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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 20-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
or
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: September 30, 2001
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-30604
LASTMINUTE.COM PLC
(Exact name of Registrant as specified in its charter)
ENGLAND AND WALES
(Jurisdiction of incorporation or organisation)
4 BUCKINGHAM GATE
LONDON SW1E 6JP
(Address of principal executive offices)
Securities registered or to be registered
pursuant to Section 12(b) of the Act:
None
(Title of Class)
Securities registered or to be registered
pursuant to Section 12(g) of the Act:
Ordinary Shares of 1p each
(Title of Class)
Securities for which there is a reporting
obligation pursuant to Section 15(d) of
the Act:
None
(Title of Class)
INDICATE THE NUMBER OF OUTSTANDING SHARES OF EACH OF THE ISSUER'S CLASSES
OF CAPITAL OR COMMON STOCK AS OF THE CLOSE OF PERIOD COVERED BY THE ANNUAL
REPORT:
Ordinary Shares.......173,378,181
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark which financial statement item the registrant has
elected to follow.
Item 17 [ ] Item 18 [X]
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TABLE OF CONTENTS
INTRODUCTION
Presentation of Financial and Other Information.........................
Forward-Looking Statements..............................................
PART I
Item 1: IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS.......
Item 2: OFFER STATISTICS AND EXPECTED TIMETABLE.....................
Item 3: KEY INFORMATION.............................................
Item 4: INFORMATION ON THE COMPANY..................................
Item 5: OPERATING AND FINANCIAL REVIEW AND PROSPECTS................
Item 6: DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES..................
Item 7: MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS...........
Item 8: FINANCIAL INFORMATION.......................................
Item 9: THE OFFER AND LISTING.......................................
Item 10: ADDITIONAL INFORMATION......................................
Item 11: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..
Item 12: DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES......
PART II
Item 13: DEFAULTS, DIVIDENDS, ARREARAGES AND DELINQUENCIES...........
Item 14: MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
AND USE OF PROCEEDS.......................................
Item 15: RESERVED....................................................
Item 16: RESERVED....................................................
PART III
Item 17: FINANCIAL STATEMENTS........................................
Item 18: FINANCIAL STATEMENTS........................................
Item 19: EXHIBITS....................................................
INTRODUCTION
As used herein, except as the context otherwise requires, the terms
"Company" and "lastminute.com plc" refer to lastminute.com plc or, where
appropriate, the Company's Board of Directors. Except as the context otherwise
requires, the terms "lastminute.com", "the lastminute.com Group" or "the Group"
are used for convenience to refer to the Company and its subsidiaries.
PRESENTATION OF FINANCIAL AND OTHER INFORMATION
In this Annual Report, references to "$", "U.S.$", "U.S. dollars", and
"dollars" are to the currency of the United States, and reference to "pounds
sterling", "pounds", "pound sterling", "pence", and "p" are to the currency of
the United Kingdom. This report contains translations of pounds sterling amounts
into U.S. dollars at specified rates solely for the convenience of the reader.
No representation is made that the amounts referred to in this report as
convenience translations could have been or could be converted from pounds
sterling into U.S. dollars at these rates, or at any particular rate or at all.
Unless otherwise indicated, all translations in this report of pounds sterling
amounts into U.S. dollars are at the rate of pound sterling 1.00 : $1.4691, the
Noon Buying Rate in New York City for cable transfers in pounds sterling as
certified for customs purposes by the Federal Reserve Bank of New York on
September 28, 2001. See "Item 3 -- Exchange Rate Information" for historical
information regarding the Noon Buying Rate for pounds sterling.
We maintain our financial books and records in pounds sterling and present
our financial statements in conformity with accounting principles generally
accepted in the United Kingdom, or UK GAAP. As applicable to our financial
statements, UK GAAP and US GAAP differ as described in note 29 of notes to the
financial statements.
The Noon Buying Rate on March 6, 2002 was $1.4238 = pound sterling 1.00.
FORWARD-LOOKING STATEMENTS
This document includes statements that we believe constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995, including, without limitation, statements regarding expectations of future
profitability and turnover growth, market growth and developments. We have based
these forward-looking statements on our current expectations and projections
about future events. These forward-looking statements appear throughout this
document and are subject to risks, uncertainties and assumptions about us, which
are difficult to predict.
Words like "believe", "anticipate", "expect", "intend", "seek", "will",
"plan", "could", "may", "might", "project", "goal", "target" and similar
expressions often identify forward-looking statements but are not the only way
we identify these statements.
These statements may be found in the sections of this Annual Report entitled
"Information on the Company," "Risk Factors," "Operating and Financial Review
and Prospects," "Regulation" and in this Annual Report generally. Our actual
results could differ materially from those anticipated in these forward-looking
statements as a result of various factors, including industry conditions, such
as the strength of product demand, the intensity of competition, pricing
pressures, and the acceptability of new product or service introductions; slower
than anticipated growth of the Internet and on-line commerce; technological
innovations with respect to the Internet; the anticipated benefits and
advantages of new technologies not being realised; the commencement of
litigation against us; changes in the regulatory environment concerning services
provided over the Internet; general economic conditions, such as the rate of
economic growth in our principal geographic markets or fluctuation in exchange
rates; as well as all the risks discussed in "Risk Factors," "Operating and
Financial Review and Prospects" and "Regulation." You should understand that a
number of important factors could cause our actual results to differ materially
from the plans, objectives, expectations, estimates and intentions expressed in
such forward-looking statements.
Except as otherwise indicated, all information in this Annual Report does
not include shares issuable upon exercise of options granted as of the date of
this Annual Report pursuant to our employee share option plans.
PART I
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
Not applicable to Annual Reports.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable to Annual Reports.
ITEM 3. KEY INFORMATION
SELECTED FINANCIAL DATA
The selected consolidated financial data set forth below should be read in
conjunction with, and are qualified in their entirety by, reference to the
consolidated financial statements and notes thereto included elsewhere in this
Annual Report.
The selected consolidated financial data are derived from the consolidated
financial statements of the Group, which have been prepared in accordance with
UK GAAP and audited by Ernst & Young LLP, our independent auditors. As applied
to our financial statements, UK GAAP and US GAAP differ as described in note 29
of notes to the financial statements.
U.S. dollar amounts have been translated at the Noon Buying Rate on
September 28, 2001 of pound sterling 1.00 : $1.4691 solely for convenience.
PROFIT AND LOSS ACCOUNT DATA:
APRIL 1, 1998
(INCEPTION) TO YEAR ENDED SEPTEMBER 30,
SEPTEMBER 30, ------------------------------------------------------------
1998 1999 2000 2001 2001
------------ ------------ ------------ ------------ ------------
RESTATED (1)
(L) (L) (L) (L) ($)
(IN THOUSANDS, EXCEPT SHARES AND PER SHARE AND
PER ADS AMOUNTS)
TOTAL TRANSACTION VALUE (2) ........................ -- 2,647 34,189 124,210 182,477
============ ============ ============ ============ ============
TURNOVER
Group and share of joint ventures .................. -- 195 3,740 18,416 27,055
Less share of joint ventures ....................... -- -- -- (47) (69)
------------ ------------ ------------ ------------ ------------
GROUP TURNOVER (3) ................................. -- 195 3,740 18,369 26,986
Cost of sales ...................................... -- 18 401 1,165 1,711
------------ ------------ ------------ ------------ ------------
Gross profit ....................................... -- 177 3,339 17,204 25,275
------------ ------------ ------------ ------------ ------------
OPERATING COSTS:
Product development ................................ 179 1,398 9,951 7,800 11,459
Sales and marketing ................................ 27 1,597 20,711 27,207 39,970
General and administration ......................... 86 1,716 10,811 15,787 23,192
------------ ------------ ------------ ------------ ------------
OPERATING COSTS BEFORE DEPRECIATION AND AMORTISATION 292 4,711 41,473 50,794 74,621
------------ ------------ ------------ ------------ ------------
EBITDA (4) ......................................... (292) (4,534) (38,134) (33,590) (49,346)
------------ ------------ ------------ ------------ ------------
Depreciation ....................................... -- 33 1,317 8,744 12,846
Goodwill amortisation .............................. -- -- -- 14,660 21,537
------------ ------------ ------------ ------------ ------------
TOTAL OPERATING COSTS .............................. 292 4,744 42,790 74,198 109,004
------------ ------------ ------------ ------------ ------------
GROUP OPERATING LOSS ............................... (292) (4,567) (39,451) (56,994) (83,729)
Share of operating loss in joint ventures .......... -- -- (75) (196) (288)
------------ ------------ ------------ ------------ ------------
TOTAL OPERATING LOSS: GROUP AND SHARE OF JOINT
VENTURES ......................................... (292) (4,567) (39,526) (57,190) (84,017)
Interest receivable ................................ 7 68 3,777 3,480 5,112
Interest payable and similar charges ............... -- (1) (41) (36) (53)
------------ ------------ ------------ ------------ ------------
LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION ........ (285) (4,500) (35,790) (53,746) (78,958)
Tax on loss on ordinary activities ................. 1 -- -- 158 232
------------ ------------ ------------ ------------ ------------
LOSS FOR THE FINANCIAL PERIOD ...................... (286) (4,500) (35,790) (53,588) (78,726)
============ ============ ============ ============ ============
Loss per share -- basic and diluted ................ (0.94)p (13.51)p (36.39)p (31.50)p $ (0.46)
Loss per ADS -- basic and diluted (5) .............. (4.70)p (67.55)p (181.95)p (157.50)p $ (2.30)
Weighted average number of Ordinary Shares
outstanding (6) .................................. 31,488,429 33,595,515 98,347,405 170,137,039 170,137,039
AMOUNTS UNDER US GAAP
Total operating loss: group and share of joint
ventures ......................................... (292) (4,404) (38,968) (58,853) (86,461)
Loss for the financial period ...................... (286) (4,504) (35,232) (55,251) (81,169)
Loss per share -- basic and diluted ................ (0.94)p (13.53)p (35.82)p (32.47)p $ (0.48)
Loss per ADS -- basic and diluted (5) .............. (4.70)p (67.65)p (179.10)p (162.35)p $ (2.39)
- ----------
(1) Following the issue of UITF Abstract 31, "Exchanges of businesses or other
non-monetary assets for an interest in a subsidiary, joint venture or
associate" on October 18, 2001, the Company has restated the basis of
accounting for its Australian joint venture. The effect of the restatement
has been to increase the loss for the year ended September 30, 2000 by
pound sterling 42,000. Refer to note 15 of notes to the financial
statements.
(2) Total transaction value does not represent our turnover. In the majority of
transactions, where we act as agent or cash collector, total transaction
value represents the price at which goods have been sold across our web
site, net of value added tax. In other cases, for example the reservation
of restaurant tables, a flat fee is earned, irrespective of the value of
goods provided. In such cases total transaction value represents the flat
fee commission earned. In the small number of cases
where we act as principal, total transaction value represents the price at
which products or services are sold across the web site, net of value added
tax.
(3) In the majority of cases we do not take ownership of the products or
services being sold and act as agent, receiving a commission from the
supplier of products or services being sold. In these cases, turnover
represents commission earned, less amounts due or paid on any commission
shared. In a limited number of cases, we act as principal and purchase
products or services for resale. Where we act as principal, turnover
represents the price at which products or services are sold across our web
site. Turnover is recognised once charges to the customer's credit card
have been made, except for travel, which is recognised on the date of
departure, and is stated exclusive of value added tax. Additional revenue
streams, including advertising, sponsorship and Minitel also contribute to
turnover.
(4) EBITDA consists of Group operating loss before interest, taxes,
depreciation and amortisation. EBITDA is included because management
believes it is a useful additional measure of performance. EBITDA should
not be considered as a substitute for operating loss, net income, cash flow
or other statements of operations or cash flow data computed in accordance
with UK GAAP or US GAAP or as a measure of our results of operations or
liquidity. The EBITDA measures presented may not be comparable to similarly
titled measures used by other companies.
(5) Each ADS represents five shares.
(6) Shares and per share amounts have been retroactively adjusted for the 284
for 1 bonus issue of ordinary shares which occurred on February 15, 2000.
BALANCE SHEET DATA:
AT SEPTEMBER 30,
------------------------------------------------------
1998 1999 2000 2001 2001
------- ------- ---------- -------- --------
RESTATED(1)
(L) (L) (L) (L) ($)
(IN THOUSANDS)
AMOUNTS UNDER UK GAAP
Fixed assets.................................... 28 403 72,815 58,025 85,245
Current assets.................................. 417 5,063 114,283 57,830 84,958
------- ------- ---------- -------- --------
Total assets.................................... 445 5,466 187,098 115,855 170,203
Creditors: amounts falling due within one year.. 140 2,289 38,363 26,400 38,785
------- ------- ---------- -------- --------
Total assets less current liabilities........... 305 3,177 148,735 89,455 131,418
Creditors: amounts falling due after more than
one year...................................... -- -- 6,031 -- --
Provisions for liabilities and charges.......... -- 614 1,410 543 797
------- ------- ---------- -------- --------
Net assets...................................... 305 2,563 141,294 88,912 130,621
======= ======= ========== ======== ========
Share capital................................... 2 3 1,505 1,733 2,546
======= ======= ========== ======== ========
AMOUNTS UNDER US GAAP
Total assets.................................... 445 5,466 191,338 118,892 174,664
Redeemable preferred stock...................... 500 6,462 -- -- --
Net (liabilities)/assets........................ (195) (3,903) 146,222 91,975 135,120
Share capital................................... 1 1 1,505 1,733 2,546
======= ======= ========== ======== ========
- ----------
(1) Following the issue of UITF Abstract 31, "Exchanges of businesses or other
non-monetary assets for an interest in a subsidiary, joint venture or
associate" on October 18, 2001, the Company has restated the basis of
accounting for its Australian joint venture. The effect of the restatement
has been to increase the investment in joint ventures by pound sterling
246,000 and creditors falling due within one year by pound sterling 62,000
at September 30, 2000. Refer to note 15 of notes to the financial
statements.
NON-FINANCIAL OPERATING DATA:
Non-financial operating data is prepared to enable the Directors to monitor the
Company's performance and manage the business.
YEAR ENDED AND
AT SEPTEMBER 30,
-----------------------------------
1999 2000 2001
------- --------- ---------
Number of items sold in the period (1) ....... 23,866 312,912 806,155
Number of registered subscribers at the
period end (2).............................. 364,750 2,850,678 4,208,484
Number of customers at the period end (3) .... 10,189 156,196 536,446
Number of suppliers at the period end (4) .... 548 9,221 9,286
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(1) An item sold is an individually priced product or service purchased by a
customer within the period.
(2) Registered subscribers are users of our web site who have submitted their
e-mail addresses and other data and have elected to receive
lastminute.com's weekly e-mail. This does not include users who register
with the Company, but elect not to receive its weekly e-mails. Since
lastminute.com counts its registered subscribers based on their e-mail
addresses, users who registered multiple times using different e-mail
addresses will count as multiple registered subscribers. For example, if a
user has registered with lastminute.com using an e-mail address at work and
one at home, the user will be counted as two registered subscribers.
(3) The number of customers is the cumulative number of customers (excluding
repeat customers) since the inception of lastminute.com and the cumulative
number of Degriftour's customers (excluding repeat customers) since October
1, 2000. Customers are defined as individuals who have purchased goods and
services over lastminute.com's and Degriftour's platforms.
(4) The number of suppliers includes individual airlines, hotels, holiday
package suppliers, entertainment vendors, gift suppliers, restaurants and
specialty service suppliers.
DIVIDEND POLICY
We have never paid cash dividends to our shareholders, and we currently do
not expect to pay dividends for the foreseeable future. This is consistent with
the intentions of the Group set out in the Registration Statement filed in
connection with the Initial Public Offering ("IPO") in March 2000. We expect
that all available cash from operations will be used to finance the growth and
development of our business, to meet our projected capital and other expenditure
requirements and to fund our operating losses.
Under English law, any payment of dividends would be subject to the
Companies Act 1985 of Great Britain, which requires that all dividends be
approved by our Board of Directors and, in some cases, our shareholders.
Moreover, under English law, we may pay dividends on our shares only out of
profits available for distribution determined in accordance with the Companies
Act and UK GAAP. In the event that dividends are paid in the future, holders of
the ADSs will be entitled to receive payments in U.S. dollars in respect of
dividends on the underlying shares in accordance with the Deposit Agreement.
EXCHANGE RATE INFORMATION
A proportion of our assets, liabilities, revenues and expenses are
denominated in currencies other than pounds sterling. Accordingly, fluctuations
in the value of the pound sterling relative to other currencies can have a
significant effect on the translation into sterling of non-sterling assets,
liabilities, revenues and expenses.
The following table shows, for the periods and dates indicated, certain
information regarding the U.S. dollar/pound sterling exchange rate, based on the
Noon Buying Rate, expressed in U.S. dollars per pound sterling 1.00.
Fluctuations in the exchange rate between the pound sterling and the U.S.
dollar will affect, among other things, the U.S. dollar equivalent of the pound
sterling price of our shares on the London Stock Exchange, which is likely to
affect the market price of our ADSs on the Nasdaq National Market.
PERIOD END AVERAGE RATE HIGH LOW
YEAR-ENDED SEPTEMBER 30, U.S.$ U.S.$(1) U.S.$ U.S.$
------------------------ ---------- ------------ ------ -------
1997 ............................. 1.61 1.64 1.71 1.56
1998 ............................. 1.70 1.66 1.71 1.61
1999 ............................. 1.65 1.63 1.72 1.55
2000 ............................. 1.48 1.55 1.68 1.40
2001 ............................. 1.47 1.44 1.50 1.37
MONTH
October 2001 ..................... 1.45 1.45 1.48 1.42
November 2001 .................... 1.43 1.44 1.47 1.41
December 2001 .................... 1.45 1.44 1.46 1.42
January 2002 ..................... 1.41 1.43 1.45 1.41
February 2002 .................... 1.41 1.42 1.43 1.41
March 2002 (through March 6, 2002) 1.42 1.42 1.42 1.42
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(1) The average rate is the average of the Noon Buying Rates on the last day of
each month during an annual period and the average of the Noon Buying Rates
on each day during a month period.
CAPITALISATION AND INDEBTEDNESS
Not applicable to Annual Reports.
REASONS FOR THE OFFER AND USE OF PROCEEDS
Not applicable to Annual Reports.
RISK FACTORS
You should carefully consider the risks described below as our business,
financial condition or results of operations could be materially adversely
affected by such risks. Additional risks not presently known to us or that we
currently deem immaterial may also impair our business operations.
WE CONTINUE TO FACE COMPETITION, AND IF WE ARE UNABLE TO COMPETE EFFECTIVELY, WE
MAY BE UNABLE TO MAINTAIN OR EXPAND OUR REGISTERED SUBSCRIBER BASE AND WE MAY
LOSE CUSTOMERS
If we are unable to adequately respond to the competitive challenges we face
or establish a sustainable competitive advantage, we may be unable to maintain
or expand our registered subscriber base and we may lose market share. The
markets for the products and services offered on our web site are increasingly
competitive. As we compete with various companies across numerous product and
service categories, we may be unable to predict or adequately plan for the
strategies of our competitors. We may be unable to respond quickly or adequately
to the changes in the marketplace brought on by new product and service
offerings, the introduction of new web site features and functionality, and the
marketing and promotional efforts of our competitors or new competitors. We also
expect that we will be continually challenged by new and existing competitors
who may have significantly longer operating histories, larger customer bases and
greater brand recognition. In addition, our competitors may have significantly
greater financial, technical, marketing and other resources than we do.
Furthermore, our competitors may be established in a country or market prior to
our entry or may replicate and successfully execute a business plan similar to
ours. Any of those occurrences may increase our entry costs and decrease our
ability to compete effectively.
We compete with both traditional and web-based distribution channels. In the
travel industry, we face competition from airlines, traditional travel agents
and on-line travel agents. In the entertainment industry, we face competition
from traditional distribution channels, such as venue box offices and ticket
shops, and on-line distribution channels. In connection with our ability to
provide gifts and auctions, we face competition from popular stores, well-known
auction houses and well-established on-line vendors. Although we are not aware
of any airlines having decided to concentrate on offering last minute inventory
through an Internet-based platform, we are aware of a number of European
airlines that have commenced Internet-based travel services. These initiatives
could prove a threat to one of our core markets.
WE ARE CURRENTLY NOT PROFITABLE
We have experienced losses from operations in each period since our
inception. From April 1, 1998 to September 30, 2001, we incurred losses of pound
sterling 73.0 million, before pound sterling 6.6 million of non-cash charges
arising from share issuances to a number of our employees and amortisation of
goodwill arising on the acquisition of Degriftour of pound sterling 14.7
million, which resulted in total losses before taxation for that period of pound
sterling 94.3 million. In the three months ended December 31, 2001, under UK
GAAP, we incurred a loss of pound sterling 7.1 million, excluding the goodwill
amortisation charge of pound sterling 3.7 million. As at December 31, 2001, our
total losses since inception were pound sterling 105.1 million.
If our turnover does not continue to increase or if our expenses increase at
a faster rate, we will not be profitable.
IF WE DO NOT MAINTAIN OUR RELATIONSHIPS WITH SUPPLIERS, WE MAY BE UNABLE TO
INCREASE THE ATTRACTIVENESS OF OUR SERVICES OR PROVIDE SATISFACTORY SERVICES TO
OUR REGISTERED SUBSCRIBERS, WHICH WOULD LIMIT OUR POTENTIAL MARKET SHARE
Some of our suppliers, such as airlines, offer their products or services
directly to consumers through the Internet and may not use our web site.
Although we are not aware of any airlines having decided to concentrate on
offering last minute services through an Internet-based platform, we are aware
of a number of airlines that offer Internet-based travel services. These
initiatives could prove to be a serious threat to our supplier base and one of
our core markets.
Our business model relies on our relationships with suppliers to increase
the number and variety of products that we offer and provide additional services
and content to attract new users. In turn, we believe a large registered
subscriber base encourages our suppliers to accept our web site as an efficient
and profitable distribution channel for their products and services and to
expand their use of it. If we do not maintain the quality of our supplier
relationships, the number and breadth of products and services we offer could
significantly decrease. As a result, we may be prevented from increasing the
attractiveness of our services to our registered subscribers, which would limit
our potential market share.
Although we have either formal contracts or letter agreements with some of
our suppliers and have executed performance-based warrant instruments pursuant
to which we will grant warrants to Lufthansa and Virgin Atlantic Airways if
specified levels of ticket sales are achieved, not all of our suppliers are
under any obligation to offer their products and services through our web site.
It is possible that suppliers may choose not to distribute their products and
services through our web site, or through the Internet at all. Suppliers could
elect to terminate our contracts at any time or upon short notice, pursue
relationships with our competitors, develop or acquire services that compete
with our services or sell exclusively through other sales and distribution
channels.
In addition, we rely on our suppliers' computer and distribution systems.
Any interruption in the services of these computer and distribution systems or
deterioration in our suppliers' services will negatively affect our customers'
perception of our services. If the products and services that we are able to
offer are not well received by our customers, our reputation could be damaged
and our turnover could decrease.
IF OUR SYSTEMS ARE UNABLE TO PROVIDE ACCEPTABLE PERFORMANCE AS THE USE OF OUR
SERVICES INCREASES, WE MAY NOT BE ABLE TO ATTRACT NEW CUSTOMERS AND SUPPLIERS
AND MAY LOSE EXISTING CUSTOMERS AND SUPPLIERS TO OUR COMPETITORS
If we are unable to provide reliable, real-time access to our information
systems for our customers and suppliers, we may not be able to attract new
customers and suppliers and may lose our existing customers and suppliers to our
competitors. As our operations grow in both size and scope, we will need to
continuously improve and upgrade our systems and infrastructure to maintain and
improve the reliability, security and speed of, as well as access and
availability to, our web site.
Historically, we have at times experienced slow delivery times, unreliable
service levels or insufficient capacity. We have also experienced relatively
brief computer system interruptions, and these interruptions may recur. Our
servers are vulnerable to computer bugs, viruses, physical or electronic
break-ins and similar disruptions. Our systems and operations are also
vulnerable to damage or interruption from a number of sources, including fire,
flood, power loss, telecommunications failure, physical and electronic break-ins
and other similar events. Any substantial disruption of this sort could
significantly impair our ability to generate sales from our web site.
DECLINES OR DISRUPTIONS IN THE TRAVEL INDUSTRY GENERALLY COULD REDUCE OUR
TURNOVER
A large part of our business is currently driven by the trends, including
seasonal fluctuations, which occur in the travel industry, including the
airline, hotel and package holiday industries. As with the other products and
services we offer, the travel industry is highly sensitive to business and
personal discretionary spending levels and tends to decline during general
economic downturns. In addition, other adverse trends or events that tend to
reduce travel are likely to reduce our turnover including:
o increased prices in the airline, hotel or other travel-related
industries;
o shortages in the supply of tickets available to the Group due to
unusually high demand;
o increased occurrence of travel-related accidents;
o airline or other travel-related strikes;
o regional hostilities and terrorism;
o political instability; and
o poor weather conditions.
We could be severely affected by changes in the travel industry and, in many
cases, will have little or no control over those changes. In addition, given the
recent alliances forming in the travel industry among airlines and hotels, it is
possible that major airlines and hotels not participating in our service could
exert pressure on other alliance partners not to supply us with airline tickets
or hotel bookings. Alternatively, the alliance partners could establish their
own e-commerce web sites or other similar services to bundle their branded or
unbranded products. If any of these events were to occur, they could have a
negative effect on the breadth of products and services we offer and our
turnover.
The attacks in the United States on September 11, 2001 have not had a
significant impact on our overall business, as the United States is not
currently a key travel sector for us. However if any similar catastrophic
terrorist action or other event were to occur in the United Kingdom or other
core territories in which our travel business operates, our business could be
seriously affected.
WE WILL BE LESS COMPETITIVE IN OUR INDUSTRY IF WE ARE UNABLE TO ATTRACT, RETAIN
AND MOTIVATE KEY INDIVIDUALS AND HIGHLY SKILLED EMPLOYEES
We depend substantially on the continued services and performance of our
senior management, particularly our co-founders, Brent Hoberman and Martha Lane
Fox. While we have employment agreements with restrictive covenants with each of
our executive officers and other key employees, these agreements do not prevent
these executives from terminating their employment at any time. As a result,
these executives may elect to pursue other opportunities at any time. The loss
of the services of any executive officers or other key employees could adversely
affect our business.
In addition, as our business has expanded, we have needed to add new
information technology and engineering personnel to maintain and expand our web
site and systems and customer support personnel to serve our increased
registered subscriber base. If we become unable to hire and successfully train
sufficient employees or contractors in these areas, users of our web site may
have negative experiences and we may lose customers, which could decrease our
turnover and the value of our brand. The market for recruiting appropriately
qualified information technology and other personnel remains competitive and we
may experience difficulties in attracting and retaining employees. Should we
fail to retain or attract qualified personnel, we may not be able to compete
successfully in our industry.
WE RELY ON SERVICES FROM THIRD PARTIES TO CARRY OUT OUR BUSINESS AND TO DELIVER
OUR PRODUCTS TO CUSTOMERS, AND IF THERE IS ANY INTERRUPTION OR DETERIORATION IN
THE QUALITY OF THESE SERVICES, OUR CUSTOMERS MAY NOT CONTINUE USING OUR SERVICES
We rely on third-party computer systems and third-party service providers,
including the central reservation systems of airlines and hotels and our
marketing partners, to make airline ticket and hotel room reservations and
credit card verifications and confirmations, to host our web site and to
advertise and deliver the products sold on our web site to customers. We also
rely on third-party licenses for the software underlying our technology
platform. Any interruption in our ability to obtain the products or services of
these or other third parties or deterioration in their performance could impair
the timing and quality of our own service. If our service providers fail to
deliver high-quality products and services in a timely manner to our customers,
our services will not meet the expectations of our customers and our reputation
and brand will be damaged. Furthermore, if our arrangements with any of these
third parties are terminated, we may not find an alternate source of systems
support on a timely basis or on terms as advantageous to us.
