TIDMHSW

RNS Number : 1329U

Hostelworld Group PLC

05 April 2016

Hostelworld Group plc

("Hostelworld" or the "Group")

Preliminary Results for the Year ended 31 December 2015

Hostelworld, the world's leading hostel-focused online booking platform, is pleased to announce its preliminary results for the year ended 31 December 2015.

These represent the Group's first results since its listing on the London and Irish Stock Exchanges in November 2015, raising a net EUR173.6 million.

Operational Highlights

-- Successful re-launch of Hostelworld brand leading to accelerated growth of 17% (2014: 11% growth), with average growth in H2 of 21%, post brand re-launch; overall Group booking growth of 1%

   --    Continued high level (58%) of Group bookings from not-paid-for channels (2014: 57%) 
   --    21% of Hostelworld(1) bookings attracted higher commission using Elevate product (2014: 15%) 

-- Continued development of responsive interfaces for all devices - desktop, tablet and mobile - with 41% of 2015 Hostelworld brand bookings from mobile devices (2014: 31%)

-- Good progress in emerging markets - Asia is the fastest growing destination region (+10%). South Korea is now the 7(th) highest nationality for Hostelworld brand bookings

   --    Additional one million customer reviews and additional one million Hostelworld app downloads 

Financial Highlights

   --    Group revenue up by 5% to EUR83.45m (FY 14: EUR79.27m) 
   --    Average booking value up by 5% to EUR12.1 per booking 

-- EUR8.5m increase in marketing investment for the year to EUR37.4m, including EUR3.2m Hostelworld Brand re-launch

   --    Adjusted EBITDA for the year of EUR23.6m (2014: EUR27.0m), reflecting marketing investment 

-- Adjusted EBITDA in the second half of the year increased to EUR13.6m compared to EUR10m in the first half of the year

   --    Group Adjusted Profit after Tax of EUR21m (2014: EUR25.6m) 
   --    Adjusted pro-forma Earnings Per Share of EUR0.22 (2014: EUR0.27) 
   --    Continued strong underlying cash conversion 

-- Maiden dividend of 2.75 euro cents per share, in line with stated dividend policy and representing 70% - 80% of the Adjusted Profit after Tax for the period since IPO

(1) Hostelworld Group bookings excluding Hostelbookers

Feargal Mooney, Chief Executive Officer, commented:

"We offer hostels worldwide the market leading proposition, providing them with a low cost distribution channel, access to a global customer base, access to our online property management system and to our leading booking engine technology.

"Consumers trust strong brands. The Hostelworld brand is characterised by a sense of adventure, community and social interaction, which appeals to our core target millennial demographic. We made significant investments in the brand in 2015 and are well poised to capitalise on these in 2016 and beyond.

"The new financial year has started well and in line with our expectations. The strength of our brand and technology together with healthy booking numbers and continued pricing improvements, underpinned by a growing marketplace, gives the Board confidence in the Group's future prospects."

ends

For further information please contact:

 
 Hostelworld Group plc               today: +44 (0) 20 7067 0000 
  Feargal Mooney, Chief Executive     thereafter: +353 (0) 1 498 0700 
  Officer 
 Weber Shandwick 
  Nick Oborne 
  Tom Jenkins                        +44 (0) 20 7067 0810 
 

Chairman's Statement

In our first year reporting as a publicly listed Company, I am pleased to present our financial results for what has been a momentous year for the Group. Hostelworld reached a number of important milestones and is now well placed strategically and operationally to face the future with confidence.

Admission to listing

We were delighted to announce our admission to a premium listing on the main market of the London Stock Exchange and a secondary listing on the Irish Stock Exchange's main securities market on 2 November 2015, valuing the Group at EUR245 million. Our IPO was a significant landmark in Hostelworld's development. Our public status offers us access to global investors and will facilitate our plans to grow and generate value for our shareholders. I welcome all new shareholders to the Group, we are committed to developing positive long term relationships with each of you through open and transparent communication.

Results and financial position

The Group operates a number of brands. The flagship brand is Hostelworld, which accounts for circa 73% of Group bookings. Over the last year, the Group focused its attention and resources on rejuvenating this brand to make it more relevant to the target millennial consumer and accelerate bookings growth. As part of this strategy, the Group increased its marketing budget which was principally responsible for a reduction in the Group's margin. This strategy was implemented in the first half of the financial year and has been successful in driving bookings growth for the Hostelworld brand with bookings rising by 21% year-on-year in the second half of the financial year.

Whilst bookings of the Hostelworld brand grew, those of the Group's supporting brands (notably Hostelbookers) were, as anticipated, lower year-on-year. We have taken steps, including the transition of Hostelbookers to a new platform earlier in 2016, to reduce this rate of decline. On a Group basis, we experienced positive revenue growth with net revenue increasing by 5% year on year. Adjusted EBITDA is down EUR3.4m year on year; a key contributory factor being the investment in a new brand identity and advertising campaign for Hostelworld, which we are confident will deliver benefits in 2016 and beyond. Adjusted EBITDA for the six month period from July to December was stable year-on-year, reflecting improved overall Group trading performance.

The business continues to have highly attractive cash flow and a very favourable working capital cycle.

Dividend

Consistent with the guidance given during the IPO process, the Board is recommending a maiden dividend of 2.75 euro cent per share which reflects the distribution of 75% of the Adjusted Profit after Taxation for the period since the IPO date of 2 November 2015, on a pro rata basis. This is our first dividend and we look forward to providing dividend growth in future earnings periods. Subject to shareholder approval the dividend will be paid on 31 May 2016 to those shareholders on the register at the close of business on 29 April 2016.

Board

To facilitate the IPO, a restructuring of companies in the Group was undertaken. The parent company of the Group is Hostelworld Group plc ("the Company"), which was incorporated on 9 October 2015. The directors of this Company include myself as Chairman, CEO Feargal Mooney, and CFO Mari Hurley, all of whom were directors of the previous parent company of the Group.

In addition, we welcomed new non-executive directors Michael Cawley and Andy McCue to the Board of Hostelworld Group plc. Both Michael and Andy bring extensive experience of international businesses with significant web-based revenues and we are already seeing the positive impact of their involvement in the Group. These appointments also ensured that Hostelworld Group plc was fully compliant with the UK Code of Corporate Governance in respect of the composition of its Board in advance of its IPO. The Board regularly monitors risk and control processes to ensure they support the Group's strategy and objectives.

I would also like to take this opportunity to sincerely thank former board colleagues - Stephen Duckett, Kingsley Duffy, Patrick Healy and Zita Saurel for their contribution to the Group in recent years.

People

On behalf of the Board, I would like to thank all of our employees for their continuing commitment to, and hard work on behalf of the business. In particular, I would like to thank the Senior Management Team and the finance team. The IPO process was immensely time-consuming, and not only was it a successful process, but they continued to deliver on their other objectives at the same time, which is a tribute to their professionalism and dedication.

Outlook

In recent years, the business has invested in its people, technology and brand. It has also modified its operating model to proactively anticipate and respond to changes in the market place. This investment and an absolute focus on serving the hostel sector and the millennial consumer in particular means the Group is well-positioned for future growth and development. The new financial year has started well and in line with our expectations. The strength of our brand and technology, together with healthy booking numbers and continued pricing improvements, underpinned by a growing marketplace, gives the Board confidence in the Group's future prospects.

Richard Segal

Chairman

4 April 2016

Chief Executive's Statement

I am delighted to present my first CEO statement since our flotation in November 2015.

Continued strategic progress

2015 has been a year of significant progress for the Group from a financial, strategic and operational perspective, during which we strengthened our commitment to leading the industry and enhancing our customers' experiences across all online and mobile interfaces.

Bookings

Bookings for the Group's primary Hostelworld brand grew by 17% in the year with an average growth rate of 21% for the final six months of the year, post the brand launch. Total Group bookings and revenues grew by 1% (59,675 bookings) and 5% (EUR4.2 million) respectively, in the year.

We are pleased with the progress made in managing cost-per-click and cost-per-booking which drives a more efficient and profitable booking mix. In 2015, bookings from not-paid-for channels increased to 58% of overall Group bookings. We are confident that our marketing strategy with the goal of diversifying online marketing channels and increasing brand awareness will continue to drive bookings into lower cost or not-paid-for channels.

Brands

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Consumers trust strong brands. Our brand is characterised by a sense of adventure, community and social interaction, which appeals to our target millennial demographic. We made significant investments in the brand in 2015 and are well placed to capitalise on these in 2016 and beyond.

