.

 

We also offer a range of 'specialist' holidays to address smaller but nevertheless strategically important target markets, including the long-haul and luxury markets. We have grown our presence in the long-haul market significantly in the first half, with capacity up by 8% and like-for-like revenues up by 12%. In December we re-launched Thomas Cook Signature as a brand for our luxury, tailormade holidays - resulting in an uplift in UK luxury holiday bookings of 15% so far for Summer 2015.

 

Our New Product KPI aims to indicate progress in these strategic areas since 2012. Incremental New Product revenue grew by a further £77 million in the first half to £357 million on a cumulative basis, including growth of £45 million in differentiated and exclusive holidays (to own-brand and partnership hotels) and £32 million in flexible products (including city breaks and non-differentiated hotels).

 

Best utilising our assets and capacity

 

Sourcing good quality hotels and flights efficiently and economically is key to our operations. This includes investing in hotel and flight capacity and utilising it well, balancing risk and non-risk capacity, and flexing allocations of this capacity within the Group to maximise profits.

 

In hotels, we take risk by securing guaranteed capacity mainly in our own-brand hotels and high-volume differentiated hotels, while sourcing other hotels on a spot basis according to demand. We have built a centralised Hotels & Resorts unit, dedicated to sourcing and managing our own-brand hotel portfolio, through which we deliver consistent quality-controlled holiday experiences to our customers. The focus is now on extracting more value from these hotels, by improving customer satisfaction and loyalty through a better experience, and by driving sales more effectively through our in-house sales channels. For example, over the winter we improved the customer experience by working with the owners of our 220 own-brand hotels to completely refurbish or rebuild more than a quarter of them. In one such refurbishment programme, we co-funded together with the hotel owners a EUR 12 million investment to renovate 10 mainly beachfront hotels in the Balearics and mainland Spain, in order to meet Thomas Cook brand standards and convert them into own-brand hotels. This resulted in more than 1,500 newly-renovated, high quality hotel rooms becoming available for Summer 2015.

 

We are also finalising the model for a joint hotel investment platform, developed in partnership with Fosun, which will invest in own-brand hotels in key holiday destinations, leading to consolidated ownership and tighter management control, and enabling us to better utilise these hotels and strengthen our differentiated product offering. Further details of the progress we have made are set out below, under the heading "Strategic Partnership with Fosun".

 

For our flight capacity, our in-house airlines enable us to benefit from guaranteed capacity and seat rates, while at the same time we take advantage of the flexible sourcing of seats at competitive spot prices from third party carriers. The flight experience is a key part of our customers' holidays, and we are in the process of completing a major fleet upgrade programme. This includes 25 brand new aircraft (21 delivered to date with a further 4 due for delivery in the next twelve months), and fully refurbished passenger cabins in 53 existing aircraft, as part of a £100m investment programme. By this Summer, we will have either replaced or fully refurbished more than 80% of our fleet, resulting in a significantly upgraded flying experience, increased customer satisfaction and greater operational efficiency.

 

Our airline in the UK has significantly developed its seat-only model, providing a better customer proposition, and making its inventory available through a wider range of sales channels. As a more effective distributor of profitable seat-only business, our tour operator is better able to flex air capacity in line with demand. This has resulted in an increase in seat-only volumes of 9% in the first half, compared to an increase of 4% for package holidays.

 

Enhancing our omni channel proposition

 

We are focused on using technology to serve our customers better, across all sales channels and customer interfaces, and to build closer relationships with our customers.

 

In our stores, we have led the market through the development of a virtual reality experience, allowing customers to "try before they buy" by providing a fully immersive 3D visual experience of our hotels and resorts, using special headsets. So far customers can view sample own-brand hotels in selected stores in three countries. We are currently expanding this specialist content to cover more hotels.

 

Our new international web platform, OneWeb, is generating a significant uplift in online bookings in the UK. On thomascook.com, our main UK site, package bookings grew by 12% in the first half, while conversion increased by 20%, reflecting improved site efficiency. Our OneWeb platform has recently gone live in The Netherlands and is expected to deliver increased bookings over the coming months. Belgium will follow later this year.

 

The increasing use of mobiles for online transactions and web browsing presents us with a significant opportunity to deepen our relationship with our customers. We are successfully capitalising on this trend - bookings of Thomas Cook holidays on mobile and tablet devices in the UK grew by 65% in the first half. We have also launched our digital "companion app", initially in Northern Europe at the end of last year, allowing customers to access their booking, make balance payments, view in-resort information and book excursions. This has so far achieved in excess of 100,000 downloads and is used on average six times per download. It complements our existing "Travelguide" app, available in Germany, which has achieved almost 300,000 downloads since launch in November 2012. Through our dedicated mobile technology development hub, we expect to continuously improve the functionality of this popular app.

 

We are also improving the customer experience by employing digital technologies to improve the way we work. For instance we are moving towards a single digital content repository from which holiday promotional materials can be sourced for both online and offline publication, eliminating duplication and enabling real-time updates to be provided via all sales channels, so customers receive the most up-to-date offers and holidays quickly and efficiently. We have also equipped our in-resort staff with tablet computers, automating much of their administrative work and enabling them to dedicate more time to serving our customers.

 

Generating operating efficiencies

 

We aim to provide best value to our customers through an efficient low-cost operating structure. A key part of our drive for efficiency has been our cost out and profit improvement programme, which has reduced costs through the integration of our airlines, through restructuring our UK business and through other targeted benefits. In the first half, this programme delivered further benefits of £60 million, of which £32 million benefited gross margin and £28 million reduced overhead costs. This takes the cumulative total of cost out and profit improvement to £460 million at the end of the first half, and we are fully confident of exceeding our target for the full year of £500 million.

 

Targets and key performance indicators

 

In March 2013 we set out a three year plan to transform and develop the business, including a set of key targets and KPIs which were intended to measure our progress in implementing our strategy between FY13 and FY15. We continue to implement and report against this plan, and are making good progress towards most of our full year targets. In particular, we are performing well against our critical cost out and profit targets and our New Product revenue target, while we expect cash conversion to make good progress towards the target by year-end. However as we've already disclosed, it is unlikely that we will achieve our full year sales growth and web penetration targets as our progress has been offset by the removal of certain low or no-profit business lines in order to focus on profits and to reduce business risk. The table below shows our achievements for the first half of FY15.

 

 

Financial year ended 30 September

Actual

Target

FY12

FY13

FY14

H1 15

FY15

Targets

New Product revenue

N/A

£94m

£280m

£357m

>£700m

Web penetration(i)

34%

36%

38%

38%

>50%

Wave 1 cost out/profit improvement (run-rate)

£60m

£194m

£400m

£460m

>£500m

KPIs

Sales Growth

N/A

N/A

(2.1)%

1.2%

>3.5%(ii)

Underlying gross margin improvement(iii)

N/A

0.8%

1.5%

1.4%

>1.5%

UK underlying EBIT margin

0.1%

2.2%

3.5%

4.5%

>5%

Cash conversion(iv)

11%

48%

62%

43%

>70%

Notes: (i) Measured on a last 12 months (LTM) departed basis

(ii) Compound annual growth rate from FY13 to FY15 including new product revenue

(iii) Underlying gross margin, adjusted for disposals and shop closures to make all periods from FY12 - FY15 like-for-like

(iv) Cash conversion ratio is defined as free cash flow after exceptional items and before capital expenditure as a percentage of EBITDA

 

In terms of our cost out and profit improvement programme, the table below shows our performance up to H1 2015, as well as our targets for the full year.

 

£m

FY 12

FY 13

FY 14

H1 15

FY 15 Target

UK turnaround

60

124

140

140

140

Group-wide cost out

-

70

260

320

360

̵ Integrated air travel strategy

-

27

100

130

134

̵ Organisational structure

-

30

91

103

111

̵ Product, infrastructure, technology, and other

-

13

69

87

115

Total targeted benefits(i)

60

194

400

460

500

Expected costs to achieve(ii)

̵ Income statement (iii)

36

47

30

6

11

̵ Cash flow

̵ Operating expenditure

30

29

33

13

24

̵ Capital expenditure

-

8

21

17

31

Notes: (i) Run rate

(ii) One-off costs

(iii) One off costs in the income statement are included in separately disclosed items

 

New Operating Model

 

While we continue to implement the original transformation plan, we are now also focusing on the implementation of our new business improvement programme to deliver the next phase of Thomas Cook's transformation between FY16 and FY18, moving the business toward our New Operating Model. As communicated at our first quarter results in February, this programme aims to leverage our scale and eliminate duplicated activities by creating a set of efficient, common technology platforms and process methodologies, enabling us to operate as a single integrated tour operator across our geographical markets. Whereas our Wave 1 projects comprised a large number of mostly unrelated initiatives, the New Operating Model comprises a smaller number of focused, interlinked projects, including the former Wave 2 initiatives, to unlock further significant efficiency benefits for the Group. We will report on New Operating Model progress from FY16 onwards.

 

As part of our work on the New Operating Model we have re-evaluated the former Wave 2 initiatives and now believe we can deliver the same £180 million risk-weighted benefits we communicated in November for the significantly lower cost of approximately £100 million compared to our previous estimate of £145 million, over three years.