OUR OPERATING RESULTS MAY FLUCTUATE AND BE DIFFICULT TO PREDICT, AND IF WE FAIL
TO MEET THE EXPECTATIONS OF SECURITIES ANALYSTS OR INVESTORS, THE MARKET PRICE
OF OUR SHARES AND ADSS MAY DECLINE SIGNIFICANTLY
If our operating results fall below the expectations of securities analysts
or investors, the trading price of our shares and ADSs may decline
significantly. Since our operating results may fluctuate and be difficult to
predict, we believe that quarter-to-quarter comparisons of our operating results
may not provide a good indication of our future performance.
Our quarterly operating results may fluctuate significantly in the future
due to a variety of factors, many of which are outside our control. These
factors include:
o any change in the mix of products since some of our offerings, such as
gifts, earn higher commission rates than others, such as airline
tickets; and
o seasonal and economic patterns and trends which affect the different
markets for the products we offer.
WE HAVE A RELATIVELY LIMITED OPERATING HISTORY AND OPERATE IN A RELATIVELY NEW
AND DYNAMIC MARKET
Last Minute Network Limited, our wholly owned and principal operating
subsidiary in the United Kingdom, was founded on April 1, 1998, and the
lastminute.com web site was launched in October 1998. As we have only a
relatively limited operating history, it may be difficult to evaluate our
business and our future prospects. For example, it may be difficult to predict
whether the market will continue to accept our services and the level of
turnover we can expect to derive from these services.
IN THE FUTURE WE MAY NEED TO RAISE ADDITIONAL CAPITAL IN ORDER TO CONTINUE TO
OPERATE OUR BUSINESS AND TO REMAIN COMPETITIVE IN OUR INDUSTRY, AND THIS CAPITAL
MAY NOT BE AVAILABLE ON ACCEPTABLE TERMS, IF AT ALL
If our capital resources are insufficient to meet future capital
requirements, we will have to raise additional funds to fund our growth, develop
or obtain new or enhanced technology or competitive pressures. Until and unless
we generate positive operating cash flow, we will require capital resources to
continue to operate our business. Our cash at bank and in hand at September 30,
2001 was pound sterling 46.6 million pound sterling 36.5 million at December 31,
2001) and our net cash outflow from operating activities for the year ended
September 30, 2001 was pound sterling 31.1 million pound sterling 3.8 million
for the quarter ended December 31, 2001).
We currently do not have commitments for additional financing. We cannot be
certain that additional financing will be available in the future on acceptable
terms or at all. If we raise additional funds by issuing equity or convertible
debt securities, the percentage ownership of our shareholders will be diluted.
Any securities could have rights, preferences and privileges senior to those of
our shares and ADSs. If adequate funds are not available or are not available on
acceptable terms, we may not be able to fund our expansion, take advantage of
unanticipated acquisition opportunities, enhance services or products or respond
to competitive pressures. Such inability could have a material adverse effect on
our business, results of operations and financial condition.
A DECLINE IN COMMISSION RATES OR THE ELIMINATION OF COMMISSIONS COULD REDUCE OUR
TURNOVER
Currently, the principal source of our turnover is commissions paid to us by
suppliers for bookings or purchases made through our web site. If current
industry standard commissions decline or otherwise change or if our suppliers
reduce their commission rates or eliminate commissions entirely, it is possible
that our turnover would be reduced. Travel suppliers are not obligated to pay
any fixed commission rate for bookings or purchases made through our web site
and, as a result, the level of our commissions may fluctuate. Moreover,
commissions in the travel industry have been falling steadily in the past few
years.
We generally earn industry standard commissions on most of the products we
offer on our web site, which vary by industry segment. However, from time to
time for strategic and other reasons we have entered into and may in the future
enter into arrangements with our suppliers to accept commissions that are lower
than industry standards, which may have an adverse effect on our turnover.
Finally, commission rates in jurisdictions other than the United Kingdom and the
other jurisdictions in which we operate may be based on fixed amounts rather
than stated as a percentage of the total value of the product or service sold,
which may cause turnover to be lower in those jurisdictions than in
jurisdictions where commissions are paid on a percentage basis.
RAPID TECHNOLOGICAL CHANGES MAY RENDER OUR TECHNOLOGY OBSOLETE OR DECREASE THE
COMPETITIVENESS OF OUR SERVICES
If our competitors introduce new services that employ new technologies, or
if new industry standards and practices emerge, our existing web site and
proprietary technology and systems may become obsolete. The Internet and the
e-commerce industry are rapidly changing. In particular, the on-line travel
industry is characterised by increasingly complex systems and infrastructures.
Unless we are able to respond to technological advances and emerging industry
standards and practices on a cost-effective and timely basis we may not be able
to respond to competitive challenges.
We may also use or procure new technologies ineffectively or we may fail to
adapt our web site's transaction-processing systems and network infrastructure
to customer requirements or emerging industry standards. If we face material
delays in introducing new products, services and enhancements, our customers and
suppliers may not use our web site and we may be at a competitive disadvantage.
IF EITHER WE OR OUR THIRD-PARTY TICKETING AGENTS LOSE LICENCE ACCREDITATIONS, WE
MAY EXPERIENCE TEMPORARY DIFFICULTY IN FURNISHING TICKETS TO OUR CUSTOMERS
In certain jurisdictions, we use third-party ticketing agents to furnish our
customers' airline tickets for flight reservations made through our web site.
Each country where we operate has its own travel agent licensing requirements
that either we or, depending on the jurisdiction, our ticketing agents must meet
to operate as a travel agent and to furnish airline tickets. If either we or any
of our third-party ticketing agents were to lose the relevant licences or
accreditations, we may not be able to furnish tickets to our customers until we
located a substitute agent to provide ticketing services. Furthermore, the terms
and conditions of any substitute arrangements may not be on the same terms or on
terms as favourable as our current arrangements.
OUR STRATEGY TO DEVELOP INTERNATIONALLY DEPENDS ON OUR ABILITY TO DEVELOP AN
ADEQUATE INTERNATIONAL SUPPLIER AND CUSTOMER BASE, AND IF WE FAIL TO ATTRACT
SUFFICIENT INTERNATIONAL DEMAND FOR OUR SERVICES, OUR GROWTH WILL BE LIMITED AND
OUR OPERATING RESULTS MAY BE HARMED
We launched our web site in France in September 1999, in Germany in October
1999, in Sweden in December 1999, and in Spain, The Netherlands and Italy in
December 2000. The acquisition in September 2000 of the Degriftour Group forms
part of our strategy to further expand our business in continental Europe. We
may pursue this expansion through further acquisitions or otherwise. If we do
not develop adequate local supplier or customer bases we do not believe that the
local versions of our web site will be accepted as a viable market for our
products and services in these or other European countries. In this case, our
growth will be limited and our operating results may be harmed. We continue to
invest in promoting our web site in Germany, Sweden, The Netherlands and Italy.
We are also exploring opportunities to expand into other markets. We
established joint ventures with Travel.com.au in Australia and New Zealand in
March 2000 and Tourvest in South Africa in May 2000. In August 2000,
lastminute.com was launched in the Australian market. In September 2001 we
completed a joint venture agreement with Sol Melia Travel SA in Spain. We also
announced a joint venture partnership in February 2002 with Kinki Nippon Tourist
Co. Limited, Nippon Travel Agency Co. Limited, Japan Efund, Mitsubishi
Corporation/MC Capital fund and Credit Saison Co. Limited establishing an
e-commerce business in Japan. If these joint ventures do not develop an adequate
supplier or customer base we do not believe that the local version of our web
site operated by these joint ventures will be accepted as a viable market for
our products and services, in which case our growth may be limited and our
operating results may be harmed.
Our future turnover and operating results depend upon consumers continuing
to access our web site from the United Kingdom, France, Germany, Sweden, The
Netherlands, Italy, Spain, Australia, South Africa, Japan and, over time, other
parts of Europe and elsewhere.
OUR INTERNATIONAL OPERATIONS INVOLVE RISKS RELATING TO PURCHASING AND TRAVEL
PATTERNS AND PRACTICES AND INTERNET-BASED COMMERCE IN FOREIGN MARKETS, AND IF WE
ARE UNABLE ADEQUATELY TO ADDRESS THESE RISKS, THE GROWTH OF OUR INTERNATIONAL
OPERATIONS WILL SLOW DOWN
In order to achieve widespread acceptance in each country we enter, we
believe that we must tailor our services to the unique customs and cultures of
that country. Learning the customs and cultures of various countries,
particularly with respect to purchasing and travel patterns and practices, is
difficult and our failure adequately to do so could slow our growth in those
countries.
We also face risks specific to Internet-based commerce in foreign markets.
Among others, any of the following international risks could delay our
international growth and harm our operating results:
o delays in the development of the Internet as a medium of commerce in
international markets;
o delays in the development of the backbone and bandwidth of the
Internet;
o difficulties in managing operations due to distance, language and
cultural differences;
o consumer unwillingness or inability to use credit cards or other
similar modes of payment, like smart cards;
o unexpected changes in regulatory requirements;
o tariffs and trade barriers and limitations on fund transfers;
o difficulties in staffing and managing foreign operations;
o potential adverse tax consequences;
o exchange rate fluctuations; and
o increased risk of piracy and limits on our abilities to enforce our
intellectual property rights.
FUTURE ACQUISITIONS MAY HAVE AN ADVERSE AFFECT ON OUR ABILITY TO MANAGE OUR
BUSINESS
We may acquire companies in the future and the integration of companies
requires significant attention from our management. The diversion of our
management's attention and any difficulties encountered in any integration
process could have an adverse effect on our ability to manage our business and
could increase our losses.
IF THE GROWTH IN THE USE OF THE INTERNET BY CONSUMERS AND BUSINESSES FOR
E-COMMERCE DOES NOT CONTINUE OR DECLINES, OUR BUSINESS WILL NOT SUCCEED AND THE
VALUE OF OUR SHARES AND ADSS WILL DECLINE
Our future turnover and operating results depend upon the widespread
acceptance and use of the Internet and on-line services as a medium for commerce
throughout Europe and elsewhere. Acceptance of the use of on-line services in
turn depends in part on acceptance of the Internet as a secure environment in
which to release credit card and other personal data. Rapid growth in the use of
the Internet and on-line services may not continue. The growth in use of the
Internet by consumers for e-commerce purposes may not continue or use may
decline. Demand for and market acceptance of recently introduced products and
services over the Internet as well as Internet security is subject to a high
level of uncertainty.
Our success will depend on the development and maintenance of an
infrastructure to cope with the Internet's increased traffic. We believe that a
reliable network backbone with the necessary speed, data capacity and security,
which may be accessed in a cost effective way, and the timely development of
complementary products for providing reliable Internet access and services are
essential to the development of the Internet as a vehicle of commerce. Major
on-line service providers and the Internet itself have experienced outages and
delays. Outages and delays are likely to negatively affect the level of Internet
usage and the processing of transactions on our web site.
Consumers may also find that buying products through traditional or other
methods may be more attractive or reliable than using our web site.
IF WE FAIL TO INCREASE OUR BRAND RECOGNITION AMONG CONSUMERS, WE MAY NOT BE ABLE
TO ATTRACT AND EXPAND OUR REGISTERED SUBSCRIBER AND CUSTOMER BASE
We believe that establishing, enhancing and maintaining the lastminute.com
brand is fundamental to our efforts to attract customers and to expand our
registered subscriber base, especially since there are a number of web sites
that offer potentially competing services. Many competing web sites already have
well-established brands in on-line services or the travel industry generally.
Promotion of our brand may well depend on personal recommendations and repeat
business based on our success in providing a high-quality on-line experience
supported by a high level of customer service. Our marketing and advertising
expenditures may not be effective to promote our brand. Even if recognition of
our brand increases, it may not lead to an ongoing increase in our registered
subscriber and customer base.
WE MAY BE UNABLE TO ACQUIRE OR MAINTAIN DOMAIN NAMES, OR PREVENT THIRD PARTIES
FROM ACQUIRING DOMAIN NAMES THAT ARE SIMILAR TO, INFRINGE OR OTHERWISE DECREASE
THE VALUE OF OUR TRADE MARKS AND OTHER PROPRIETARY RIGHTS
We depend on domain names that are consistent with our brand identity to
deliver consumers to our web site who are familiar with our brand. We intend to
continue to acquire domain names as suitable opportunities arise. We may not be
able to acquire or maintain the "lastminute" domain name in all countries in
which we operate or into which we may seek to expand our operations. Companies
with similar domain names and which offer similar products or services to ours
may impair our ability to compete effectively on the Internet or use the
lastminute.com brand in one or more jurisdictions and, if our brand name is
confused with theirs and their products and services are inferior, may dilute
the value of our brand and damage our reputation. Domain names including
"lastminute", but with differing country modifiers which we would wish to use in
some of the countries into which we have and may continue to expand, such as
www.lastminute.de in Germany and www.lastminute.nl in The Netherlands, are owned
by third parties. The acquisition and maintenance of domain names generally is
regulated by applicable laws, as they are applied by the courts, governmental
agencies and their designees and Internet regulatory bodies. The system for
registration is subject to change as the Internet Corporation for Assigned Names
and Numbers ("ICANN") assumes increased responsibility for that system from
Verisign Inc. and the U.S. Department of Commerce and as new registrars are
accredited by ICANN. The introduction of new domain suffixes is still possible.
There can be no assurance that our domain names or their value will not be
affected by changes related to the registration and protection of domain names.
If we were to lose the exclusive right to use our domain names, or were unable
to prevent our brand being diluted through the introduction of new domains or
the use of similar domains, our Internet sales may be irreparably damaged
because customers may be unable to find our web site or may be diverted to other
sites. Governing bodies may establish
additional top-level domains, appoint additional domain name registrars or
modify the requirements for holding domain names. Even if we acquire domain
names that include "lastminute" in the relevant jurisdictions, we may be
compelled to use a different domain name than lastminute.com. Depending on the
laws of a particular jurisdiction, we might not be able to make certain offers
under the name or domain name "lastminute".
IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY FROM COPY OR USE BY
OTHERS, OUR COMPETITORS MAY GAIN ACCESS TO OUR CONTENT AND TECHNOLOGY
We regard much of our content and technology as proprietary and try to
protect our intellectual property rights by relying on trade mark and copyright
protection and confidentiality laws and contracts. If we are unable to protect
our intellectual property, it would be possible for someone else to copy or
otherwise obtain and use our proprietary content and technology without our
authorisation or to develop a similar business model independently, which would
put us at a competitive disadvantage. There may not be effective trade mark,
copyright and confidentiality protection in every country in which our services
are made available, and policing unauthorised use of proprietary information is
difficult and expensive. For example, French law does not provide for any patent
protection for software and know-how.
The steps we have taken may be inadequate to prevent the misappropriation of
our proprietary information. Any misappropriation could have a negative effect
on our business, our operating results and the value of our brand. Furthermore,
in the future, we may need to go to court to enforce our intellectual property
rights, to protect our trade secrets or to determine the validity and scope of
the proprietary rights of others. Litigation relating to our intellectual
property might result in substantial costs and diversion of resources and
management attention.
IF WE ARE UNABLE TO OBTAIN TRADE MARK REGISTRATIONS FOR THE NAME LASTMINUTE.COM
AND PREVENT THIRD PARTIES FROM USING SIMILAR NAMES, THE VALUE OF OUR BRAND MAY
BE DIMINISHED
We may not be able to obtain trade mark registrations in the European Union
and in any of the countries in which we operate or into which we may expand. In
addition, there may be substantial delays in obtaining registrations. Our
application to obtain registered trade mark protection in the European Union for
the name "last minute" has met an objection from the European Union trade mark
registry that the name is not descriptive of our services and other objections
may be received from other relevant trade mark registers or third parties.
Furthermore, several competitors in relation to their late booking or late
purchase services use the term "last minute". These two factors may make it
difficult for us to register our name as a trade mark and prevent third parties
from using similar names in relation to competing products and services, which
may result in dilution or devaluation of our brand.
WE MAY BE SUED FOR INFRINGING A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS AND,
IF WE WERE TO LOSE OUR INTELLECTUAL PROPERTY RIGHTS, WE COULD BE UNABLE TO CARRY
ON OUR BUSINESS IN ITS CURRENT FORM OR TO EXPAND OUR OPERATIONS INTERNATIONALLY
We could be sued based on a claim that we have infringed the patents,
copyrights, trade marks, service marks or other intellectual property rights of
a third party. In particular, we are aware of the existence in several
jurisdictions of third parties who have company names, trade marks or domain
name registrations which are similar to our name. The existence of these
third-party company names, trade marks and domain names may have a material
effect on our ability to carry on our present operations, or to expand our
operations into those jurisdictions, under the name lastminute.com.
We have not yet launched a U.S. or Canadian version of our web site,
although we may do so in the future. The existence of third-party rights in the
United States, Canada and some other jurisdictions may prevent us from operating
successfully there under our current brand name, as we are aware of a number of
third parties who use the words last minute in their company or business names
or domain name registrations. Some of these third parties have also obtained
trade mark registrations incorporating the words last minute, and it is possible
that any of these third parties may sue us for trade mark infringement or
related claims.
If we were sued for infringing the trade mark rights or other intellectual
property rights of a third party, it may be costly for us to defend these claims
and we may have to pay substantial damages and third-party costs as well as our
own legal fees, or discontinue any of our operations, including the use of our
domain names, which have been determined to be within the scope of the third
party's intellectual property rights. Any of these outcomes could have a
negative impact on the value of our brand, our operating results, our ability to
implement our business plan and our ability to carry on our business in its
current form or to expand our business to new markets.
IF WE ARE UNABLE TO ENSURE THE SECURITY AND PRIVACY OF THE CONFIDENTIAL
INFORMATION OF OUR REGISTERED SUBSCRIBERS, THEY MAY DISCONTINUE USING OUR
SERVICES
Any publicised security problems affecting e-commerce companies could
inhibit the growth of Internet-based commerce and, accordingly, cause our
registered subscribers to discontinue using our services and inhibit our
turnover growth. The secure transmission of confidential information over the
Internet and the security of our systems, in general, are essential in
maintaining consumer and supplier confidence in our services. We rely on
licensed encryption and authentication technology to effect secure transmission
of confidential information, including credit card numbers.
There have been instances where unidentified third parties have individually
or collectively taken action to deliberately disrupt the operations of major
commercial web sites similar to ours. If similar action were taken against our
web site, it could limit our ability to operate our web site and damage the
systems we use to operate our business, which could have a negative impact on
our reputation and our turnover. A party that is able to circumvent our security
systems also could steal proprietary information. Security breaches also could
expose us to a risk of loss or litigation and possible liability. Under current
credit card practices, we may be held liable for fraudulent credit card
transactions and other payment disputes with customers. In the event of a
security breach, the extent to which we may be able to claim against our
firewall provider for any losses suffered by us arising out of a failure of our
firewall, which is a network device that separates the public Internet from the
private network to allow the enforcement of data security policies, is limited
and may be insufficient to repair our computer systems or recover our losses.
GOVERNMENT REGULATION RELATING TO E-COMMERCE MAY RESTRICT OUR ABILITY TO COLLECT
AND USE DATA THAT IS OF COMMERCIAL USE TO US
We may face restrictions on our ability to collect and use personal data and
possible civil and criminal sanctions for its unauthorised or improper use
The European Union has adopted a directive which imposes restrictions on the
collection, use and processing of personal data. Pursuant to the directive, we
will need to ensure that we use personal data in the most commercially
beneficial way within the provisions of applicable data protection legislation.
We currently do this through our registration process and privacy policy, but we
may be unable or it may be impractical to obtain the required consents in the
future and this may limit our ability to use personal data.
The directive has been implemented in the United Kingdom through the Data
Protection Act 1998, which came into force on March 1, 2000. It has not yet been
implemented in some other EU member states in breach of EU requirements. To the
extent that existing data protection legislation in those non-compliant member
states conflicts with the directive, the provisions of the directive will
prevail.
Furthermore, member states have discretion in the implementation of some
provisions and any resulting laws may vary to a substantial extent from country
to country. We may therefore be obliged to comply with different legislative
requirements which could have an impact on our ability to collect and share data
with third parties, such as advertisers or suppliers. These requirements could
restrict our ability to capture and use data that is of commercial value to us.
Failure to comply with data protection legislation in the countries where we
operate may leave us open to criminal and civil sanctions. If we breach
applicable data protection legislation, we may be subject to claims from our
users claiming that we have infringed their privacy, and we could face
administrative proceedings initiated against us by the applicable data
protection regulatory authorities. In certain jurisdictions, the regulatory
authorities have the authority to levy substantial fines for breaches of
applicable interest.
If we are unable to use "cookies", we may be unable to provide targeted
offerings
Cookies are pieces of information sent by a web server to a web browser that
the browser is expected to save and which can later be used to identify a user.
Web sites typically place cookies on a user's hard drive without the user's
knowledge or consent. We use cookies for a variety of reasons, including
collecting data derived from the user's activity while visiting our web site,
and we currently require users to enable the usage of cookies before they can
make purchases from our web site. However, most currently available web browsers
allow users to remove cookies at any time or to prevent cookies from being
stored on their hard drives. Also, users accessing web sites using their
employers' computer systems may be restricted in their ability to receive and
store cookies by virtue of their employers' security policies. In addition,
there is legislation in certain jurisdictions such as data protection
legislation in the United Kingdom, and there are proposals in others,
restricting the use of cookies. Any reduction or limitation in the use of
cookies could limit the effectiveness of our sales and marketing efforts.
DUE TO OUR PRESENCE ON THE INTERNET AND OPERATION AS AN E-COMMERCE WEB SITE WE
MAY BE OPEN TO CIVIL AND CRIMINAL SANCTIONS IN NUMEROUS JURISDICTIONS
E-commerce is new and rapidly changing, and regulation relating to the
Internet and e-commerce is new and evolving. The European Union has recently
adopted a directive dealing with certain aspects of electronic commerce such as
liability for intermediate service providers and electronic contracting and has
adopted another directive dealing with electronic signatures. We will need to
comply with certain aspects of the directive on electronic commerce, such as
information that will need to be provided to consumers in conducting e-commerce,
when it comes into force. It was expected to be implemented on January 17, 2002
but not all member states, including the United Kingdom have yet implemented
this directive. The European Union's distance selling directive is also
applicable to e-commerce and is already required to be implemented by the member
states of the European Union. The United Kingdom implemented this as the
Consumer Protection (Contracts Concluded by Means of Distance Communication)
Regulations 2000, which came into force on October 30, 2000. These regulations
provide for certain information to be provided to consumers prior to and after
concluding a contract over the Internet and further provide consumers with a
cancellation period with respect to the purchase of certain goods and services.
It is possible that additional laws will be enacted in respect of the sale of
goods and services over the Internet, such as tougher consumer protection laws,
which could reduce the rate of growth of e-commerce and could harm our business
both directly and indirectly.
France has recently adopted several laws that include provisions specific to
Internet and e-commerce such as provisions dealing with the liability of access
providers or host providers and provisions dealing with electronic signatures as
well as provisions dealing with auction sales of certain types of goods on the
Internet. There are a number of other laws and regulations that also indirectly
affect e-commerce such as the regulation on encryption or more generally
consumer protection (such as the use of the French language and the regulation
of distance selling), commercial law (such as the regulation of advertising,
pricing and sales practices, lotteries and games), or regulated activities (such
as the regulation of travel agencies) that may place constraints on the
integration of the business.
Due to the global nature of the Internet, it is possible that, although the
servers and infrastructure used to provide our services are based in the United
Kingdom and France and transmission by us of the content over the Internet
originates primarily in the United Kingdom, the governments of other countries
might attempt to regulate the content of our web site or transmissions using our
services or might prosecute us for violations of their laws. Any legislation or
regulation prescribing the content of our web site or transmissions, the
application of existing laws and regulations from jurisdictions whose laws do
not currently apply to our business, or the application of laws and regulations
to the Internet and other on-line services could make it difficult for us to
operate our business. Failure to comply with relevant Internet and e-commerce
legislation or regulation may leave us open to civil and criminal sanctions.
In addition, the EU Council of Ministers adopted a regulation in December
2000, which came into force on March 1, 2002, regarding the jurisdiction,
recognition and enforcement of judgements in civil and commercial matters. This
is likely to mean that consumers party to on-line contracts will in many cases
be entitled to sue in their own jurisdiction irrespective of the location of the
contractual counter-party. This is likely to substantially increase costs in the
case of litigation, and may have an adverse impact on the development of
e-commerce in Europe as a whole.
Under French law, if a web page can be viewed in France, any potential
offence which arises out of that web page will be subject to the jurisdiction of
the French courts and French law.
Furthermore, in many jurisdictions, marketing and advertising are heavily
regulated. Applicable laws in some jurisdictions impose more restrictions on the
methods and terminology used to approach prospective customers in relation to
the products and services offered. For example, in its report of July 2, 1998 on
the Internet and digital networks, the Conseil d'Etat, France's highest
administrative tribunal, specifically stipulated that the Internet should be
considered as advertising space and that existing legal rules should be applied.
These rules encompass a wide range of areas, such as rules on the protection of
minors, the nature and content of advertising, the regulation of unsolicited
email, and the Loi Toubon on the obligation to use the French language. These
regulations are applicable to web pages, as well as banners, e-mail, icons,
sound, text, pictures and even hypertext links. As a result of this type of
regulation, we may have to rely on more conservative marketing methods, may not
be able to maintain or increase our market share in those countries or may have
to discontinue some of our offerings.
WE MAY BE SUBJECT TO LITIGATION FOR CONTENT PROVIDED OR REPRESENTATIONS MADE ON
OUR WEB SITE, WHICH MAY BE COSTLY AND TIME-CONSUMING TO DEFEND
Because users may access content on our web site, download our content and
transmit it to others over the Internet, we may be subject to intellectual
property infringement claims against us as content service providers. Any
claims, with or without merit, could:
o be time-consuming to defend;
o result in costly litigation; or
o divert management's attention and resources.
Our web site contains links to other web sites, which may contain links to
further web sites. As a result, we may be subject to claims alleging that, by
directly or indirectly providing links to other web sites, we are liable for
intellectual property right infringement or the wrongful actions of third
parties through their web sites. Due to the combination of windows, deep links
and hyperlinks, there is a risk that users will consider us the direct supplier
of products and services advertised and offered by our partners on our site.
In addition, successful actions for defamation have been brought against
service providers in the past in the United Kingdom, the United States and other
jurisdictions in which we operate or may operate in the future. It is also
possible that if any information, accessible on our web site, contains errors or
false or misleading information, or if we are negligent in providing
information, third parties could take action against us for losses incurred in
connection with such information.
Our general liability insurance will not cover all potential claims of third
parties to which we are exposed.
ITEM 4. INFORMATION ON THE COMPANY
HISTORY AND DEVELOPMENT OF THE COMPANY
Last Minute Network Limited was incorporated in England and Wales on April
1, 1998 as a private limited company and commenced offering products and
services on the lastminute.com web site in October 1998. In February 2000, the
Company implemented a share capital reorganisation whereby the shares of Last
Minute Network Limited were exchanged for shares in lastminute.com Limited
having equivalent rights and restrictions. Subsequently, lastminute.com Limited
re-registered as a public limited company, lastminute.com plc.
Our primary activities during the period prior to launch of the U.K. version
of the lastminute.com web site consisted of creating our web site, recruiting
and training employees, developing a business model, implementing systems to
support the business model, developing relationships with suppliers and
developing the lastminute.com brand. Operations commenced on October 1, 1998 on
the U.K. web site with the sale of last minute deals on flight and hotel room
reservations, entertainment and gifts. Since that time, the business has grown
significantly and now offers last minute opportunities for travel services,
including flight bookings, hotel room reservations, car hire and package
holidays; leisure, including entertainment events, restaurant reservations and
services; gifts; auctions; specialities and eating-in services.