In May 2015, we relaunched our global lead brand Hostelworld, using the 'Meet the World' positioning. The new brand design, logo and imagery focus the brand on its mission of enhancing the travel experience through social interaction. Furthermore during the first half of 2015 we began our 'Meet the World' mass media advertising campaign to increase Hostelworld's brand awareness. The campaign comprised a multi-channel UK-focused campaign across television, cinema, national outdoor media and included increased global social channels and online advertising activity. We immediately experienced the positive impact of the increased brand and marketing investment and this was sustained throughout the remainder of 2015.

In early 2016, we also repositioned and relaunched Hostelbookers with the 'Just a Step Away' proposition. This brand serves customers globally who travel for a specific purpose or event and are looking for affordable, central accommodation options.

Technology

The development of responsive interfaces for the Hostelworld and Hostelbookers brands was a key focus in 2015, ensuring both are available for all devices (desktop, tablet and mobile) in every orientation. Hostelworld was also made available on two new app platforms, Apple Watch & Apple TV, becoming the first hostel booking platform on these devices. On Android, the Hostelworld App was redesigned using Google's Material Design, earning Top Developer recognition from Google. Our mobile team continued to focus on improving the customer experience throughout the year offering Touch ID for login & checkout, Spotlight search, wish-lists and offline bookings, which are all time-saving enhancements to help the mobile hostel traveller. This "mobile first" strategy has resulted in mobile (including tablet) representing 41% of Hostelworld brand bookings for the year (2014: 31%).

Pricing and Yield Management

Our Elevate programme gives accommodation providers the opportunity to increase their prominence in search lists dynamically in exchange for a higher commission rate of up to 8% above the relevant base commission rate. We also offer a premium listing feature, which enables accommodation providers to purchase fixed slots at the top of Hostelworld's and our other brands' results on a monthly cycle. In 2015, 21% of the bookings on Hostelworld were delivered to properties participating in "Elevate", an increase from 15% in 2014. In addition, we provide enhanced revenue management services to our properties which continued to evolve through 2015.

Asia

We progressed our strategy to grow our customer base and revenue in emerging markets. In 2015, we increased our supply base in key Asian markets through our dedicated team based in Shanghai, with Asia becoming our fastest growing destination continent. South Korea grew to become our seventh highest customer nationality for Hostelworld brand bookings (2014: 8th).

Business model

We operate the world's leading hostel-focused online booking platform. We offer a simple and comprehensive online mechanism that gives providers of hostels and other budget accommodation a shop window to show their accommodation to millennial travellers. We facilitate bookings between the two, offering a top-class booking experience that provides us with commission-based revenue.

At the time of booking, hostel travellers pay a non-refundable deposit directly to us, and the remainder of the cost of their stay directly to the hostel at the time of their visit. The deposit equates to our revenue from the transaction. This efficient, light-touch business model has favourable working capital requirements and strong cash conversion. Refunds, debt collection and invoicing overheads are all minimised.

The market

Given the limited available market data on the hostel sector, Hostelworld commissioned leading independent research company for the travel sector, Phocuswright, to undertake the first dedicated study of the global hostel market. The study conducted in the second half of 2015 included surveying over 1,000 hostel operators worldwide, 2,700 hostel travellers from six key consumer markets and 800 non-hostel travellers, as well as a series of interviews with key hostel operators and stakeholders. The key findings of the study are:

-- Phocuswright projects 7%-8% hostel revenue growth per year through 2018 for the global hostel market, when it estimates that the total hostel market will reach nearly $7 billion in room revenue.

-- The report confirms that hostel accommodation is undergoing a revolution. Today, 9 in 10 hostels have private rooms in addition to dorm rooms or traditional shared rooms. Indeed 57% of all hostel rooms are private rooms. Hostels are investing in a range of value-added amenities, room and common area design as well as expanding bed capacity.

-- Millennial customers (18-34 years of age) are the key target market in our sector of the travel industry, representing 70% of total guests.

-- Compared to other traveller segments, hostel travellers stand out for their passion for travel. Hostel travellers are more likely to have university degrees and place travel at the top of their list for discretionary spend, travelling longer and spending more on travel than other travellers in most markets profiled by Phocuswright.

-- Online channels accounted for two-thirds of global hostel revenue in 2014 (compared with less than 40% of hotel gross bookings globally). More than 70% of online hostel bookings are made via an online travel agent.

Our key strategic pillars identified for 2015 and 2016 are set out overleaf.

 
 Strategic        Reason                  2015 Progress                          2016 Priorities 
  Pillar 
---------------  ----------------------  -------------------------------------  -------------------------------------- 
 1. Brand and     We want to              In May 2015, we globally relaunched    The Group expects to expand its 
  Marketing        ensure our             our lead brand Hostelworld, using      digital marketing campaign to 
  Investment       platforms are          the                                    other key markets and to continue 
                   the preferred          'Meet the World' positioning. The      to realise efficiencies in its 
                   choice for             new                                    booking mix and management of 
                   the growing            brand design, logo and imagery focus   cost-per-click and cost-per-booking. 
                   number of millennial   the brand on its mission of 
                   travellers             enhancing                              As a global business, brand and 
                   worldwide to           the travel experience through social   marketing investment will be spread 
                   visit when             interaction. In June 2015 we began     across key markets. In order to 
                   planning their         with                                   reach our target demographic, 
                   trips.                 'Meet the World' mass media            we will use a mix of channels, 
                                          advertising                            online display advertising and 
                                          campaign to increase Hostelworld's     social channels such as Facebook, 
                                          brand                                  Twitter and Instagram. 
                                          awareness. The campaign comprised a 
                                          multi-channel UK focused campaign      We intend to continue our brand 
                                          across                                 advertising and foster brand 
                                          television, cinema, national outdoor   partnerships 
                                          and increased global social media      with an increased focus on PR 
                                          and                                    and unique content dissemination 
                                          online activity.                       across global media platforms. 
                                          We believe that the Group's business   Furthermore, we will continue 
                                          is already experiencing the benefits   to raise the awareness of the 
                                          of the increase in brand and           quality of the hostel product 
                                          marketing                              and improve general perception 
                                          investment, with Hostelworld brand     of hostels so as to increase 
                                          bookings                               consideration 
                                          across all nationalities increasing    of hostels by a wider cohort of 
                                          by an average of 21% for July to       travellers. 
                                          December 
                                          2015, compared to the same months in   We will continue scaling our customer 
                                          2014.                                  relationship management ("CRM") 
                                          In addition, the Group has further     programme by expanding the reach 
                                          optimised                              and frequency of targeted customer 
                                          its booking mix with not-paid-for      communications across all our 