 

Liquidity and capital structure

 

As part of our plan to make our capital structure more efficient, we have recently signed a new £800 million financing facility, including a revolving credit facility (RCF), and a bonding and guarantee facility, maturing in May 2019. This replaces our existing facility, which provided £470 million of facilities until May 2017.

 

As our actions over the last three years have led to improved financial performance across the Group, the opportunities to improve Thomas Cook's liquidity and capital structure have increased. In January of this year we gained strong support for a 7 year, €400 million Eurobond to replace our existing 2015 bond which expires next month, while in March Fosun acquired 4.8% of the Company through a subscription to new equity for £92 million.

 

In the context of this improving financial position, our new financing facility enjoyed good levels of support from our existing banking group and also attracted new members. This new group of financial institutions is more appropriate in size and geographical reach to support the Company through the next phase of our transformation. The larger RCF is better aligned to our seasonal working capital swing, and will help to create a more efficient capital structure over time and reduce interest payments, as our operational cash flow generation continues to reduce the Group's financial leverage. The new facilities also remove certain onerous terms from our existing facility documentation, and permit the resumption of dividend payments which were restricted under the old facilities, reflecting the improving trend in our credit standing.

 

Strategic partnership with Fosun

 

On 6th March 2015 Thomas Cook announced a strategic partnership with Fosun International Limited, a leading Chinese investment group with global operations, to build international cooperation across a number of business areas, and to accelerate Thomas Cook's existing profitable growth strategy. Fosun invested £92 million in exchange for 4.8% of the enlarged share capital of Thomas Cook.

 

We have made good progress with our joint initiatives since March. We are now finalising the model for a hotel investment platform, which will enable us to better utilise our own-brand hotels through consolidated hotel ownership and tighter management control, supporting the improvement and further development of our differentiated hotel offering. Under the proposed model, Thomas Cook and Fosun will build a portfolio of hotel investments across key holiday destinations, which will be managed and operated by Thomas Cook's Hotels and Resorts division. A list of approximately 30 hotel investments has been initially identified. It is anticipated that these will be funded through the investment capital of insurance companies within Fosun's portfolio. We are aiming to complete the acquisition of several target hotels by the end of the year.

 

We have also agreed key terms for the establishment together with Fosun of a joint venture business based in Shanghai, to develop domestic, inbound and outbound tourism activities for Chinese travellers under Thomas Cook brands. Subject to obtaining the relevant regulatory licenses, we expect the JV to be operational in the autumn. The proposed structure combines Thomas Cook's expertise and know-how in tour operating, with Fosun's in-depth local market knowledge, operational resources and existing investments in the tourism industry.

 

Our discussions with Club Med, a subsidiary of Fosun, have also progressed well, and we are currently evaluating in detail collaboration opportunities between the two companies in all common source markets, building on the existing partnership in France, where Thomas Cook is Club Med's largest third party distributor.

 

People

 

To support the execution of the next stage of our strategy of sustainable profitable growth, in February we announced that Björne Sandströmhad taken up the position of Chief Touristic Platform Officer. We are now pleased to announce the appointment of Kirsten Feld-Turkis, formerly Executive Director Business Unit Luxury at TUI Germany, who will join us on 1 July 2015 as Group Head of Premium Product and Longhaul. Kirsten will accelerate the development of our exotic long haul and luxury Signature holidays across the Group and report to Björne.

 

We have also realigned a number of important management responsibilities to ensure that we maximise opportunities for growth, including the support of our strategic partnership with Fosun. Reto Wilhelm, Managing Director for our Eastern and Western European businesses, will assume responsibility for the implementation of our joint venture with Fosun. Magnus Wikner will combine his current responsibility for our Nordics business with that of Russia. Stefanie Berk, who has broad experience of all aspects of our business and is currently Product & Yield Director in UK, will lead the Central and Eastern European businesses.

Dividends

 

Since Thomas Cook suspended dividend payments in 2011, our business has been substantially transformed. We have focused on developing our core areas of strength while removing or disposing of non-core or low profit business lines, and we have removed substantial costs from the business, resulting in underlying operating profit improvements of more than £200 million since 2012. We have secured substantial additional financing, increased free cash flow and reduced debt. The restriction on making dividend payments under our old facility has been removed. In view of the good progress we have made in transforming the business to date, and the projected further benefits we believe are deliverable as part of the New Operating Model business improvement programme, we expect to be in a position to resume dividend payments, with the first payment to be made out of FY16 profits.

 

 

CURRENT TRADING

 

Winter 2014/15

 

Trading for the Winter 2014/15 season concluded in April and was consistent with our expectations as set out in our Pre-Close Statement on 31 March 2015.

 

Summer 2015

 

The Summer 2015 season is 62% sold for the Group as whole, 2% higher than this time last year. Overall, capacity for the important peak Summer season in the fourth quarter of the year is well sold, with improved margins compared to last year. However, booking performance for the third quarter has been impacted by a later booking profile and softer market demand. Overall, the outlook for the Summer season as a whole remains encouraging, and has not changed significantly from our Pre-Close statement published on 31 March 2015.

 

In the UK our strategy of more flexibly managing customer demand and in-house flight capacity has resulted in the Summer season being 3% better sold than last year with 69% of capacity sold. The peak Summer departure months of July and August are particularly well sold at good margins, which should better enable us to maintain improved prices and margins in the "lates" market. Although total average selling prices are 1% lower than last year, within the product mix, charter risk pricing has improved by 3%.

 

In Continental Europe, 55% of the Summer programme has been sold, with bookings 4% lower than last year against a strong comparative, particularly in our German business, which has experienced a later booking profile. We have reduced capacity commitments in certain markets, such as France, and have sought to increase the level of flexible capacity in Germany to better respond to market demand. As we have previously indicated, the market in Germany remains competitive with consequent pressures on margins, although with an improving outlook for the fourth quarter.

 

In Northern Europe, Summer bookings are 4% lower than last year while average selling prices are unchanged. Summer capacity has been rebalanced across our source markets to better match customer demand, with lower capacity in Norway and Finland partially offset by increases in Sweden and Denmark. Booking performance has improved markedly in recent weeks, with an improving year-on-year trend for both volumes and average selling prices.

 

Airlines Germany continues to perform well with Summer bookings 9% higher than last year. This reflects a similar increase in capacity, mainly to long haul destinations, where we have a strong customer proposition following the cabin refurbishments in our long haul fleet. The success of our long haul business has mitigated trading pressures in the short/medium haul market such that average prices are in line with last year and seat load factors have improved slightly.

 

 

 

Summer 2015

Year on Year Variation %

 

 

Risk Business

Cumulativebookings

AverageSellingPrice

ProgrammeSold

 

 

UK

+3%

-1%

69%

 

 

Continental Europe

-4%

Flat

55%

 

 

Northern Europe

-4%

Flat

60%

 

 

Total Tour Operator

-1%

Flat

62%

 

 

Airlines Germany

+9%

Flat

53%

 

Based on cumulative bookings as at 10 May 2015

 

Winter 2015/16

 

Although very early in the booking cycle, bookings for the Winter 2015/16 season have started well, particularly in our UK business where customer numbers are 4% higher than this time last year compared to a strong performance last Winter.

FINANCIAL REVIEW

 

Overview

The Group's results for the last six months demonstrate further progress in delivering our profitable growth strategy.

The seasonal underlying EBIT loss for the six months to 31 March 2015 of £173 million has improved by £18 million on a like-for-like basis compared to the same period last year (H1 2014 LFL: £191 million), excluding a £5 million benefit from Easter falling earlier this year.

Group revenue for the period of £2,742 million has grown by £37 million or 1.2% on a like-for-like basis, due to continued growth from our New Products and an expansion of our long haul flying programme with new routes and new destinations.

Gross margin has been maintained at 21.3% as we compensated for market pressures through a combination of improved yield management and continuing cost efficiencies.

Group operating expenses of £758 million are £9 million (1.2%) lower than last year on a like-for-like basis (H1 2014 LFL: £767 million), primarily as a result of the run rate benefit of cost reduction measures in the UK, France and Russia, and continued cost synergies from integrating our airline operations.

Improvements in underlying EBIT and lower separately disclosed items have combined to reduce the Group's seasonal loss from operations in the first half by £66 million to £303 million on a like-for-like basis.

Reflecting our progress over the past year, net debt has reduced from £811 million at 31 March 2014 to £700 million, strengthening our balance sheet position. We expect to continue to improve the Group's financial position through further deleveraging.

The new financing facility, with an increased level of committed funding and extended maturities, will provide additional flexibility over the next four years, supporting the implementation of our New Operating Model. Further deleveraging remains a priority for our business and will be balanced with our intention to provide a return to shareholders through the payment of dividends.