We commenced operations on the French version of our web site in September
1999, the German version in October 1999, the Swedish version in December 1999
and the Australian version in August 2000. During the year ended September 30,
2001 we launched operations in Spain, Italy and The Netherlands and completed
the acquisition of 100% of the shares of the French group Degriftour, thereby
substantially increasing our French offering. We are continuing our strategy of
focusing on the core markets of the United Kingdom, France and Germany, whilst
at the same time growing non-core satellite markets.
On July 13, 2001 we acquired Urbanbite Limited for a consideration which was
satisfied by the issue of 442,151 new Ordinary Sshares at 33.9p each in
lastminute.com plc.
In August 2000 we launched a fully localised Australian version of the web
site. During the financial year ended September 30, 2001 following the granting
of local regulatory approval, our South African version commenced operations.
The Australian and South African operations are treated as joint ventures
because board control is split between the respective investing entities.
On September 1, 2001 the Group entered into a joint venture agreement with
Sol Melia Travel S.A. in relation to its Spanish entity. The joint venture was
established by Sol Melia Travel S.A. subscribing for an interest of 70% in
Lastminute Network S.L. for 429,000 euros in cash. Lastminute Network S.L. was
previously a 100% trading subsidiary of the Group. The Group now holds 30% of
the share capital of the Spanish company and its investment in the company is
treated as a joint venture because the board control is split between the
investing entities. Both parties have the power of veto over any major decision.
Capital expenditure for the year ended September 30, 2001 was pound
sterling 8.4 million compared to pound sterling 12.5 million for the year ended
September 30, 2000 and pound sterling 0.4 million for the year ended September
30, 1999. In each of the three years capital expenditure principally related to
purchase and development of computer systems and equipment.
BUSINESS OVERVIEW
We offer our customers last minute opportunities to acquire airline tickets,
hotel rooms, package holidays, car hire, entertainment tickets, restaurant
reservations, food delivery, gifts, speciality services and auctions in the
United Kingdom, France, Germany, Italy, Spain, Sweden, The Netherlands,
Australia and South Africa. Our strategic objective is to ultimately create the
global marketplace for last minute services and transactions. We believe that
our customers buy from lastminute.com because we offer:
o real-time access to attractively priced, last minute deals, including
some of the lowest prices on many travel and entertainment deals;
o the convenience of a broad range of attractive packaged or individual
offers which our customers can access quickly and with minimal effort;
and
o the benefit of our ideas -- we believe we have a reputation for
offering our customers novel and distinctive products that inspire
them to try something different.
Although our registered subscribers may make a purchase by telephoning us
directly, our service is based on the utilisation of on-line distribution
platforms including the Internet and our web site. At December 31, 2001 we had
approximately 4.6 million registered subscribers, including 1.8 million in the
United Kingdom and 2.8 million internationally, and had served 669,550
customers. During the year ended September 30, 2001 we sold 806,155 items and in
the three months ended December 31, 2001 we sold 298,425 items. The number of
customers is the cumulative number of customers (excluding repeat customers)
since our inception and the cumulative number of Degriftour's customers
(excluding repeat customers) since October 1, 2000. Customers are defined as
individuals who have purchased goods over lastminute.com's and Degriftour's
platforms. An item sold is an individually priced product purchased by a
customer. Our registered subscribers do not pay to register for our services.
THE LASTMINUTE.COM SOLUTION
In developing the concept of using the power of the Internet to match supply
and demand at the last minute, we believe that we have created an exciting
opportunity for both suppliers and consumers. We have created a means to offer
suppliers a viable alternative distribution channel that does not threaten their
core businesses, at the same time offering customers access to a wide range of
last minute products from a large number of unrelated suppliers and databases at
attractive prices, which are often lower than the lowest available fare for
bookings made off-line. Unlike other e-commerce companies that have pasted an
existing framework designed for the physical world into a digital environment,
we believe that we have constructed a business model that could happen only
through digital distribution, as we believe that it is not currently possible
for our competitors to replicate our business model off-line.
THE LASTMINUTE.COM GROWTH STRATEGY
We have identified a number of critical initiatives, which we have and
continue to undertake in order to enhance our market position further. Broadly,
these initiatives focus on:
o STRENGTHENING OUR PRODUCT OFFERING. An important factor in increasing the
usefulness of the site is the continued expansion of our product range in all
categories. Over the last twelve months we have both deepened relationships with
existing suppliers and also added key new suppliers to our offering. We are able
to help suppliers with a whole tool-kit of options for selling product at the
last minute - through the push of our email or special merchandising promotions,
through our search functionality and through auctions. All of these mechanisms
allow suppliers to get the best possible yield for their products. As our
position in Europe has consolidated, our supplier relationships have become more
meaningful and have delivered unbeatable deals to the customer. In every
category we have built exclusive value products that drive customers on-line to
make a purchase.
o DEEPENING SUPPLIER RELATIONSHIPS. At December 31, 2001 we had approximately
10,100 individual supplier relationships. An important element of our success
has been our ability to demonstrate to our suppliers that we are able to sell
their excess inventory. We will continue to leverage our strong track record to
maintain the relationship with industry leaders across all categories and we
will concentrate on deepening our relationships with key suppliers.
o EXPANDING INTO OTHER COUNTRIES. The Group has continued to expand its
presence outside the United Kingdom. through a mix of strategic investments and
joint ventures. Whilst we continue to focus activity and resources on the core
countries of the United Kingdom, France and Germany, good results have also been
achieved in Italy, The Netherlands and Sweden using limited resources. We
continue to operate locally in those markets where it is more appropriate to
provide a domestic rather than global solution to customers' technological
needs. France provides some of the technology solutions for our European
businesses outside the United Kingdom from a French based technical team. In all
our markets we have developed strong management teams to ensure the development
of the lastminute.com brand and vision internationally.
In certain countries we have concluded that it is beneficial for the Group
to develop joint ventures with strong local travel partners. Therefore in
addition to the existing joint ventures in Australia and South Africa we have
recently announced two further joint ventures. In September 2001 using our
existing Spanish operation we formed a joint venture with Sol Melia, the tenth
largest hotelier in the world. As part of this relationship we now have access
across the Group to special rates for the Sol Melia hotel content. In February
2002 we announced the establishment of a joint venture in Japan with two of
Japan's largest travel operators and other strategic partners.
o DEVELOPING NEW DISTRIBUTION CHANNELS. The increased use of the Internet to
distribute content through alternative platforms, coupled with the rapid
increase in the use of mobile devices in our core target market, presents
attractive opportunities for us. We believe last minute deals and offers are an
ideal application for these new channels and have targeted, and will continue to
target, a number of alternative platforms to reach our high-end customers.
We are continuing to innovate in technology particularly around new
platforms such as voice recognition, mobile telephony and Interactive Digital
Television (IDTV). Our cross platform strategy of reaching customers on the
device of their choice through partnerships using mobile technology (WAP and SMS
(short message service)), IDTV, PDAs and voice is proving successful in
maintaining lastminute.com's position as a leader in technology innovation.
A pioneering Interactive Voice Recognition (IVR) project was implemented in
December 2000 in conjunction with a specially produced gifts catalogue. This
extended lastminute.com's addressable market by giving customers without access
to the Internet the opportunity to access a range of lastminute.com gift
products by making a local call and speaking their preferences as listed in the
catalogue. From a strategic perspective it complemented lastminute.com's
multi-platform delivery model.
Another benefit to our hotel and restaurant suppliers in the United Kingdom
was the introduction in August 2001 of what we believe to be the world's first
voice extranet to manage inventories and hotel room bookings and restaurant
reservations. The project uses interactive voice recognition technology to
provide more efficient and automated booking facilities between hotel managers,
restaurants and lastminute.com. The process has led to reduced costs and
improved margins within our hotels and restaurants categories.
o ENHANCING TECHNOLOGY. Improved technology has continued to make a major
impact on the speed and user friendliness of the site during the year. The new
three-tier technology platform went live in October 2000 and has delivered on
its three main objectives to ensure (1) the site is quicker (2) the site is more
stable and (3) the technology is scalable to respond to increased and increasing
demand. Additionally we have introduced a number of new features to make the
site more convenient for customers and therefore increase conversion of site
visitors to customers. These benefits include better search capability,
personalisation and a new look and feel in all markets. We frequently update and
enhance the features of our service to improve further our customers'
experiences on our web site.
We also plan to make more progress on unifying our technology platforms so
that all sites run on a single system, enabling us to further reduce technology
spend and achieve a greater return on our investments.
o INCREASING BRAND RECOGNITION. Three years from inception the lastminute.com
brand continues to exhibit substantial growth. The number of subscribers
receiving our weekly newsletter has increased by 1.4 million over the year to
total 4.2 million at September 30, 2001. The new technology platform has
increased our connectivity and supplier base ensuring that customers find a more
reliable service when they come to the sites in all markets. Customers are now
able to personalise their own lastminute.com homepages to allow us to offer them
the products and services that they require.
During the year ended September 30, 2001 work continued on the development
of the brand across a number of markets. lastminute.com has received positive
ratings in its European markets from independent research companies over the
year. In June 2001, Jupiter MMXI reported that the Group was the only company to
appear in the top ten most visited travel sites in the United Kingdom, France,
Germany, Sweden, Italy and Spain. In September 2001 the same agency rated
lastminute.com the number one pan-European travel property in Europe.
lastminute.com has held the position as the United Kingdom's number one travel
site since research started in October 1999, with the highest reach of visitors
in September 2001. In the same month another research agency, NetValue, ranked
lastminute.com as the most visited travel site in the United Kingdom.
o DEVELOPING THE LASTMINUTE.COM SITE CONTENT. We continue to develop the
informational content on our web site. We have hired a content editorial team
that writes copy and sources third-party content for our web site to give our
visitors access to information about every destination, tour package,
accommodation, restaurant or gift featured on our web site. In addition, we have
created a customer-generated content area, so that registered subscribers will
be able to provide reviews of specific destinations, accommodation or events
that will be available to all visitors to our web site.
o FURTHER STRENGTHENING THE MANAGEMENT TEAM. We believe that we have been
successful in hiring highly talented and motivated people. We have an
experienced senior management team and each country is run by its own local
Managing Director.
o INTEGRATION OF DEGRIFTOUR. The Degriftour Group was acquired on September
30, 2000. During the intervening period lastminute.com France and Degriftour are
in the process of merging into a single operating unit based in Cergy, just
outside Paris. A new Managing Director, Denis Philipon, formerly Managing
Director of lastminute.com France, has been appointed. The expectations from the
original joint business plan have been delivered. We now anticipate additional
cost and revenue synergies will continue to be achieved as we move forward to
fully complete the integration process.
OUR OFFERING
At December 31, 2001 we had secured relationships with approximately 10,100
suppliers, including individual airlines, hotels, package holiday suppliers, car
rental companies, entertainment vendors and restaurants.
Our key supplier relationships include:
o AIRLINES. Alitalia, Air France, British Airways, british midland bmi,
Iberia, Japan Airlines, KLM, Lufthansa, Air Mauritius, United Airlines
and Virgin Atlantic Airways;
o CAR RENTALS. Holiday Autos;
o HOTELS. Six Continents Hotels and Resorts, Forte Hotel Group, Golden
Tulip Hotels, Kempinski Hotels and Resorts, Millennium and Copthorne
Hotels, Sol Melia Hotels and Resorts, Starwood Hotels and Resorts
Worldwide, The Savoy Group, Hotel de Crillon, Meridien, Sheraton,
Concorde Hotels, Radisson, Accor, Aston and Steigenberger;
o TOUR OPERATORS. Accoladia, Cosmos, Inghams, Kuoni Travel, Disneyland
Paris, Etapes Nouvelles-Marmara, Look Voyages, Amplitude
Internationale, companies within the Thomson Travel Group, Rewe Group
and Alltours;
o ENTERTAINMENT. English National Ballet, London Sport, London Dungeon,
The Royal Albert Hall, the Way Ahead Box Office, Theatre Mogador,
Casino de Paris, Theatre du Gymnase, Deutsche Entertainment AG and
Deutsche Oper am Rhein;
o RESTAURANTS. A-Z Restaurants, Groupe Chez Gerard, Les Crayeres, La
Cote d'Or, Conran Restaurants, Hartford Group, OpenTable.com a
U.S.-based on-line restaurant reservation network and a host of
restaurant delivery options via the acquisition of Urbanbite.com;
o GIFTS. World Flowers, Be Direct (electricals), MJM International
(Ultimo Bras), British Teleflorist Service, Gardners (Books),
ItsWine.com, The Ritz Hotel, West End Theatre Managers, London Zoo,
Firebox.com, 800Hampers.com, Alexandre Zouani Technik Direkt and
Lufthansa Sky Shop.
We initially focused on marketing the inventories of travel, entertainment
and gift vendors. We chose these areas because they are ideally suited to last
minute buying. We provide airlines, hotels, tour operators, event promoters,
restaurants and gift suppliers with a viable channel to distribute excess
inventory at short notice. With perishable inventories, suppliers face
increasing pressure to sell merchandise as time passes. However, we believe they
are reluctant to re-price last minute offers for fear of undermining their core
businesses, fare schedules and brands. We effectively create targeted demand
and, where requested by the supplier and where permitted by law, protect the
supplier's brand by shielding its identity until after the sale is closed and
also by providing a distribution channel distinct from its own. As a result, we
help suppliers manage and distribute their inventories more efficiently, while
consumers benefit by gaining access to good value at the last minute. Much of
the value that we create lies in the processes that we have developed with our
suppliers. We have consistently sought to protect our suppliers' identities when
necessary by listing generic, unbranded offers. Furthermore, to facilitate
long-term relationships with our suppliers, we have developed automated links to
communicate with our suppliers' proprietary databases.
TRAVEL SERVICES
Flights. One of the initial services we offered to our customers and
suppliers was the marketing and sale of airline tickets. The facilitation of
airline travel still remains a fundamental part of our operations and we have
also introduced premium and business class air travel offers on our web site in
response to customer demand.
We have cultivated supplier relationships with major international
scheduled airlines including Alitalia, Air France, British
Airways, british midland bmi, Iberia, Japan Airlines, Lufthansa, United Airlines
and Virgin Atlantic Airways. Our airline suppliers service the most popular
destinations for world travellers.
As a result of our relationships with the airline suppliers named above we
have been able to sell net fares on our web site. Net fares are airline fares
where distribution costs have been reduced or eliminated, allowing us to offer
some of the lowest fares available. The net fares are provided to us by the
airline immediately prior to the period in which they are applicable.
Hotels. In addition to the sale of airline tickets, we believe that
lastminute.com has also been a valuable distribution channel for many of the
world's leading hotels. We have cultivated relationships with many selected,
quality hotels in the United Kingdom, France, Germany, Sweden, Italy, Spain and
The Netherlands. We have also established a wide network of hotels in many
popular destinations, including Amsterdam, Madrid, New York, Brussels and
Vienna. As we expand our operations into new countries and regions throughout
Europe, we expect to continue forging relationships with local hotels so that we
may expand our inventory of hotel rooms and the choice we can offer to our
customers. Our knowledge of local markets, as is the case in the United Kingdom,
France, Germany, Sweden, Italy, Spain and The Netherlands allows us to furnish
our customers with the most appropriate hotel for their particular tastes and
budgets. Over the year we have built a market leadership position within the
hotels category, particularly in London, where we regularly offer five star
hotels at three star prices.
We have entered into arrangements with individual hotels or hotel groups
throughout Western Europe, North America, Central America, the Middle East and
Asia. We have supply contracts for last minute inventory with selected hotels
that are members of the world's major hotel groups, including Six Continents
Hotels and Resorts, Forte Hotels, Kempinski Hotels and Resorts, Millennium and
Copthorne Hotels, Sol Melia Hotels and Starwood Hotels and Resorts. We have
relationships with local hotels in the United Kingdom, including English Lakes
Hotels, Grange Hotels and Thistle Hotels, and in France, including Carlton
Intercontinental and Hotel de Crillon and Prince de Galles. We have also entered
into relationships with several premium properties in London. Furthermore, we
have sourced offers from individual small hotels and hotel groups in the United
Kingdom and other European countries in which we operate.
Generally, our hotel suppliers agree to refrain from offering hotel rooms
at lower prices than are offered to us. The rates offered to us by our suppliers
are not exclusive and may be available through other vendors pursuant to
discounts or special promotions.
Package Holidays. We work with a selection of high-quality package tour
operators to offer package holidays, which bundle transportation, which may
include charter flights, with accommodation. The type of package holidays we
offer include "City breaks" to locations like New York, Barcelona and Paris,
including many deals with Eurostar, holidays to destinations like Egypt, Israel
and the Maldives and, via our "Skiing is Believing" web page, holidays to ski
resorts such as Courchevel, Meribel, the United States and Canada.
Our package holidays are sourced in four ways, in order to offer our
customers a wider selection: (1) directly from many specialised niche mid-tier
tour operators; (2) sourced as a direct connect from major tour operators; (3)
jointly sourced with Apollo Travel Limited; and (4) sourced from third party
distributors such as view data Comtec in the United Kingdom and Minitel in
France. Our users then have the option of taking advantage of the package
holidays we have dynamically assembled or conducting a search for a customised
package holiday based on their travel preferences, such as specific dates,
particular destinations or particular weekends.
Our package holiday service provides us with an additional way to handle
excess inventory from flight and hotel operators and to create additional value
for our customers and us by bundling the products we offer.
Our package holidays are organised and supplied by a range of reputable
operators, including Accoladia, Kuoni Travel, JMC and Thomson Holidays. Our
letters of understanding generally provide for notification to us if the holiday
is offered at the same discount elsewhere; a guaranteed allocation of products
to us; details of the supplier's booking conditions via e-mail; and the basis on
which we receive our commission. These suppliers have agreed to refrain from
offering their products at lower prices than are available through us. In other
words, the rates offered to us by our suppliers are not exclusive and may be
available through other vendors pursuant to discounts or special promotions.
LEISURE
Within leisure we have been improving the customer experience across all
sections - music, sport, theatre and comedy. For example, we have introduced a
range of products from the U.K. music promoter, the Way Ahead Box Office, to the
U.K. site as well as building a profitable partnership with Formula One racing
in Germany. We have also had availability for "hot ticket" stadium
shows and concerts that have been popular and driven potential customers to the
site. Examples include Madonna, U2 and Robbie Williams that are also promoted
across our European businesses.
Entertainment. We source entertainment tickets that fall into either of two
categories: tickets to premium events, which are often unavailable, and tickets
that can be offered at a discount as part of special promotions. Our strategy
has been always to attract customers to our web site by giving them access to
the largest events at the last minute, which may otherwise be sold out. Our
relationships with suppliers in the United Kingdom and internationally assist us
in obtaining difficult-to-get tickets.
While we currently provide a wide range of entertainment options for our
users, we continually aim to enhance the current range of entertainment offered
and, feature a sub-category focusing on regional and international sporting
events, such as tickets to pan-European soccer matches, Formula One racing,
championship boxing matches, National Football League games in the United States
and other similar high-profile events. We believe that our ability to source
tickets to regional and international sporting events provides us with an
opportunity to sell other products and services we offer, such as flight
reservations and hotel accommodation.
We have established relationships with key entertainment suppliers,
including The Way Ahead Box Office, First Call, the Royal Albert Hall and the
English National Ballet in the United Kingdom, and Corida and Garance in France.
The terms and nature of our agreement with each of the entertainment suppliers
named above include a determination whether we are to act as agent or
cash-collector; an agreement that the supplier will handle ticket distribution;
and an agreement concerning our fee or commission rate.
In addition, excluding our agreements with the Royal Albert Hall, Corida
and Garance, each of the entertainment suppliers named above has agreed that the
offerings made available to us on our web site are exclusive to us, while
displayed on our web site. In some cases, we purchase entertainment tickets for
resale on our web site. In those instances, we act as principal and the entire
value of the transactions represents turnover.
Restaurants. Our Restaurants page on the U.K. and French web site versions
allows our users to view table availability and make reservations at restaurants
in the United Kingdom and Paris, receive special offers from participating
restaurants and provide feedback on their dining experiences.
We allow users to search for available restaurants which best suit their
needs based on the size of the party, the date and time of the reservation, the
location and the type of cuisine. Once a user chooses a restaurant, we provide
brief summary details about the restaurant, a selection of available times in
order to make the reservation and the opportunity to book the reservation. We do
not charge our customers to make reservations, as currently we collect fees from
restaurants on bookings made through our web site.
We have entered into supply agreements with restaurant chains, such as
Conran Restaurants, and individual restaurants. The terms and nature of our
agreements with restaurants generally include an agreement that the supplier
will provide us with a flat fee earned by table cover.
"STAYING IN"
In 2001 we launched "Staying In" as a new section to complement our
existing offering. The new section includes www.eatin.lastminute.com, an on-line
restaurant delivery service that follows lastminute.com's acquisition of
Urbanbite (which operates in the United Kingdom and The Netherlands) in July
2001. The "Staying In" section also includes multi-channel personalised TV
listings with e-mail reminders, 24 hour DVD delivery and a variety of retail
products for the home, such as books and videos.
The launch of this category came as a result of in-depth research into what
the consumer wants from the Internet. It is also part of lastminute.com's
commitment to play a daily role in its' customers lives, whatever the occasion.
GIFTS
The types of gifts that are offered on lastminute.com range from gift
vouchers for exciting excursions, such as skydiving, to food hampers. We allow
gift suppliers to take advantage of our distribution channels and we provide a
presence on the Internet for suppliers that do not have one. We believe that in
order for us to offer a complete and convenient solution to our customers, we
must add value to their shopping experience. We strive to add value by having a
well-organised marketplace where we can offer quality products at attractive
prices. In the last year we have also focused on deepening relationships with
fewer gift suppliers who are able to each provide a wider breadth of gift
offering for customers. This has resulted in more balanced product offering, as
well as efficiencies on fulfillment and communications issues.
We have identified on-line and off-line gift suppliers that can deliver
premium and discount products quickly. Some of our most popular gift items are
excursions and experiences such as air balloon rides and gliding trips. Our gift
suppliers also include large vendors, such as ItsWine.com and smaller speciality
retailers, such as 800Hampers.com.
Our letters of understanding with the gift suppliers named above request
the suppliers to commit to: the payment of our fees or commissions in respect of
the sale; handling of all customer service and fulfilment of the orders;
providing us with adequate product information; and offering us exclusive and
special offers from time to time. Our gift suppliers named above have also
agreed to offer our customers the most "compelling" price available, meaning
that our suppliers offer attractive and competitive prices to us and our
customers, although the prices may not be exclusive and may be available through
other avenues. Furthermore, we have agreed to promote the suppliers within the
gifts section of our web site, using graphical branding, individual product
promotion, text and a recommendation. In addition, we seek assurances from our
gift suppliers that they will deliver their products to our customers in a
timely manner.
AUCTIONS
Another feature of our web site is our "Auctions" page. Our implementation
of the auction feature underscores our recognition that the Internet is an ideal
vehicle to market and distribute scarce and distinctive goods, which may be made
available to us prior to becoming available to the general public. Our on-line
auctions also provide another channel for our suppliers to move excess
inventory. We believe our "Auction" capability is another valuable tool we
provide to our suppliers for inventory control and yield management. We may act
on an agent or cash-collector basis with respect to auctions on which we receive
commissions, depending on the supplier, and in very limited instances we may act
as principal in respect of an auction.
The products available at auction on lastminute.com are all provided by
professional suppliers and include offers for a wide range of budgets. In order
to place a bid in one of our auctions, the user must enter a bid for a
particular item and, where the number of available items exceeds one, the
quantity of the item bid for.
UNIQUE OFFERINGS
In addition to those products mentioned above, we give our users the
opportunity to take advantage of novel product and service offerings. We have
therefore created a number of "inspirational" sections. These sections pool
products together under a common theme or event, such as Valentine's Day,
Easter, Mother's Day, St. Patrick's Day to offer our customers the ability to
take advantage of travel destinations, hotel accommodation, events, gifts and
restaurants relating to a specific theme or calendar event.
INTERNATIONAL EXPANSION
In our international expansion, we have targeted countries based on overall
e-commerce readiness, population size and strategic importance to lastminute.com
and launched these in a phased way. Following the launch of our site in the
United Kingdom in October 1998, we launched localised versions of our web site
in France in September 1999, in Germany in October 1999, in Sweden in December
1999 and in Italy, Spain and The Netherlands in December 2000. We also seek to
establish joint ventures in countries where we believe our brand and business
would benefit from a relationship with a strong local travel operator. An
Australian version of the web site was launched in August 2000 in a joint
venture with travel.com.au, and in South Africa in April 2001, in a joint
venture with Tourvest. In September 2001, using our existing Spanish operation,
we formed a joint venture with Sol Melia and in February 2002 we announced the
establishment of a joint venture in Japan with two of Japan's largest travel
operators and other strategic partners. Under the joint venture agreements, we
have agreed to provide services to the joint venture, including designing and
hosting the joint venture's web site, as well as a trademark license and
leverage of our worldwide supply.
In all countries we have recruited local management, established our
operational structure and developed new marketing relationships. As part of our
continued international expansion, our supplier relations team has built
partnerships with local travel, entertainment and gift vendors in each country.
As a result, we now have access to inventory from a range of airlines, hotels,
event promoters and gift vendors from multiple countries to offer on our web
site. Our acquisition of the Degriftour group of companies resulted in access to
their extensive supplier base in France. Our joint venture partner in Spain, Sol
Melia, the tenth largest hotelier in the world, has given us access to their
extensive European product coupled with exclusive rates. Our ability to promote
our offers across geographical regions creates network benefits for our web
site. For example, allocations of premium French resort reservations can be
offered on the U.K. and other European versions of our web site. Using our web
site, a consumer located in France has the ability to access the product and
service offerings in the United Kingdom to make transportation, accommodation,
restaurant and
theatre reservations for a trip to London. Local relationships enrich the total
range of lastminute.com product and service offerings and will provide a larger,
pan-European registered subscriber base for our suppliers and a broader and more
appealing selection for our users. We may also tailor our web pages to attract
users from countries outside of those where we currently have a presence; for
example, we may create a web page designed to attract users based in the United
States who may be travelling in Europe.
A number of factors have contributed to our rapid international expansion:
(1) we have been able to utilise and promote our ability to sell inventory in a
number of European markets; (2) our supplier relationships are expandable on a
pan-European basis, such as through relationships with international scheduled
airlines and hotel chains; (3) we have focused our marketing efforts on
establishing strong brand names; and (4) international operations have leveraged
our core technology infrastructure, including web technology, database systems
and technical support personnel. Our management believes that these factors
should enable us to adapt more quickly to the competitive environments in these
new markets.
For description of TTV and turnover by geographic region refer to note 3 of
notes to the financial statements.
ALTERNATIVE DISTRIBUTION CHANNELS
Our strategic aim is to be able to provide consumers with access to last
minute opportunities wherever they are and on the device of their choice. We
believe the increasing distribution of the Internet and its contents through
alternative platforms presents attractive business opportunities for us. To date
we have focused on companies in the interactive television, mobile telephone and
personal digital assistant markets and have entered into agreements with the
following platform providers:
ALTERNATIVE PLATFORM - DISTRIBUTION AGREEMENTS
MOBILE TELEPHONE/ PERSONAL DIGITAL
INTERACTIVE TELEVISION WAP PORTALS ASSISTANTS
- ---------------------- ----------------- ----------------
Telewest BT Cellnet PalmPilot
ITV digital Bouygues Telecom Psion Organiser
Deutsche Telekom ipaq
AOL Mobile
France Telecom
Mviva
One2One/T-Motion
Orange
Vodafone/Vizzavi
We recognise that different distribution channels will have different
customer profiles, purchasing dynamics and technology characteristics. As a
result, while we utilise the same database as our web site, we have adapted the
user interface for use on the various platforms. For example, we developed a new
site design for our interactive digital television partners, taking into
consideration the nuances associated with the medium of television and accessing
our service from a living room environment.