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                                          channels                               brands in multiple channels (email, 
                                          representing 58% of overall Group      mobile, onsite). 
                                          bookings. 
                                          We have also seen improvements in      In January 2016, we re-branded 
                                          management                             Hostelbookers with the 'Just a 
                                          of cost-per-click and                  Step Away' proposition, as this 
                                          cost-per-booking                       brand serves customers globally 
                                          metrics.                               who travel for a specific purpose 
                                          Marketing spend as % of Group net      or event, hence are looking for 
                                          revenues                               affordable, central accommodation 
                                          increased from 36% in 2014 to 45% in   options. 
                                          2015. 
---------------  ----------------------  -------------------------------------  -------------------------------------- 
 2. Investment    Millennial              During 2015 we focused on the          Our key deliverable for 2016 is 
  in Technology    customers expect       consolidation                          to further improve our customer 
                   to transact            of brands onto a single technology     experience by enhancing our iOS 
                   seamlessly             platform                               and Android apps. We intend to 
                   across multiple        by completing the migration of         expand the user experience beyond 
                   devices, with          Hostelbookers                          the booking transaction and provide 
                   consistency            onto the Hostelworld platform, which   our app customers with relevant 
                   of user experience     launched in early January 2016. We     and timely content both pre and 
                   and functionality.     continued                              in-trip. 
                   Meeting this           our "mobile first" strategy by 
                   expectation            developing                             In addition, we will intensify 
                   is key to continued    fully responsive interfaces,           our conversion optimisation programme 
                   future customer        ensuring                               to ensure the customer funnel 
                   acquisition            that customers have the same user      within the web and app sites is 
                   and retention.         experience                             optimised through analytics-based 
                                          and breadth of functionality           testing and continual improvement. 
                                          regardless 
                                          of device. In parallel, we continued   We will continue to eliminate 
                                          to enhance our iOS and Android         elements of legacy architecture, 
                                          applications                           which will increase the functionality 
                                          for tablets and smart-phones. We       of our technology platform across 
                                          also                                   all of our brands. This will reduce 
                                          launched on Apple Watch and Apple      complexity which we expect will 
                                          TV.                                    achieve further operational 
                                                                                 efficiencies. 
                                          As a result of this focus, 
                                          Hostelworld 
                                          continues to see strong growth in 
                                          its 
                                          mobile business with 41% of 
                                          Hostelworld 
                                          brand bookings transacting on a 
                                          mobile 
                                          platform in 2015. 
---------------  ----------------------  -------------------------------------  -------------------------------------- 
 3. Flexible      Working closely         Our Elevate programme gives            We intend to increase the penetration 
  Pricing Model    with accommodation     accommodation                          of Elevate bookings among 
                   providers assisting    providers the opportunity to           accommodation 
                   them with yield        increase                               providers, both on Hostelworld 
                   management             their prominence in search lists       and through the newly-migrated 
                   and revenue            dynamically                            Hostelbookers site which can now 
                   optimisation.          in exchange for a higher commission    use the Elevate technology. 
                                          rate of up to 8% above the relevant 
                                          base commission rate. It also          We will continue to explore and 
                                          includes                               test other products and services 
                                          a premium listing feature, which       that we could potentially provide 
                                          enables                                to our hostel partners to enable 
                                          accommodation providers to purchase    them to better manage and grow 
                                          fixed slots at the top of              their businesses. 
                                          Hostelworld's 
                                          and other brands' city search 
                                          results 
                                          pages on a monthly cycle. In 2015, 
                                          21% 
                                          of the bookings on Hostelworld were 
                                          delivered to properties 
                                          participating 
                                          in Elevate, an increase from 15% in 
                                          2014. 
                                          Revenue management services provided 
                                          to properties continued to evolve 
                                          through 
                                          2015 and included the distribution 
                                          of 
                                          reports that were focused on 
                                          assisting 
                                          them to improve their yield. 
                                          Improved 
                                          local market-related information 
                                          including 
                                          "price to demand trend", "booking 
                                          lead 
                                          time" and "average bed price" were 
                                          provided. 
---------------  ----------------------  -------------------------------------  -------------------------------------- 
 4. Geographic    To expand the           In 2015, we increased our supply       We will actively expand in markets 
  Expansion        reach of our           base                                   where the offline-to-online travel 
                   customer base          in key Asian markets through our       shift is still emerging and where 
                   and tap into           dedicated                              there is a significant penetration 
                   increased demand       team based in Shanghai. Asia was our   opportunity for hostels and budget 
                   from millennials       fastest growing destination region,    accommodation product. 
                   in emerging            as travellers tapped into the growth   We will particularly seek to 
                   markets.               of hostel product within the region.   capitalise 
                                          South Korea was our seventh highest    on consumer growth in South Korea, 
                                          customer nationality for Hostelworld   locating dedicated personnel 
                                          brand bookings for the twelve months   in-country 
                                          ended 31 December 2015.                and enhancing our understanding 
                                                                                 of the market development 
                                                                                 opportunity. 
                                                                                 We will also focus on adapting 
                                                                                 our product, user experience and 
                                                                                 marketing and work on the 
                                                                                 implementation 
                                                                                 of alternative payment methods 
                                                                                 for key local markets e.g. Alipay 

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                                                                                 for China. 
---------------  ----------------------  -------------------------------------  -------------------------------------- 
 

People

We are fortunate to have an excellent and diverse pool of talented individuals working in our global team who deliver an exceptional service to our customers.

In December 2015, we launched our first set of Company values, called "SPIRIT", which represents the growth and maturity of our organisation. "SPIRIT" stands for our core values of Service Excellence, Pace, Innovation, Respect, Initiative and Team Together. I am very excited by these "SPIRIT" values and look forward to embedding them further into Hostelworld.

I believe that what makes our people special is their ability to constantly think about the changing needs of our customers and their willingness to take ownership of responsibilities. I am very grateful for the tremendous effort they make each and every day.

Outlook

The beginning of the 2016 year continues to provide evidence of the robust trading characteristics of our business. We have continued to invest in our in-house capability in managing our paid traffic and this has enabled us to further optimise conversion and margin.

During January 2016, the Group successfully launched a newly rebranded and responsive Hostelbookers website and app. The new site includes the Elevate dynamic pricing functionality, benefits from a larger set of properties and is expected to slow the decline of Hostelbookers bookings over time.

Our extensive experience in all aspects of the online hostel market and our position as market leader leaves us well placed to exploit the growth opportunities in the sector and I look forward to the future with confidence.

Feargal Mooney

Chief Executive

4 April 2016

Financial Review

Introduction

   --      Strong Hostelworld brand bookings growth of 17% 
   --      Total Group bookings grew by 1% 
   --      Gross average booking value of EUR12.1, increase of 5% 
   --      Marketing expenses represented 45% of Net Revenue (2014: 36%) 
   --      Adjusted EBITDA margin of 28% (2014: 34%) 
   --      Strong underlying cash conversion and dividend of EUR2.6m in line with dividend policy 

Key Performance Indicators

 
                                  2015   2014   % change 
-------------------------------  -----  -----  --------- 
 Bookings - Hostelworld brand 
  (m)                             5.2    4.4      17% 
 Bookings - supporting brands 
  and channels (m)                2.0    2.7      -27% 
 Total Booking Volume (m)         7.2    7.1       1% 
 
 Net Revenue (EURm)               83.5   79.3      5% 
 Average Booking Value ("ABV") 
  (gross) (EUR)                   12.1   11.5      5% 
-------------------------------  -----  -----  --------- 
 Adjusted EBITDA                  23.6   27.0     -12% 
-------------------------------  -----  -----  --------- 
 

For the year ending December 2015 booking volumes for the business increased by 1%, with the Hostelworld brand growing by 17% during the year. Bookings in not-paid-for channels represented 58% of total bookings. The Group's booking volumes are seasonal and peak between May and August during the summer travel period in the northern hemisphere. The associated Total Transaction Values ("TTV") in 2015 were EUR634m (2014: EUR634m).

The bookings growth combined with an increase in Average Booking Value ("ABV") of 5% during the year resulted in an overall increase in net revenue of EUR4.2m. The Group's ABV increased due to a number of factors, primarily due to favourable exchange rates and by increased penetration of the Elevate pricing product on Hostelworld bookings. In 2015, 21% of these Hostelworld bookings attracted higher commission at average commission rate of 16.2%. Factors which negatively affected ABV in 2015 included the shift towards mobile bookings, as such customers book fewer bednights per booking, a higher proportion of bookings into hostel dorm beds and growth in Asia as a destination region.

There was additional investment in marketing with the rebranding of the Hostelworld brand in June 2015, the results of which are evident in the stronger growth rates in the Hostelworld brand bookings in the second half of the year (H2 15: 21%, H1 15: 14%).

While the Group operates in one segment and is managed as such, we review business performance on a bookings volume and average booking value basis for both the Hostelworld brand as well as all supporting brands (including Hostelbookers, Hostels.com, booking engines and affiliates).

Adjusted EBITDA

The Group uses Earnings before Interest, Tax, Depreciation and Amortisation, excluding the impact of exceptional items (Adjusted EBITDA) as a key performance indicator when measuring the outcome in the business from one period to the next, and against budget. Exceptional items are non-recurring and by their nature and size can make interpretation of the underlying trends in the business more difficult. We believe this Adjusted EBITDA measure more accurately reflects the key drivers of profitability for the Group and removes those items which do not impact underlying trading performance, thereby making comparisons more meaningful.

Administration expenses increased from EUR57.8m in 2014 to EUR64.1m in 2015. A key contributory factor was higher marketing expenses, which increased from EUR28.9m in 2014 (36% of Net Revenue) to EUR37.4m in 2015 (45% of Net Revenue). This increase includes the additional investment in the Hostelworld brand of EUR3.2m incurred during the first six months of the year.

Staff costs were EUR12.7m during the year (2014: EUR14.1m), the year on year reduction being due to the level of development labour capitalised (2015: EUR4.2m; 2014: EUR1.3m). On a like for like basis, gross staff costs increased by EUR1.5m during the year, a 9% increase.