 

£m

6 months ended 31 Mar 2015

6 months ended 31 Mar 2014

Change

Like-for-like

Change

Revenue

2,742

3,011

(269)

37

Underlying Gross Profit

585

652

(67)

9

Underlying Gross Margin %

21.3%

21.7%

(0.4)%

0.0%

Operating expenses

(758)

(839)

81

9

Underlying loss from operations (Underlying EBIT)

(173)

(187)

14

18

EBIT Separately Disclosed Items

(47)

(96)

49

49

Loss from operations (EBIT)

(220)

(283)

63

66

Other income/expenditure

8

1

7

7

Net finance charges (underlying)

(79)

(71)

(8)

(9)

Separately disclosed finance charges

(12)

(13)

1

0

Loss before tax

(303)

(366)

63

64

Net debt

(700)

(811)

111

37

Revenue

Group revenue of £2,742 million has grown by £37 million (1.2%) on a like-for-like basis, with continued growth of New Products, including an expansion of our long haul flying programme with new routes and increased customer volumes.

The growth in revenue through New Products is partially offset through further discontinuation of less profitable products, including a reduction in component hotel sales in the UK and in our Continental Europe city breaks business. Capacities in France and Russia were also reduced to reflect weaker demand for foreign holidays in those markets.

 

The main components of like-for-like revenue movement are:

 

£m

£m

H1 2014 Like for Like Revenue

2,705

New Product Growth

77

Discontinued Products

(16)

Other

(24)

H1 2015 Revenue

2,742

 

Gross margin

Gross margin of 21.3% is consistent with last year's level on a like-for-like basis. Increased costs for beds and airline services have been compensated by the benefit of stronger yields, lower fuel prices and further cost efficiencies. The improvement in product quality is reflected in both the price and the cost of these improved products.

The major components for the change in the Group gross margin are outlined below:

 

GM%

%

H1 2014 Like for Like Gross Margin

21.3%

Bed Cost inflation

(1.6)%

Product / Yield Mix

0.8%

Non-fuel flying costs

(1.3)%

Fuel

1.0%

Cost Out

1.1%

H1 2015 Gross Margin

21.3%

 

Operating Expenses / Overheads

Like-for-like operating expenses reduced by £9 million (1.2%), mainly due to the Group's profit improvement initiatives, which delivered a further £28 million of cost savings. This was partially offset by an £8 million increase in strategic operating investments, primarily investment in IT and strategic marketing expenditure focused on web transition. In addition, there were increases in aircraft depreciation (as a consequence of our cabin refurbishment programme) and volume-related increases of crew and maintenance costs in Condor to support the growth in our long haul business.

 

 

£m

£m

H1 2014 Like for Like operating expenses

(767)

Cost out

28

Strategic Opex investment

(8)

Other

(11)

H1 2015 operating expenses

(758)

 

Underlying EBIT

The Group generated an underlying EBIT loss of £173 million in the first half, an improvement of £18 million (9.4%) compared with the H1 2014 EBIT loss of £191 million on a like-for-like basis.

This improvement is primarily due to continuing benefits in our UK business, through profitable growth and continued run rate savings in overheads. This has been partially offset by the impact of weaker trading margins in our German business.

£32 million of profit improvement measures were recorded within Gross Margin, although this was partly offset by margin re-investment to respond to market competition, and by £5 million of additional costs for customer compensation payments relating to flight delays under EC Regulation 261/2004.

We recorded Cost Out within our overhead cost base of £28 million in the first half. Part of these savings have been re-invested in the business, through strategic operating investments (£8 million), increased depreciation on our airline fleet (£6 million) and through additional volume-related costs in Condor to support the expansion of its flying long haul programme (£3 million).

£m

£m

H1 2014 Like for Like EBIT

(191)

Gross Margin

9

Cost Out (Overhead)

28

Strategic Opex Investment

(8)

Depreciation

(6)

Other

(5)

H1 2015 EBIT

(173)

 

Separately Disclosed Items

In total Separately Disclosed Items reduced by £57 million to £52 million for the half year (including finance related charges), and by £49 million to £47 million at an EBIT level. The table below summarises the year-on-year development by principal category. 

 

H1 2015

H1 2014

£m

Cash

Non-cash

Total

Cash

Non-cash

Total

Restructuring

(21)

(1)

(22)

(41)

(1)

(42)

Goodwill impairment

-

-

-

-

(41)

(41)

Onerous contracts

-

(18)

(18)

(8)

(7)

(15)

Amortisation of intangibles

-

(3)

(3)

-

(5)

(5)

Profit/loss on disposal of assets

-

(5)

(5)

-

-

-

Pensions/Other

1

-

1

-

7

7

EBIT related items

(20)

(27)

(47)

(49)

(47)

(96)

Profit from disposal of associate

7

7

Finance related charges

-

(12)

(12)

-

(13)

(13)

Total

(20)

(32)

(52)

(49)

(60)

(109)

Note: Items labelled Cash will impact cash either in the period or in a future period. Non-cash items will not have any future effect on Cashflow

 

Details of separately disclosed items are set out on page 31.

 

Segmental Review

Sources of Growth in Underlying EBIT

The adjustments to reflect year-on-year growth in like-for-like EBIT, on a segmental basis are summarised as:

Underlying EBIT by segment

UK

CE

NE

Condor

Corporate

Group

£m

£m

£m

£m

£m

£m

6 months ended 31 March 2014

(154)

(51)

34

(6)

(10)

(187)

Disposals/store closures

(4)

0

0

0

0

(4)

Easter

2

1

1

1

0

5

Impact of Currency Movements

0

5

(10)

0

0

(5)

6 months ended 31 March 2014 LfL

(156)

(45)

25

(5)

(10)

(191)

6 months ended 31 March 2015

(131)

(51)

25

1

(17)

(173)

6 month LfL change (£m)

25

(6)

0

6

(7)

18

6 month LfL change (%)

16.0%

(13.3)%

0%

(120.0)%

(70.0)%

9.4%

 

 The Group reported an improvement in underlying EBIT of £18 million on a like-for-like basis in the first half, analysed as follows:

 

£m

UK

CE

NE

Condor

Corporate*

Group

Revenue

708

1,113

511

563

(153)

2,742

Gross Margin

21.0%

13.9%

24.5%

26.6%

n/a

21.3%

EBIT

(131)

(51)

25

1

(17)

(173)

EBIT Growth

23

0

(9)

7

(7)

14

Like-for-Like EBIT Growth

25

(6)

0

6

(7)

18

*Negative revenue is a result of intercompany eliminations

 

The financial performance of each segment is considered below:

United Kingdom & Ireland

 £m (unless stated)

H1 2015

H1 2014

Change

H1 2014 LfL

Like-for Like Change

Revenue

708

783

(75)

690

18

Gross Profit

149

151

(2)

132

17

Gross Margin

21.0%

19.3%

1.7%

19.1%

1.9%

Overheads

(280)

(305)

25

(288)

8

EBIT

(131)

(154)

23

(156)

25

EBIT margin (%)

(18.5)%

(19.7)%

1.2%

(22.6)%

4.1%

Departed Customers (000's)

1,777

1,774

3

1,774

3

Our UK business traded strongly in the first half, with a seasonal EBIT loss of £131 million, representing a like-for-like EBIT improvement of £25 million compared to the comparative period (H1 2014 £156 million loss). This improved performance, against a weak result in H1 2014, reflects the continuing execution of our medium-term strategic plan through improved product quality, enhanced online capability and increased cost efficiencies.

Our UK business now has a more effective product portfolio and a leaner cost structure. In addition, we have expanded our long haul business, which has further improved profitability, contributing to an increase in revenue of 3% on a like-for-like basis, and an improved gross margin percentage (+190 basis points). This improved margin performance reflects a strong recovery from a weak result in H1 2014, where margin was adversely impacted by market disruption in Egypt and consequent over-capacity to the Canary Islands.

On a last twelve month basis, EBIT margin has improved from 3.5% at the end of FY14 to 4.5% at 31 March 2015 and we expect further progress to be made over the remainder of FY15 and beyond.

Continental Europe

 £m (unless stated)

H1 2015

H1 2014

Change

H1 2014 LfL

Like-for Like Change

Revenue

1,113

1,250

(137)

1,149

(36)

Gross Profit

155

187

(32)

171

(16)

Gross Margin

13.9%

15.0%

(1.1)%

14.9%

(1.0)%

Overheads

(206)

(238)

32

(216)

10

EBIT

(51)

(51)

0

(45)

(6)

EBIT margin (%)

(4.6)%

(4.1)%

(0.5)%

(3.9)%

(0.7)%

Departed Customers (000's)

2,000

2,057

(57)

2,057

(57)

 

Revenue and EBIT performance by key market within Continental Europe is set out below:

Revenue by Market

Revenue by market (£m)

H1 2015

H1 2014

Change

H1 2014 LfL

Like-for Like Change

Germany

673

741

(68)

682

(9)

Russia

18

32

(14)

30

(12)

France

101

127

(26)

117

(16)

Other

321

350

(29)

320

1

Total

1,113

1,250

(137)

1,149

(36)

 

EBIT by Market

EBIT by market (£m)

H1 2015

H1 2014

Change

H1 2014 LfL

Like-for Like Change

Germany

(1)

6

(7)

6

(7)

Russia

(5)

(6)

1

(6)

1

France

(12)

(14)

2

(13)

1

Other

(33)

(37)

4

(32)

(1)

Total

(51)

(51)

0

(45)

(6)

 

Our Continental Europe segment reported an EBIT loss of £51 million for H1 2015, £6 million higher than last year on a like-for-like basis, primarily due to the impact of competitive pressures on margin.