OUR WEB SITE
In order to develop the lastminute.com community, we are improving the
functionality of our web site. We believe improved performance enhances our web
site's ability to attract and retain users, strengthen our identity and increase
the sales of products through our web site.
Performance. The sites in all markets are now nine times faster than the
versions used when lastminute.com became a public company in March 2000 and have
completely redesigned home pages with more efficient search capabilities.
Customers now use an improved booking process that has been reduced from seven
steps to four. We will continue to reduce the steps required to complete a
purchase.
Search. During the year ended September 30, 2001 search facilities on the
site were greatly enhanced, enabling customers to more easily find the right
product for them. The key word search box at the top of the homepage allows site
visitors to find specific products quickly and the introduction of a geospatial
search means customers can trawl all categories to find products which are
nearest to a selected location, landmark or postcode. An extension of this
facility is the ability to view a map of a chosen area and browse which special
last minute deals are available in that location - "deals around you".
User interface. Customer feedback is vital to the continuing success of the
Group. We are constantly evolving the site to make it simple for customers to
buy with greater speed and efficiency. As a result of comments solicited from
our users we have redesigned the lastminute.com user interface. It now shows
substantial improvements to enhance the customer experience including greater
product visibility, more targeted offers and promotes cross selling on the
website.
Personalisation. Registered customers have the ability to customise their
personal homepage ("mylastminute.com") using technology that stores personal
preferences and prompts the display of products and services that are relevant
to an individual's needs and lifestyle. In October 2001 the alliance with
Microsoft for .NET Windows XP was announced, which enables lastminute.com to
target customers with specific personalised offers. lastminute.com is the first
of Microsoft's European partners to put this technology into practice.
The e.piphany platform was used for the first time during the year,
enabling us to run targeted e-mail campaigns. We have seen that these tailored
messages have given us click through rates of up to 30% higher than those
achieved on non-targeted messages. This marks an important step in a three-part
process we are utilising to better understand our customer's behaviour by
analysing their visiting and buying habits. These web-based analytics will
ensure that we become more focused on addressing the spending patterns of our
customers.
Content. One of our objectives is to increase our sales by ensuring the
quality and accuracy of product descriptions and by providing
destination-related information, such as:
o customer testimonials;
o local listings and guides; and
o local weather and health information.
We endeavour to give our customers every possible reason to buy using our
web site. We believe that the one-stop lastminute.com solution adds value to
their purchase and on-line shopping experience.
In addition, the content of our web site may attract new registered
subscribers and increase the frequency of visits to our web site by providing
news, entertainment and information services. Furthermore, we intend to refine
the content of our direct marketing products, such as the weekly e-mails to our
registered subscribers.
International Strategy. Where relevant, our content-driven deals will be
leveraged across the whole international network. However, the lastminute.com
presence in each market features much locally-generated or sourced content. We
ensure that local content managers respond rapidly and flexibly to their
evolving markets, so that each international presence is not simply a
translation of one central presence, but is a finely tuned, culturally relevant
merchandising operation.
Customer-Generated Content. We believe that we have successfully created a
strong identity around lastminute.com. We believe that we have acquired a
distinctive "voice," which communicates spontaneity and a sense of adventure and
has attracted a loyal community of registered subscribers. We seek to expand
this sense of community by encouraging extensive customer feedback on our web
site.
In evolving our web site, we have emphasised ease of use, reliability and
functionality that presents the most relevant offers as quickly as possible to
the user.
STRATEGIC RELATIONSHIPS
In the past we have entered into a number of strategic relationships. These
relationships have generally consisted of our partners making, or having the
future right to make, a minority investment in lastminute.com and the entry into
commercial agreements which vary in scope from customer advertising activities
and links to recently announced deals involving the sale of goods on co-branded
sections on the lastminute.com web site. In no case, do any of these partners
exercise control over us.
Travel Services. On January 31, 2000 and February 14, 2000, we executed
performance-based warrant instruments pursuant to which we may grant warrants to
acquire up to 5,544,675 and 5,543,250 of our ordinary shares to each of
Lufthansa and Virgin Atlantic Airways, respectively, in equal instalments at the
end of five six-month measuring periods commencing January 1, 2000 and March 1,
2000, respectively, if they achieve specified levels of ticket sales through our
web site. Each warrant will be exercisable for an ordinary share during a 60-day
period commencing three years after the date it is issued at an exercise price
of (pound)0.37 per share, subject to customary adjustments in the event of
specified events. We may terminate either warrant instrument and cancel the
related warrants in exchange for cash payments if the relevant airline fails to
achieve specified minimum levels of sales in the first two measuring periods. We
may also cancel a portion of the warrants granted in respect of a measuring
period if the airline fails to achieve
a specified minimum level of sales in the following measuring period. We may
enter into similar agreements to issue warrants from time to time. As at March
6, 2002, neither airline had met any of the set performance targets.
On January 12, 2000, we entered into a letter of intent with Bass Hotels
and Resorts (now renamed Six Continents Hotels and Resorts). Pursuant to this
letter of intent, we intend to capitalise on cross-marketing, co-branding and
cross-selling opportunities, with all locales working with and promoting Six
Continents hotels.
On March 8, 2000, we signed a contract with Starwood Hotels and Resorts
with a view to developing and pursuing joint marketing and promotion
opportunities.
International Expansion. In February 2002, lastminute.com completed a
multiparty joint venture agreement with Kinki Nippon Tourist Co. Limited, Nippon
Travel Agency Co. Limited, Mitsubishi Corporation/MC Capital Fund, Credit Saison
Co. Limited & Japan Efund, to establish a new e-commerce business under the
lastminute.com brand in Japan. The joint venture will operate as an on-line
provider of travel and leisure solutions providing late availability
inspirational travel products and services.
Marketing. In November 2001, we entered into a pan-European agreement with
AOL Europe for the promotion of our goods and services on their portal.
MARKETING, BRAND AWARENESS AND PROMOTION
Throughout the year ended September 30, 2001 we have continued to build our
brand awareness and understanding through three main mechanisms: on-line,
off-line and email marketing. As part of our growth strategy we have been able
to leverage our brand awareness to build many new partnerships with
complementary international brands.
Since the inception of the lastminute.com website we have built what we
believe to be strong on-line partnerships. We recently signed an agreement with
Yahoo! United Kingdom & Ireland, pursuant to which we provide on-line content to
yahoo.co.uk. as well as be an optional feature on Yahoo! users' personal
homepages. When users select these offers they are directed to the
lastminute.com booking service to complete their transactions.
The joint announcement with Granada Broadband in July 2001 of four new
leisure sites for Liverpool FC.tv, ITV-F1, ITV-Football and Arsenal FC brings a
selection of lastminute.com deals to a target market of visitors to these
Granada Broadband sites that constitute one of the largest on-line sports
categories in the United Kingdom.
In September 2001, we announced that lastminute.com had become the travel
supplier for France's largest e-commerce site for leisure and cultural goods,
Fnac.com. This relationship was launched in France in October 2001. We also
implemented new deals with Yahoo.fr and Wanadoo.fr.
The lastminute.com weekly newsletter is multi-functional. It acts as a
vehicle to drive sales, bring traffic to the website, provide a platform for
advertising and provide an opportunity for us to communicate with our
subscribers. It has been enhanced over the past year to reflect the site
developments and broader product range. Using new technology we are able to
tailor the content to the subscriber, thereby making the newsletter increasingly
relevant to the individual and an important tool to help him or her find the
products most suited to his or her lifestyle. The success of the weekly
newsletter is regularly demonstrated by the higher than average open rates and
click throughs we achieve.
We have found that on-line viral marketing campaigns have great impact in
building awareness of the lastminute.com brand to a highly relevant market with
minimal cost. The www.officeflirttest.com survey that was launched to coincide
with Valentine's Day 2001 received 0.5 million hits in its first week and
brought more hits back to Valentine Offers on the site than links on the
homepage and newsletter combined.
We have used off-line marketing tactically and cost effectively. We have an
ongoing relationship with BAA plc that started in April 2000 and continues to
promote the lastminute.com brand via promotional materials on display in the
U.K.'s major airports. In July 2001 we announced a joint promotion with Orangina
that ran to December 2001 and appeared on nine million cans and bottles on sale
throughout the United Kingdom.
As a result of these initiatives, combined with a substantially improved
product offering, lastminute.com has received positive ratings in its European
markets from independent research companies over the year.
On-line Distribution. To date, we have secured marketing deals with the
major U.K. and European high-traffic web sites as well as targeted niche web
sites. Internet service providers' portals and content and utility providers
have proven to be good value for lastminute.com. Our agreements with our
marketing partners take the form of either an advertising arrangement or an
electronic commerce agreement, usually the latter. Our advertising agreements
allow us to purchase a fixed space on a particular web site for a fixed price.
Under our electronic commerce agreements, we are provided with a fixed location
on a particular web site but our cost is, in part, based on performance.
Electronic commerce agreements provide for a lower tenancy cost, or the cost of
having a fixed location on a web site, but require us to pay our marketing
partners a percentage of our sales based on the number of new customers they
pass on to our web site. We also have an extensive network of affiliates, which
we manage through an automated reporting platform which has no associated
advertising costs, as affiliates are rewarded purely on the sales they generate
for lastminute.com. In addition, we use keywords extensively on search engines
to drive highly targeted traffic to lastminute.com and increase conversion to
sales.
In most instances, irrespective of whether an agreement relates to
advertising or electronic commerce, we maintain a permanent "button" (link),
dynamic content or we integrate our booking engine or search facilities for last
minute offers on each web site rather than rotating advertising banners or
links. We believe this has proven an effective method for driving traffic to our
web site and has resulted in relatively low effective cost to date to generate
sales and attract new customers.
We have entered into agreements and other arrangements to market our web
site with key Internet sites, portals and Internet service providers that have a
presence in the jurisdictions where we have focused our international expansion
strategy, including: Yahoo, Freeserve and MSN in the United Kingdom; Voila,
Fnac, Yahoo and Wanadoo in France; and Lycos and T-On-line in Germany. In
addition we have a pan-European agreement with AOL Europe. Our arrangements with
key Internet sites, portals and Internet service providers across Europe have
generated substantial traffic to our web site and to date have contributed to
our low customer acquisition cost.
CUSTOMER SUPPORT AND SERVICES
We have locally based customer support and service teams for our European
operations that deal with all e-mail and telephone inquiries that arise from our
web site, press coverage or marketing activities. Our customer support staff are
multilingual and all communication concerning each localised version is
conducted in the relevant native language. Our customer support policy aims to
ensure that customer e-mails are answered within two hours if received during
working hours and overnight if received outside of working hours.
OUR REGISTERED SUBSCRIBERS
A user may register with lastminute.com either by selecting the "Register"
hyperlink and electing to receive our weekly e-mails or when prompted by our
transaction-processing system while making a purchase. Users of our web site
purchasing any of our product offerings are required to enable their web
browsers to receive cookies and must be registered subscribers of
lastminute.com. We ask each registered subscriber to provide us with an e-mail
address and password. Although we sometimes request various personal details,
including name, address, phone number, age and gender, it is possible to
register during the purchasing process without providing this additional
information.
OPERATION OF OUR TRANSACTION-PROCESSING SYSTEM
We believe that one of the key elements necessary for our web site to be
successful is that it is easy to use. We want our customers to feel comfortable
using our web site and, as a result, we have placed the utmost importance on the
features and functionality of our transaction-processing system. To this end, we
have attempted to standardise the way in which transactions are completed using
our web site. Generally, our system works in the following stages: (1) initially
the customer identifies the product or service; (2) prior to commencing the
transaction process, the customer has the opportunity to acquire more
information about the particular item he or she is interested in; (3) the
reservation or purchase is finalised as the customer is guided through a series
of web pages which request certain transaction details, given an opportunity to
review the transaction details, and given the choice of either adding the
product to his or her basket, removing the item from the basket or purchasing
the item; and (4) if the customer chooses to purchase an item, the customer
furnishes his or her credit card details, we pre-authorise the customer's credit
card and the supplier charges the customer's credit card for the amount of the
product or service, plus applicable taxes. In those instances where we act as
cash-collector or principal in a transaction, we will charge the customer's
credit card and, if applicable, remit the purchase price, less our commission,
to the supplier. If applicable, the product is delivered to the customer by the
delivery method specified by the customer, or we use the delivery mechanisms of
our third-party suppliers.
Security Guarantees. Customers of lastminute.com are entitled to the
benefit of our security guarantees on certain products. Our security guarantee
provides that, in the event that a fraudulent transaction is processed on a
customer's credit card because we have been negligent in safeguarding the
customer's credit card details, we will reimburse the customer's outstanding
liability to the credit card issuer, if any, up to (pound)50, and give the
customer an additional (pound)20 for the inconvenience. This does not affect the
statutory or legal rights that the customer may have or any statutory obligation
on us to act reasonably in limiting our liability.
FULFILMENT ARRANGEMENTS
In the majority of transactions over our web site we act as agent between
supplier and customer. We do not acquire the inventory and are hence not
responsible for fulfilment. However, in some areas of the business and in
certain jurisdictions, we often rely on third party service providers to help us
fulfil our customers' purchases of our suppliers' products. Services for which
we rely on third parties include making airline reservations and credit card
verifications and confirmations. In addition, we rely on links to computerised
central reservation systems of airlines and hotels and other databases to
provide us with real-time access to information about our suppliers' products
available for sale to our customers. Flight reservations made through our web
site are made through direct links into global distribution systems, such as
Galileo and Amadeus.
We hold International Air Transport Association ("IATA") licences in the
United Kingdom (two licences held), France, Germany and Sweden. Our IATA numbers
are 9126001-3, 9126198, 2325292-4, 80210793 and 2026439-2 respectively. IATA
imposes rules and regulations regarding air travel and the issuance of airline
tickets on its members. Although there is no legal requirement for a company
selling airline tickets to be a member of IATA, it is unlikely that any airline
would allow a non-IATA member to sell its tickets.
In addition, each country where we operate has its own travel agent
licensing requirements. In the United Kingdom the U.K. Civil Aviation (Air
Travel Organisers Licensing) Regulations 1995 require any person advertising or
selling air travel in the United Kingdom to be bonded under an Air Travel
Organisers Licence ("ATOL") granted by the Civil Aviation Authority. We have
been granted an ATOL with the number 5301.
In the United Kingdom we began issuing our own airline tickets in-house
last year. In addition, we have an agreement with Apollo Travel under which
Apollo Travel provides booking, ticketing, delivery and customer support
services for package holidays provided via our Holiday Hotline or other
ancillary service reservations in the United Kingdom.
In France we issue all airline tickets using the IATA number of Degriftour.
In Germany, we entered into an agreement with AER in July 2000, to fulfill
the reservation requests of our customers accessing the German version of our
web site. We pay AER a monthly fee and a flat-rate fee per ticket. In Sweden, we
started in-house ticketing in June 2000 and no longer have a fulfilment partner.
In Italy, Spain and The Netherlands we have arrangements with Turom Viaggi,
Enclaves del Mudo and RSB Ruud Beins respectively, under which these travel
agencies provide ticketing and delivery services for all flight bookings made
over the Italian, Spanish and Dutch web sites. We have agreed to pay our
ticketing partners a flat-rate fee per ticket.
For fulfilment of hotel reservations, we entered into an agreement in
September 1999 with Pegasus, the provider of the Private Label Reservation
Service, which is a distribution access database. This agreement allows our
registered subscribers to make real-time, on-line reservations at over 30,000
hotels around the world. We believe that one of the attractive features of the
Private Label Reservation Service is that it allows us to provide our registered
subscribers with access to the entire reservation database or to highlight only
those hotels with which we have negotiated special rates. We believe the Private
Label Reservation Service increases the depth and breadth of the hotel
accommodations we can offer to our customers. At the same time, it provides us
with the ability to focus our customers' attention on the hotels where they are
likely to get the best value.
For package holidays, users choosing to conduct searches for a customised
package holiday will have access to a database containing last minute holiday
deals from some of the premier holiday tour operators in the United Kingdom. In
order to create this large database, we have combined package holidays offered
by our package holiday suppliers with the package holiday database provided by
Comtec. In September 1999, Apollo Travel entered into a three-year agreement
with Comtec whereby Comtec provides Apollo Travel with access to the holiday
package databases of over 30 package holiday operators. Under the terms of the
agreement, Comtec provides details of "late availability" package holidays to
Apollo Travel, which has been granted a non-exclusive licence to use and display
the package holidays on our web site. Unlike our package holidays which are
directly sourced through a provider,
when registered subscribers access a holiday provided by Comtec, they are
directed to a telephone service and are unable to make an on-line booking.
SEASONALITY
Our business is subject to seasonal fluctuations, reflecting a combination
of seasonality trends with respect to the products and services offered by us,
as well as seasonality patterns affecting Internet use. For example, in the
summer holiday periods the demand for travel services increases, and in winter
holiday periods demand for gifts and, to a lesser extent travel services,
increases. Internet usage tends to decline during the summer months. These
seasonality factors result in our highest revenues being in the fourth quarter
of our financial year and the lowest revenues being in the first quarter, as
summer travel purchases generate significantly higher revenue than Christmas
gifts and travel. Our results also may be affected by seasonal fluctuations in
the products and services made available to us by participating suppliers.
Furthermore, our business may be subject to cyclical variations for the products
and services offered; for example, leisure travel and sales of luxury items tend
to decrease in economic downturn.
TECHNOLOGY
We believe that we have gained a competitive advantage through early
investment in advanced technologies. By establishing partnerships with leading
technology suppliers and strengthening the in-house development team, we are
constantly increasing barriers to entry to our business.
Since September 30, 2000 we have been utilising our new three-tier
technology architecture. The new system offers three significant benefits for
lastminute.com's customers and suppliers:
o Speed - access to products on our site is quicker for customers, as
are their transactions. Suppliers are able to download their inventory
on the site faster and integrate their databases with lastminute.com
more effectively.
o Stability - the new system is able to support our growing subscriber
base, providing greater reliability and improving the customer
experience.
o Scalability - the new architecture is designed to support our rapid
growth and to provide a solid and "open" platform from which we can
rapidly introduce new services and applications in numerous languages
and countries.
Systems administrators and network managers monitor and operate our web
sites, network operations and transaction-processing systems. The continued
uninterrupted operation of our web sites and transaction-processing systems is
essential to our business, and our web site operations staff work to make the
sites as reliable as possible.
Over the coming year we will focus our efforts on reinforcing our
technology leadership in European e-commerce by further developing better
solutions to present the right offer to the right customer on the right device.
We will continue to expand our product depth by linking into more suppliers
directly and we expect to build significant relationships with several more
package tour operators to enable our customers to find even more products at the
last minute.
COMPETITION
We compete with both on-line and traditional sellers of the products and
services offered on our web site. The market for selling our product offerings
over the Internet is new, rapidly evolving and intensely competitive. The
traditional retail industry for the products and services we offer is intensely
competitive.
The suppliers who have the potential to be our competitors include
suppliers who aggregate across sectors and suppliers focusing on specific
sectors. Suppliers who aggregate across sectors collect a wide range of
products, services and content from different suppliers and locations into one
easy access point.
Some suppliers which have businesses that originated off-line and are
focused on specific sectors such as travel, entertainment or gifts have migrated
elements of their businesses to the Internet. With respect to travel suppliers,
our potential competitors include:
o Internet travel agents such as ebookers.com, Expedia and Travelocity;
o full service travel agencies, such as Always, Flightbookers, Havas
Voyages, L'tur, Nouvelles Frontieres, Thomas Cook, Trailfinders and
Travelprice;
o consolidators of both flights and holidays such as TravelSelect, that
sell typically to the top travel agencies; and
o individual airlines, such as United or American Airlines, or groups of
airlines, such as Opodo and Orbitz, that may create joint web sites
that market last minute fare sales on the Internet.
In Germany, a travel web site, 5 vor 12, owns the Internet domain name
"lastminute.de." In The Netherlands, TUI Group, a travel company, owns
"lastminute.nl". See "Intellectual Property."
With respect to hotels, our competitors include travel sites that have
added hotels to their offerings and certain sector specialists, such as Hotel
Reservation Network, Hotels and Travel, The Hotel Guide, Travlang, the AA Hotel
Guide and the Good Hotel Guide.
In the entertainment sector, some on-line sites are information providers
for off-line ticket retailers, while others offer consumers the ability to
purchase entertainment tickets on-line. Potential competitors in this sector
include Tickets.com, Inc. and Ticketmaster-Citysearch.
We potentially face competition from a number of large Internet companies
and services that have expertise in developing on-line commerce and in
facilitating Internet traffic, including Amazon.com, AOL, Microsoft and Yahoo!,
who could choose to compete with lastminute.com either directly or indirectly
through affiliations with other e-commerce companies. Other large companies with
strong brand recognition, technical expertise and experience in Internet
commerce could also seek to compete with us.
Competition from these and other sources could have a material adverse
effect on our business, results of operations and financial condition.
We believe that the principal competitive factors that we must address
include:
o a recognisable and defensible brand identity;
o strong relationships with suppliers and access to inventory;
o a broad geographic marketplace;
o maintenance of a sizeable registered user base;
o web site accessibility and ease of use;
o customer service and reliability of delivery; and
o technical capabilities and expertise.
INTELLECTUAL PROPERTY
Our intellectual property rights include trade marks and domain names
associated with the name "lastminute.com" and copyright and other rights
associated with our web site, technology platform, software and other aspects of
our business.
We rely on a combination of trade mark, copyright and confidentiality laws
to establish and protect our business and proprietary rights and information. We
also rely on the English law of "passing-off," which may give rise to liability
for misrepresentations made by other traders that result in damage to the
goodwill or reputation of our business. We have no patents. We do not own the
intellectual property rights in the software underlying our technology platform,
but rely on software that we license from third-party
suppliers. These third-party licenses may not continue to be available to us on
commercially reasonable terms. The loss of any of the technology that we rely on
could require us to obtain substitute technology of lower quality or performance
standards or at greater costs or may interrupt our operations. To date, we have
not been notified that the technology underlying our web site infringes the
intellectual property rights of third parties.
We have trade mark registrations for the lastminute.com logo in the
European Union. We have made applications to register the names "last minute",
"Doitlastminute" and "lastminute.com" in the European Union and "last minute"
and a lastminute.com logo as trade marks in Norway. We have trade mark
registration in the "lastmin" mark in the United Kingdom and the European Union.
We have acquired trade mark registrations in Belgium, France, Luxembourg and The
Netherlands for a device comprising a clock face with the words "last minute"
across it. In Germany and The Netherlands, third parties own trade mark
registrations incorporating the words "last minute." We have made an application
to register a lastminute.com logo as a trade mark in Australia, China,
Indonesia, Malaysia, Singapore and South Korea, and have made an application to
register a lastminute.com logo and the name "lastminute" in Hong Kong, and have
made an application to register a lastminute.com logo and the name
"lastminute.com" in South Africa. We have registrations in a lastminute.com logo
and the name "last minute" in Chile. No applications have been made to register
our trade marks in the United States or Canada. In the United States and Canada
there are a number of existing trade mark registrations that include the words
"last minute." In the United States there are a large number of third parties
who use the words "last minute" in their names. These two factors are likely to
prevent any trade mark applications we may make in these jurisdictions from
being granted.
PRIVACY POLICY
We recognise the importance of maintaining the confidentiality of
registered subscriber information and complying with applicable data protection
legislation. We have established a privacy policy to help us to achieve this.
Our current privacy policy can be found on our web site. We do not sell to any
third party any registered subscriber's personal identifying information unless
the registered subscriber has provided consent in accordance with relevant data
protection legislation. We may also directly e-mail registered subscribers with
details of future products and services if the registered subscriber has given
its consent for us to do so. We may compile information provided by registered
subscribers and information built from user behaviour for targeted advertising
and content. For example, in the future we may, on behalf of an advertiser, send
e-mail offers to all registered users who frequent a specific area of the site.
LEGAL PROCEEDINGS
We are not currently involved in any material legal or arbitration
proceedings. Since our inception, we have not been involved in any legal or
arbitration proceedings that have had or may have a material effect on our
financial position. We are not aware of any threatened or potential legal or
arbitration proceedings which could have a significant effect on our financial
position.
In March 2000, L'tur Tourismus AG commenced legal proceedings against Last
Minute Network Germany GmbH (now lastminute.com GmbH), our German subsidiary, in
the District Court of Hamburg, Germany. Its complaint alleged that the use of
the generic domain name "lastminute.com" is anticompetitive, is misleading with
respect to "last minute" offers of travel commencing more than 14 days from the
date of the offer and violates unfair trade practices law in Germany and sought
to prevent us from using the lastminute.com domain name. On June 30, 2000 the
District Court of Hamburg dismissed L'tur's claims in their entirety, ruling
that Last Minute Network Germany GmbH (now lastminute.com GmbH) will be able to
continue to offer last minute solutions under the URL www.lastminute.com, and
further ruled that L'tur must bear all legal costs relating to the lawsuit. This
remains an ongoing action.
In March 2000 L'tur commenced legal proceedings against Last Minute Germany
GmbH (now lastminute.com GmbH) in the District Court of Munich. Its complaint
similarly contained allegations that the use of the domain name "lastminute.com"
violates unfair trade practices law in Germany and is misleading to describe
travel products as 'last minute" when travel commences more than 14 days from
the date of the offer. L'tur are seeking to prevent us form offering such travel
products. This remains an ongoing action.
In September 2000 L'tur commenced proceedings against Last Minute Network
Germany GmbH (now lastminute.com GmbH) in the District Court of Munich, Germany.
Its complaint alleged that the use of the colour magenta is anticompetitive as
this is a similar colour to the colour L'tur uses. In December 2000 we won at
first instance. L'tur have appealed at the Regional Court. This remains an
ongoing action.
In February 2001 Last Minute Tour SPA commenced legal proceedings against
Last Minute Network Limited and lastminute.com s.r.l. our Italian subsidiary in
the Court of Milan. Its complaint alleged that use of the trademark
lastminute.com constitutes an act of
trade mark infringement of their Italian trade mark registration. They further
claimed that our actions constitute an act of unfair competition in that we have
created confusion in the market by adopting a similar trade mark to their mark.
They are also seeking a declaration of non-infringement by them of our mark. Our
defence was served on October 23, 2001 and it is expected that the trial will be
scheduled for mid-2003.
REGULATION
INTERNET REGULATION
There is at present no specific regulator for the Internet in the United
Kingdom or in Europe. However, there are many applicable laws relating to the
provision of Internet services and use of the Internet and Internet-related
applications. Currently, the enforcement of these laws may fall within the
powers and duties of a number of regulatory bodies. In June 2001 the United
Kingdom government gave details of a new Communications Bill, which proposes the
creation of a regulator, to be known as OFCOM, to regulate communications,
including the Internet.
The application of some of these laws to the Internet is currently being
clarified and refined. There are a number of new legislative and regulatory
proposals in the European Union. This environment gives rise to considerable
uncertainty and, due to the lack of case law relating to recently adopted laws,
the interpretation of ambiguous provisions significantly contributes to the
uncertain situation. The issues in the main areas affecting our business are set
out below.
DATA PROTECTION
Because our web sites provide us with the ability to collect information
about our customers, we are subject to rules and regulations concerning the
treatment of this information.
The European Union has adopted the "directive on the protection of
individuals with regard to the processing of personal data and the free movement
of such data" (the "Directive"). The Directive imposes restrictions on the
collection, use and processing of personal data. Under the Directive, EU
citizens are guaranteed rights, including the right of access to their personal
data, the right to know where the data originated, the right to have inaccurate
data rectified, the right to recourse in the event of unlawful processing and
the right to withhold permission to use their data for direct marketing. The
Directive could, among other things, affect companies like us that collect
information over the Internet from individuals in EU member states.