Reconciliation between Operating Profit and Adjusted EBITDA:

 
  EURm                          2015    2014 
-----------------------------  -----  ------- 
 Operating profit/(loss)        7.2    (42.5) 
 Depreciation                   0.8     0.7 
 Amortisation of development 
  costs                         1.4     0.4 
 Amortisation of acquired 
  intangible assets             9.9     12.3 
 Impairment charges             0.0     50.7 
 Exceptional items              4.3     5.4 
 
 Adjusted EBITDA                23.6    27.0 
-----------------------------  -----  ------- 
 

Exceptional items for the year were EUR4.3m (2014: EUR5.4m). Total fees incurred in relation to the IPO were EUR10.2m of which EUR4.5m has been expensed through the Income Statement as an exceptional item with the balance of EUR5.7m charged to the share premium account. Other non-recurring items totalling net income of EUR0.2m have been classified as exceptional within administration expenses. These non-recurring items relate to redundancy costs and the costs of moving office, offset by a reversal of a prior year accrual which is considered exceptional and one-off in nature. In 2014, corporate finance costs of EUR3.9m, redundancy costs of EUR1.3m and other non-recurring costs of EUR0.2m were expensed to the Income Statement as exceptional items.

Adjusted EBITDA decreased from EUR27.0m to EUR23.6m, a key contributor being the increased investment of EUR3.2m in Hostelworld brand re-launch. Adjusted EBITDA margin decreased from 34% of net revenue in 2014 to 28% in 2015.

Adjusted Profit after Taxation

 
  EURm                              2015     2014 
--------------------------------  -------  ------- 
 Adjusted EBITDA                    23.6     27.0 
 Depreciation                      (0.8)    (0.7) 
 Amortisation of development 
  costs                            (1.4)    (0.4) 
 Corporation tax                   (0.4)    (0.3) 
 Adjusted Profit after Taxation     21.0     25.6 
 
 Exceptional costs                 (4.3)    (5.4) 
 Amortisation of acquired 
  intangibles                      (9.9)    (12.3) 
 Net financial costs               (30.9)   (34.5) 
  Other gains                      104.2      - 
 
 Impairment charges                 0.0     (50.7) 
 Deferred taxation                  1.0      5.1 
--------------------------------  -------  ------- 
 Profit/ (loss) for the year        81.2    (72.2) 
--------------------------------  -------  ------- 
 

Adjusted Profit after Taxation is a metric that the Group uses to calculate the dividend payout for the year. It excludes exceptional costs, amortisation of acquired domain and technology intangibles, impairment charges, net finance costs and deferred taxation which can have large impacts on the reported result for the year, and which can make underlying trends difficult to interpret.

Adjusted Profit after Taxation decreased from EUR25.6m to EUR21.0m in line with the reduction in Adjusted EBITDA.

Based on the weighted average shares in issue during 2015, reported Earnings per Share ("EPS") as set out in Note 9 is 4.46 cent per share for the financial year (2014: loss per share 24.04 cent). Using Adjusted Profit after Taxation as the measure of earnings, and the actual number of shares in issue as at 31 December 2015, would result in an adjusted EPS of 22 cent per share for the year. The corresponding EPS for 2014 calculated on the same basis, using the number of shares in issue as at 31 December 2015 is 27 cent per share.

Accounting for the IPO and reorganisation

In preparation for the IPO, the Group undertook a capital reorganisation and restructuring, which simplified the Group structure and eliminated all shareholder related debt. Prior to the IPO, a new holding company was created and this acquired control of the Group. As this was a common control transaction, it is outside the scope of IFRS 3 (Business Combinations) and the comparatives presented are the consolidated results for the Hostelworld Group. Further details about the accounting for the IPO are disclosed within Note 1 and Note 13.

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The impact on the Income Statement related to the IPO transaction and reorganisation are the fees incurred, as explained above in Exceptional Costs, and the one off gain included in Other Gains and Net Finance Costs, which is detailed below.

Other gains and net finance costs

As part of the IPO, EUR181.4m was paid to shareholders as consideration for preference shares and the redemption of shareholder loans and accrued interest, and the remaining balance of shareholder loans and interest was waived or exchanged for shares in the newly listed entity. This has resulted in an exceptional gain of EUR104.2m in 2015. Interest accrued on shareholder loans up to the date of the IPO was EUR30.9m (2014: EUR34.5m).

As a result of the IPO, shareholder loans and accrued interest at 31 December 2015 are EURnil (2014: EUR319.9m).

Taxation

The Group corporation tax charge of EUR0.4m (2014: EUR0.3m) is an effective tax rate (corporation tax as a percentage of Adjusted EBITDA) of 1.5% (2014: 1.1%). The low effective tax rate is primarily as a result of carried forward tax losses arising from the previous capital structure in the Group. It is expected that the Group will benefit from these tax losses in the coming year and that the effective tax rate will be in the region of 4% for 2016, increasing due to the change in the Group's capital structure post listing. This is dependent on the continuation of the current operating structure and current tax law.

The deferred taxation credit of EUR1.0m (2014: EUR5.1m) arises primarily in relation to acquired intangibles and the partial recognition of carried forward tax losses. The primary contributor to the 2014 deferred taxation credit was the impairment of the goodwill arising on the Hostelbookers business.

Adjusted Free Cashflow conversion

 
  EURm                          2015    2014 
----------------------------  -------  ------ 
 Adjusted EBITDA                23.6    27.0 
 Capitalised development 
  spend                        (4.3)    (1.4) 
 Capital expenditure           (3.2)    (0.7) 
 Interest and tax paid          0.2     (0.9) 
 Net movement in working 
  capital (1)                  (1.1)     0.0 
----------------------------  -------  ------ 
 Adjusted Free Cashflow         15.3    24.0 
----------------------------  -------  ------ 
 Adjusted FCF conversion        65%      89% 
----------------------------  -------  ------ 
 (1) changes in working capital excludes 
  the effects of exceptional costs 
 

The Group has a business model which produces strong free cash flow conversion, with a negative working capital cycle on operational cash flows. In 2015 there was a higher than normal level of investment in capital expenditure due to spend of EUR2.0m (2014: EUR0.03m) on leasehold improvements and fixtures and fittings as the Group entered into new leases in London and Dublin to allow for the expansion of the business. Adjusting for these higher than average levels of investment and a delayed VAT reclaim, the cash conversion would be 75% of Adjusted EBITDA. The lower level of capitalised development expenditure and capital expenditure in 2014, resulted in adjusted free cashflow conversion of 89%.

On 21 October 2015, in connection with the IPO, the Group entered into a working capital facility with AIB Bank plc (the "Revolving Credit Facility") for EUR2.5m. During the period to 31 December 2015, there have been no drawdowns under this facility.

Total Cash at 31 December 2015 was EUR13.6m (2014: EUR19.9m), of which EUR2.2m is held in a restricted account as part of a guarantee related to the lease of the Dublin office (as disclosed in Note 12). There were no borrowings at 31 December 2015 (2014: EUR319.9m, all of which was shareholder related).

Foreign exchange risk

The Group's primary operating currency is the euro. The Group also has significant sterling and US dollar cash flows. Restated on a constant currency basis, revenues have declined by 5% (EUR4.7m) and Adjusted EBITDA has declined by 22% (EUR6.5m) in 2015.Constant currency is calculated by applying the average exchange rates for the year ended 31 December 2015 to the financial results for the year ended 31 December 2014 on a month by month basis. The Group's principal policy is to match cashflows of like currencies, with excess sterling and US dollar revenues being settled into euros on a timely basis.

Incorporation and capital reduction

On 9 October 2015, Hostelworld Group plc was incorporated and registered in England and Wales under the Companies Act 2006 as a public limited Company. The Company has reduced its share capital by means of a court-sanctioned reduction in capital in order to provide it with the distributable reserves required to support the intended dividend policy. The capital reduction and cancellation of share premium received court approval on 16 December 2015.

Dividend

The Group is committed to an attractive dividend policy, and is pleased to recommend a total dividend payout of EUR2.6m which reflects a distribution of 75% of the Adjusted Profit after Taxation for the period since the IPO date of 2 November 2015, on a pro rata basis. This represents a distribution of 2.75 cent per share, based on the number of shares in issue at 4 April 2016. Subject to shareholder approval the dividend will be paid on 31 May 2016 to those shareholders on the register at the close of business on 29 April 2016.