Our German business reported a loss of £1 million for H1 2015, £7 million lower than last year on a like-for-like basis. Although revenue was at a similar level to last year, gross margin was 150 basis points lower due to weaker demand and a more competitive market. This is consistent with trend that we reported for the latter part of the Summer 2014 season, which continued into the Winter 2014/15 season and contrasts with a strong performance in H1 2014.

Although trading conditions have generally been challenging in other Continental markets, such as France and Russia, which have been impacted by well-publicised economic and geopolitical issues, the benefits of restructuring actions implemented in recent years has resulted in those markets improving their profitability slightly compared to last year.

Northern Europe

£m (unless stated)

H1 2015

H1 2014

Change

H1 2014 LfL

Like-for-Like Change

Revenue

511

567

(56)

502

9

Gross Profit

125

143

(18)

122

3

Gross Margin

24.5%

25.2%

(0.7)%

24.3%

0.2%

Overheads

(100)

(109)

9

(97)

(3)

EBIT

25

34

(9)

25

0

EBIT margin (%)

4.9%

6.0%

(1.1)%

5.0%

(0.1)%

Departed Customers (000's)

620

619

1

619

1

 

Northern Europe reported EBIT of £25 million in H1 2015, in line with last year on a like-for-like basis.

The operating environment in the Nordics remains challenging with lower demand in certain source markets, such as Norway, due to weaker economic conditions and increased competition from low cost carriers. However, the strong market position and high quality product of our Nordic business has resulted in a resilient performance during H1 2015, with passenger volumes maintained at levels consistent with H1 2014, although at slightly weaker margins. 

In addition to the resilient performance of our classic charter package products, our Nordic business continues to expand its dynamic packaging offering, as we seek to exploit this growing segment of the market. Sales of dynamic packages represented 14% of charter package sales in H1 2015, an increase from 10% in H1 2014 

 

Airlines Germany

£m (unless stated)

H1 2015

H1 2014

Change

H1 2014 LfL

Like-for-Like Change

Revenue

563

576

(13)

529

34

Gross Profit

150

165

(15)

142

8

Gross Margin

26.6%

28.6%

(2.0)%

27.0%

(0.4)%

Overheads

(149)

(171)

22

(147)

(2)

EBIT

1

(6)

7

(5)

6

EBIT margin (%)

0.2%

(1.0)%

1.2%

(0.8)%

1.0%

Departed Customers (000's)

2,833

2,586

247

2,586

247

 

Condor, our German airline, recorded an EBIT of £1 million for H1 FY15, which represents a like-for-like improvement of £6 million compared to last year.

This improved performance reflects an expansion of our Winter long haul programme resulting in better utilisation of the aircraft fleet, including the benefits of our newly refurbished and reconfigured cabins, and improved ancillary sales. Our strong performance in the long haul sector has compensated for continuing over-capacity in the short/medium haul market which has put pressure on yields.

Overall, revenues improved by £34 million (6%) on a like-for-like basis, through increased passenger volumes (+247,000). Gross profit increased by £7 million as a strong long haul performance, the continuation of our profit improvement programme and moderate upsides from fuel price reductions more than offset pricing pressure in the short/medium haul market and negative currency effects as the US Dollar strengthened against the Euro. As a consequence, like-for-like gross margin reduced slightly from 27.0% to 26.6%.

Overhead costs were £2 million higher due to increased personnel cost as a consequence of growth in our flying programme, as well as additional depreciation following our cabin refurbishment initiative. Our profit improvement programme delivered further benefits of £16 million, through gross profit and overhead cost efficiencies.

 

Corporate

Corporate overheads of £17 million for 1H FY15 were £7 million higher than last year, reflecting recruitment implemented in 2014 to add Group-wide roles and skills required to deliver the Group Transformation. In addition, the Corporate result for H1 2014 benefited from exchange gains. 

 

Summary Cash Flow Statement1

£m

H1 2015

H1 2014

Change

Underlying EBIT2

(173)

(192)

19

Depreciation

85

84

1

EBITDA

(88)

(108)

20

Working Capital

(170)

(129)

(41)

Tax

(9)

(21)

12

Pensions & Other

(12)

(8)

(4)

Operating Cashflow3

(279)

(266)

(13)

Exceptional Items4

(28)

32

(64)

Capital Expenditure

(84)

(83)

(1)

Aircraft Related Costs5

(6)

(35)

29

Net Interest Paid

(40)

(40)

0

Free Cash flow

(437)

(392)

(45)

New Equity

92

1

91

Other

(6)

(1)

(5)

Net Cash Flow

(351)

(392)

41

1 The Group uses three non-statutory cash flow measures to manage the business. Operating Cashflow is net cash from operating activities excluding interest income, aircraft related costs and the cash effect of separately disclosed items impacting EBIT. Free Cash flow is cash from operating activities less capital expenditure and interest paid. Free Cash flow also includes the net cash received on disposals. Net Cashflow is the net (decrease)/increase in cash and cash equivalents excluding the net movement in borrowings, finance lease repayments and facility set-up fees.

2 H1'14 underlying EBIT includes a £5m loss from disposed entities in the UK and Continental Europe

3 Operating cash flow is shown before exceptional items of £47m and aircraft related costs of £6m in H1 2015

4 Exceptional items include net cash proceeds of £19 million in H1 2015 (£74 million in H1 2014)

5 Aircraft related costs reflect maintenance cashflow relating to aircraft financed under operating leases which would otherwise be treated as capital expenditure if financed under finance leases

Free cash outflow of £437 million was £45 million higher than last year (H1 2014: £392 million) as improved underlying EBIT was offset by a higher working capital outflow and lower proceeds from the disposal of businesses. Excluding the impact of disposal proceeds, free cash flow in H1 2015 was £10 million better than last year.

Cash Conversion

The Group's measure of Cash Conversion is lower than prior year at 43% with improved trading offset by lower disposal proceeds and the timing of cash exceptionals.

LTM (£m)

31 March 2015

31 March 2014

Operating Cash Flow

466

418

Interest

(130)

(129)

Cash Exceptionals

(133)

(84)

Disposal Proceeds

21

80

Converted Cash

224

285

EBITDA

516

509

Cash Conversion

43%

56%

Excl. disposal Proceeds

39%

40%

 

 

 

Net Debt

During the last twelve months, Group net debt has reduced by £111 million, from £811 million to £700 million. The principal components of this reduction are as follows:

 

£m

£m

31 March 2014 Closing net debt position

(811)

Operating cashflow

481

Capex

(173)

Exceptionals

(127)

Net Interest paid

(131)

JV Dividend and Other

(13)

31 March 2015 Like-for-like net debt position

(774)

Net Proceeds on disposals

21

New equity

92

Exchange rate movements

11

non-cash movements

(50)

31 March 2015 Closing net debt position

(700)

 

The composition and maturity of the Group's debt is summarised below:

 

£m

31 Mar '15

31 Mar '14

Movement

Maturity

2015 Euro Bond

(206)

(330)

124

Jun-15

2017 GBP Bond

(298)

(297)

(1)

Jun-17

2020 Euro Bond

(394)

(435)

41

Jun-20

2021 Euro Bond

(290)

0

(290)

Jun-21

Commercial Paper

(99)

(91)

(8)

Various

Revolving Credit Facility

0

0

0

May-17

Finance Leases

(191)

(201)

10

Various

Aircraft related borrowings

(102)

(84)

(18)

Various

Other external debt

(16)

(19)

3

Various

Arrangement fees

25

31

(6)

n/a

Total Debt

(1,571)

(1,426)

(145)

Cash

871

615

256

Net Debt

(700)

(811)

111

 

Subsequent to the balance sheet date, the Group signed new enlarged financing facilities totalling £800 million, which expire in May 2019. The new facilities comprise a £500 million Revolving Credit Facility and a £300 million Bonding and Guarantee Facility.

 

Corporate Credit Rating

 

Corporate Ratings

31 March '15

30 September '14

Rating

Outlook

Rating

Outlook

Standard and Poor's

B

Stable

B

Positive

Fitch

B

Stable

B

Positive

 

During April 2015, S&P revised their previous "positive" outlook on the Group to "stable" following a similar change by Fitch in January 2015.Hedging of Fuel and Foreign Exchange

The Group operates a rolling programme of hedging to smooth fluctuations in the price of fuel and currency, in order to provide greater price certainty when planning for current and future seasons. The proportion of our forthcoming requirements for Euros, US Dollars and Jet Fuel that have been hedged are shown in the table below. 

 

Winter

Price

Summer

Price

FY15

Price

Winter

Price

Summer

Price

FY16

Price

14/15

2015

15/16

2016

USD

97%

96%

97%

88%

36%

59%

EUR

97%

90%

92%

73%

26%

38%

Jet Fuel

97%

$953

100%

$893

100%

$917

90%

$744

47%

$648

68%

$702

As at 30 April 2015

 

For Jet Fuel, we are 100% hedged for FY15, 68% hedged for FY16 and 8% for FY17. As Jet Fuel is priced in US Dollars, we also buy forward the requisite amount of US Dollars from a mix of base currencies. For the first half, our fuel costs were £13 million lower than in H1 FY14, reflecting the lower hedge rates in place, partially offset by an increase in flying.