Unless certain exemptions apply, including obtaining the unambiguous
consent of the individual, personal data may not be sent out of the European
Economic Area ("EEA") unless the country to which it is sent has "adequate" data
protection measures. The Directive does not, however, define what standards of
privacy are "adequate." While a small number of countries, including
Switzerland, have been found by the European Commission to provide an adequate
degree of protection, the European Commission has not yet reached conclusions
about the majority of countries with which we might wish to trade. As a result
there can be no assurance that the Directive, or other independent national
legislation, will not adversely affect our ability to send data collected from
customers in EU member states to non-EEA countries. With respect to the United
States, while the United States as a whole is not considered "adequate" in terms
of data protection, the European Commission and the United States have agreed
certain "safe harbour" arrangements, in force since November 2000, by which U.S.
companies may agree to adhere to, which the European Commission consider to
offer "adequate" protection. Subject to adherence by a U.S. company to the "safe
harbour" arrangements, transfers of data to that company in the United States
are permitted.
The Directive was required to be implemented into national laws by the
fifteen EU member states by October 25, 1998, although in many member states the
laws implementing the Directive are not yet in force. The U.K. implementing
legislation, the Data Protection Act 1998, came into force on March 1, 2000.
Even though the purpose of the Directive is to harmonise the various national
laws on data protection in the European Union, the requirements with respect to
the collection and processing of data, the rights of users and the obligations
imposed on companies collecting data vary to a substantial extent from country
to country and may continue to do so in the future once the Directive has been
implemented by the EU member states.
French Law no 78-17 of January 6, 1978 "relative a l'informatique, aux
fichiers et aux libertes" pre-dates the Directive but imposes similar
requirements regarding personal data protection, including the obligation to
make a declaration to the Commission Nationale Informatique et des Libertes
("CNIL"). As required in France, we have filed the necessary declaration with
CNIL prior to processing member data and have complied with the requirement to
inform members of various information relating to their right of access to
personal information and their right to rectify any incorrect information held
by us. In France, the Directive may also affect our European business by
requiring the processing of data to be subjected to a prior authorisation
procedure instead of a simple declaration to the CNIL and by strengthening the
investigative powers of the CNIL.
We may therefore be obliged to comply with different legislative
requirements which could have an impact on our ability to collect
data and share it with third parties, such as suppliers and advertisers.
Further, we could be exposed to regulatory and judicial proceedings relating to
privacy issues in any EU member state where our customers reside or where we are
processing, or are deemed to process, personal data. Under the requirements of
the national laws of many EU member states and the principles of the Directive,
we will have to take steps to advise customers and registered subscribers when
personal data is, or may be, collected and allow them the option to object to
such collection.
The European Union has also adopted "the directive concerning the
processing of personal data and protection of privacy in the telecommunications
sector" (the "Telecommunications Sector Directive"). The Telecommunications
Sector Directive covers the processing of personal data in connection with
publicly available telecommunications services and public networks, and includes
provisions relating to use of traffic and billing data and the use of personal
data for direct marketing. These restrictions may limit the amount of time we
can hold such data and restrict our ability to use personal information, which
we hold for this purpose. The EU member states were, subject to exceptions,
required to implement the Telecommunications Sector Directive by October 25,
1998. The Telecommunications Sector Directive has now been implemented in the
United Kingdom. Delays in implementation have occurred in some of the other EU
member states. There is a further proposed directive relating to processing of
personal data and the protection of privacy in the electronic communications
sector, which extends the ambit of the regulation to private as well as public
service companies.
We also make use of cookies, to track demographic information and to target
advertising, that may become subject to increased levels of legislation limiting
or prohibiting their use. Germany has specific legislation, which prevents
providers of Internet access from using cookies without the prior approval of
users and the aforementioned further proposed directive relating to processing
of personal data and the protection of privacy in the electronic communications
sector, as presently proposed, will require companies in the EU members states
to give clear and comprehensive information about the use of cookies prior to
using any website, and to give the user an option to refuse such use. In France,
CNIL has issued a recommendation that the use of cookies should be disclosed to
users and that users should be informed of their right to oppose their use and
that the misuse of cookies can give rise to criminal liability in certain
circumstances. Under the Directive, cookies are likely to be considered as a
means of processing data and may be regulated by the principles of the Directive
if data qualifying as personal data is collected. It is also possible that
cookies will be subject to increased levels of legislation limiting or
prohibiting their use. Limitations on, or the elimination of, our use of
cookies, or obligations on us to allow registered subscribers to object to the
use of cookies could limit the effectiveness of the advertisements that are
delivered on our web sites.
To the best of our knowledge, we are in compliance with data protection
registration or registration requirements in the other jurisdictions in which we
operate and our registrations are sufficient for our current operations. We also
actively monitor our collection and use of personal data to ensure compliance
with the data protection legislation in force, and to be implemented, to ensure
that we can continue to use and disclose personal data relating to our customers
and registered subscribers in a way which is beneficial to our business.
CONTENT REGULATION
There is little specific regulation of Internet content in the United
Kingdom or the European Union. However, the provision of content on the Internet
may fall within generally applicable legislation in these and other
jurisdictions. For example, general advertising laws and regulations in the
United Kingdom and other jurisdictions apply to advertising on the Internet in
the same way as advertising by way of other media. Laws relating to obscene
publications and defamation may result in limitations on the type of content,
including advertisements, available on our service or increased liability to us
for information carried on our service.
Under French law, if a web page can be viewed in France, any potential
offence that arises out of this web page will be subject to the jurisdiction of
the French courts and French law.
lastminute.com's liability stems from advertisements and the release of
information to users of its site. In its report of July 2, 1998 on the Internet
and digital networks, the Conseil d'Etat, France's highest administrative
tribunal, stipulated that the Internet should be considered as advertising space
and that existing legal rules should be applied.
The rules governing circulation of advertising messages and information
include:
o Rules on the protection of minors (regulation of pornographic or
violent messages);
o Ban on deceitful or misleading advertising (advertising must be
truthful);
o Regulations on comparative advertising;
o Obligation to specify that a message is an advertisement;
o Specific regulations for certain products (tobacco, alcohol, drugs,
etc.);
o Rules on sending unwanted advertising messages by e-mail (spamming);
o Obligation to use the French language (Loi Toubon);
o Application of the Sapin Act of January 29, 1993 on bribery prevention
and transparency in economic relations and public procedures;
o Special rules on audiovisual advertising; and
o Press publication offences.
These texts cover all aspects of Internet sites and therefore not only
concern web pages, but also banners, e-mail, icons, sound, text, pictures and
hypertext links.
DOMAIN NAMES AND TRADE MARK RIGHTS
We may be prevented, by reason of third party trade mark rights, from using
the name "lastminute.com" or other of our brand names and images and we may be
unable to prevent others using these or similar names as domain names, brand
names or otherwise in competition with us. Our ability to register additional
domain names may be limited by the requirements of local or national domain name
registrars or administrators, including the requirement to have a local
subsidiary or be a resident of the country for which a domain name is applied,
as well as by the existence of third parties' domain name registrations. See
"Intellectual Property."
Under French law, the registration authority for .fr domain names, the
Association Francoise pour le Nommage Internet en cooperation, requires, in
order to register a domain name, proof that this name is either the trade name
of a company or an association, a family name, or a registered trademark. Thus,
there are limited risks that a particular domain name can be registered with
someone who has no right over it.
JURISDICTIONAL EXPOSURE
Due to the global nature of the Internet, it is possible that, although the
servers and infrastructure used to provide our services are based in the United
Kingdom and France and transmission by us and our users of content over the
Internet originates primarily in the United Kingdom, the governments of other
countries might attempt to regulate the content contained in or transmitted
using our services or prosecute us for violations of their laws. As our content
is available over the Internet all around the world, these jurisdictions may
claim that we are required to qualify to do business in each country or that we
are required to notify governmental authorities of our activities, including
those activities relating to the collection and processing of personal data, for
example. Any such legislation or regulation, the application of laws and
regulations from jurisdictions whose laws do not currently apply to our
business, or the application of existing laws and regulations to the Internet
and other on-line services could increase our costs or restrict the areas in
which we may conduct business. In this vein, the EU Council of Ministers adopted
a regulation in December 2000, which came into effect on March 1, 2002, on the
jurisdiction and recognition and enforcement of judgement in civil and
commercial matters
This is likely to mean that consumers that are party to on-line contracts
will in many cases be entitled to sue in their own jurisdiction irrespective of
the location of the contractual counter-party.
E-COMMERCE AND ELECTRONIC SIGNATURES
The laws relating to e-commerce are being reviewed, and in many cases
formulated, in differing jurisdictions around the world.
In June 2000 the EU Council of Ministers formally adopted the European
Commission's proposed directive on "legal aspects of electronic commerce in the
Internal Market" (the "E-Commerce Directive"). The aim of the E-Commerce
Directive is to ensure the free movement of electronically provided services,
including e-commerce, within the member states of the European Union. EU member
states were expected to implement the directive before January 17, 2002
although, to date, not all member states, including the United Kingdom, have
implemented. Significant provisions of the draft E-Commerce Directive provide:
o that EU member states must ensure that their legislation allows
contracts to be concluded electronically, subject to a limited number
of exceptions;
o that mere carriers of information over, or providers of access to,
communications networks will not be liable for the content of that
information;
o that a provider of hosting services will not be liable for the
information hosted, except where it knows that it is illegal and does
not disable access to that information; and
o clarification of jurisdictional and some contract formation issues.
Closely connected with electronic commerce is the issue of electronic
signatures. In December 1999, the EU Council of Ministers adopted a "directive
on a common framework for electronic signatures" (the "Electronic Signatures
Directive"). The directive establishes a framework in which "certification
service providers" issue "qualified certificates" which link individuals to
their public keys in the case of public key cryptography or other devices used
to verify their electronic signatures. Public keys are codes that are used in
public key cryptography, also known as asymmetric cryptography, together with
so-called private keys. Every user of the system has a pair of private and
public keys. The private key is kept secret, but the public key is published and
made available to third parties. The combination of the private key and a third
party's public key can be used for confidential correspondence between the
parties, authentication of encrypted documents and verification of the
document's integrity. This system is enhanced when a third verification party is
included. That party administers a database of public keys, enabling
verification of the source of documents "signed" with a particular private key.
The Electronic Signatures Directive also sets out criteria for the legal
recognition of electronic signatures, in the hope that this will promote
e-commerce both within the European Union and other countries.
In the United Kingdom the Electronic Signatures Directive has been
substantially implemented through the Electronic Communications Act. This
provides for an approval scheme for businesses and other organisations providing
cryptography services and for the legal recognition of electronic signatures.
In France, Law no. 2000-230 of March 12, 2000 implements the Electronic
Signatures Directive although it has not yet received final decree so there is
some uncertainty as to whether an electronic signature will in practice be
treated the same as a written signature. Law no. 96-659 of July 26, 1996 and
four decrets passed in 1996 otherwise strictly regulate cryptology in France. A
declaration to Service Central de la Securite des Systemes d'Information
("SCSSI") is required for encryption devices using a key between 40 and 128 bits
and prior authorisation is required for devices using a key exceeding 128 bits.
The distance selling directive was adopted by the EU in 1997 (the "Distance
Selling Directive") and was required to be implemented by EU member states by
June 4, 2000. Essentially, it applies to consumer transactions where the buyer
and seller never meet and would cover buying products over the Internet. The
purpose of the Distance Selling Directive is to ensure there is a minimum level
of information given to the buyer. This information includes the identity of the
seller, the characteristics of the goods being sold, the full price and the cost
of delivery. It also gives the buyer a cooling-off period. Most of the
provisions of the Distance Selling Directive do not, however, apply to contracts
for the provision of certain travel related services (e.g. transport, leisure or
accommodation). Contracts for certain financial services are also entirely
excluded and are to be regulated separately. In the United Kingdom, the Distance
Selling Directive has been implemented through the Consumer Protection (Distance
Selling) Regulations 2000 that came into force on October 31, 2000.
In France, Law no. 2001-1 of January 3, 2001 entitles the French government
to implement the Distance Selling Directive by means of an "ordonnance" and
French law otherwise provides similar protection to English law on distance
selling.
In July 1999, the European Commission issued a revised proposal for a
directive on distance marketing of consumer financial services. If implemented,
it would require legislation to be passed by E.U. member states imposing
consumer protection measures upon financial services product providers and their
intermediaries. These would apply to the extent they market such products
(including mortgages and other loans of credit and insurance) exclusively by
means of an organised distance sales scheme, including by Internet and e-mail.
Until these directives and other national measures are implemented in the United
Kingdom and other relevant jurisdictions, our activities in the field of
electronic commerce will be subject to a large number of uncertainties within
Europe and elsewhere.
As part of our expansion into distribution channels other than the
Internet, we will be acting as a content provider to third-party interactive
television provider Telewest, wireless access protocol providers T-Motion,
Vizzavi, BT Cellnet and Orange and for personal digital assistant provider
Advantgo. We will not be required to obtain any additional regulatory licenses
for this content provision as the relevant third-party providers will provide
services under their relevant licenses pursuant to the Broadcasting Acts 1990
and 1996, Telecommunications Act 1984 and the Wireless Telegraphy Acts
1949-1967, as applicable.
ORGANISATIONAL STRUCTURE
Last Minute Network Limited was incorporated in England and Wales on April
1, 1998 as a private limited company. lastminute.com plc was incorporated in
England and Wales with registration number 3852152 on October 1, 1999 under the
Companies Act 1985 as a private limited company with the name Vibetron Limited.
We changed our name to lastminute.com Limited on January 14, 2000 and
re-registered as a public limited company on February 24, 2000. lastminute.com
plc is the holding company of Last Minute Network Limited, our wholly owned and
principal operating subsidiary in the United Kingdom. Last Minute Network
Limited was incorporated in England and Wales with registration number 3538456
on April 1, 1998 under the Companies Act 1985 as a private company with limited
liability.
Our investments in subsidiaries and joint ventures are as follows:
COUNTRY OF
REGISTRATION OR PRINCIPAL ORDINARY
NAME OF COMPANY INCORPORATION ACTIVITY SHARES HELD
- ---------------------------------------- ---------------- ----------- -----------
Last Minute Network Limited (1)......... England and Wales Marketer 100%
Lastminute.com GmbH..................... Germany Marketer 100%
Last Minute Network S.A.R.L............. France Marketer 99%
Lastminute AB........................... Sweden Marketer 100%
Revalfi S.A. ........................... France Marketer 100%
Voyages Sur Mesures S.A. ............... France Marketer 100%
Activnet S.A.R.L........................ France Marketer 100%
Lastminute Travel AB.................... Sweden Non trading 100%
Lastminute.com BV....................... The Netherlands Marketer 100%
Lastminute.com s.r.l.................... Italy Marketer 99%
Last Minute s.p.r.l..................... Belgium Non trading 100%
Last Minute Network Limited............. Ireland Non trading 50%
Last Minute A/S......................... Norway Non trading 100%
Last Minute A/S......................... Denmark Non trading 100%
Urbanbite Limited(1).................... England and Wales Marketer 100%
Urbanbite BV............................ The Netherlands Marketer 100%
INVESTMENTS IN JOINT VENTURES
lastminute.com (Australia) Pty Limited.. Australia Marketer 25.1%
Lastminute Network S.L.................. Spain Marketer 30.0%
Lastminute.com (Pty) Limited............ South Africa Marketer 25.1%
Lastminute.com Japan Limited............ Japan Non trading 32.9%
- ---------------
(1) directly held by lastminute.com plc
PROPERTY, PLANTS AND EQUIPMENT
FACILITIES
Our principal offices are located at 4 Buckingham Gate, London SW1E 6JP,
United Kingdom and have a floor area of approximately 21,000 square feet.
We also lease office space in:
o France, located at 12, avenue des Beguines, 95800 Cergy Saint
Christophe
o Germany, located at Kirchenstrasse 68, 81675 Munich;
o Italy, located at Via Pirelli 32, 20124 Milan;
o Sweden, located at Hantverkargatan 78, 11238 Stockholm;
o The Netherlands, located at Westeinde 14, 1017 ZP, Amsterdam;
All our offices are used solely for the purposes of the operation and
administration of our businesses, although certain of our hardware for our
hosted servers are maintained at locations of our suppliers. For further
information on our operating lease commitments please refer to note 20 of notes
to the financial statements.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion of our financial condition and results of
operations should be read in conjunction with the financial statements and
related notes thereto included elsewhere in this Annual Report. This discussion
and analysis is based on our financial statements, which have been prepared in
accordance with UK GAAP. A discussion of the principal differences between UK
GAAP and US GAAP, in so far as they affect net income and shareholders' equity,
is set out in note 29 of notes to the financial statements.
OVERVIEW
Last Minute Network Limited was incorporated in England and Wales on April
1, 1998 as a private limited company and commenced offering products and
services on the lastminute.com web site in October 1998. lastminute.com plc was
incorporated in England and Wales on October 1, 1999 as a private company with
the name Vibetron Limited, which was changed to lastminute.com Limited. In
February 2000, the Company implemented a share capital reorganisation whereby
the shares of Last Minute Network Limited were exchanged for shares in
lastminute.com Limited having equivalent rights and restrictions. Subsequently,
lastminute.com Limited re-registered as a public limited company, lastminute.com
plc, which completed its Initial Public Offering, including listings in London
and New York, in March 2000.
The Company's primary activities during the period prior to launch of the
United Kingdom version of the lastminute.com web site consisted of creating our
web site, recruiting and training employees, developing a business model,
implementing systems to support the business model, developing relationships
with suppliers and developing the lastminute.com brand. Operations commenced on
October 1, 1998 on the United Kingdom web site with the sale of last minute
deals on flight and hotel room reservations, entertainment and gifts. Since that
time, the business has grown significantly and now offers last minute
opportunities for travel services, including flight bookings, hotel room
reservations, car hire and package holidays; leisure, including entertainment
events, restaurant reservations and services; gifts; auctions; specialities and
eating-in services.
We commenced operations on the French version of our web site in September
1999, the German version in October 1999, the Swedish version in December 1999
and the Australian version in August 2000. During the year ended September 30,
2001 we launched operations in Spain, Italy and The Netherlands and
substantially increased our French offering through the acquisition of
Degriftour. We are continuing our strategy of focusing on the core markets of
the United Kingdom, France and Germany, whilst at the same time growing non-core
satellite markets.
ACQUISITIONS
On October 23, 2000, we formally completed the acquisition of the entire
issued share capital of the Degriftour Group. Goodwill arising on the
transaction amounted to pound sterling 58.6 million under UK GAAP and is being
amortised on a straight-line basis over four years. Effective management control
of Degriftour passed to us on September 30, 2000 and accordingly our
consolidated balance sheet as at September 30, 2000 and 2001 incorporates the
assets and liabilities of the Degriftour group of companies. See note 15 of
notes to the financial statements.
On October 23, 2000, the date of completion, we paid in cash, as part
consideration for the acquisition of the Degriftour group of companies, 35
million euros (pound sterling 21.4 million). On the same day, 19,700,000 new
pound sterling 0.01 ordinary shares were issued at a market value of pound
sterling 1.39 per share also in consideration for the acquisition. On October
23, 2001 the final deferred consideration for the acquisition of 10 million
euros (pound sterling 6.3 million) was paid.
The profit and loss account and statement of cash flows do not include any
results for the Degriftour Group for the year ended September 30, 2000. The
pro-forma total transaction value and gross profit, as if the Degriftour Group
had been part of lastminute.com for the full year ended September 30, 2000, were
approximately pound sterling 91 million and pound sterling 12.7 million
respectively.
On July 13, 2001, the Group acquired Urbanbite Limited for a consideration
which was satisfied by the issue of 442,151 new ordinary shares at 33.9p each in
lastminute.com plc. Goodwill arising on the acquisition has been capitalised and
is being amortised over four years. The investment has been included in the
consolidated financial statements using the acquisition method of accounting
from July 13, 2001. The Directors do not consider this to be a material
acquisition. Refer to note 15 of notes to the financial statements.
JOINT VENTURES
In August 2000 we launched a fully localised Australian version of the web
site. During the financial year ended September 30, 2001 following the granting
of local regulatory approval, our South African version commenced operations.
The Australian and South African operations are treated as joint ventures
because board control is split between the respective investing entities.
On September 1, 2001 the Group entered into a joint venture agreement with
Sol Melia Travel S.A. in relation to its Spanish entity. The joint venture was
established by Sol Melia Travel S.A. subscribing for an interest of 70% in
Lastminute Network S.L. for 429,000 euros in cash. Lastminute Network S.L. was
previously a 100% trading subsidiary of the Group. The Group now holds 30% of
the share capital of the Spanish company and its investment in the company is
treated as a joint venture because the board control is split between the
investing entities. Both parties have the power of veto over any major decision.
DEFINITIONS
Key factors in understanding the results of the Group's operations are
total transaction value (TTV), turnover and gross margin, and the relationships
among these variables. The following definitions apply:
Total Transaction Value (TTV)
TTV, which is stated net of value added tax and associated taxes, does not
represent the Group's turnover. In the majority of transactions, where the Group
acts as agent or cash collector, TTV represents the price at which goods or
services have been sold across the Group's various platforms. In other cases,
for example the reservation of restaurant tables, a flat fee is earned,
irrespective of the value of goods or services provided. In such cases TTV
represents the flat fee commission earned. In the small number of cases where
the Group acts as principal, TTV represents the price at which goods or services
have been sold across the Group's various platforms.
Turnover
Turnover consists of commissions earned on products and services sold,
including airline tickets, hotel room reservations, package holidays, tickets to
entertainment events, restaurant reservations and gifts, as well as the value of
the transactions in the limited instances where we acted as principal, mainly in
connection with sales of some entertainment tickets.
In the majority of cases, we do not take ownership of the products being
sold and act as agent, receiving a commission from the supplier of the products
being sold while assuming no inventory risk. In these cases, turnover represents
commission earned, less amounts due or paid on any commission shared. In a
limited number of cases, we act as principal, and purchase the products for
resale. Where we act as principal, turnover represents the price at which the
products are sold across the web site. Additional revenue streams (e.g.
sponsorship and advertising) also contribute to turnover.
Turnover is recognised once charges to the customer's credit card have been
made, except for travel as noted below, and is stated exclusive of value added
tax and associated taxes. Travel turnover is recognised at the date of departure
of the customer.
When we act on an agency basis, we do not receive payment for the sale, but
are paid a direct commission from the supplier. We verify that the credit card
being used by the customer is valid, but the supplier authorises the purchase
and pays the transaction fee on the credit card. The cash-collector sales model
is similar to a consignment framework. Although we collect payment for the sale
of merchandise or vouchers, we do not carry any inventory risk. When we act on a
cash-collector basis, we authorise the purchase and pay transaction fees on the
credit card; however, we may also benefit from a higher commission from the
supplier. In limited instances, usually with respect to entertainment tickets,
we act as principal, where we take inventory risk and recognise as turnover the
entire value of the transaction. Whether we act as agent, cash-collector or
principal, turnover is recognised once charges to the customer's credit card
have been made or payment is received, except in the case of travel, which is
discussed above.
We generally earn industry standard commissions on most of the products we
offer on our web site, which vary by industry segment. However, from time to
time for strategic reasons, we have entered into, and may in the future enter
into, arrangements with our suppliers to accept commissions that are lower than
industry standards, which may have an adverse effect on our turnover.
Cost of Sales
Cost of sales principally represents the cost of entertainment tickets
purchased in transactions where we act as principal.
Gross Margin
Gross margin is defined as gross profit over total transaction value.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
lastminute.com's operating and financial review and prospects are based
upon lastminute.com's consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United Kingdom. The preparation of these financial statements requires
lastminute.com to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenues and expenses. On an on-going basis,
lastminute.com evaluates its estimates, including those related to intangible
assets. lastminute.com bases its estimates on historical experience and on
various other assumptions that are believed to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates under different
assumptions or conditions.
lastminute.com believes the following critical accounting policies affect
its more significant judgments and estimates used in the preparation of its
consolidated financial statements.
lastminute.com reviews goodwill for signs of impairment at the end of the
first full year following the acquisition and in other periods if events or
changes in circumstances indicate that the carrying value may not be recovered.
Future adverse changes in market conditions or poor operating results of
underlying investments could result in an inability to recover the carrying
value of goodwill that may not be reflected in the current carrying value,
thereby possibly requiring an impairment charge in the future.
IMPACT OF CURRENCY FLUCTUATIONS
The Company's functional currency and that of Last Minute Network Limited,
our principal U.K. operating subsidiary, is pounds sterling. The functional
currency of Last Minute Network S.A.R.L., and the Degriftour Group was the
French franc until December 31, 2001 (euros from January 1, 2002). Approximately
90% of our turnover and operating expenses were denominated in either pounds
sterling or French francs until December 31, 2001. However, we have established
web sites in nine countries - the United Kingdom, France, Germany, Sweden, Italy
and The Netherlands, and through joint venture agreements in Australia, South
Africa and Spain and we intend to expand into other geographical regions. In
connection with our international growth, we anticipate that turnover derived
from the non-United Kingdom versions of our web site will be generally
denominated in the currency associated with the country or region targeted by
the relevant version. Likewise, we expect a significant portion of our operating
expenses relating to our operations outside the United Kingdom to be denominated
in local currencies.
Transaction revenues and expenses in a foreign currency are recorded at the
average rate of exchange for the month during which the transaction or expense
occurs. Monetary assets and liabilities denominated in foreign currencies are
translated at the rate of exchange at the balance sheet date. Exchange
differences arising from the retranslation of opening net assets denominated in
foreign currencies to period end rates are taken direct to shareholders' funds.
All other exchange differences are charged or credited to income.
As a result of the significant investment in its French subsidiaries, the
Group's balance sheet could be significantly affected by movements in the
euro/sterling exchange rate. The Group has not sought to hedge against this
structural currency risk due to the relatively stable nature of the relationship
between the two currencies. See note 22 of notes to the financial statements.
OPERATING RESULTS
1999 % CHANGE 2000 % CHANGE 2001
-------- -------- -------- -------- --------
(L THOUSANDS)
Total transaction value (TTV)............... 2,647 1,192% 34,189 263% 124,210
Group turnover.............................. 195 1,818% 3,740 391% 18,369
Cost of sales............................... 18 2,127% 401 191% 1,165
------ ------- --------
Gross profit................................ 177 1,786% 3,339 415% 17,204
------ ------- --------
Gross margin................................ 6.7% 9.8% 13.9%
Operating costs before depreciation and 4,711 780% 41,473 23% 50,794
amortisation................................
Depreciation................................ 33 3891% 1,317 564% 8,744
Goodwill amortisation....................... -- -- 14,660
------ ------ --------
Total operating costs....................... 4,744 42,790 74,198
------ ------ --------
Group operating loss (4,567) (39,451) (56,994)
Share of operating loss in joint ventures... - (75) (196)
Interest receivable......................... 68 3,777 3,480
Interest payable and similar charges........ (1) (41) (36)
Tax on loss on ordinary activities.......... - - 158
------ ------- --------
Loss for the financial year................. (4,500) 695% (35,790) 50% (53,588)
====== ======= ========
YEAR ENDED SEPTEMBER 30, 2001 COMPARED WITH YEAR ENDED SEPTEMBER 30, 2000
Total Transaction Value (TTV) and Turnover
TTV of products and services sold through our website and other electronic
platforms for the year ended September 30, 2001 was pound sterling 124.2 million
compared to pound sterling 34.2 million for the year ended September 30, 2000.
Turnover for the year ended September 30, 2001 was pound sterling 18.4 million,
compared to pound sterling 3.7 million for the year ended September 30, 2000.
These increases were achieved as a result of our international expansion,
increased conversion of registered subscribers to customers, increased average
spend per item sold as well as the expansion of products and services available
to our customers.
For the year ended September 30, 2001, 62.5% of our turnover was derived
from sales outside the United Kingdom compared to 17.5% in the prior year,
predominantly as a result of the acquisition of the Degriftour Group and the
increased investment in overseas operations.