Mari Hurley

Chief Financial Officer

4 April 2016

HOSTELWORLD GROUP PLC

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2015

 
                                                                                                   2015       2014 
                                                                                       Notes    EUR'000    EUR'000 
 
 Revenue                                                                                 3       83,451     79,265 
 Administrative expenses                                                                 4     (64,087)   (57,677) 
 Depreciation and amortisation expenses                                                  4     (12,170)   (13,443) 
 Impairment losses                                                                       4            -   (50,692) 
 
 Operating profit/(loss)                                                                          7,194   (42,547) 
 
 Financial income                                                                                     8         17 
 Financial costs                                                                         7     (30,866)   (34,479) 
 Other gains                                                                             7      104,158          - 
 
 Profit/(loss) before taxation                                                                   80,494   (77,009) 
 
 Taxation                                                                                8          680      4,826 
                                                                                              ---------  --------- 
 
 Profit/(loss) for the year attributable to the equity owners of the parent company              81,174   (72,183) 
                                                                                              ---------  --------- 
 
 Basic and diluted earnings per share (cents)                                            9         4.46    (24.04) 
 

A reconciliation to Adjusted EBITDA and Adjusted Profit after Taxation is provided in the Financial Review on page 12.

HOSTELWORLD GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2015

 
                                                                        2015       2014 
                                                                     EUR'000    EUR'000 
 
 Profit/(loss) for the year                                           81,174   (72,183) 
 
   Items that may be reclassified subsequently to profit or loss: 
 Exchange differences on translation of foreign operations               333        282 
                                                                    --------  --------- 
 
 Total comprehensive income/(expense) for the year attributable 
  to equity owners of the parent company                              81,507   (71,901) 
                                                                    --------  --------- 
 
 
 

HOSTELWORLD GROUP PLC

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2015

 
                                                                                       2015        2014 
                                                                            Notes   EUR'000     EUR'000 
 Non-current assets 
 Intangible assets                                                           10     158,972     166,008 
 Property, plant and equipment                                                        3,523       1,419 
 Deferred tax assets                                                                  1,325         693 
                                                                                   --------  ---------- 
                                                                                    163,820     168,120 
 Current assets 
 Trade and other receivables                                                 11       3,249       2,326 
 Corporation tax                                                                          3         728 
 Cash and cash equivalents                                                   12      13,620      19,942 
                                                                                   --------  ---------- 
                                                                                     16,872      22,996 
                                                                                   --------  ---------- 
 Total assets                                                                       180,692     191,116 

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                                                                                   --------  ---------- 
 
 Issued capital and reserves attributable to equity owners of the parent 
 Share capital                                                                          956          30 
 Share premium                                                                            -      13,521 
 Other reserves                                                              13       3,628           - 
 Foreign currency translation reserve                                                   695         362 
 Retained earnings/(accumulated losses)                                             161,418   (158,101) 
                                                                                   --------  ---------- 
 Total equity attributable to equity holders of the parent company                  166,697   (144,188) 
                                                                                   --------  ---------- 
 
 Non-current liabilities 
 Borrowings                                                                               -     285,638 
 Deferred tax liabilities                                                             2,563       2,964 
                                                                                   --------  ---------- 
                                                                                      2,563     288,602 
 Current liabilities 
  Borrowings                                                                              -      34,278 
 Trade and other payables                                                    14      11,405      12,345 
 Corporation tax                                                                         27          79 
                                                                                   --------  ---------- 
                                                                                     11,432      46,702 
                                                                                   --------  ---------- 
 Total liabilities                                                                   13,995     335,304 
                                                                                   --------  ---------- 
 Total equity and liabilities                                                       180,692     191,116 
                                                                                   --------  ---------- 
 

HOSTELWORLD GROUP PLC

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2015

 
                                                              Retained 
                                                             Earnings/                    Foreign Currency 
                                                           Accumulated                         Translation 
                     Share Capital   Share Premium              Losses  Other Reserves             Reserve       Total 
                           EUR'000         EUR'000             EUR'000         EUR'000             EUR'000     EUR'000 
 Notes                                                                              13 
 
 As at 1 January 
  2014                          30          13,521            (85,918)               -                  80    (72,287) 
                    --------------  --------------  ------------------  --------------  ------------------  ---------- 
 
 Total 
  comprehensive 
  (expense)/ 
  income for the 
  year                           -               -            (72,183)               -                 282    (71,901) 
 
 As at 31 December 
  2014                          30          13,521           (158,101)               -                 362   (144,188) 
                    --------------  --------------  ------------------  --------------  ------------------  ---------- 
 
 Elimination on 
  reorganisation              (30)        (13,521)                   -               -                   -    (13,551) 
 Issue of capital 
  (net of costs)               956         238,345                   -               -                   -     239,301 
 Merger reserve                  -               -                   -           3,628                   -       3,628 
 Capital reduction               -       (238,345)             238,345               -                   -           - 
 Total 
  comprehensive 
  income for the 
  year                           -               -              81,174               -                 333      81,507 
 
 As at 31 December 
  2015                         956               -             161,418           3,628                 695     166,697 
                    --------------  --------------  ------------------  --------------  ------------------  ---------- 
 

HOSTELWORLD GROUP PLC

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2015

 
                                                            2015       2014 
                                               Notes     EUR'000    EUR'000 
 Cash flows from operating activities 
 Profit/(loss) before tax                                 80,494   (77,009) 
 Depreciation of property, plant and 
  equipment                                      4           813        659 
 Amortisation of intangible assets               4        11,357     12,784 
 Impairment of intangible assets                 4             -     50,692 
 Transaction costs (included within                        4,546 
  financing activities)                                                   - 
 Loss on disposal of property, plant                         251 
  and equipment                                                           - 
 Financial income                                            (8)       (17) 
 Financial expense                               7        30,866     34,479 
 Other gains                                     7     (104,158)          - 
 Changes in working capital items: 
 (Decrease)/increase in trade and other 
  payables                                      14         (940)      4,286 
 Increase in trade and other receivables        11       (1,117)      (174) 
                                                      ----------  --------- 
 Cash generated from operations                           22,104     25,700 
 Interest paid                                              (79)      (203) 
 Interest received                                             8         17 
 Income tax refunded/(paid)                                  319      (667) 
                                                      ----------  --------- 
 Net cash from operating activities                       22,352     24,847 
                                                      ----------  --------- 
 
 Cash flows from investing activities 
 Acquisition/capitalisation of intangible 
  assets                                        10       (4,321)    (1,414) 
 Purchases of property, plant and equipment              (3,168)      (722) 
 Net cash used in investing activities                   (7,489)    (2,136) 
                                                      ----------  --------- 
 
 Cash flows from financing activities 
 Repayment of shareholders' loans                      (195,125)          - 
 Proceeds on issue of shares, net of                     173,607 
  expenses                                                                - 
 Repayments of bank loans                                      -    (7,874) 
                                                      ----------  --------- 
 Net cash used in financing activities                  (21,518)    (7,874) 
                                                      ----------  --------- 
 Net (decrease)/increase in cash and 
  cash equivalents                                       (6,655)     14,837 
 Cash and cash equivalents at the beginning 
  of the year                                             19,942      4,823 
 Effect of exchange rate changes on 
  cash and cash equivalents                                  333        282 
                                                      ----------  --------- 
 Cash and cash equivalents at the end 
  of the year                                             13,620     19,942 
 Restricted cash balances                       12       (2,225)          - 
                                                      ----------  --------- 
 Unrestricted cash balances at the 
  end of the year                                         11,395     19,942 
                                                      ----------  --------- 
 

HOSTELWORLD GROUP PLC

NOTES TO THE FINANCIAL INFORMATION

   1.         GENERAL INFORMATION AND BASIS OF PREPARATION 

The financial information, comprising of the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of financial position, consolidated statement of changes in equity, consolidated statement of cashflows and related notes, has been taken from the consolidated financial statements of Hostelworld Group plc ("Company") for the year ended 31 December 2015, which were approved by the Board of Directors on 4 April 2016. The financial information does not constitute statutory accounts within the meaning of sections 435(1) and (2) of the Companies Act 2006 or contain sufficient information to comply with the disclosure requirements of International Financial Reporting Standards ("IFRS").

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An unqualified report on the consolidated financial statements for the year ended 31 December 2015 has been given by the auditors, Deloitte. It did not include reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain any statement under section 498 (2) or (3) of the Companies Act 2006. The consolidated financial statements will be filed with the Registrar of Companies, subject to their approval by the Company's shareholders at the Company's Annual General Meeting on 26 May 2016.

The Company is a public limited company incorporated in the United Kingdom on the 9 October 2015. The registered office of the Company is High Holborn House, 52 - 54 High Holborn, London, WC1V 6RL, United Kingdom.

The Company and its subsidiaries (together "the Group") provide software and data processing services that facilitate hostel, B&B, hotel and other accommodation bookings worldwide.