We also hedge our transactional exposure to a range of non-fuel related foreign currency costs, including the US Dollar, the Euro and a number other currencies. Currently 89% of these exposures are hedged for FY15, 48% for FY16 and 0% for FY17. 

The Group's policy is not to hedge the translation impact of profits generated outside the UK. If current rates for Euro and Swedish Krona were maintained throughout the remainder of FY15, there would be a full year negative year-on-year translation impact of approximately £25 million.

The average and period end exchange rates relevant to the Group for the quarter were as follows:

 

Average Rate

Period End Rate

H1'15

H1'14

Q2'15

Q2'14

GBP/Euro

1.31

1.20

1.38

1.21

GBP/UD dollar

1.55

1.64

1.48

1.67

GBP/SEK

12.20

10.62

12.80

10.81

 

Like-for-like analysis

To assist in understanding the impact of exchange rate movements and other distorting factors on year on year progression, 'like-for-like' (LFL) adjusted growth from H1 FY14 to H1 FY15 has been analysed as follows:

Year to date like-for-like analysis

Group

Revenue

Gross Margin

Operating Expenses

Underlying EBIT

£m

%

£m

£m

6 months ended 31 March 2014

3,011

21.7%

(839)

(187)

Disposals/store closures

(93)

(0.1)%

18

(4)

Accounting Changes

(11)

(0.3)%

11

0

Easter

13

0.1%

0

5

Impact of Currency Movements

(215)

(0.1)%

43

(5)

6 months ended 31 March 2014 LfL

2,705

21.3%

(767)

(191)

6 months ended 31 March 2015

2,742

21.3%

(758)

(173)

6 month LfL change (£m)

37

0.0%

9

18

6 month LfL change (%)

1.2%

0.0%

1.2%

9.4%

 

Underlying EBIT by segment

UK

CE

NE

Condor

Corporate

Group

£m

£m

£m

£m

£m

£m

6 months ended 31 March 2014

(154)

(51)

34

(6)

(10)

(187)

Disposals/store closures

(4)

0

0

0

0

(4)

Easter

2

1

1

1

0

5

Impact of Currency Movements

0

5

(10)

0

0

(5)

6 months ended 31 March 2014 LfL

(156)

(45)

25

(5)

(10)

(191)

6 months ended 31 March 2015

(131)

(51)

25

1

(17)

(173)

6 month LfL change (£m)

25

(6)

0

6

(7)

18

6 month LfL change (%)

16.0%

(13.3)%

0%

(120.0)%

(70.0)%

9.4%

Last twelve months like-for-like analysis

Group

Revenue

Gross Margin

Operating Expenses

Underlying EBIT

£m

%

£m

£m

12 months ended 31 March 2014

9,101

22.4%

(1,770)

273

Disposals/store closures

(229)

(0.2)%

42

(19)

Accounting Changes

(37)

(0.3)%

28

(7)

Easter

53

0.0%

0

20

Impact of Currency Movements

(567)

(0.1)%

81

(44)

12 months ended 31 March 2014 LfL

8,321

21.8%

(1,619)

223

12 months ended 31 March 2015

8,319

22.2%

(1,512)

337

12 month LfL change (£m)

(2)

0.4%

107

114

12 month LfL change (%)

0.0%

1.8%

6.6%

51.1%

 

Underlying EBIT by segment

UK

CE

NE

Condor

Corporate

Group

£m

£m

£m

£m

£m

£m

12 months ended 31 March 2014

59

88

117

46

(37)

273

Disposals/store closures

(20)

1

0

0

0

(19)

Accounting changes

0

0

(11)

4

0

(7)

Easter

8

3

3

6

0

20

Impact of Currency Movements

0

(6)

(27)

(11)

0

(44)

12 months ended 31 March 2014 LfL

47

86

82

45

(37)

223

12 months ended 31 March 2015

112

103

91

57

(26)

337

12 month LfL change (£m)

65

17

9

12

11

114

12 month LfL change (%)

138.3%

19.8%

11.0%

26.7%

29.7%

51.1%

 

PRINCIPAL RISKS & UNCERTAINTIES

The Board is responsible for maintaining the Group's risk management and internal control systems, with a mandate that includes defining risk appetite and monitoring risk exposures to ensure that the nature and extent of risks taken by the Group are aligned with its strategic objectives. This is more fully described in the Risk Management section of the Annual Report & Accounts for the year ended 30 September 2014, a copy of which is available on the Group's corporate website, www.thomascookgroup.com.

The principal risks and uncertainties are listed below:

· Failure to turn around our UK business will have a significant impact on the success of the overall Thomas Cook Transformation and may be viewed negatively by our Shareholders, impacting our share price

· Failure to transform Thomas Cook into a digital business may have an impact on our market share, as more and more customers use the web to research and purchase their holidays

· Our Transformation initiatives fail to deliver our strategic and operational targets

· Failure to expand our products and services may have an adverse impact on customer demand

· Failure to recruit or to retain the right people at the right time will lead to a lack of capability or capacity to enable the implementation of our business strategy

· Our IT operating model fails to support the business through the Transformation and our business as usual activities

· Failure to build an accurate understanding of the customer means that we are unable to adequately tailor and target customer demand leading to reduced sales

· A decision or a course of action is perceived negatively by the media, investors and/or the general public, which in turn impacts the corporate reputation of the Group and its share price

· Cash generation does not enable debt repayment using the most commercially favourable terms

· A major health and safety incident impacting our customers and colleagues

· Socio/political uncertainties in particular the increasing incidence of political and terrorist activity in the Middle East region impacting our key markets, as well as marco-economic conditions and environmental factors reduce the demand for travel related products

· Management information required for the Company to deliver its strategic targets and objectives is not clearly defined and readily available

· Failure to comply with legislative requirements in the legal jurisdictions where Thomas Cook operates

 

 

Appendix 1 - Condensed consolidated interim financial statements

 

Group Income Statement

Unaudited

Unaudited

Six months ended 31 March 2015

Six months ended 31 March 2014

Underlying results

Separately disclosed items

 (note 4)

Total

Underlying results

Separately disclosed items

 (note 4)

Total

notes

£m

£m

£m

£m

£m

£m

Revenue

3

2,742

 -

2,742

3,011

-

3,011

Cost of providing tourism services

(2,157)

(1)

(2,158)

(2,359)

8

(2,351)

Gross profit

585

(1)

584

652

8

660

Personnel expenses

(424)

(5)

(429)

(459)

(7)

(466)

Depreciation and amortisation

(85)

(1)

(86)

(84)

-

(84)

Net operating expenses

(249)

(32)

(281)

(296)

(51)

(347)

Loss on disposal of assets

 -

(5)

(5)

-

-

-

Impairment of goodwill and amortisation of business combination intangibles

4

 -

(3)

(3)

-

(46)

(46)

Loss from operations

3

(173)

(47)

(220)

(187)

(96)

(283)

Share of results of associates

1

 -

1

1

-

1

Gain on disposal of associate

4

 -

7

7

-

-

-

Finance income

5

2

 -

2

3

-

3

Finance costs

5

(81)

(12)

(93)

(74)

(13)

(87)

Loss before tax

(251)

(52)

(303)

(257)

(109)

(366)

Tax

6

(11)

(7)

Loss for the period

(314)

(373)

Attributable to:

Owners of the parent

(302)

(364)

Non-controlling interests

(12)

(9)

(314)

(373)

Basic and diluted

loss per share (pence)

7

(20.8)

(25.3)

 

The notes on pages 28 to 35 form an integral part of the condensed consolidated interim financial information.

 

Group Statement of Other Comprehensive Income

Unaudited

Unaudited

Six months ended

Six months ended

31 March 2015

31 March 2014

£m

£m

Loss for the period

(314)

(373)

Other comprehensive income and expense

Items that will not be reclassified to profit or loss

Actuarial (losses)/gains on defined benefit pension schemes

(97)

12

Tax on actuarial (losses)/ gains

3

(1)

(94)

11

Items that may be reclassified subsequently to profit or loss

Foreign exchange translation losses

(42)

(53)

Fair value gains and losses

Losses deferred for the period

(71)

(57)

Tax on losses deferred for the period

9

5

Losses transferred to the income statement

11

38

Tax on losses transferred to the income statement

(2)

(5)

Total net other comprehensive expense for the period

(409)

(445)

Total comprehensive expense for the period

(503)

(434)

Attributable to:

Owners of the parent

(491)

(425)

Non-controlling interests

(12)

(9)

Total comprehensive expense for the period

(503)

(434)

 

The notes on pages 28 to 35 form an integral part of the condensed consolidated interim financial information.