Cost of Sales
Total cost of sales for the year ended September 30, 2001 amounted to pound
sterling 1.2 million, compared to pound sterling 0.4 million for the year ended
September 30, 2000. The increase in cost of sales was primarily due to the
increased number of entertainment tickets purchased by us as principal for
resale. The low level of cost of sales relative to TTV and turnover continues to
reflect the low level of risk inventory carried by the Group.
Gross Profit and Gross Margin
Gross profit for the year ended September 30, 2001 was pound sterling 17.2
million, compared to pound sterling 3.3 million for the ended September 30,
2000.
Gross margin has grown from 9.8% for the ended September 30, 2000 to 13.9%
for the year ended September 30, 2001. This increase not only reflects the
success in raising our advertising and sponsorship revenues but also
demonstrates the benefits accruing from the improved relationships and
arrangements with suppliers brought about through scale and negotiation.
Operating Costs before Depreciation and Amortisation
2000 % CHANGE 2001
------ -------- ------
(L THOUSANDS)
OPERATING COSTS BEFORE DEPRECIATION AND
AMORTISATION
Product development........................ 8,551 (10%) 7,680
Sales and marketing........................ 19,076 41% 26,860
General and administration................. 9,176 70% 15,641
Non-cash share-based compensation.......... 4,582 (74%) 1,181
National insurance provision............... 88 (745%) (568)
------ ------
41,473 50,794
====== ======
Product Development
Product development expenses consist of the costs associated with
maintaining our technology platform, personnel costs, web hosting fees, software
license fees and other expenses associated with the ongoing operations of our
website and associated electronic platforms. Costs are expensed as incurred.
Costs incurred in developing software for internal use, which have
measurable economic viability, are capitalised when the software reaches the
application development stage and are amortised over the expected useful life of
the software, which is between two to three years. Costs incurred in developing
and enhancing the website are capitalised as incurred if the measurable economic
viability of the expenditure can be determined and are amortised over the
expected useful life of the web site, which is between two to three years.
During the year, we capitalised pound sterling 5.3 million of website
development costs (2000: pound sterling 6.5 million).
Product development expenses for the year ended September 30, 2001, before
any charges for non-cash share-based compensation and the provision for National
Insurance, were pound sterling 7.7 million, a decrease of 10% from pound
sterling 8.6 million for the year ended September 30, 2000. This reduction
reflects the commitment to continue to reduce costs as we move forward towards
profitability. The decrease represents the Group's shift in focus from the
establishment of our web site platform (which was completed in October 2000) to
ongoing maintenance of that and other technology platforms.
Sales and Marketing
Sales and marketing expenses include:
o off-line advertising expenses, such as radio, newspaper and other
print advertising and outdoor media;
o on-line advertising expenses, including fees paid to maintain links
from our on-line marketing partners' web sites and commissions paid to
our on-line marketing partners on purchases made by customers who were
referred from their web sites;
o compensation for our sales and marketing personnel;
o ticketing expenses and credit card verification and processing fees;
o provisions for redemption of Award Minutes, a customer loyalty scheme
introduced in 1999; and
o customer service.
We expense the cost of advertising at the time production occurs and
expense the cost of communication advertising in the period in which the
advertising space or airtime is used.
Total sales and marketing expenses for the year ended September 30, 2001,
before any charges for non-cash share-based compensation and the provision for
National Insurance, were pound sterling 26.9 million, an increase of 41% from
pound sterling 19.1 million for the year ended September 30, 2000. This reflects
the increased scale of the business during the year. However, sales and
marketing expenses fell as a proportion of TTV from 55.8% in 2000 to 21.6% in
2001 as we leveraged our fixed cost base across a wider income stream.
General and Administration
General and administration costs consist primarily of compensation for
financial, human resources and administrative personnel fees for outside
professionals, telecommunications and other overhead costs, including occupancy
expense. General and administration costs for the current year, before any
charges for non-cash share-based compensation and the provision for National
Insurance, increased due to the increased scale of business to pound sterling
15.6 million for the year ending September 30, 2001 from pound sterling 9.2
million for the year ending September 30, 2000, falling as a percentage of TTV
from 26.8% to 12.6%.
Non-cash Share-based Compensation
Non-cash share-based compensation is based on the difference between the
exercise price of share options granted under the Group's share option schemes
and the market value of the underlying ordinary shares at the date of grant. A
non-cash charge of pound sterling 1.2 million was recorded as an expense for the
year ended September 30, 2001, compared to pound sterling 4.6 million for the
year ended September 30, 2000. The decrease in the charge during the year is
primarily due to option lapses.
National Insurance Provision
The Group provides for National Insurance contributions on options granted
to U.K. employees under its share option schemes and the provision is directly
linked to the Company's share price. A credit of pound sterling 0.6 million for
National Insurance contributions in relation to share-based compensation was
recorded during the year ended September 30, 2001, compared to a charge for the
year ended September 30, 2000 of pound sterling 0.1 million, due to a fall in
the Company's share price at September 30, 2001 compared to September 30, 2000.
Depreciation
The depreciation charge relates to the depreciation of computer systems,
equipment and computer software. Depreciation amounted to pound sterling 8.7
million for the year ended September 30, 2001 compared to pound sterling 1.3
million for the year ended September 30, 2000. Charges have increased during the
year reflecting the start of depreciation on the capital expenditure relating to
our web site platform, the development of which was completed in early October
2000.
Goodwill Amortisation
For the year ended September 30, 2001 goodwill amortisation totalled pound
sterling 14.7 million in relation to the acquisitions of the Degriftour Group
and Urbanbite Limited (2000: nil). Goodwill is being amortised over four year
periods from the respective dates of acquisition.
Interest Receivable
Interest receivable consists primarily of interest income on cash held.
Interest income decreased by 8% to pound sterling 3.5 million for the year ended
September 31, 2001 from pound sterling 3.8 million for the year ended September
30, 2000. For the year ended September 30, 2001 interest income decreased due to
lower interest rates for deposits and reduced cash balances held.
Tax on Loss on Ordinary Activities
As a result of the loss for the years ended September 30, 2001 and 2000, no
U.K. corporation tax charge arose. A pound sterling 158,000 overseas corporation
tax credit arose in the year ended September 30, 2001 as a result of the French
losses from Degriftour. At September 30, 2001 the Group has estimated tax losses
of pound sterling 59.7 million (2000: pound sterling 31.9 million) available to
carry forward without expiry and to offset against future trading profits.
Loss for the Financial Year
The loss on ordinary activities for the year ended September 30, 2001 was
pound sterling 53.6 million compared to a loss of pound sterling 35.8 million
for year ended September 30, 2000, for the reasons stated above. The loss for
the year includes a share of the operating losses from the joint ventures
operated in Australia, South Africa and, from September 1, 2001, Spain.
Loss per Share
The Group's loss per share for the year ended September 30, 2001 (31.50)p
per share, or (157.50)p per ADS for the year ended September 30, 2001, compared
to a loss of (36.39)p per share or (181.95)p per ADS, in the year ended
September 30, 2000.
YEAR ENDED SEPTEMBER 30, 2000 COMPARED WITH YEAR ENDED SEPTEMBER 30, 1999
Total Transaction Value (TTV) and Turnover
TTV of products and services sold through our website and other electronic
platforms for the year ended September 30, 2000 was pound sterling 34.2 million
compared to pound sterling 2.6 million for the year ended September 30, 1999.
Turnover for the year ended September 30, 2000 was pound sterling 3.7
million, compared to pound sterling 195,000 for the year ended September 30,
1999. TTV and turnover in 2000 increased due to the expansion of products and
services available through our web site and, as market awareness and
functionality of our web site improved, the increase in items sold due to the
growth of our customer and registered subscriber bases. In addition, a new
revenue stream commenced in 2000 from the sponsorship of our weekly e-mail and
from advertisements placed on our web sites. The increase in turnover in 2000
was also due to the launch and subsequent growth of the operations in Germany,
France and Sweden.
For the year ended September 30, 2000, 17.5% of our turnover was derived
from sales outside the United Kingdom. In previous periods, our entire turnover
was derived from sales within the United Kingdom.
Cost of Sales
Total costs of sales for the year ended September 30, 2000 amounted to
pound sterling 0.4 million, compared to pound sterling 18,000 for the year ended
September 30, 1999. The increase in cost of sales was primarily due to the
increased number of entertainment tickets purchased by us as principal for
resale. The low level of cost of sales relative to TTV reflected the low level
of inventory risk taken by us.
Gross Profit and Gross Margin
Gross profit for the year ended September 30, 2000 was pound sterling 3.3
million, compared to pound sterling 177,000 for the year ended September 30,
1999. Gross profit increased in 2000 reflecting our increased sales volume and
income earned from the sponsorship of our weekly e-mail and from advertisements
placed on our web sites that contributed to turnover and gross profit.
Gross margin for the year ended September 30, 2000, increased by 3.1
percentage points to 9.8% from 6.7% for the year ended September 30, 1999. The
increased gross margin reflects higher commission rates negotiated with our
suppliers as well as the introduction of sponsorship and advertising as new
revenue streams.
Operating Costs before Depreciation and Amortisation
1999 % CHANGE 2000
------ -------- ------
(L THOUSANDS)
OPERATING COSTS BEFORE DEPRECIATION AND
AMORTISATION
Product development........................ 1,085 688% 8,551
Sales and marketing........................ 1,181 1,515% 19,076
General and administration................. 1,173 682% 9,176
Non-cash share-based compensation.......... 672 582% 4,582
National insurance provision............... 600 (85%) 88
------ ------
4,711 41,473
====== ======
Product Development
Product development expenses for the year ended September 30, 2000, before
any charges for non-cash share-based compensation and the provision for National
Insurance, were pound sterling 8.6 million, an increase from pound sterling 1.1
million for the year ended September 30, 1999. In 2000, these expenses increased
due to the build, testing, and release of the new architecture as well as the
continued investment in new platform technologies, e.g. WAP (Wireless
Application Protocol) and IVR (Interactive Voice Recognition). The majority of
these costs are expensed as incurred. However, with respect to expenses relating
to our new architecture, during the year ended September 30, 2000 we capitalised
pound sterling 6.5 million of costs as the site upgrade had reached application
development stage, which are being amortised over two years.
In 1999, product development expenses were comprised primarily of
compensation to our information technology staff and payments to outside
contractors, web hosting and Internet communications and other expenses
associated with operating our web site.
Sales and Marketing
Sales and marketing expenses for the year ended September 30, 2000, before
any charges for non-cash share-based compensation and the provision for National
Insurance, were pound sterling 19.1 million, an increase from pound sterling 1.2
million for the year ended September 30, 1999. The increase in 2000 was
primarily due to increased payroll, increases in our advertising and promotional
expenditures and our expansion outside the United Kingdom.
General and Administration
General and administration costs, excluding any charges for non-cash
share-based compensation and amounts provided for National Insurance
contributions, for the year ended September 30, 2000 increased to pound sterling
9.2 million from pound sterling 1.2 million for the year ended September 30,
1999. This increase in general and administrative costs results from the
development in our infrastructure in the United Kingdom and France and in
relation to the start-up costs for the Spanish, Dutch and Italian operations,
and the hiring of additional staff to support our increased transaction volume.
Non-cash Share-based Compensation
A non-cash charge of pound sterling 4.6 million was recorded as an expense
for the year ended September 30, 2000, compared to pound sterling 0.7 million
for the year ended September 30, 1999. The increase in the charge during the
year ended September 30, 2000 is due to further options being granted.
National Insurance Provision
A provision of pound sterling 0.1 million for National Insurance
contributions in relation to share-based compensation was recorded as an expense
during the year ended September 30, 2000, compared to a charge for National
Insurance on employee stock options for the year ended September 30, 1999 of
pound sterling 0.6 million. The reduction in the charge in 2000 arose primarily
from the implementation of new accounting guidance (UITF Abstract 25, "National
Insurance on share option gains").
Depreciation
Due to commencement of trading and growth in overseas operations the
depreciation expense increased from pound sterling 33,000 in the year ended
September 30, 1999 to pound sterling 1.3 million in the year ended September 30,
2000.
Interest Receivable
Interest receivable increased to pound sterling 3.8 million for the year
ended September 30, 2000 from pound sterling 0.1 million for the year ended
September 30, 1999. Interest receivable for the year ended September 30, 2000
increased significantly as a result of the proceeds received from our initial
public offering in March 2000.
Tax on Loss on Ordinary Activities
As a result of the loss for the years ended September 30, 2000 and 1999, no
U.K. corporation tax charge arose.
Loss for the Financial Year
The loss on ordinary activities for the year ended September 30, 2000 was
pound sterling 35.8 million compared to pound sterling 4.5 million for the year
ended September 30, 1999, for the reasons stated above.
Loss per Share
The Group's loss per share for the year ended September 30, 2000 was
(36.39)p per share, or (181.95)p per ADS, compared to a loss of (13.51)p per
share, or (67.55)p per ADS, in the year ending September 30, 1999. The loss per
share amount has been based on
the weighted average number of ordinary shares in issue during the year adjusted
for the effects of the 284 for 1 bonus issue on February 15, 2000.
LIQUIDITY AND CAPITAL RESOURCES
Initially, we financed our operations primarily through the issue of
ordinary and redeemable convertible preference shares. Our net proceeds from
financing activities from April 1, 1998 to September 30, 2001 were approximately
pound sterling 149 million.
After inception, our first capital increase consisted of an issuance of
preference shares, which raised pound sterling 600,000 from four private equity
firms, Cheetah International Investments Limited, with Arts Alliance Advisors
acting as its investment adviser, NewMedia Investors Limited, Venture Partners
and Innovacom 3, and pound sterling 350,000 raised through a bridge loan from
Cheetah International Investments Limited, Venture Partners and Innovacom 3.
In May and June 1999, we converted the pound sterling 350,000 bridge loan
into preference shares at a 25% discount and raised pound sterling 6.0 million
additional capital through the issuance of ordinary and preference shares to our
existing shareholders and key employees, corporate and institutional investors,
including Intel Corporation and a group of private equity firms, including
Amadeus Capital Partners Limited, Global Retail Partners, L.P. and T-Telematik
Venture Beteiligungsgesellschaft GmbH. NewMedia Investors Limited acted as our
financial adviser in connection with our May 1999 financing.
In August 1999, we agreed the terms of our third capital increase, which
was completed in November 1999. Our existing shareholders that exercised their
rights to acquire additional ordinary and preference shares provided $5.0
million, or pound sterling 3.1 million, and Morgan Stanley Dean Witter Equity
Funding, Inc. provided $2.5 million, or pound sterling 1.6 million. In a second
payment related to this purchase, Morgan Stanley Dean Witter Equity Funding,
Inc. paid $2,124,151 to us on the closing of the initial public offering. Morgan
Stanley & Co. International Limited, an affiliate of Morgan Stanley Dean Witter
Equity Funding, Inc., has also served as our financial adviser.
On February 4, 2000, we completed a private placement of preference shares
to strategic partners that we considered to be key to our business. This private
placement raised cash proceeds of approximately $30 million, or approximately
pound sterling 18.5 million. The new investors were BAA plc, Bass PLC (now Six
Continents PLC), Mitsubishi Corporation Finance plc, Priceline.com Inc., Sony
Music, Sheraton International Inc. and Viventures FCPR. Each of the new
strategic investors purchased shares for cash at a price of $2.16 (restated for
the 284 for 1 bonus issue). In the case of BAA plc, in addition to the shares it
purchased for cash, we were given in-kind consideration consisting of marketing
support with a value of $750,000. In this fourth round of financing, we raised
an additional amount of approximately $10 million, or approximately pound
sterling 6.2 million, through the issuance of ordinary and preference shares to
some of our existing shareholders that exercised their rights to acquire
additional ordinary and preference shares, as the case may be. In our fourth
round of financing, Preference A shares were allotted to our existing
shareholders, Cheetah International Investments Limited, Innovacom 3, and
Venture Partners Multimedia ASA. Our existing shareholders, except as disclosed
below, and Venture Partners Multimedia ASA were allotted Preference A shares for
cash at a price of $2.16 per share. Innovacom 3 was allotted Preference A shares
for cash at a price of $1.19, pursuant to the shareholders' agreement dated
November 16, 1999. Cheetah International Investments Limited was allotted shares
for cash at a price of $2.16 and $1.19 pursuant to the shareholders' agreement
dated November 16, 1999.
Our shares have been listed on the Official List of the U.K. Listing
Authority and traded on the London Stock Exchange and our ADSs have been quoted
on the Nasdaq National Market since March 21, 2000. The total proceeds to us
from the offering were approximately pound sterling 125.4 million, before
expenses.
During the year to September 30, 2001, the Company issued a total of
22,803,952 shares as follows, principally as consideration for the acquisitions
of Degriftour and Urbanbite to assist the Company's growth:
Issued on acquisition of Degriftour Group 19,700,000
Issued on acquisition of Urbanbite Limited 442,151
Issued on exercise of share options 2,661,801
At September 30, 2001 our employees and Directors had options outstanding
over 18,293,229 of our shares that are exercisable at a weighted average
exercise price of 42.33 pence per share.
As at September 30, 2001 the net cash position of the Group stood at pound
sterling 46.6 million compared to pound sterling 103.7 million as at September
30, 2000. The reduction in net cash is due to consideration paid in October 2000
totalling pound sterling 21.4 million in respect of the acquisition of
Degriftour and operating cash outflows generally. Cash is placed on deposit with
AAA/AA rated credit institutions and earns competitive rates of interest. Net
cash outflow from operating activities for the year ended September 30, 2001 was
pound sterling 31.1 million compared to pound sterling 34.7 million for the year
ended September 30, 2000. This reduction in cash outflow from operating
activities is consistent with the increase in the scale of business during the
year and the increased contribution from trading.
As at September 30, 2000, before accounting for the cash payable in respect
of the acquisition of the Degriftour Group, the net cash position of
lastminute.com stood at pound sterling 103.7 million, compared to pound sterling
4.3 million as at September 30, 1999. The increase in the net cash position was
due to the balance of funds received from the private placement of our shares in
November 1999 and February 2000 as well as funds received from the sale of
shares in the initial public offering in March 2000. Net cash outflow from
operating activities for the year ended September 30, 2000 was pound sterling
34.7 million, compared to pound sterling 1.9 million for the year ended
September 30, 1999. This increase in net cash outflow from operating activities
reflects the investment in new business and growth of the business generally.
At December 31, 2001 the cash position of the Group stood at pound sterling
36.5 million. The decrease of pound sterling 10.1 million from September 30,
2001 includes the pound sterling 6.3 million payment in October 2001, as agreed
in the original sale documentation, in relation to the final payment of deferred
consideration relating to the Degriftour acquisition.
We believe that existing cash and cash equivalents, as well as cash flows
from operations, will be sufficient to meet our anticipated cash needs for
working capital and capital expenditure for at least 12 months from the date of
this document. Our capital requirements will depend on a number of factors,
including the amount of resources devoted to brand promotion and rapid
expansion, to respond to competitive pressures, or to acquire complementary
businesses, technologies or services. We may raise additional funds through
public or private financing, strategic alliances or other arrangements. We may
not be able to raise additional funding. Further, any additional equity
financing may be dilutive to shareholders, and debt financing, if available, may
involve restrictive covenants. Our failure to raise capital when needed may harm
our business and operating results.
We currently have no floating rate indebtedness and hold no derivative
instruments. Accordingly, changes in interest rates do not generally have a
direct effect on our financial position except with respect to the returns on
our cash position. However, we would be affected by any changes in interest
rates that affect general economic conditions.
As of September 30, 2001 (and subsequent to this date up to March 6, 2002)
the Group had no material commitments for capital expenditures, except as stated
in note 25 of notes to the financial statements.
RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES, ETC.
No material research and development costs have been incurred by the Group
other than the amounts capitalised as detailed in "Item 5 - Operating Expenses -
Product Development" above.
Please see "Item 3 - Risk Factors - rapid technological changes,
third-party ticketing agents licence accreditations, domain names, trade marks
and intellectual property" paragraphs and "Item 4 - Intellectual Property" and
"Regulation."
TREND INFORMATION
For the three months ended December 31, 2001, the Group has continued the
significant progress made during the year ended September 30, 2001. We have
maintained the important trend in substantially reducing quarter-on-quarter and
year-on-year, operating cash outflows and we continue on track to deliver
operational profitability in our United Kingdom and French businesses in the
April to June 2002 quarter. Trading for the new financial year has started in
line with the Board's expectations and we believe that we can look forward to
strong growth for the remainder of the financial year.
For the three months ended December 31, 2001 our total transaction value
was pound sterling 31.7 million, our turnover was pound sterling 4.8 million and
we incurred net losses of pound sterling 7.2 million (excluding the amortisation
of goodwill arising on acquisitions).
Losses before interest, taxation, depreciation and goodwill amortisation
have reduced by 10.8% during the quarter ended December 31, 2001 compared with
the quarter ended September 30, 2001 to pound sterling 5.1 million and compared
to the quarter ended September 30, 2000 by 52.2%. These significant improvements
have been achieved through an increase in the scale of transactions
and contributions from gross margin, together with major cost reductions.
Despite the quarter ended December 31, 2001 being the seasonally weakest quarter
for the key travel sector, we have delivered a reduction of 4.7% in operating
losses to pound sterling 11.1 million compared with the quarter ended September
30, 2001, the strongest TTV quarter.
Operating costs before depreciation and goodwill amortisation have fallen
significantly during the quarter ended December 31, 2001 reflecting our ongoing
focus on efficiency improvements and the benefit from the cost reduction
programmes introduced during the second half of the previous financial year.
Total operating costs before depreciation and goodwill amortisation for the
quarter ended December 31, 2001 have shown a decrease, both against the
equivalent costs for the quarter ended December 31, 2000 and against the quarter
ended September 30, 2001, of pound sterling 3.9 million and pound sterling 2.6
million (28.9% and 21.4%) respectively to pound sterling 9.6 million.
Sales and marketing costs as a percentage of TTV have fallen from 35.6% to
15.9% during the quarter ended December 31, 2001 compared with the quarter ended
December 31, 2000.
General and administration costs reduced by 25.3% to pound sterling 3.0
million in the quarter ended December 31, 2001 compared to the quarter ended
September 30, 2001, product development costs have fallen by 30.3% to pound
sterling 1.6 million and sales and marketing costs have decreased by 15.9% to
pound sterling 5.1 million. Over the course of the financial year ending
September 30, 2002 we expect to see ongoing efficiency improvements and further
benefits from the cost reduction programmes introduced in the previous financial
year. However, we continue to invest appropriately in our core technology and
the development of the brand to create competitive advantage.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
DIRECTORS AND SENIOR MANAGEMENT
The Directors of lastminute.com plc and their ages and positions are:
NAME AGE POSITION
- ------------------------------- --- ----------------------------------------
Allan Leighton................. 48 Chairman and Non-Executive Director
Brent Hoberman................. 33 Co-founder, Chief Executive Officer and
Director
Martha Lane Fox................ 29 Co-founder, Group Managing Director and
Director
David Howell................... 52 Chief Financial Officer and Director
Robert Collier................. 62 Vice Chairman and Non-Executive Director
Brian Collie................... 47 Non-Executive Director
Laurent Laffy.................. 39 Non-Executive Director
Linda Fayne Levinson........... 59 Non-Executive Director
The senior management of lastminute.com plc and their ages and positions
are:
NAME AGE POSITION
- ------------------------------- --- -------------------------
David Kelly.................... 38 Chief Operating Officer
Nigel Beighton................. 37 Chief Technology Officer
Helen Baker.................... 36 Managing Director - UK
Denis Philipon................. 35 Managing Director - France
Simon Watkins.................. 38 Group Company Secretary
ALLAN LEIGHTON was appointed to our Board on October 20, 2000 as
Non-Executive Chairman. He is also the Chairman of British Home Stores Limited,
Cannons Group, Wilson Connolly Holdings plc and Consignia plc, Deputy Chairman
of Leeds Sporting plc, and a Non-Executive Director of Dyson Limited, BSkyB plc,
George Weston Limited and Scottish Power plc. He worked at Asda Group from June
1992 to November 2000, and was Group Chief Executive from 1996 to 2000. He was
named President and Chief Executive Officer of Wal-Mart Europe after Wal-Mart,
Inc. took over Asda Group plc. Prior to joining Asda, he worked at the Mars
Corporation from 1974 to 1992 where he was Marketing and Sales Director of
Pedigree Petfoods from 1991 to 1992.
BRENT HOBERMAN is the Chief Executive Officer of the Company. He was a
Co-Founder of lastminute.com and has been an Executive Director of the Company
since February 2000 and of Last Minute Network Limited since inception in April
1998. Previously Brent was a Senior Associate at Spectrum Strategy Consultants,
a media and telecom strategy consultancy. He held business development
responsibilities at Line One, an Internet service provider owned by News
International, British Telecom and United News & Media. Brent was also part of
the founding team of the European auction site, QXL. Brent holds an MA from
Oxford University.
MARTHA LANE FOX is Group Managing Director of the Company. She was a
Co-Founder of lastminute.com and has been an Executive Director of the Company
since February 2000 and of Last Minute Network Limited since inception in April
1998. From September 1994 to May 1997, Martha was an Associate at Spectrum
Strategy Consultants, where she specialised in pay television and managed teams
both in the United Kingdom and Asia. From May 1997 to April 1998, she was
Business Development Manager of Carlton Communications. Martha holds an MA from
Oxford University.
DAVID HOWELL was appointed Chief Financial Officer and a Director of
lastminute.com in July 2001. Prior to this appointment he was Group Finance
Director of First Choice Holidays PLC between 1997 and 2001. Previously David
was Group Finance Director of Central Transport Rental Group PLC and Group Chief
Executive of GN Comtext Limited, a subsidiary of GN Great Nordic. Since 1999,
David has also acted as a Non-Executive Director of Nestor Healthcare Group PLC.
ROBERT COLLIER has been Vice Chairman and a Non-Executive Director of the
Company since February 2000, and was previously a Director of Last Minute
Network Limited from October 1998. Since 1998, Robert has been a principal in
RBC Associates. He previously served as a Vice-Chairman of Saison Overseas BV,
the former parent company of Intercontinental Hotels Group, after serving as
Joint Managing Director of Intercontinental Hotels Group from 1994 to 1997. He
is Non-Executive Chairman of both Bristol Golf Club Limited and Myhotels
Limited, and is also a Non-Executive Director of All Hotels.com Limited, Green
Globe Limited, Pegasus Solutions Inc. and London Wasps Holdings PLC.
BRIAN COLLIE was appointed to our Board of Directors as a Non-Executive
Director in February 2000. Brian has been the Group Retail Director of BAA plc
since 1997, responsible for all commercial income at BAA's airports across the
world; he was previously Retail Director at Gatwick Airport. Brian is Chairman
of World Duty Free plc and a Director of the British Institute of Retailing.
LAURENT LAFFY has been a Non-Executive Director of the Company since
February 2000, and was previously a Director of Last Minute Network Limited from
June 1998, serving as Chairman from June 1998 to November 1998. He is a Partner
of Arts Alliance Advisors, which acts as investment adviser to Cheetah
International Investments Limited. Laurent currently serves on the Boards of
Asserta Holdings Limited, Chateau-On-line SA, Kiala SA, LibertyTV.com, PrePay
Technologies Limited, Servista.com Limited and Venture Capital Report Limited.
Laurent has worked in equity research for J. P. Morgan Securities Limited. and
Warburg Dillon Read in London and as a consultant for Bain & Company in Paris
and Sydney. A French national, he is a graduate of Ecole des Hautes Etudes
Commerciales (H.E.C.) in Paris and holds an MBA from Harvard Business School.
LINDA FAYNE LEVINSON has been a Non-Executive Director of the Company since
February 2000, and was previously a Director of Last Minute Network Limited from
June 1999. She has been a partner of GRP Partners, Inc., venture capital firm,
since 1997. From 1994 to 1997, she was President of Fayne Levinson Associates, a
consultancy advising major and early stage corporations on issues of strategy.