Basis of Preparation

The consolidated financial statements incorporate the financial statements of the Company and its directly and indirectly owned subsidiaries, all of which prepare financial statements up to 31 December. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), International Financial Reporting Interpretations Committee (IFRIC) interpretations and those parts of the Companies Act 2006, applicable to companies reporting under IFRS. The Group financial statements have been prepared in accordance with IFRSs adopted by the European Union ("the EU") which comprise standards and interpretations approved by the International Accounting Standards Board ("IASB"). The financial statements are also prepared in line with IFRSs as issued by the IASB.

On 2 November 2015, as part of a reorganisation, the ultimate parent of the group changed from H&F Wings Lux 1 S.à r.l to Hostelworld Group plc.

The Company obtained control of the entire share capital of Wings Lux 2 S.à r.l. Wings Lux 2 S.à r.l. is a Luxembourg holding company incorporated on 19 November 2009 as a société à responsabilité limitée for an unlimited period of time, subject to general company law. The registered office of the company is 5, Rue Guillaume Kroll L - 1882, Luxembourg.

This transaction falls outside the scope of IFRS 3 "Business Combinations". Accordingly, following the guidance regarding the selection of an appropriate accounting policy provided by IAS 8 "Accounting policies, changes in accounting estimates and errors", the transaction has been accounted for in these financial statements using the principles of merger accounting set out in FRS 102 The Financial Reporting Standard Applicable in the UK and Republic of Ireland. This policy, which does not conflict with IFRS, reflects the economic substance of the transaction.

The comparatives presented in these financial statements are the consolidated results of Wings Lux 2 S.à r.l. The prior year balance sheet reflects the share capital structure of Wings Lux 2 S.à r.l. The current year balance sheet presents the legal change in ownership of the Group, including the share capital of Hostelworld Group plc and the merger reserve arising as a result of the transaction. The consolidated statement of changes in equity and the additional disclosures in Note 13 explain the impact of the reorganisation in more detail.

The consolidated financial statements have been prepared on the historical cost basis. The principal accounting policies adopted are set out below.

These consolidated financial statements are presented in euro (EUR) because that is the currency of the primary economic environment in which the Group operates. Foreign operations are included in accordance with the Group's accounting policies. All amounts in the notes are shown in euro unless otherwise stated.

The directors have assessed the ability of the Company and Group to continue as a going concern and are satisfied that it is appropriate to prepare the financial statements on a going concern basis of accounting. In doing so, the directors have assessed that there are no material uncertainties to the Group's and Company's ability to continue as a going concern for the foreseeable future, being a period of at least 12 months from the date of approval of the financial statements.

   2.         CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY 

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors considered relevant. Actual results may differ from these estimates.

(a) The critical judgements that have been made that have the most significant effect on the amounts recognised in the consolidated financial statements are set out below:

Useful lives for amortisation of intangible assets

Intangible assets are disclosed in Note 10. The amortisation charge is dependent on the estimated useful lives of the assets. The directors regularly review estimated useful lives of each type of intangible asset and change them as necessary to reflect its current assessment of remaining lives and the expected pattern of future economic benefit embodied in the asset. Changes in asset lives can have a significant impact on the amortisation charges for that year.

Capitalisation of Development Costs

Development costs are capitalised in accordance with the Group's accounting policies. Determining the amount to be capitalised requires the directors to make assumptions regarding expected future cash generation of the asset and expected period of benefit.

(b) Key sources of estimation that have been made that have the most significant effect on the amounts recognised in the consolidated financial statements are set out below:

Impairment of goodwill and intangible assets

The directors assess annually whether goodwill has suffered any impairment, in accordance with the relevant accounting policy, and the recoverable amounts of cash-generating units are determined based on value-in-use calculations that require the use of estimates. Intangible assets are assessed for possible impairment where indicators of impairment exist.

Further details on the assumptions used are set out in Note 10.

Deferred Tax

Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profits will be available in future periods which the losses can be utilised. Judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits.

Accounting for Reorganisation and IPO Costs

The Company incurred significant costs in relation to the Group reorganisation and subsequent initial public offering (IPO) of its shares. As part of these processes, the Group engaged appropriate legal, accounting and tax advisors. The key area of technical consideration was the application of the principles of International Accounting Standard 32: Financial Instruments: Presentation (IAS 32) as to whether the costs incurred in respect of the IPO are directly attributable to the issuing of new shares, in which case it is permissible for them to be deducted from share premium. Non-directly attributable costs are required to be expensed directly to the income statement. Given the related costs arose largely concurrently, judgement was required in assessing the apportionment of costs.

   3.         REVENUE & SEGMENTAL ANALYSIS 

The Group is managed as a single business unit which provides software and data processing services that facilitate hostel, hotel and other accommodation worldwide, including ancillary on-line advertising revenue.

The directors determine and present operating segments based on the information that is provided internally to the CEO, who is the Company's Chief Operating Decision Maker (CODM). When making resource allocation decisions, the CODM evaluates booking numbers and average booking value. The objective in making resource allocation decisions is to maximise consolidated financial results.

The CODM assesses the performance of the business based on the consolidated adjusted profit/(loss) after tax of the Group for the year. This measure excludes the effects of certain income and expense items, which are unusual by virtue of their size and incidence, in the context of the Group's ongoing core operations, such as the impairment of intangible assets and one-off items of expenditure.

All segmental revenue is derived wholly from external customers and, as the Group has a single reportable segment, inter-segment revenue is zero.

The Group's major revenue-generating asset class comprises its software and data processing services and is directly attributable to its reportable segment operations. In addition, as the Group is managed as a single business unit, all other assets and liabilities have been allocated to the Group's single reportable segment.

There have been no changes to the basis of segmentation or the measurement basis for the segment profit or loss.

Reportable segment information is presented as follows:

 
                                   2015        2014 
                                EUR'000     EUR'000 
 
 Europe                          53,812      52,128 
 Americas                        14,951      13,969 
 Asia, Africa and Oceania        14,688      13,168 
                             ----------  ---------- 
 Total revenue                   83,451      79,265 
                             ----------  ---------- 
 

The Group's non-current assets are located in Ireland, Luxembourg and the UK.

   4.         OPERATING EXPENSES 

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Profit/(loss) for the year has been arrived at after charging the following operating costs:

 
                                                      2015      2014 
                                          Note     EUR'000   EUR'000 
 
 Marketing expenses                                 37,410    28,856 
 Credit card processing fees                         1,958     1,844 
 Staff costs                               6        12,721    14,146 
 Loss on disposal of property, plant                   251 
  and equipment                                                    - 
 Exceptional Items                         5         4,267     5,407 
 Other administrative costs                          7,480     7,424 
                                                ----------  -------- 
 Total administrative expenses                      64,087    57,677 
 
 Depreciation of tangible fixed assets                 813       659 
 Amortisation of intangible fixed 
  assets                                   10       11,357    12,784 
 Impairment of intangible assets           10            -    50,692 
                                                ----------  -------- 
 Total operating expenses                           76,257   121,812 
                                                ----------  -------- 
 

Auditors' remuneration

During the year, the Group obtained the following services from its Auditors:

 
                                                        2015      2014 
                                                     EUR'000   EUR'000 
 
 Fees payable for the statutory audit                     35 
  of the Company                                                     - 
 Fees payable for other services: 
 - statutory audit of subsidiary undertakings            115       163 
 - tax advisory services                                   4         4 
 - other assurance services                              191         5 
 - corporate finance services                            854         - 
 - other services                                         91         - 
                                                  ----------  -------- 
 Total                                                 1,290       172 
                                                  ----------  -------- 
 

The figures in 2015 relating to other assurance services, corporate finance services and other services all relate to the IPO and Group reorganisation which occurred in November 2015.

   5.         EXCEPTIONAL ITEMS 
 
                                            2015      2014 
                                         EUR'000   EUR'000 
 
 Merger and acquisition costs              3,994     3,879 
 Redundancy costs                            211     1,263 
 Integration and relocation costs            573       265 
 Non-recurring gain                        (511)         - 
 Total exceptional items                   4,267     5,407 
                                      ----------  -------- 
 

Merger and acquisition costs were incurred in relation to the listing of the Company on the main market of the London Stock Exchange and the main securities market of the Irish Stock Exchange plc (the "IPO"), and the related reorganisation of the Group and prior year corporate finance activities. Redundancy costs relate to the restructuring of the Group following the acquisition of Hostelworld Services Limited (formerly Hostelbookers.com Limited) in 2013. The integration and relocation costs primarily relate to the costs incurred for office moves in both Dublin and London. The non-recurring gain of EUR511k relates to the release of an accrual related to the potential indirect taxes of the Hostelbookers business where the liability was settled in 2015 and is recorded as exceptional due to its one-off nature.