Group Cash Flow Statement

Unaudited

Unaudited

Six months ended

Six months ended

31 March 2015

31 March 2014

£m

£m

Loss before tax

(303)

(366)

Adjustments for:

Net finance costs

91

84

Share of results of associates

(1)

(1)

Gain on disposal of associate

(7)

-

Depreciation, amortisation and impairment

89

139

Loss on disposal of assets

5

-

Share-based payments

4

2

Decrease in provisions

(47)

(62)

Additional pension contributions

(12)

(10)

Interest received

2

3

Decrease/ (increase) in working capital:

Inventories

(2)

2

Receivables

(85)

(160)

Payables

(55)

47

Cash used in operations

(321)

(322)

Income taxes paid

(9)

(21)

Net cash used in operating activities

(330)

(343)

Proceeds on disposal of associate

17

-

Proceeds on disposal of subsidiaries (net of cash disposed)

-

78

Proceeds on disposal of property, plant and equipment

1

-

Purchase of subsidiaries (net of cash acquired)

-

(4)

Purchase of tangible assets

(51)

(68)

Purchase of intangible assets

(33)

(15)

Proceeds from other investments

1

-

Net cash used in investing activities

(65)

(9)

Interest paid

(42)

(42)

Dividends paid to non-controlling interest

(6)

-

Draw down of borrowings

477

105

Repayment of borrowings

(209)

(166)

Payment of capitalised fees

(4)

-

Proceeds from issue of ordinary shares

92

2

Repayment of finance lease obligation

(19)

(18)

Net cash from/ (used in) financing activities

289

(119)

Net decrease in cash and cash equivalents

(106)

(471)

Cash and cash equivalents at beginning of year

1,017

1,090

Effect of foreign exchange rate changes

(44)

(7)

Cash, cash equivalents and overdrafts at end of the period

867

612

 

 

The notes on pages 28 to 35 form an integral part of the condensed consolidated interim financial information.

Group Balance Sheet

 

Unaudited

 

Unaudited

 

Audited

as at

as at

as at

31 March 2015

31 March 2014

30 September 2014

Notes

£m

£m

£m

Non-current assets

Intangible assets

2,759

2,990

2,873

Property, plant & equipment

Aircraft and aircraft spares

574

598

578

Other

171

203

177

Investment in associates

4

16

14

Other investments

1

1

1

Deferred tax assets

220

154

195

Tax assets

1

2

2

Trade and other receivables

102

136

106

Derivative financial instruments

10

19

3

19

3,851

4,103

3,965

Current assets

Inventories

35

26

34

Deferred tax asset

15

-

-

Tax assets

3

8

3

Trade and other receivables

727

954

705

Derivative financial instruments

10

263

14

68

Cash and cash equivalents

871

615

1,019

1,914

1,617

1,829

Total assets

5,765

5,720

5,794

Current liabilities

Trade and other payables

(1,294)

(1,478)

(2,084)

Borrowings

(382)

(129)

(449)

Obligations under finance leases

(34)

(40)

(34)

Tax liabilities

(14)

(45)

(15)

Revenue received in advance

(1,673)

(1,735)

(999)

Short-term provisions

9

(207)

(232)

(247)

Derivative financial instruments

10

(269)

(57)

(66)

(3,873)

(3,716)

(3,894)

Non-current liabilities

Retirement benefit obligations

(514)

(385)

(447)

Trade and other payables

(98)

(90)

(90)

Long-term borrowings

(1,000)

(1,096)

(715)

Obligations under finance leases

(154)

(160)

(147)

Non-current tax liabilities

(19)

-

(21)

Deferred tax liabilities

(78)

(27)

(49)

Long-term provisions

9

(148)

(123)

(143)

Derivative financial instruments

10

(12)

(5)

(3)

(2,023)

(1,886)

(1,615)

Total liabilities

(5,896)

(5,602)

(5,509)

Net assets

(131)

118

285

Equity

Called-up share capital

69

69

69

Share premium account

524

435

435

Merger reserve

1,547

1,547

1,547

Hedging and translation reserves

38

130

133

Capital redemption reserve

8

9

8

Retained earnings deficit

(2,299)

(2,072)

(1,907)

Investment in own shares

(38)

(30)

(38)

Equity attributable to owners of the parent

(151)

88

247

Non-controlling interests

20

30

38

Total equity

(131)

118

285

 

The notes on pages 28 to 35 form an integral part of the condensed consolidated interim financial information.

 

At 31 March 2015 Thomas Cook Group plc, the Company, had net assets of £2,626m (30 September 2014: £2,762m) and distributable reserves of £333m (30 September 2014: £329m).

Group Statement of Changes in Equity

 

The unaudited movements in equity for the six months ended 31 March 2015 were as follows:

 

Share

capital

& share

premium

Other

reserves

Translation

& hedging

reserve

Accumulated

losses

Attributable

to equity

holders of

the parent

Non-

controlling

interests

Total

£m

£m

£m

£m

£m

£m

£m

Opening balance at

1 October 2014

504

1,517

133

(1,907)

247

38

285

Loss for the period

-

-

-

(302)

(302)

(12)

(314)

Other comprehensive income/(expense):

Foreign exchange translation losses

-

-

(42)

-

(42)

-

(42)

Actuarial loss on defined benefit pension schemes (net of tax)

-

-

-

(94)

(94)

-

(94)

Fair value gains and losses:

Losses deferred for the period

(net of tax)

-

-

(62)

-

(62)

-

(62)

Losses transferred to the income statement (net of tax)

-

-

9

-

9

-

9

Total comprehensive expense for the period

-

-

(95)

(396)

(491)

(12)

(503)

Equity credit in respect of share- based payments

-

-

-

4

4

-

4

Dividends paid to non-controlling interest

-

-

-

-

-

(6)

(6)

Issue of shares

89

-

-

-

89

-

89

At 31 March 2015

593

1,517

38

(2,299)

(151)

20

(131)

 

The unaudited movements in equity for the six months ended 31 March 2014 were as follows:

 

Share

capital

& share

premium

Other

reserves

Translation

& hedging

reserve

Accumulated

losses

Attributable

to equity

holders of

the parent

Non-

controlling

interests

Total

£m

£m

£m

£m

£m

£m

£m

Opening balance at

1 October 2013

502

1,526

202

(1,721)

509

39

548

 

 

 

 

 

 

 

Loss for the period

-

-

-

(364)

(364)

(9)

(373)

Other comprehensive income/ (expense):

 

 

 

 

 

 

 

Foreign exchange translation losses

-

-

(53)

-

(53)

-

(53)

Actuarial gain on defined benefit pension schemes (net of tax)

-

-

-

11

11

-

11

Fair value gains and losses:

-

-

-

-

-

-

-

Losses deferred for the period

(net of tax)

-

-

(52)

-

(52)

-

(52)

Losses transferred to the income statement (net of tax)

-

-

33

-

33

-

33

Total comprehensive income/ (expense) for the period

-

-

(72)

(353)

(425)

(9)

(434)

Equity credit in respect of

share-based payments

-

-

-

2

2

-

2

Issue of shares-exercise of warrants

2

-

-

-

2

-

2

At 31 March 2014

504

1,526

130

(2,072)

88

30

118

Notes to the Financial Information

 

 

1 Basis of Preparation 

 

The consolidated interim financial statements have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority, the Listing Rules and with IAS 34, 'Interim financial reporting' as adopted by the European Union. This condensed consolidated interim financial information does not comprise statutory accounts of the Group within the meaning of Section 434(3) and 435(3) of the Companies Act 2006. They should be read in conjunction with the Annual Report for the year ended 30 September 2014 (the 'Annual Report'), which has been prepared in accordance with IFRSs as adopted by the European Union, approved by the Board of Directors on 26 November 2014 and delivered to the Registrar of Companies.

 

The accounting policies used and presentation of these consolidated interim financial statements are consistent with those in the Annual Report except to comply with amendments in IFRS, as detailed below. None of which had a material impact on the consolidated results, financial position or cash flows of the Group.

 

The consolidated half-yearly financial information has been prepared on a going concern basis. The Directors of the Group have a reasonable expectation that, on the basis of current financial projections and borrowing facilities available, the Group is well positioned to meet its commitments and obligations for the next 12 months from the date of this report and will remain in operational existence for the foreseeable future.

 

The half year report for the six months ended 31 March 2015 was approved by the Directors on 20 May 2015. The half year report has been reviewed, not audited.

2 Significant Accounting policies

2a Adoption of new or amended standards and interpretations in the current year

 

In the current year, the following new or amended standards have been adopted.

 

IFRS 10 "Consolidated financial statements" standard builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within consolidated financial statements. The amendment did not have an effect on the interim group financial statements.

 

IFRS 11 "Joint arrangements" provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form. The amendment did not have an effect on the interim group financial statements.

 

IFRS 12 "Disclosure of interests in other entities" standard includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. The amendment did not have an effect on the interim group financial statements.

 

IAS 28 (revised) "Investments in associates and joint ventures" standard includes the requirements for joint ventures, as well as associates, to be equity accounted following the issue of IFRS 11. The amendment did not have an effect on the interim group financial statements.

 

IAS 32 "offsetting financial assets and liabilities" provides clarification on the application of offsetting rules relating to financial assets and financial liabilities. The amendment did not have a significant effect on the interim group financial statements.