Earlier in her career, her experience includes: McKinsey & Company, where she
was the first woman elected Partner; American Express Travel Related Services
Co., Inc. where she was a Senior Vice President responsible for the leisure
travel business; and a Partner of Alfred Checchi Associates Inc. Linda currently
serves on the Boards of Administaff, Inc., Overture Services Inc (formerly
GoTo.com), Jacobs Engineering Group Inc., and NCR Corporation. Linda has a BA
from Barnard College, with a major in Russian Studies; an MA from Harvard
University in Russian Literature and an MBA from the Stern School at New York
University.
DAVID KELLY was appointed Chief Operating Officer in 2001. David joined
lastminute.com as Head of U.K. Operations in February 2000. From February 1999
until joining lastminute.com, David was the Director of Customer Service for
Amazon.co.uk. From 1995 until he assumed his position with Amazon.co.uk, David
was a strategy and marketing professor at City University Business School in
London. David obtained his BA (Hons) from Leicester University in 1986, his MBA
(Distinction) from City University Business School in London in 1995 and his PhD
from City University Business School in London in 1999.
NIGEL BEIGHTON was appointed as Chief Technology Officer in December 2001.
Nigel has over 15 years experience in IT and prior to lastminute.com was CTO and
Director of Operandi, a company he co-founded, offering support and solutions to
venture investments in the IT and telecoms industries. Prior to this, Nigel had
a number of technology-linked roles with Cap Gemini Ernst & Young (UK), finally
as their Head of Strategic Technology. Prior to joining Cap Gemini, Nigel held
various technical roles within The Instruction Set, NCR/AT&T and British Steel.
HELEN BAKER was appointed UK Managing Director in September 2000. Helen
joined lastminute.com as Head of UK Supply in March 2000. Prior to that she
worked in the travel industry, most recently as Director of Marketing and
Service Delivery for Magic Travel Group (part of Granada Plc, and subsequently
Thomson Tour Operations). Helen's previous experience also includes a variety of
marketing and business development roles for Avis UK and Hertz Europe. Helen
speaks fluent French and graduated from Leeds University in 1987 with a joint
honours degree in French and Management Studies.
DENIS PHILIPON was appointed as head of lastminute.com France in April 2000
and since October 2001 has been Managing Director of the combined lastminute.com
France and Degriftour business. Denis started his career in 1992 within the
group Mars Alimentaire, where he held the positions of Sector Manager, Marketing
Merchandising Manager and then Sales Director. In 1996, he joined Pepsi Co. as
Regional Manager for Paris and region, became Commercial Manager and in 1999 was
Development Manager. Denis graduated from European Business School.
SIMON WATKINS was appointed as Group Company Secretary in September 2001.
Prior to joining lastminute.com, Simon held a number of roles with Rank Group
within their Corporate Secretariat from 1989 to 2000, being Assistant Secretary
from 1997, and was responsible for all areas of Global compliance, share schemes
and worked on a number of large corporate transactions. Before 1989, Simon held
a number of Company Secretarial roles in private practice. Simon qualified as a
Chartered Secretary in 1987.
COMPENSATION
REMUNERATION POLICY FOR EXECUTIVE DIRECTORS
lastminute.com's remuneration policy for Executive Directors is to:
- have regard to the Directors' experience, responsibility, and the
nature and complexity of their work in order to pay a competitive
salary that attracts and retains Directors of high calibre;
- have regard to the remuneration at other levels within the Group;
- link individual remuneration packages to our long-term performance
through the award of share options, details of which are provided
below;
- make available defined contribution pension schemes to which the
Director may contribute, and
- provide employment related benefits in kind.
REMUNERATION OF NON-EXECUTIVE DIRECTORS
All Non-Executive Directors have letters of appointment. Allan Leighton,
Brian Collie, Laurent Laffy and Linda Levinson receive reimbursement for
reasonable expenses. Robert Collier receives fees equal to pound sterling 500
per month.
DIRECTORS' AND SENIOR MANAGEMENT REMUNERATION
With the exception of the amounts set out in note 5 of notes in the
financial statements, we do not compensate our other Directors for their
services on the Board of Directors or any committee of the Board of Directors.
The aggregate remuneration paid to and accrued on behalf of all our Directors
and senior management as a group for the year ended September 30, 2001 was pound
sterling 815,263 (2000: pound sterling 379,351), in salaries, fees, commissions
and bonuses. These amounts exclude all pension, retirement and benefits provided
to our Directors, other than those required to be paid or contributed to by law.
These amounts include amounts expended for parking spaces made available to
Directors, but do not include expenses such as business travel, professional and
business association dues and expenses reimbursed. With the exception of the
cash supplement paid in lieu of pension benefits, there were no pension
contributions paid or accrued in respect of the Directors in the year ended
September 30, 2001.
Further information regarding the details of compensation we paid to each of
our Directors for the years ended September 30, 1999, 2000 and 2001 is set out
in note 5 of notes to the financial statements.
BOARD PRACTICES
The dates of appointment of the Board members are discussed within
"Directors and Senior Management" above.
EMPLOYMENT AGREEMENTS
Brent Hoberman and Martha Lane Fox have service contracts with the Company,
each dated February 24, 2000. In these contracts they were granted a salary
increase following our initial public offering. No other Director has received
an increase in basic salary. David Howell has a service agreement with Last
Minute Network Limited dated 21 June 2001.
In addition to basic salary, each Executive Director is entitled to a
supplement of up to 14% of basic salary, which may be taken as cash or by way of
a contribution to their individual pension arrangements and the following
benefits: paid holiday, company sick pay, participation in our private health
and life assurance schemes, and participation in our share schemes.
The service agreements allow us to terminate their employment with
immediate effect by making a payment in lieu of notice based on salary that
would have been payable during the notice period, which is six months.
No part of the remuneration package of Brent Hoberman or Martha Lane Fox is
performance related with the exception of a bonus that may be payable at the
discretion of the Remuneration Committee. David Howell is entitled to a
discretionary annual bonus of up to 30% of basic salary depending on individual
and company performance against set targets. Any bonus may be paid in cash or
shares at the option of the Director.
The service agreements provide for, amongst other things, each of the
individuals to render their services to us on a full time basis or, if we
request, to one of our subsidiaries or affiliates. In addition, the employment
agreements contain an express obligation of confidentiality in respect of our
trade secrets and confidential information and provide that we will own any
intellectual property rights created by any Director in the course of their
employment. The agreements also contain restrictive covenants, which prevent the
employees from competing with us and soliciting key customers and employees of
ours and our group companies, in the case of Brent
Hoberman and Martha Lane Fox for a period of twelve months following the
termination of employment and in the case of David Howell, for a period of six
months following termination of employment.
The Non-Executive Directors have letters of appointment with us. They will
be re-elected at regular intervals and at least every three years.
CORPORATE GOVERNANCE
The Board has the following Committees which deal with specific aspects of
our affairs.
THE AUDIT COMMITTEE is responsible for reviewing a wide range of matters
including the quarterly results and annual financial statements before their
submission to our Board and monitoring the involvement of our auditors in that
process, focusing particularly on compliance with legal requirements and
accounting standards and the requirements of the U.K. Financial Services
Authority, the Nasdaq National Market and the Securities and Exchange
Commission. Robert Collier chairs the Committee and its other members are
Laurent Laffy and Linda Fayne Levinson. Meetings are also attended, by
invitation, by the Chief Financial Officer.
THE REMUNERATION COMMITTEE is responsible for developing policy on
remuneration for Executive Directors and senior management and to make
recommendations to the Board in respect of specific remuneration packages for
each of the Executive Directors. The Committee also overseas the operation of
the Company's share option schemes and approves allocations to Executive
Directors and senior management. Linda Fayne Levinson chairs the committee, with
Robert Collier and Brian Collie as committee members.
THE NOMINATION COMMITTEE is not a standing Committee but is comprised of
sufficient Non-Executive Directors considered appropriate in respect of each
proposed Board appointment. The Committee meets as necessary and is responsible
for nominating candidates to fill Board vacancies and for making recommendations
on Board composition and balance.
REMOVAL OF DIRECTORS UNDER ENGLISH LAW
Pursuant to English law and our Articles of Association, our shareholders
may, by ordinary resolution passed by a simple majority, remove any Director
from office, notwithstanding any agreement between us and the Director, but
without prejudice to any claim the Director may have for damages for breach of
any agreement to which we are a party.
EMPLOYEES
As at September 30, 2001, we had 592 employees. This number relates to the
total number of employees of lastminute.com plc and its subsidiaries as at
September 30, 2001, but excludes those of joint ventures. Of the above total
number of employees, 297 were employed in the United Kingdom and 215 in France.
As at September 30, 2000, we had 612 employees, of which 299 were employed in
the United Kingdom and 247 in France. As at September 30, 1999, we had 75
employees, virtually all of whom were employed in the United Kingdom. Our human
resources strategy is to attract, retain and reward talented, high-calibre
employees focused on achieving excellent results. We believe that
lastminute.com's market profile and remuneration strategy will help to achieve
this aim. The involvement of employees in our financial performance is
encouraged through the employee share option schemes as disclosed below.
PENSIONS
Employee Pension Schemes
In the United Kingdom, we contribute to a group personal pension plan, a
defined contribution plan, managed by Standard Life to provide retirement and
death benefits for employees. We currently contribute up to a maximum of 14% of
our employees' basic salaries to an investment account in the name of the
individual employee, or pay the cash equivalent direct to the employee.
Employees may contribute to the extent that Inland Revenue limits are not
exceeded. All due contributions had been paid at September 30, 2001. The assets
of the plan are separate from the assets of lastminute.com.
We also contribute 1% of our employees' basic salaries to provide a package
of health benefits for employees. This package consists of permanent health
insurance and life assurance, insured through Royal & Sun Alliance, and private
medical insurance insured through Prime Health. All due contributions had been
paid at September 30, 2001.
Our Directors receive benefits identical to those described above.
In France most employees benefit from a government provided retirement
plan, the costs of which are included within social security costs, although
some senior employees are also members of a separate defined contribution
pension plan to which the Group contributes. Most other Group companies have
defined contribution pension plans which vary from country to country.
Executive Directors pension arrangements. During part of the year ended
September 30, 2000, Martha Lane Fox was a member of our defined contribution
pension scheme. As part of her remuneration package pound sterling 500 was
contributed to that scheme. She has since left the scheme. Currently, there are
no pension arrangements for the Executive and Non-Executive Directors.
EMPLOYEE SHARE SCHEMES
We currently operate four employee share schemes - the Last Minute Network
Limited 1998 Unapproved Executive Share Option Scheme, the Last Minute Network
Limited 1999 Unapproved Executive Share Option Scheme, the lastminute.com plc
2000 Unapproved Executive Share Option Scheme and the lastminute.com plc 2000
Approved Executive Share Option Scheme - and the lastminute.com plc
Non-Executive Share Option Scheme 2000, which is used for Non-Executive
Directors. In addition, on February 14, 2002, shareholders approved the
lastminute.com plc Sharesave Scheme, which has not yet been utilised. Options
are viewed as an integral part of the total remuneration package for employees.
Subject to the satisfaction of any performance condition and the continuous
employment of the option holder for at least six months prior to exercise,
options are normally exercisable in accordance with a formula set out in the
Executive Schemes. The formula allows for the gradual vesting of the options
over a three-year period from the date of grant. Options, which have not been
exercised, will normally lapse on the tenth anniversary of grant.
As at September 30, 2001, 18,293,229 options over our ordinary shares were
outstanding. The details of the prices at which these options were granted are
set out in note 6 of notes to the financial statements. All options were granted
for no consideration. Options normally lapse on the tenth anniversary of grant.
We expect to incur National Insurance charges relating to options granted
after April 6, 1999 under the terms of the unapproved share option schemes at a
rate of 11.9% on the difference between the share value at the exercise date and
the grant price. We make provision for this liability over the period of
performance (the period in which the employee performs the services necessary to
become unconditionally entitled to the options) based on the difference between
the period-end share value and the grant price.
Options on the terms of the Last Minute Network Limited 1998 Unapproved
Executive Share Option Scheme
Last Minute Network Limited entered into option agreements in respect of
its ordinary shares on the terms of the Last Minute Network Limited 1998
Unapproved Executive Share Option Scheme, as amended. No further options will be
granted under the Scheme. The terms of the Scheme as amended are summarised
below.
Eligibility. All of Last Minute Network Limited's employees and Directors
and those of any subsidiaries are eligible to participate in the Scheme.
Grant of options. Last Minute Network Limited's Board or an authorised
committee may, at their discretion, grant options to subscribe for shares.
Options may be granted subject to a performance condition based on
objective criteria. Options may be granted at an exercise price, which is
equal to the price per share at which shares were sold under the placing of
shares to investors most recent to the grant or, at the discretion of the
Board, an amount determined by the Board, which may be higher or lower than
the most recent placing price. No consideration was payable for the grant
of options.
Exercise of options. Options may be exercised subject to the satisfaction
of any performance condition and the continuous employment of the
optionholder for at least six months prior to exercise, options are
normally exercisable in accordance with a formula set out in the Scheme.
The formula allows for the gradual vesting of the options on a straight
line basis over a three year period. Options that have not been exercised
will normally lapse on the tenth anniversary of grant.
If an optionholder ceases to be an employee, his option will lapse to the
extent that it has not vested. Any part of his option, which has vested,
will remain exercisable.
Options are not transferable and may only be exercised by the persons to
whom they are granted.
Issue of shares. Shares issued on the exercise of options will rank equally
with shares in issue at that time, except in respect of rights arising by
reference to a prior record date.
Variation in share capital. Options may be adjusted following certain
variations in share capital, including a capitalisation or rights issue, or
a sub-division or consolidation of capital.
Amendments. Last Minute Network Limited's Board or an authorised committee
may amend any provision of the Scheme provided that any amendment which
would prejudice the subsisting rights of optionholders requires the prior
written consent of existing optionholders who hold options exercisable over
at least three quarters of the total number of shares underlying options
granted under the Scheme.
Termination. Last Minute Network Limited's Board or an authorised committee
may, at any time, terminate the Scheme. If this happens, no further options
will be granted but the provisions of the Scheme will continue in relation
to options already granted.
Options on the terms of the Last Minute Network Limited 1999 Unapproved
Executive Share Option Scheme
The terms of this Scheme, as amended, are, in all material respects, the
same as those of the 1998 Unapproved Executive Share Option Scheme, as amended.
Last Minute Network Limited entered into option agreements in respect of its
ordinary shares on the terms of the Scheme, as amended. No further options will
be granted under this Scheme.
The lastminute.com plc 2000 Unapproved Executive Share Option Scheme
Eligibility. All of our employees and Directors and those of any
subsidiaries are eligible to participate in the Scheme.
Grant of options. Our Board or an authorised committee may, at their
discretion, grant options to acquire our shares. Options can be granted at
any time. They may be granted subject to a performance condition based on
an objective criteria. Prior to the listing of the lastminute.com plc's
ordinary shares on a recognised investment exchange, options had to be
granted at an exercise price that was equal to the price per share at which
shares were sold under the placing of shares to investors most recent to
the grant. On or after the listing date, options had to be granted at an
exercise price equal to the then current market value of an ordinary share.
No consideration is payable for the grant of options.
Exercise of options. Options are normally exercisable in accordance with a
formula set out in the Scheme unless our Board has stipulated otherwise on
the date of grant. The formula allows for the gradual vesting of the
options over a three year period. Options that have not been exercised will
normally lapse on the tenth anniversary of grant. Options may, however, be
exercised early, for example, if an optionholder ceases to be an employee
due to injury, disability, redundancy or retirement.
If an optionholder ceases to work for lastminute.com on grounds of poor
performance or misconduct all his/her options will lapse immediately.
In the circumstances of a takeover, scheme of arrangement or winding-up,
the options must be exercised within six months of such cessation.
In the event of a voluntary winding-up options may be exercised until the
start of the winding up and any options which have not been exercised will
lapse on the winding up. In the event of a winding up by the court options
may be exercised within two months after the date of the winding-up-order
and any options which have not been exercised during the two month period
will lapse at the end of the period.
Exchange of options. In the event of a change of control, optionholders may
exchange their options for options over shares in the acquiring company.
Variation in share capital. Options may be adjusted following certain
variations in share capital, including a capitalisation of reserves, an
issue of securities by way of rights, open offer or placing, or a sub
division, reduction or consolidation of capital.
Issue of shares. Shares issued on the exercise of options will rank equally
with shares in issue at that time, except in respect of rights arising by
reference to a prior record date.
Scheme limits. The number of shares which may be allocated under the Scheme
on any day must not exceed 15% of our issued share capital when added to
the total number of shares allocated in the previous 10 years under the
Scheme and any other employee share scheme operated by us. For these
purposes, allocate means, in relation to a share option scheme, placing
unissued shares under option, and, in relation to other types of employee
share schemes, the issue and allotment of shares.
Amendments. Our Board or an authorised committee may amend any provision of
the Scheme provided that any amendment which would prejudice the subsisting
rights of optionholders requires the prior written consent of existing
optionholders who hold options exercisable over at least three quarters of
the total number of shares underlying options granted under the Scheme.
Termination. Our Board or an authorised committee may, at any time,
terminate the Scheme. If this happens, no further options will be granted
but the provisions of the Scheme will continue in relation to options
already granted.
The lastminute.com plc 2000 Approved Executive Share Option Scheme
The rules of this Scheme are drafted as an Inland Revenue-approved scheme,
with the intention that all options granted under the Scheme would be eligible
for favourable tax treatment. The Scheme obtained approval by the Board of the
Inland Revenue on June 1, 2000. The terms of this Scheme are, in all material
respects, the same as those of the 2000 Unapproved Executive Share Option
Scheme, subject to the differences described below:
Individual limit. An employee's participation in the Scheme is limited so
that, at any one time, the aggregate market value of our shares subject to
outstanding options granted to him under approved executive share option
schemes established by us or any associated company does not exceed
pound sterling 30,000.
The lastminute.com plc Non-Executive Share Option Scheme 2000
The terms of this Scheme are, in all material respects, the same as those
of the 2000 Unapproved Executive Share Option Scheme, subject to the differences
outlined below.
Eligibility. Any of our Directors are eligible to participate in the
Scheme. (It is intended that this Scheme will be used only for
Non-Executive Directors).
Grant of options. Our Board may grant options at its discretion and options
may be granted at any time but may not be granted after 10 years beginning
from the date the Scheme was adopted. In relation to any option granted
during 2000 the exercise price was the market value of a share on the date
on which the appointment of the optionholder as a Director was publicly
announced and subject to any exceptional circumstances acknowledged by the
Board, the exercise price of any option granted during or after 2001 will
be the market value of a share on a date of grant.
Scheme limits. The number of shares, which may be allocated under the
Scheme on any day, must not exceed 12% of our issued share capital when
added to the total number of shares allocated in the previous ten years
under the schemes and any other employee share scheme operated by us. For
these purposes, allocate means, in relation to a share option scheme,
placing unissued shares under option, and, in relation to other types of
employee share scheme, the issue and allotment of shares.
SHARE OWNERSHIP
DIRECTORS' INTERESTS IN SHARES AND SHARE OPTIONS
The interests of the Directors in the Ordinary shares of the Company and
share options granted by the Company as at September 30, 1999, 2000 and 2001 are
set out in note 5 of notes to the financial statements.
None of our senior management individually hold more than 1% of the share
capital of the Company.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
MAJOR SHAREHOLDERS
In addition to the shareholdings of Brent Hoberman and Martha Lane Fox
outlined in Item 6 above, the following table sets forth information with
respect to the beneficial ownership of our major shareholders at March 6, 2002.
NUMBER OF
ORDINARY SHARES %
--------------- -----
Cheetah International Investments 25,738,065 14.75
Limited..............................
The Reverse Family................... 15,366,000 8.81
Global Retail Partners, L.P.......... 13,371,280 7.67
On February 15, 2000, lastminute.com plc acquired Last Minute Network
Limited in a share for share exchange. Holders of Last Minute Network Limited's
Ordinary Shares, Preference A Shares and Preference B Shares received the
equivalent number of ordinary shares, Preference A Shares and Preference B
Shares, respectively, in lastminute.com plc.
As at March 21, 2001, Innovacom 3, BAA plc, Intel Corporation and Venture
Partner Multimedia ASA, all of whom had been strategic investors prior to the
Company's IPO, were all major shareholders holding over 3% of the Company's
shares. All of these shareholders have reduced their holdings to below the
reportable threshold of 3% during the intervening period up to the date of the
issuance of this report.
Our existing ordinary shares carry equal voting rights.
As at March 6, 2002, we have approximately 155,000 shareholders and 14 ADR
holders of record.
So far as we are aware, we are neither directly nor indirectly owned or
controlled by one or more corporations or by any government.
We do not know of any arrangements the operation of which might result in a
change in control of lastminute.com.
TRANSACTIONS WITH RELATED PARTIES
None.
ITEM 8. FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
Reference is made to Item 18 for a list of all financial statements filed
as part of this Annual Report.
For information on legal proceedings, please refer to "Item 4 - Information
on The Company" above. None of these legal proceedings are considered to be
material.
SIGNIFICANT CHANGES
Please refer to "Item 5 - Operating and Financial Review and Prospects."
ITEM 9. THE OFFER AND LISTING
OFFER AND LISTING DETAILS
Our shares have been listed on the Official List of the U.K. Listing
Authority and traded on the London Stock Exchange under the symbol "LMC" and our
ADSs have been quoted on the Nasdaq National Market under the symbol "LMIN"
since March 21, 2000.
The following table sets forth for the periods indicated the highest and
lowest middle market quotations for the ordinary shares, as derived from the
Daily Official List of the U.K. Listing Authority.
YEAR ENDED SEPTEMBER 30 HIGH LOW HIGH LOW
- ---------------------------------- ------ ----- ------ -----
(p) (p) (US$) (US$)
2000
March 21 to March 31............... 488 240 7.67 3.82
3rd Quarter........................ 255 123 3.90 1.83
4th Quarter........................ 213 133 3.21 1.93
2001
1st Quarter........................ 140 72 2.05 1.01
2nd Quarter........................ 88 40 1.29 0.57
3rd Quarter........................ 61 32 0.87 0.45
4th Quarter........................ 38 20 0.55 0.28
2002
October 2001....................... 22 19 0.32 0.27
November 2001...................... 39 22 0.56 0.32
December 2001...................... 44 30 0.64 0.44
January 2002....................... 37 33 0.53 0.47
February 2002..............----.... 51 36 0.72 0.52
March 2002 (through March 6, 2002) 65 51 0.92 0.73
On March 6, 2002, the closing price on the London Stock Exchange was 65p
per share.
Our ADSs, each representing five shares, are quoted on the Nasdaq National
Market. Morgan Guaranty Trust Company of New York is our depositary issuing ADRs
under the deposit agreement dated as of March 14, 2000 among us, Morgan Guaranty
Trust Company of New York, as depositary, and the holders from time to time of
ADRs.
The following table sets forth, for the periods indicated, the reported
high and low stock prices of our ADSs on the Nasdaq National Market:
YEAR ENDED SEPTEMBER 30 HIGH LOW
- ------------------------------------------------ ------ -----
(US$)
2000
March 21 to March 31 ........................ 36.00 18.75
3rd Quarter ................................. 20.00 9.00
4th Quarter ................................. 15.75 9.50
2001
1st Quarter ................................. 10.00 5.00
2nd Quarter ................................. 6.25 2.38
3rd Quarter ................................. 4.50 2.07
4th Quarter ................................. 3.10 1.14
2002
October 2001 ................................ 1.70 1.20
November 2001 ............................... 2.65 1.50
December 2001 ............................... 3.56 2.15
January 2002 ................................ 2.90 2.25
February 2002 ............................... 3.40 2.70
March 2002 (through March 6, 2002) .......... 4.94 3.61
On March 6, 2002 the closing price on the Nasdaq National Market was $4.94
per ADS.
As at March 6, 2002, there were 14 holders of record of ADRs and
approximately 155,000 holders of shares. ADRs represented approximately 0.2 % of
the outstanding shares as of such date.
ITEM 10. ADDITIONAL INFORMATION
MEMORANDUM AND ARTICLES OF ASSOCIATION
Our Memorandum of Association provides that our objects are, amongst other
things, (1) to carry on business as an e-commerce site, (2) to carry on business
as agents and dealers in all products and services, (3) to act as a holding
company and (4) to carry on any business, trade or activity that the Directors
deem to be related to our business and capable of enhancing the value or
profitability of our business. Our objects are set out in full in Clause 4 of
our Memorandum of Association which is available for inspection at our principal
executive offices.
The Articles of Association of lastminute.com have been adopted with effect
immediately prior to our IPO and contain, among others, provisions to the
following effect:
SHAREHOLDER MEETINGS
An annual general meeting of our shareholders must be held once each year
within a period of not more than 15 months after the previous annual general
meeting.
VOTING RIGHTS
Subject to the Articles generally and to any special voting rights or
restrictions attached to any class of shares, at a general meeting, every
shareholder who is present in person will have one vote on a show of hands, and
every shareholder who is present in person or by proxy will have one vote for
every share he holds on a poll. No shareholder will, unless the Directors
otherwise determine, be entitled, in respect of any of his shares, to vote
either personally or by proxy at a shareholders' meeting or to exercise any
other right conferred by his shareholding in relation to shareholders' meetings,
if he owes us for any call or other sum in respect of his shares.
There are currently no limitations, either under English law or in our
Articles of Association, on the rights of non-residents of the United Kingdom to
hold or vote shares. In addition, there are currently no U.K. foreign exchange
control restrictions on the conduct of our operations or which affect the
remittance of dividends on listed shareholder's equity.
DIVIDENDS
We have not paid or declared any dividends to date. We may, by ordinary
resolution, declare dividends to be paid to our shareholders, not to exceed the
amount recommended by our Directors. If our Directors believe that dividends are
justified, they may pay dividends on any class of shares where a dividend is
payable on fixed dates. They may also occasionally pay interim dividends on
shares of any class in amounts and on dates as they think fit. Where shares are
not fully paid throughout the relevant period, unless the rights of the shares
otherwise provide, all dividends will be apportioned and paid pro rata according
to the amounts paid on the shares during any portion or portions of the period
in respect of which the dividend is paid. For this purpose, no amount paid on a
share in advance of calls will be treated as paid on the share.
No dividend will be paid other than out of our profits available for
distribution under the provisions of the Companies Act 1985, the Uncertificated
Securities Regulations 1995, including any modification thereof or any
regulation in substitution thereof made under Section 307 of the Companies Act
1989 and for the time being in force (the "CREST regulations"), and every other
statue for the time being in force concerning companies and affecting
lastminute.com.
Any dividend that is unclaimed for 12 years from the date on which it was
declared or became due for payment will be forfeited and will revert to
lastminute.com.
Our Directors may offer shareholders the right to receive new shares
instead of a dividend.
WINDING UP
If we are dissolved, a liquidator may, with the authority of an
extraordinary resolution: (1) divide among the shareholders our assets and may
determine and assign fair value to the property to be divided and may decide how
any division will be carried out
between the shareholders of different classes of shares; and (2) place any part
of our assets in trusts for the benefit of shareholders as the liquidator will
think fit, and our liquidation may be closed and we may be dissolved. No
shareholder may be compelled to accept any shares or other property in respect
of which there is a liability.
ISSUES OF SHARES AND PRE-EMPTIVE RIGHTS
All of our unissued shares may be allotted by our Directors and they may
grant options over, or otherwise dispose of, our shares to persons, at times and
on terms as they think proper, subject to the provisions of applicable English
law and to the obtaining of a resolution of our shareholders passed in a general
meeting.
Subject to applicable English law and the rules under the CREST
regulations, our Directors may determine that any class of shares may be held in
uncertificated form and title to shares may be transferred by means of a
relevant system in accordance with the CREST regulations or that shares of any
class should cease to be held and transferred as stated above. Any provisions of
our Articles that are inconsistent with this right of our Directors will not
apply to shares of any class that are in uncertificated form.