   6.         STAFF COSTS 

The average number of people employed (including executive directors) during the year was as follows:

 
                                            2015   2014 
 
 Average number of persons employed 
 Administration and sales                    155    169 
 Development and information technology      101     92 
                                           -----  ----- 
 Total number                                256    261 
                                           -----  ----- 
 

The aggregate remuneration costs of these employees is analysed as follows:

 
                                         2015      2014 
                                      EUR'000   EUR'000 
 Staff costs comprise: 
 Wages and salaries                    14,756    13,501 
 Social security costs                  1,669     1,559 
 Pensions costs                           240       195 
 Other benefits                           233       186 
 Capitalised development labour       (4,177)   (1,295) 
                                   ----------  -------- 
 Total                                 12,721    14,146 
                                   ----------  -------- 
 
   7.         FINANCIAL COSTS AND OTHER GAINS 
 
                                           2015      2014 
                                        EUR'000   EUR'000 
 Finance costs: 
 Interest payable on shareholders' 
  loans                                  30,786    34,285 
 Bank borrowing costs                         -       110 
 Bank charges                                80        84 
                                       --------  -------- 
 Total finance costs                     30,866    34,479 
                                       --------  -------- 
 

Other gains

Other gains in the current year relate solely to the write off of shareholder loans of EUR104,158k as part of the Group reorganisation in November 2015. Given that the Group has tax losses brought forward, the write off of the shareholders' loans did not have any tax impact on the income statement apart from the reduction in unrecognised deferred tax losses carried forward (Note 8).

   8.         TAXATION 
 
                                                 2015        2014 
                                              EUR'000     EUR'000 
 Corporation tax: 
 Current year                                     297         269 
 Adjustments in respect of prior years             58          32 
                                           ----------  ---------- 
 Total                                            355         301 
 Deferred tax                                 (1,035)     (5,127) 
                                           ----------  ---------- 
 Total                                          (680)     (4,826) 
                                           ----------  ---------- 
 

Corporation tax is calculated at 12.5% (2014: 29.22%) of the estimated taxable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. The charge for the year can be reconciled to the consolidated income statement as follows:

 
                                                                2015       2014 
                                                             EUR'000    EUR'000 
 
 Profit/(loss) before tax on continuing operations            80,494   (77,009) 
                                                          ----------  --------- 
 Tax at the Irish corporation tax rate of 12.5% 
  (2014: 29.22% (Luxembourg))                                 10,062   (22,502) 
 Effects of : 
 Tax effect of (income)/ expenses that are not 
  taxable/deductible in determining taxable profit           (8,644)     11,801 
 Tax effect of utilisation of tax losses not previously 
  recognised                                                 (1,767)      3,792 
 Effect of different tax rates of subsidiaries 
  operating in other jurisdictions                               280      2,397 
 Recognition of deferred tax asset on tax losses               (669)      (346) 
 Adjustments in respect of prior years                            58         32 
                                                          ----------  --------- 
 Total for the year                                            (680)    (4,826) 
                                                          ----------  --------- 
 
   9.         EARNINGS PER SHARE 

Basic earnings per share are calculated by dividing the net profit/(loss) attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the year.

 
                                                  2015       2014 
 
 Weighted average number of shares in issue 
  ('000s)                                       18,217      3,003 
 Profit/(loss) for the year (EUR'000s)          81,174   (72,183) 
                                               -------  --------- 
 Basic earnings/(loss) cents per share            4.46    (24.04) 
                                               -------  --------- 
 

Actual earnings per share, calculated by dividing the net profit/(loss) attributable to ordinary shareholders by the actual number of ordinary shares in issue at 31 December 2015, is EUR0.85 (2014: loss per share of EUR0.76).

   10.       INTANGIBLE ASSETS 

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The table below shows the movements in intangible assets for the year:

 
                                                                                Capitalised 
                                            Domain                Affiliates    Development 
                               Goodwill      Names   Technology    Contracts          Costs       Total 
                                EUR'000    EUR'000      EUR'000      EUR'000        EUR'000     EUR'000 
 Cost 
 
 Balance at 1 January 
  2014                           47,274    214,640       13,325        5,500              -     280,739 
 Additions                            -          -            -            -          1,414       1,414 
                            -----------  ---------  -----------  -----------  -------------  ---------- 
 Balance at 31 December 
  2014                           47,274    214,640       13,325        5,500          1,414     282,153 
                            -----------  ---------  -----------  -----------  -------------  ---------- 
 
 Balance at 1 January 
  2015                           47,274    214,640       13,325        5,500          1,414     282,153 
 Additions                            -          -            -            -          4,333       4,333 
 Effect of foreign 
  currency exchange 
  difference                                                                           (12)        (12) 
                            -----------  ---------  -----------  -----------  -------------  ---------- 
 Balance at 31 December 
  2015                           47,274    214,640       13,325        5,500          5,735     286,474 
                            -----------  ---------  -----------  -----------  -------------  ---------- 
 
 Accumulated amortisation 
  and impairment 
 
 Balance at 1 January 
  2014                                -   (36,985)     (11,192)      (4,492)              -    (52,669) 
 Charge for year                      -   (10,777)        (583)      (1,008)          (416)    (12,784) 
 Impairment                    (29,426)   (20,340)        (926)            -              -    (50,692) 
                            -----------  ---------  -----------  -----------  -------------  ---------- 
 Balance at 31 December 
  2014                         (29,426)   (68,102)     (12,701)      (5,500)          (416)   (116,145) 
                            -----------  ---------  -----------  -----------  -------------  ---------- 
 
 Balance at 1 January 
  2015                         (29,426)   (68,102)     (12,701)      (5,500)          (416)   (116,145) 
 Charge for year                      -    (9,687)        (235)            -        (1,435)    (11,357) 
                            -----------  ---------  -----------  -----------  -------------  ---------- 
 Balance at 31 December 
  2015                         (29,426)   (77,789)     (12,936)      (5,500)        (1,851)   (127,502) 
                            -----------  ---------  -----------  -----------  -------------  ---------- 
 
 Net book value 
 
 At 31 December 2014             17,848    146,538          624            -            998     166,008 
                            -----------  ---------  -----------  -----------  -------------  ---------- 
 At 31 December 2015             17,848    136,851          389            -          3,884     158,972 
                            -----------  ---------  -----------  -----------  -------------  ---------- 
 
   10.       INTANGIBLE ASSETS (CONTINUED) 

The goodwill balance at 31 December 2015 relates to the following investments:

a) An investment in Hostelworld.com Limited in 2009 which resulted in a goodwill amount of EUR17,848k. The carrying value of this balance as at 31 December 2015 is EUR17,848k (2014: EUR17,848k);

b) An investment in Hostelworld Services Limited (formerly Hostelbookers.com Limited), which resulted in a goodwill amount of EUR29,426k in 2013. The carrying value of this balance at 31 December 2015 is EURNIL (2014: EURNIL).

Goodwill, which has an indefinite useful life, is subject to annual impairment testing, or more frequent testing if there are indicators of impairment. The cash flow projections are initially based on the three year budgets approved by the directors and extended out for a further 12 years. The cash-flow projections take into account key assumptions including historical trading performance, anticipated changes in future market conditions, industry and economic factors and business strategies.

The pre-tax discount rate which has been applied in determining value in use is 11.4% (2014: 11.0%). The discount rate is based on the Group estimated weighted average cost of capital adjusted for business specific risk of the CGU. Based on the 2016 budget, growth rates are assessed based on approved budgets and forecast and range from 5% to 10% over the forecast period after 2016. Cash flows beyond the 15 year period are extrapolated using the estimated long- term growth rate of 2% (2014: 2%).

There are no reasonable possible changes to the assumptions presented above that would result in any further impairment recorded in each of the years presented in these financial statements.

Following impairment testing, no impairment was recognised for goodwill in 2015. There were no indicators to require an impairment test of intangible assets in the current year. In 2014, following a review of trading performance and revenue being less than originally projected, the directors reassessed estimated future cashflows for the Hostelbookers trade, which led to the full impairment of the goodwill recognised in relation to the acquisition of the Hostelbookers trade of EUR29,426k and the recognition of an impairment charge of EUR21,266k in relation to the value of other intangible assets relating to Hostelbookers.

   11.       TRADE AND OTHER RECEIVABLES 
 
                                              2015      2014 
                                           EUR'000   EUR'000 
 Amounts falling due within one year 
 Trade receivables                             621       880 
 Prepayments and accrued income                822       560 
 Value Added Tax                             1,806       283 
 Amount due from related parties                 -       603 
                                        ----------  -------- 
                                             3,249     2,326 
                                        ----------  -------- 
 

The carrying value of trade and other receivables also represents their fair value. Trade receivables are non-interest bearing and trade receivable days are 3 days (2014: 4 days). Given the nature of the business, allowance for impairment of receivables is not material.