 

IAS 36 "Impairment of assets" removes certain disclosures of the recoverable amounts of CGUs. The application of these amendments has no material impact on the disclosures in the interim group financial statements.

 

IAS 39 "Financial instruments: Recognition and measurement" on the novation of derivatives and the continuation of hedge accounting. The application of these amendments has not had any material impact on the interim group financial statements.

 

2b New or amended standard and interpretations in issue but not yet effective or EU endorsed

 

At the date of authorisation of these financial statements, the Group has not applied the following new and revised IFRSs that have been issued but are not yet effective or EU endorsed:

 

IFRS 9 "Financial Instruments" is effective for annual reporting periods commencing on or after 1 January 2018. The standard will eventually replace IAS 39 but currently only details the requirements for recognition and measurement of financial assets. The group is assessing the impact of IFRS 9.

IFRS 15 "Revenue from contracts with customers" is effective for annual periods beginning on or after 1 January 2017. The group is assessing the impact of IFRS 15.

There are no further IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group. The directors do not expect the adoption of the Standards listed above will have a material impact on the financial statements of the Group in future periods, except that IFRS 9 will impact the measurement and disclosures of financial instruments and IFRS 15 may have an impact on revenue recognition and related disclosures.  

 

3. Segmental information

 

 

For management purposes, the Group is organised into four geographic based operating divisions: UK, Continental Europe, Northern Europe and Airlines Germany. These divisions are the basis on which the Group reports its primary segment information. Certain residual businesses and corporate functions are not allocated to these divisions and are shown separately as Corporate.

The primary business of all these operating divisions is the provision of leisure travel services and, accordingly, no separate secondary segmental information is provided.

 

Segmental information for these divisions is presented below.

 

Unaudited six months ended 31 March 2015

 

 

 

Continental

 

Northern

 

Airlines

UK

Europe

Europe

Germany

Corporate

Total

£m

£m

£m

£m

£m

£m

Revenue

Segment sales

708

1,113

511

563

-

2,895

Inter-segment sales

(36)

(5)

(4)

(108)

-

(153)

Total revenue

672

1,108

507

455

2,742

Result

Underlying (loss)/profit from operations

(131)

(51)

25

1

(17)

(173)

Exceptional operating items

(21)

(9)

(1)

(1)

(12)

(44)

Impairment of goodwill and amortisation of business combination intangibles

(2)

(1)

-

-

-

(3)

Segment result

(154)

(61)

24

-

(29)

(220)

Share of results of associates

1

Gain on disposal of associate

7

Finance income

2

Finance costs

(93)

Loss before tax

(303)

Tax

(11)

Loss for the period

(314)

 

 

Balance sheet

Assets

3,105

3,198

1,392

1,130

7,542

16,367

Inter-segment eliminations

(10,845)

5,522

Investments in associates

4

Tax and deferred tax assets

239

Total assets

5,765

 

Liabilities

(3,549)

(1,929)

(874)

(912)

(7,227)

(14,491)

Inter-segment eliminations

10,276

(4,215)

Tax and deferred tax liabilities

(111)

Borrowings and obligations under finance leases

(1,570)

Total liabilities

(5,896)

 

 

3. Segmental information (continued)

 

 

Unaudited six months ended 31 March 2014

 

 

 

Continental

 

Northern

 

Airlines

UK

Europe

Europe

Germany

Corporate

Total

£m

£m

£m

£m

£m

£m

Revenue

Segment sales

783

1,250

567

576

-

3,176

Inter-segment sales

(31)

(6)

(3)

(125)

-

(165)

Total revenue

752

1,244

564

451

-

3,011

Result

Underlying (loss)/profit from operations

(154)

(51)

34

(6)

(10)

(187)

Exceptional operating items

(19)

(1)

-

(1)

(29)

(50)

Impairment of goodwill and amortisation of business combination intangibles

(45)

(1)

-

-

-

(46)

Segment result

(218)

(53)

34

(7)

(39)

(283)

Share of results of associates

1

Finance income

3

Finance costs

(87)

Loss before tax

(366)

Tax

(7)

Loss for the period

(373)

 

 

Balance sheet

 

Assets

2,730

3,503

1,634

1,094

8,640

17,601

Inter-segment eliminations

(12,061)

5,540

Investments in associates

16

Tax and deferred tax assets

164

Total assets

5,720

 

Liabilities

(2,863)

(2,162)

(1,009)

(721)

(8,893)

(15,648)

 

Inter-segment eliminations

11,544

 

(4,104)

 

Tax and deferred tax liabilities

(72)

 

Borrowings and obligations under finance leases

(1,426)

 

Total liabilities

(5,602)

 

 

 

4. Separately disclosed items

 

 

Unaudited

Unaudited

Separately disclosed items

Six months to

Six months to

31 March 2015

31 March 2014

£m

£m

Affecting profit from operations

Reorganisation and restructuring costs

(22)

(42)

Impairment of goodwill

-

(41)

Onerous contracts and legal disputes

(18)

(15)

Amortisation of business combination intangibles

(3)

(5)

Loss on disposal of assets

(5)

-

Other (including time value of options)

1

7

(47)

(96)

Affecting income from associates

Gain on disposal of associate

7

-

7

 -

Affecting finance income and costs

Net interest cost on defined benefit obligation

(6)

(8)

Unwind of discount on provisions

(5)

(5)

IAS 39 fair value re-measurement - forward points on foreign exchange cash flow hedging contracts and interest accrual on swaps

(1)

-

(12)

(13)

Total separately disclosed items

(52)

(109)

 

Restructuring costs

Restructuring costs of £22m relate to Group-wide transformation projects and head office reorganisation costs.

Impairment of goodwill

Impairment of goodwill relates to prior year pre-disposal impairments.

Onerous contracts and legal disputes

The charge mainly relates to the termination of a UK outsourcing contract. The Group has recognised a non-cash charge of £16m to provide for future losses in relation to this contract.

Amortisation of business combination intangibles

The amortisation of business combination intangibles represents amortisation of intangible assets recognised from prior period acquisitions.

Other

Other primarily relates to the time-value component of option contracts accounted for under IAS39.

Profit on disposal of associate

This relates to the sale of Group's shareholding in Hotelera Adeje SL on 9 February 2015. Total proceeds were £17m.

Finance-related charges

The Group discloses separately the net interest cost on defined benefit pension obligations. The Group has provisions for future liabilities arising from separately disclosed circumstances, primarily deferred acquisition consideration. A notional interest charge of £5m on the discounted value of such provisions is recognised within separately disclosed finance-related charges.

  

5. Finance income and costs

 

Unaudited

Unaudited

six months ended 31 March 2015

six months ended 31 March 2014

£m

£m

Underlying finance income

Other interest and similar income

2

3

2

3

Underlying finance costs

Bank and bond interest

(47)

(42)

Fee amortisation

(5)

(4)

Letters of credit

(10)

(10)

Other interest payable

(10)

(7)

(72)

(63)

Underlying aircraft related finance costs

Interest payable

(2)

(2)

Finance costs in respect of finance leases

(7)

(9)

(9)

(11)

 -

Net underlying interest

(79)

(71)

Separately disclosed finance costs

Net finance costs - retirement benefits

(6)

(8)

Other exceptional finance charges

(5)

(5)

(11)

(13)

IAS 39 fair value re-measurement

Forward points on foreign exchange cash flow hedging contracts

(1)

 -

Total net finance costs

(91)

(84)

 

For the six months ended 31 March 2014, interest income and the net fair value adjustment relating to the fair value hedge on the €525m fixed rate bond has been reclassified from other interest payable to bank and bond interest.

 

6. Income taxes

Income tax is recognised based on our best estimate of the average annual effective income tax rate for each material tax jurisdiction and applied individually to the interim period pre-tax income of that jurisdiction. The effect of adjustments to tax provisions made in respect of exceptional items, impairment of goodwill and amortisation of business combination intangibles is excluded from the estimate.

The tax rate on pre-exceptional continuing operations for the six months to 31 March 2015 is 3.2% (tax rate for the six months to 31 March 2014 was (3.3%) ).

 

7. Loss per share

 

The calculations for loss per share, based on the weighted average number of shares, are shown in the table below.

 

Unaudited six months ended 31 March 2015

Unaudited six months ended 31 March 2014

Basic and diluted loss per share

£m

£m

Net loss attributable to owners of the parent

(302)

(364)

millions

millions

Weighted average number of shares for basic and diluted loss per share

1,451

1,440

pence

pence

Basic and diluted loss per share

(20.8)

(25.3)

Unaudited six months ended 31 March 2015

Unaudited six months ended 31 March 2014

Underlying basic and diluted loss per share

£m

£m

Underlying net loss attributable to owners of the parent *

(247)

(256)

millions

millions

Weighted average number of shares for basic and diluted loss per share

1,451

1,440

pence

pence

Underlying basic and diluted loss per share

(17.0)

(17.8)

 

* Underlying net loss attributable to owners of the parent is derived from the pre-exceptional loss before tax for the six month period ended 31 March 2015 of £251m (2014: £257) and deducting a notional tax charge of £8m (2014: tax charge £8m), and deducting losses attributable to non-controlling interest of £12m (2014: £9m).

 

In accordance with IAS 33: Earnings per share, the calculation of basic and underlying diluted loss per share has not included items that are anti-dilutive. Therefore there is no difference between the calculation of basic and diluted loss per share.

 

 

8. Borrowings

 

The carrying value of the Group's borrowings at 31 March 2015 are £1,382m (31 March 2014: £1,225m; 30 September 2014: £1,164m). On 23 January 2015, the Group issued €400 million Senior Notes, with a coupon rate of 6.75%, which mature in 2021. £4m of arrangement fees have been capitalised in relation to this. Following a tender offer in February 2015, the Group purchased for cash £86m in relation to the €400m guaranteed notes due in June 2015.

 

 

 

9. Provisions

 

Unaudited

as at

31 March 2015

£m

Included in current liabilities

207

Included in non-current liabilities

148

355

 

 

Aircraft maintenance

Off-market

Insurance and

Reorganisation and

Other

provisions

leases

litigation

restructuring plans

Total

£m

£m

£m

£m

£m

£m

At 1 October 2014

234

15

90

23

28

390

Additional provisions

43

2

23

4

1

73

Unused amounts released

(10)

-

(1)

(4)

-

(15)

Unwinding of discount

5

1

-

-

-

6

Utilisation of provisions

(50)

(13)

(39)

(9)

(3)

(114)

Exchange differences

19

-

(1)

(1)

(2)

15

At 31 March 2015

241

5

72

13

24

355

 

The aircraft maintenance provisions relate to maintenance on leased aircraft and spares used by the Group's airlines in respect of leases which include contractual return conditions. This expenditure arises at different times over the life of the aircraft with major overhauls typically occurring between two and ten years. In the normal course of business aircraft maintenance provisions may be released when aircraft return off lease or aircraft transfer from operating leases to finance leases.

 

Off-market leases relate to leases acquired through the Resorts Mallorca Hotels International S.L.U (Hi! Hotels) acquisition and the The Co-operative Group and Midlands Co-operative, and MyTravel Group plc mergers, which have commitments in excess of the market rate at the time of the transaction.

 

Insurance and litigation movement mainly relates to delay compensation claims (EU261) as well as other customer compensation claims. Other costs relate to legal disputes and estimated costs arising through insurance contracts in the Groups subsidiary, White Horse Insurance Ireland Limited.

 

Reorganisation and restructuring plans predominantly represent anticipated restructuring costs in the UK retail business and in Continental Europe.

 

'Other' represents liabilities where there is uncertainty of the timing or amount of the future expenditure required in settlement and includes such items as onerous contracts. This grouping contains no single category larger than £15m.

 

Provisions included in non-current liabilities are principally in respect of off-market lease contracts and aircraft maintenance contracts and are expected to be utilised over the term of those contracts which extend up to ten years from the balance sheet date and deferred and contingent consideration arising on acquisitions.

 

 

10. Financial risk management and financial instruments

 

The Group is subject to risks related to changes in interest rate, exchange rates, fuel prices, counterparty credit and liquidity within the framework of its business operations.

 

A full description of the Group's exposure to the above risks and the Group's policies and processes that are in place to manage the risks arising, is included in financial instruments note (note 22) in the 2014 Annual Report & Accounts. There have been no significant changes in the nature of the financial risks to which the Group is exposed, or the Group's policies and processes to manage these risks, since 1 October 2014.

 

Fair value hierarchyThe fair value of the Group's financial instruments are disclosed in hierarchy levels depending on the valuation method applied.

The different methods are defined as follows:

Level 1:

valued using unadjusted quoted prices in active markets for identical financial instruments

Level 2:

valued using techniques based on information that can be obtained from observable market data

Level 3:

valued using techniques incorporating information other than observable market data as at least one input to the valuation cannot be based on observable market data

 

The fair value of the Group's financial assets and liabilities are set out below:

Unaudited

Audited

as at

as at

31 March 2015

30 September 2014

£m

£m

Level 2 valuations

Derivative financial instruments - assets

Currency contracts

238

72

Fuel contracts

38

4

Interest rate swaps

6

11

282

87

Derivative financial instruments - liabilities

Currency contracts

 (24)

 (30)

Fuel contracts

 (257)

 (39)

 (281)

 (69)

 

The Group uses derivative financial instruments to hedge significant future transactions and cash flows denominated in foreign currencies. The Group enters into foreign currency forward contracts, swaps and options in the management of its exchange rate exposures.

 

The Group also uses derivative financial instruments to mitigate the risk of adverse changes in the price of fuel. The Group enters into fixed price contracts (swaps) and net purchased options in the management of its fuel price. exposures. All fuel hedges are designated as cashflow hedges.

 

In addition, the Group uses derivative financial instruments to manage its interest rate exposures. The Group enters into interest rate swaps to hedge against interest rate movements in connection with the financing of aircraft and other assets and to hedge against interest rate exposures on fixed rate debt. The Group also enters into cross currency interest rate swaps to hedge the interest rate and the currency exposure on foreign currency external borrowings.

 

There were no transfers between levels during the period. There were no level 1 or 3 financial assets or liabilities as at 31 March 2015. 

 

11. Related party transactions

 

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions between the Group and its associates and participations are disclosed below.

 

Trading transactions

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

 

Associates and participations*

Unaudited

Unaudited

Audited

31 March 2015

£m

31 March 2014

£m

30 September 2014

£m

Sale of goods and services

2

3

8

Purchases of goods and services

(4)

(6)

(11)

Interest receivable

1

-

3

Amounts owed by related parties

-

3

1

Provisions against amounts owed

-

(3)

-

Amounts owed to related parties

(1)

(3)

(2)

 

*Participations are equity investments where the Group has significant equity participation but which are not considered to be associates. All transactions are considered to have been made at market prices. Outstanding amounts will normally be settled by cash payment.

 

Key management remuneration will be disclosed in the 2015 annual financial statements.

 

 

12. Events occurring after the balance sheet date

 

Subsequent to the balance sheet date, the Group has signed new enlarged financing facilities totalling £800m, which expire in May 2019.

 

 

13. Seasonality and Foreign Exchange

 

Revenue is subject to significant seasonal fluctuations between winter and summer seasons, with peak demand in the summer season. The Group partially mitigates this seasonal impact through operating in different global holiday markets which have different annual cycles and offering a broad range of holiday products in both the winter and summer seasons.

 

The following exchange rates against Sterling for our major functional currencies are the average of those used to translate the results of the current and prior year periods.

 

Income Statement

31 March 2015

31 March 2014

Euro

1.31

1.20

SEK

12.20

10.62

 

As profits and losses in foreign currency denominated segments build up differently over the period, the average income statement translation rates may vary.

 

The following exchange rates against sterling for our major functional currencies have been used to translate the balance sheet at the current and prior period end.

 

Balance Sheet

31 March 2015

31 March 2014

Euro

1.38

1.21

SEK

12.80

10.81

 

 

 

 

 

 

 

 

 

Statement of Directors' Responsibilities

 

The directors confirm that these condensed interim financial statements have been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' as adopted by the European Union, and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

 

· an indication of important events that have occurred during the six months and their impact on the condensed set of financial statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

 

· material related party transactions in the first six months and any material changes in the related party transactions described in the last annual report.

 

A list of current directors is maintained on the Thomas Cook Group plc website: www.thomascookgroup.com.

 

 

By order of the Board

 

 

 

 

Michael Healy

Group Chief Financial Officer

19 May 2015

 

Independent review report to Thomas Cook Group plc

Report on the condensed consolidated interim financial statements

Our conclusion

 

We have reviewed the condensed consolidated interim financial statements, defined below, in the half-yearly financial report of Thomas Cook Group plc for the six months ended 31 March 2015. Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

This conclusion is to be read in the context of what we say in the remainder of this report.

 

What we have reviewed

The condensed consolidated interim financial statements, which are prepared by Thomas Cook Group plc, comprise:

 

the Group balance sheet as at 31 March 2015;

the Group income statement and Group statement of other comprehensive income for the period then ended;

the Group cash flow statement for the period then ended;

the Group statement of changes in equity for the period then ended; and

the explanatory notes to the condensed consolidated interim financial statements.

As disclosed in note 1, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

 

The condensed consolidated interim financial statements included in the half-yearly financial report have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

What a review of condensed consolidated financial statements involves

We conducted our review in accordance with 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 enquiries, 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.

 

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 consolidated interim financial statements.

 

 

 

 

Responsibilities for the condensed consolidated interim financial statements and the review

 

Our responsibilities and those of the directors

The half-yearly financial report, including the condensed consolidated interim financial statements, 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 Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

Our responsibility is to express to the company a conclusion on the condensed consolidated interim financial statements in the half-yearly financial report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure and Transparency Rules of the Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

 

PricewaterhouseCoopers LLP

Chartered Accountants

19 May 2015

1 Embankment Place

London

WC2N 6RH

 

 

 

 

 

 

 

Notes

 

(a) The maintenance and integrity of the Thomas Cook website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.

(b) Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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