   12.       CASH AND CASH EQUIVALENTS 
 
                                   2015      2014 
                                EUR'000   EUR'000 
 
 Cash and cash equivalents       13,620    19,942 
 Restricted cash balances       (2,225)         - 
                               --------  -------- 
 Unrestricted cash balances      11,395    19,942 
                               --------  -------- 
 

The Group entered into a guarantee with AIB Bank plc related to the lease of office space in Dublin. The guarantee requires that EUR2,225k remains on deposit with the bank, reducing over the duration of the lease up to its first break period in April 2025.

   13.       GROUP REORGANISATION AND IMPACT ON RESERVES 

As part of the Group reorganisation as described in the basis of preparation in Note 1, the Company became the ultimate parent entity of the Group. By doing so, it also indirectly acquired all of the shareholdings previously held by Wings Lux 2 S.à r.l in each of its 100% owned subsidiaries.

Subsequent to the acquisition of Wings Lux 2 S.à r.l, share capital and share premium to the value of EUR61,147k was issued in part consideration for shareholders' loans (including accrued interest) held in Wings Lux 2 S.à r.l. Shareholder loans and accrued interest amounting to EUR181,359k was paid out of the proceeds of the issue of new shares in the Company with a further amount of EUR13,766k repaid by the Group prior to the reorganisation. The remaining shareholder loans and accrued interest of EUR104,158k was forgiven (Note 7).

The imposition of Hostelworld Group plc as a new holding company of Wings Lux 2 S.à r.l does not meet the definition of a business combination under IFRS 3 "Business Combinations", and, as a consequence, the acquired assets and liabilities of Wings Lux 2 S.à r.l and its subsidiaries continue to be carried in the consolidated financial statements at their respective carrying values as at the date of the reorganisation. The consolidated financial statements of Hostelworld Group plc are prepared on the basis that the Hostelworld Group is a continuation of the previous group, reflecting the substance of the arrangement. As a result, the difference in fair value between shares issued in acquiring Wings Lux 2 S.à r.l and the carrying value of its assets have been accounted for as a merger reserve of EUR3,628k.

   14.       TRADE AND OTHER PAYABLES 
 
                                                     2015        2014 
                                        Notes     EUR'000     EUR'000 
 Amounts falling due within one year 
 Trade payables                                     5,439       4,650 
 Accruals and other payables                        5,168       6,422 
 Payroll taxes                                        694         582 
 Value Added Tax                                      104         406 
 Amount due to related parties           16             -         285 
                                               ----------  ---------- 
                                                   11,405      12,345 
                                               ----------  ---------- 
 

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The average credit period for the Group in respect of trade payables is 26 days (2014: 31 days).

   15.       COMMITMENTS AND CONTINGENCIES 
   (i)   OPERATING LEASES 

At the reporting date, the Group had commitments under non-cancellable operating leases which fall due as follows:

 
                                      2015      2014 
                                   EUR'000   EUR'000 
       Operating leases 
       Within one year                 994       964 
       Within two to five years      3,682     2,232 
       More than five years          2,433         - 
                                  --------  -------- 
                                     7,109     3,196 
                                  --------  -------- 
 

All operating lease commitments relate to buildings. These relate to two leases of office space in Ireland and the UK. These leases are due to expire in 2035 and 2025 respectively.

The operating lease charge included in the consolidated income statement was EUR928k in 2015 (2014: EUR793k).

(ii) CONTINGENCIES

In the normal course of business the Group may be subject to indirect taxes on its services in certain foreign jurisdictions. The directors perform ongoing reviews of potential indirect taxes in these jurisdictions. Although the outcome of these reviews and any potential liability is uncertain, no provision has been made in relation to these taxes as the directors believe that it is not probable that a material liability will arise.

   16.       RELATED PARTY TRANSACTIONS 

Prior to the reorganisation of the Group on 2 November 2015, Wings Lux 2 S.à r.l was a subsidiary of H&F Wings Lux 1 S.à r.l., a company incorporated in Luxembourg. The prior ultimate parent was Hellman & Friedman Capital Partners VI (Cayman) L.P., an exempt limited partnership incorporated under the laws of Cayman Islands with registered office at Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9002, Cayman Islands.

Subsidiaries

The following is a list of the Company's current investments in subsidiaries, including the name, country of incorporation, and proportion of ownership interest:

 
                                Country of 
Company                          incorporation  Holding  Nature of Business 
Wings Lux 2 S.à            Luxembourg      100%     Intermediate holding 
 r.l                                                      company 
Wings Lux 3 S.à            Luxembourg      100%     Intermediate holding 
 r.l                                                      company 
Wings Holdco Ltd                Ireland         100%     Intermediate holding 
                                                          company 
Wings Bidco Ltd                 Ireland         100%     Intermediate holding 
                                                          company 
WRI Nominees Ltd                Ireland         100%     Holding of IP 
WRI Holdings                    Ireland         100%     Intermediate holding 
                                                          company 
Web Reservations International  Ireland         100%     Intermediate holding 
                                                          company 
Hostelworld.com Ltd             Ireland         100%     Technology trading company 
Boo Travel Ltd                  Ireland         100%     Dormant company 
Wings Corporate Services        Ireland         100%     Management services company 
 Ltd 
Cornetto Bidco Ltd              Jersey          100%     Intermediate holding 
                                                          company 
Hostelworld Services            UK              100%     Technology trading company 
 Limited 
Anytrip.com Ltd                 UK              100%     Dormant company 
 

All subsidiaries have the same reporting date as the Company being 31 December.

On 22 February 2016, H&F Wings Bidco Ltd changed its name to Wings Bidco Ltd and H&F Wings Holdco Ltd changed its name to Wings Holdco Ltd.

On 26 February 2016, H&F Wings Lux 2 S.à r.l changed its name to Wings Lux 2 S.à r.l and H&F Wings Lux 3 S.à r.l changed its name to Wings Lux 3 S.à r.l.

   17.       RELATED PARTY TRANSACTIONS (CONTINUED) 

DIRECTORS' REMUNERATION

 
                                                    2015      2014 
                                                 EUR'000   EUR'000 
 
 Salaries, fees, bonuses and benefits in 
  kind                                               956       796 
 Gains on exercise of share options                    -         - 
 Amount receivable under long term incentive 
  schemes                                              -         - 
 Pension contributions                                23        19 
                                                --------  -------- 
 Total                                               979       815 
                                                --------  -------- 
 

The comparative figures included in this note relate to Mari Hurley, Feargal Mooney and Richard Segal, who were remunerated by a subsidiary undertaking in the period prior to the incorporation of the Company on 9 October 2015.

KEY MANAGEMENT PERSONNEL

The Group's key management comprise the Board of Directors and senior management having authority and responsibility for planning, directing and controlling the activities of the Group.

 
                                  2015        2014 
                               EUR'000     EUR'000 
 
 Short term benefits             2,342       1,648 
 Post employment benefits           52          25 
 Other long term benefits            -           - 
 Share based payments                -           - 
 Termination benefits                -           - 
                            ----------  ---------- 
 Total                           2,394       1,673 
                            ----------  ---------- 
 

Transactions between the Group and the Related Parties and the balances outstanding are disclosed below:

The Group has no borrowings from its previous immediate parent undertaking, H&F Wings Lux 1 S.à r.l. as at 31 December 2015 (2014: EUR254,019k). In 2015, H&F Wings Lux 1 S.à r.l., the selling shareholders agreed to pay Richard Segal a sum of EUR5,000k (net sum of EUR2,500k) and any employer tax liability that accrued to the company in full satisfaction of an agreement with him dated 28 September 2011. For administration purposes the sum was paid by the Group and reimbursed by the shareholders.

Prior to the reorganisation, the Group had borrowings from a shareholder, Wings Mgt Equity Co Limited, comprising A & B PECs and accrued interest thereon. As at 31 December 2015, there was no balance due on these borrowings (2014: EUR65,897k).

   18.       DIVIDENDS 

In accordance with the Group's dividend policy, the directors recommend the payment of a dividend for 2015 of EUR0.0275 per share amounting to EUR2.6m. This is to be approved by the shareholders at the 2016 AGM on 26 May 2016.

   19.       EVENTS AFTER THE BALANCE SHEET DATE 

There were no significant events after the balance sheet date.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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