TRANSFER OF SHARES
All transfers of shares that are in certificated form may be effected in
writing in any common form or in any other form acceptable to our Directors. The
transfer instrument will be signed by or on behalf of the transferor and, except
in the case of fully paid shares, by or on behalf of the transferee. The
transferor will remain the holder of the shares until the transferee's name is
entered in our share register. All transfers of shares that are in
uncertificated form may be effected by means of a relevant system.
Our Directors may decline to recognise any transfer instrument relating to
shares in certificated form unless it is (1) in respect of only one class of
share and (2) registered at the transfer office, duly stamped if required,
accompanied by the relevant share certificate(s) and other evidence reasonably
required by our Directors to show the transferor's right to make the transfer
and, if the transfer instrument is executed by some other person on the
transferor's behalf, the authority of that person to do so.
Our Directors may, in the case of shares in certificated form, in their
absolute discretion and without giving any specific reason, refuse to register
any transfer of shares that are not fully paid provided that the exercise of
such discretion does not prevent dealings of shares which are admitted to the
Official List of the London Stock Exchange or which are listed on any other
recognised stock exchange or the Nasdaq National Market from taking place on an
open and proper basis. Our Directors also may refuse to register an allotment or
transfer of shares, whether fully paid or not, in favour of more than four
persons jointly.
If our Directors refuse to register an allotment to transfer, they will
send to the allottee or transferee notice of the refusal within two months after
the date on which (1) the letter of allotment or transfer was lodged with us, in
the case of shares held in certificated form, or (2) the Operator-instruction
required by the CREST regulations was received by us, in the case of shares held
in uncertificated form.
UNTRACED SHAREHOLDERS
We will be entitled to sell shares held by untraceable shareholders at the
best price reasonably obtainable as long as:
o during the period of 12 years prior to the date of the publication of
the advertisement referred to below at least three dividends in
respect of the shares have become payable and no such dividend has
been claimed;
o we have, on expiry of this 12 year period, advertised in both a
national newspaper and in a newspaper circulating in the area in which
the last known address of the shareholder, or the address at which
service of notices may be effected under the Articles is located,
giving notice of our intention to sell the shares;
o during the period of three months following the publication of the
advertisements referred to above, we have not received any
communication from the shareholder; and
o notice has been given to the London Stock Exchange of our intention to
make a sale of shares held by untraceable shareholders.
The net proceeds of sale will belong to us, and we will be obliged to
account to the former shareholder for the net proceeds of any sale. No trust
will be created in respect of this debt, no interest will be payable on it, and
we will not be required to account for any money earned on the net proceeds
which may be used by our Directors as they see fit, other than investing in our
shares.
DISCLOSURE OF INTERESTS
The Companies Act requires that if you become directly or indirectly
interested in 3% or more of any class of our issued shares, including shares
held in the form of ADSs, that carry the right to vote at our general meetings,
you must notify us of this interest within two business days. After the 3%
threshold is exceeded, you must notify us in respect of increases or decreases
of 1% or more.
For the purposes of the notification obligation, the interest of a person
in shares means any kind of interest in shares including interests in any
shares:
o in which a spouse or child or stepchild under the age of 18 is
interested;
o in which a corporate body is interested and either (1) that corporate
body or its Directors generally act in accordance with that person's
directions or instructions or (2) that person controls one-third or
more of the voting power of that corporate body; or
o in which another party is interested and the person and that other
party are parties to a "concert party" agreement under Section 204 of
the Companies act. A concert party agreement is one that provides for
one or more parties to acquire interests in shares of a particular
company and imposes obligations or restrictions on any one of the
parties as to the use, retention or disposal of such interests in
shares of a particular company acquired pursuant to a concert party
agreement and any interest in the company's shares is in fact acquired
by any of the parties pursuant to the agreement. Interests defined in
the Companies Act, such as those held by investment fund managers, may
be disregarded for the purposes of calculating the 3% threshold, but
the disclosure obligation will still apply where these interests
exceed 10% or more of any class of the company's relevant share
capital and to increases or decreases of 1% or more thereafter.
In addition, Section 212 of the Companies Act provides that a public
company may, by written notice, require a person whom the company knows or has
reasonable cause to believe to be, or to have been at any time during the three
years immediately preceding the date on which the notice is issued, interested
in shares consisting of the company's relevant share capital to confirm that
fact or to indicate whether or not that is the case and, where a person whom the
company knows or has reasonable cause to believe to be, or to have been at any
time during the three years immediately preceding the date on which the notice
is issued, interested in shares consisting of the company's relevant share
capital holds or, during the relevant time, had held an interest in shares
consisting of the company's relevant share capital, to give any further
information as may be required relating to this interest in shares consisting of
the company's relevant share capital at any time during the three years
immediately proceeding the date on which the notice is issued and any other
interest in the shares of which he or she is aware.
Where notice is served by a company under the foregoing provisions on a
person that is or was interested in shares of the company and that person fails
to give the company any information required by the notice with the time
specified in the notice, the company may apply to the English courts for an
order directing that the shares in question be subject to restrictions
prohibiting, among other things, any transfer of those shares, any exercise of
voting rights and any other rights in respect of these shares including, other
than in liquidation, payments in respect of these shares.
A person who fails to fulfil the obligations imposed by Section 198 and
Section 212 of the Companies Act described above is subject to criminal
penalties.
RESTRICTIONS ON VOTING
If any shareholder, or any other person with an interest in a shareholder's
shares, has been duly served with a notice under Section 212 of the Companies
Act and is in default for a period of 14 days in supplying us with the
information required, then, unless our Directors determine otherwise, the
shareholder will not, for so long as the default continues, be entitled to
attend or vote, either personally or by proxy, at a shareholders' meeting or to
exercise any other right conferred to shareholders in relation to shareholders'
meetings in respect of the shares to with the default relates (the "Default
Shares") and any other shares held by the shareholder.
Where the Default Shares represent 0.25% or more of the issued shares of
the class in question, any of our Directors or our corporate secretary may, in
their absolute discretion, by notice (a "Direction Notice") to a shareholder
holding Default Shares
representing 0.25% or more of the issued shares in question, direct that (1) any
dividend or part of any dividend or other money that otherwise would be payable
in respect of the Default Shares will be retained by us, without any liability
to pay interest when the dividend in respect of the Default Shares or other
money is finally paid to the shareholder, and the shareholder will not be
entitled to elect to receive share instead of a dividend; and/or (2) no transfer
of any of the shares held by the shareholder will be registered unless the
transfer is an approved transfer as defined in our Articles or the shareholder
is not himself in default in supplying the information required and the transfer
is only part of the shareholder's holding and, when presented for registration,
is accompanied by a certificate by the shareholder, in a form satisfactory to
our Directors, to the effect that, after due and careful enquiry, the
shareholder is satisfied that none of the shares subject to the transfer is a
Default Share. In the case of shares in uncertificated form, our Directors may
only exercise their discretion to register a transfer if the CREST regulations
permit it. Any Direction Notice will cease to have effect in relation to any
shares that are transferred by a shareholder holding Default Shares representing
0.25% or more of the issued shares in question by means of an approved transfer
or as described above.
VARIATION OF RIGHTS
Whenever the share capital of lastminute.com is divided into different
classes of shares, the special rights attached to any class may, subject to the
provisions of applicable English law, be varied or abrogated either with the
written consent of the holders of three-quarters in nominal value of the issued
shares of the class or with the sanction of an extraordinary resolution passed
at a separate meeting of the holders of the shares of the class, but not
otherwise. These rights may be so varied or abrogated either while we are a
going concern or during or in contemplation of a winding-up. At every separate
meeting of holders of the shares of any class the necessary quorum will be at
least two persons holding, or representing by proxy, at least one third of the
issued share of the class. If the meeting is adjourned, any holder of shares of
the class present in person or by proxy may demand a poll and every holder of
the issued shares of the class will on a poll have one vote for every share of
the class held by him.
ALTERATION OF SHARE CAPITAL
We may occasionally, by ordinary resolution:
o increase our capital by sums to be divided into shares of amounts the
resolution will prescribe;
o consolidate and divide all or any of our share capital into shares of
a large nominal amount than our existing shares;
o cancel any shares that, at the date of the resolution, have not been
taken, or agreed to be taken, by any person and reduce our share
capital by the amount of the shares so cancelled; and
o Subdivide our shares into shares of a smaller nominal amount than is
fixed by our Memorandum of Association, subject to the provisions of
applicable English law, and so that the resolution whereby any share
is subdivided may determine that, as between the holders of the shares
resulting from the subdivision, one or more of the shares may, as
compared with the others, have any preferred, deferred or other
special rights or be subject to any restrictions as we have power to
attach to unissued or new shares.
Subject to the provisions of applicable English law, we may purchase, or
may enter into a contract under which we will or may purchase, any of our own
shares of any class, including any redeemable shares. If there will be in issue
any shares or other securities that are convertible into our equity share
capital of the class proposed to be purchased, then we will not purchase, or
enter into a contract under which we will or may purchase, equity shares into
which any shares or securities in issue are convertible unless either (1) the
terms of issue of the convertible shares or other securities include provisions
permitting us to purchase our own equity shares or providing for adjustment to
the conversion terms upon a purchase of our own equity shares or securities or
(2) the purchase or the contract first has been approved by an extraordinary
resolution passed at a separate meeting of the holders of shares or other
securities convertible into our equity share capital of the class proposed to be
purchased.
Subject to the provisions of the Companies Act and to any rights conferred
on the holders of any class of shares, we may, by special resolution, reduce our
share capital or any capital redemption reserve, share premium account or other
undistributable reserve in any way.
RESERVES
Our Directors may occasionally set aside a portion of our profits and
reserve sums as they think proper that in their discretion, will be applicable
for any purposes that our profits may be used. Pending any application, these
profits may either be employed in our business or invested. Our Directors may
divide the reserve into any special funds as they think fit and may consolidate
into one fund any special funds or parts of special funds into which the reserve
may have been divided. Our Directors may carry forward any profits rather than
place them in reserve.
CAPITALISATION OF PROFITS AND RESERVES
Our Directors may, with the sanction of an ordinary resolution, capitalise
any sum in our reserve accounts, including any share premium account, capital
redemption reserve or other undistributable reserve, or our profit and loss
account. Capitalisation of any sum in our reserve accounts will be effected by
appropriating a sum to shareholders on our register at the close of business on
the date of the resolution, or any other date as may be specified or determined,
in proportion to their then shareholdings and applying that sum in paying up in
full unissued shares or, subject to any special rights of any shares or class of
shares, unissued shares of any other class, to be allotted and distributed to
them as bonus shares. Our Directors may do anything considered necessary for
capitalisation of any sum in our reserve accounts and have full power to make
any necessary provisions for entitlements to fractional shares which arise. Our
Directors may authorise any person to enter into an agreement with us on behalf
of all our interested shareholders in relation to any capitalisation of any sum
in our reserve accounts and incidental matters, and any agreement made under our
Directors' authority will be effective and binding on all concerned.
BOARD ACTIONS AND POWERS
Our Articles of Association, provide that unless otherwise determined by
ordinary resolution, our Board of Directors will consist of not fewer than three
nor more than 15 Directors. A Director will not be required to hold any of our
shares to qualify as a Director. A Director who is not a shareholder will
nevertheless be entitled to attend and speak at Shareholders' meeting.
At each annual general meeting, all those Directors who were elected or
last re-elected at or before the annual general meeting held in the third
calendar year before will retire from office by rotation. A retiring Director
will be eligible for re-election.
No person will be disqualified from being appointed or re-appointed a
Director, and no Director will be required to vacate that office, by reason only
of the fact that he has attained the age of 70 years of any other age nor will
it be necessary be reason of his age to give special notice under the Companies
Act of any resolution. Where the Directors convene any general meeting of
lastminute.com at which a Director will be proposed for appointment or
re-appointment who at the date for which the meeting is convened will have
attained the age of 70 or more, the Board will give notice of his age in years
in the notice convening the meeting or in any document accompanying the notice,
but the accidental omission to do so will not invalidate any proceedings, or any
appointment or re-appointment of that Director, at that meeting.
DIRECTORS' INTERESTS IN CONTRACTS
A Director may be a party to any contract, arrangement or transaction with
the Company, or have an interest in a third party entering into such arrangement
with the Company so long as the Director discloses his interest to the Directors
of the Company. However, a Director may not vote in respect of any contract or
arrangement in which he has a material interest unless such interest is solely
as a shareholder of the Company, if the contract or arrangement is in respect of
the giving of any security or guarantee for the benefit of the Company, is in
respect of any proposal concerning an offer for the Company's shares or is an
arrangement with a third party in which the Director holds less than 1% of
issued voting capital.
BORROWING POWERS
Our Board may exercise all our powers to:
o borrow money,
o mortgage and/or charge all or any part of our business, property or
assets and uncalled capital,
o issue debenture and other securities, and
o give security, either outright or as collateral security, for any of
our debts, liabilities or obligations or those of a third party.
There is no requirement on our Directors, under our Articles of
Association, to limit the borrowings of lastminute.com and our subsidiaries.
REMUNERATION AND EXPENSES
As provided by our Articles of Association, the ordinary remuneration of
our Directors will be determined by the Directors from time to time. The
ordinary remuneration of our Directors will not exceed (pound)10 million per
annum in aggregate or any higher amount as may be determined by an ordinary
resolution of our shareholders. Any Director that holds an executive office,
including for this purpose the office of chairman or deputy chairman, or that
serves on any committee of the Directors, or that otherwise performs services
that, in the opinion of the Directors, are outside the scope of ordinary duties
of a Director, may be paid extra remuneration or may receive any other benefits
as the Directors may determine. A Director will be paid all reasonable expenses
properly incurred by him in the course of his duties including his expenses of
travelling to and from Directors' or shareholders' meetings or otherwise in
connection with the business. Our Directors have the power to pay and agree to
pay gratuities, pensions or other retirement, superannuation, death or
disability benefits to or on behalf of any person that is or has been at any
time one of our Directors and, for the purpose of providing gratuities, pensions
or other benefits to or on behalf of any person that is or has been at any time
one of our Directors, to contribute to any scheme or fund or to pay premiums.
INDEMNIFICATION AND INSURANCE
Subject to applicable English law, each of our Directors, secretaries and
officers will be indemnified by us and/or exempted by us from all costs,
charges, losses and liabilities incurred by them in the actual or purported
exercise or discharge of their powers of duties. This indemnity and exemption
extends to any liability incurred by them in defending any civil or criminal
proceedings which relate to anything done or alleged to have been done by them
as our officer or employee and in which judgement is given in their favour; or
where proceedings are disposed of without any finding or admission of any
material breach on their part; or in which they are acquitted or in respect of
which relief from liability is granted.
Our Directors have the power to purchase and maintain insurance for, or for
the benefit of, any persons that are or were at any time a Director or officer
of any company we control or that is part of our group (a "Relevant Company") or
that are or were trustees of any pension fund or employees' share scheme in
which employees of any Relevant Company are interested. Insurance purchased and
maintained by our Directors may include insurance against any liability incurred
by them in respect of any act or omission, in the actual or purported exercise
or discharge of their powers or duties in relation to any Relevant Company, or
any pension fund or employees' share scheme.
MATERIAL CONTRACTS
None.
EXCHANGE CONTROLS
Other than withholding tax (see "Taxation" below), and other than as
described in the next paragraph, there are currently no U.K. governmental laws,
decrees or regulations that restrict the export or import of capital or that
affect the payment of dividends, interest or other payments to non-resident
holders of lastminute.com shares or ADSs.
However, subject to various exceptions, it may be unlawful for us to (a)
cause or permit a non-resident body corporate over which we have control to
create or issue any shares or debentures, or (b) transfer to any person, or
cause or permit to be transferred to any person, shares in or debentures of a
non-resident body corporate over which we have control, without in either case
first seeking the consent of the U.K. Treasury. In addition, a 1.5% charge to
stamp duty or stamp duty reserve tax is generally payable upon the deposit of
ordinary shares in connection with the creation of but not subsequent dealing in
American Depositary Receipts. This is in lieu of the normal 0.5% stamp duty
charge on all purchases of (and the normal 0.5% stamp duty reserve tax charge on
all agreements to transfer) ordinary shares.
Fluctuations in the exchange rate between the pound sterling and the U.S.
dollar will affect, among other things, the U.S. dollar equivalent of the pound
sterling price of our shares on the London Stock Exchange which is likely to
affect the market price of our ADSs on the Nasdaq National Market.
There are currently no limitations, either under English law or in our
articles of association, on the rights of non-residents to hold or vote. In
addition, subject as described above, there are currently no U.K. foreign
exchange control restrictions on the conduct of our operations or affecting the
remittance of dividends on listed shareholders' equity.
It is, however, the current practice of lastminute.com to send notices or
other documents to all shareholders regardless of the country recorded in the
register of members as part of the service to the overseas shareholder save
where this would not be permissible under specific jurisdictions.
TAXATION
The following is a summary of the principal U.K. and U.S. federal income
tax consequences of the ownership and disposition of shares or ADSs evidenced by
ADRs.
This summary applies to you only if you are a beneficial owner of ADSs or
shares and you are:
o a citizen or resident of the United States for U.S. federal income tax
purposes,
o a corporation, or other entity treated as a corporation, created or
organized under the laws of the United States or any State within the
United States, or
o otherwise subject to U.S. federal income tax on a net income basis in
respect of the shares or ADSs.
UNITED KINGDOM TAX CONSIDERATIONS
This discussion summarises the material U.K. tax consequences of the
acquisition, ownership and disposition of shares or ADSs by you if you are not
resident or ordinarily resident in the United Kingdom for U.K. tax purposes, you
are the absolute beneficial owner of the shares or ADSs you hold, and you hold
those shares or ADSs as a capital asset. It does not apply to certain categories
of persons such as, for example, dealers.
You should consult your own tax advisors as to the particular tax
consequences to you under U.K. laws and U.K. Inland Revenue practice of the
acquisition, ownership and disposition of shares or ADSs.
TAXATION OF DIVIDENDS AND DISTRIBUTIONS
Under current U.K. taxation legislation, no tax is required to be withheld
at source from cash dividend payments by us.
UNITED KINGDOM TAXATION OF CAPITAL GAINS
If you are not resident or ordinarily resident in the United Kingdom then,
subject to the comments below, you will not ordinarily be liable for U.K. tax on
capital gains realised on the disposal of a share or ADS for tax purposes
unless, at the time of the disposal, you carry on a trade, profession or
vocation in the United Kingdom through a branch or agency and the share or ADS
you dispose of is, or has been used, held or acquired for the purposes of that
trade, profession or vocation carried on by you in the United Kingdom or for the
purposes of that branch or agency in the United Kingdom.
If you are an individual and on or after March 17, 1998 have ceased to be
resident or ordinarily resident for tax purposes in the United Kingdom and
continue not to be resident or ordinarily resident in the United Kingdom for a
period of less than five years of assessment and dispose of shares or ADSs
during that period, you may also be liable on your return to the United Kingdom
to U.K. tax on capital gains, subject to any available exemption or relief,
notwithstanding that you are not resident or ordinarily resident in the United
Kingdom at the time of the disposal.
UNITED KINGDOM STAMP DUTY AND STAMP DUTY RESERVE TAX ("SDRT")
U.K. stamp duty will, subject to specific exceptions, be payable on any
instrument pursuant to which shares in registered form are transferred:
o to, or to a nominee or agent for, a person whose business is or
includes the provision of clearance services or
o to, or to a nominee or agent for, a person whose business is or
includes issuing depositary receipts.
The applicable stamp duty rate will be 1.5%, rounded up to the nearest pound
sterling 5, of the amount or value of any consideration given for the shares or
of the value of the shares where the transfer is otherwise than on sale. This
would include transfers of shares in registered form to the custodian for
deposit under the ADS deposit agreement. U.K. SDRT would also be payable in
these circumstances, and on the issue of shares to the custodian. The applicable
rate of SDRT will be 1.5% of:
(i) the issue price where shares are issued;
(ii) the amount or value of the consideration where shares are transferred
for consideration in money or money's worth; or
(iii) the value of the shares in any other case.
In practice no SDRT will be payable if stamp duty equal to the SDRT
liability is paid. In circumstances where stamp duty is not payable on the
transfer of shares in registered form to the custodian at the rate of 1.5%, for
example where there is no chargeable instrument, SDRT will be payable. In
accordance with the terms of the ADS deposit agreement, any tax or duty payable
by the custodian or its nominees or agents on any transfers of shares to them in
registered form will be charged by the custodian to the party to whom the
corresponding ADRs are delivered.
lastminute.com agreed to pay any stamp duty or SDRT charges arising as a
result of the issue by lastminute.com of shares to the custodian pursuant to the
March 2000 offering. In accordance with the terms of the deposit agreement, any
stamp duty, SDRT or other taxes or duties payable by the custodian on any other
deposit of shares will be charged by the custodian to the holder of the ADS or
any deposited security represented by the ADS.
No stamp duty will be payable on a transfer of an ADS, provided that the
relevant instrument of transfer is not executed in or brought into the United
Kingdom. An agreement to transfer an ADS will not give rise to SDRT. On a
transfer of shares from the custodian to a holder of an ADS upon cancellation of
the ADS, a fixed stamp duty of pound sterling 5 per instrument of transfer
will be payable. Any transfer for value of the underlying shares represented by
ADSs or agreement to transfer these underlying shares may give rise to a
liability to stamp duty or SDRT which would generally be satisfied by the
transferee.
No stamp duty and, except as described above, no SDRT will be payable on
the issue of shares by lastminute.com.
Subject to some exceptions, a transfer on sale of shares in registered form
will attract ad valorem stamp duty at the rate of 0.5% (rounded up to the
nearest pound sterling 5) of the amount or value of the consideration for the
transfer. SDRT at a rate of 0.5% of the amount or value of the consideration may
be payable on an agreement to transfer shares in registered form. If within six
years of the date of the agreement an instrument transferring the shares is
executed and stamped, any SDRT paid may be repaid or, if it has not been paid,
the liability to pay the SDRT, but not necessarily interest and penalties, may
be cancelled. SDRT is chargeable whether the agreement is made or effected in
the United Kingdom or elsewhere and whether or not any party is resident or
situated in any part of the United Kingdom.
SDRT is generally a liability of the purchaser and stamp duty is normally
paid by the purchaser.
UNITED STATES FEDERAL INCOME TAXATION CONSIDERATIONS
This discussion summarises the material U.S. federal income tax
consequences of the acquisition, ownership and disposition of shares and ADSs.
This summary applies only to holders that will hold shares or ADSs as
capital assets. This summary is based upon:
o the current tax laws of the United States, including the Internal
Revenue Code of 1986,
o current U.S. Internal Revenue Service practice and applicable U.S.
court decisions,
o the U.K.-U.S. income tax treaty as in effect on the date of this
Annual Report, and
o in part upon representations of the depositary.
This summary assumes that each obligation provided for in, or otherwise
contemplated by, the deposit agreement and any related agreement will be
performed in accordance with its respective terms.
The following summary is of a general nature and does not address all U.S.
federal income tax consequences that may be relevant to you in light of your
particular situation. For example, this summary does not apply to:
o investors that own, directly or indirectly, 10% or more of our voting
stock,
o banks,
o insurance companies,
o investors liable for the alternative minimum tax,
o individual retirement accounts and other tax-deferred accounts,
o tax exempt organisations,
o dealers in securities or currencies,
o investors that will hold shares or ADSs as part of straddles, hedging
transactions or conversion transactions for U.S. federal income tax
purposes, or
o investors whose functional currency is not the U.S. dollar.
This summary assumes that there is a significant risk that we are a passive
foreign investment company (a"PFIC") for U.S. federal income tax purposes for
the current taxable year. Our possible status as a PFIC could subject you to
adverse U.S. federal income tax consequences. See "Passive Foreign Investment
Company Considerations" below.
The summary of U.S. federal income tax consequences set out below is for
general information only. You should consult your own tax advisers as to the
particular tax consequences to you of acquiring, owning and disposing of the
shares or ADSs, including your eligibility for the benefits of the U.K.-U.S.
income tax treaty, and the applicability and effect of state, local, foreign and
other tax laws and possible changes in tax law.
U.S. HOLDERS OF ADSS
For U.S. federal income tax purposes, an owner of ADSs will be treated as
the owner of the corresponding number of underlying shares held by the
depositary, and references to shares in the following discussion refer also to
ADSs representing the shares.
TAXATION OF DIVIDENDS
We have never paid cash dividends to our shareholders and we currently do
not anticipate paying dividends for the foreseeable future. If we were to pay a
dividend, then, subject to the PFIC rules discussed below, you would be subject
to tax on these dividends as foreign source dividend income to the extent they
were paid out of our current or accumulated earnings and profits, as determined
for U.S. federal income tax purposes, and would not be eligible for the
dividends received deduction allowed to corporations. Any dividends that
exceeded our current and accumulated earnings and profits would be treated as a
non-taxable return of capital to the extent of your basis in the shares and
thereafter as capital gain. We do not currently intend to calculate our earnings
and profits in accordance with U.S. federal income tax principles.
FOREIGN CURRENCY DIVIDENDS
For U.S. federal income tax purposes, the amount of any dividend paid in
pounds sterling will equal the fair market value of the pounds sterling on the
date they are received by you, in the case of shares, or by the depositary, in
the case of ADSs, based on the exchange rate in effect on that date. If you or
the depositary convert dividends received in pounds sterling into U.S. dollars
on the day they are received, you generally will not be required to recognize
foreign currency gain or loss in respect of this dividend income.
EFFECT OF U.K. TAX CREDIT
Under current law an individual shareholder who is resident in the United
Kingdom for U.K. tax purposes and who receives a dividend from us is entitled to
claim a tax credit in the United Kingdom against the income tax liability
attributable to the dividend. Although you will not be entitled to this U.K. tax
credit if you receive a dividend from us, under the U.K.-U.S. income tax treaty
you may treat an amount equal to this credit as a tax paid to the U.K. taxing
authorities, for which you may claim a U.S. foreign tax credit (as discussed
below). Without providing further evidence of payment, you may claim a foreign
tax credit for this amount by filing IRS Form 8833 with your income tax return
for the relevant year.
Subject to statutory and regulatory limitations, if you make the election
on Form 8833 described above you will generally be entitled either to elect a
credit against your U.S. federal income tax liability, or take a deduction in
computing your U.S. federal taxable income, equal to the U.K. tax credit
associated with dividends paid by us. For purposes of computing allowable
foreign tax credits for U.S. federal income tax purposes, dividends paid by us
will generally be treated as "passive income" or, in the case of holders that
are predominantly engaged in the active conduct of a banking, insurance,
financing or similar business for U.S. federal income tax purposes, "financial
services income." In some cases, you may be unable to obtain a foreign tax
credit, but will instead be allowed a deduction, for the U.K. tax credit
associated with a dividend if you:
o have not held the shares for at least 16 days in the 30-day period
beginning 15 days before the ex-dividend date; or
o hold the shares in arrangements in which your expected profit, after
non-U.S. taxes, is insubstantial.
If you are an accrual basis taxpayer, you must translate U.K. taxes into
U.S. dollars at a rate equal to the average exchange rate for the taxable year
in which the taxes accrue, but must translate taxable dividend income into U.S.
dollars at the spot rate on the date received. This difference in exchange rates
may reduce the U.S. dollar value of the credits for U.K. taxes relative to your
U.S. federal income tax liability attributable to a dividend.
You should consult your tax advisers concerning the foreign tax credit
implications of making the election on Form 8833 described above.
The United States and the United Kingdom signed a new convention on July
24, 2001 (the "New Treaty"), which will only enter into force when and if the
convention has completed its passage through the U.K. Parliament and the U.S.
Senate and has been ratified by both Governments. If the New Treaty becomes
effective, the rules regarding U.K. tax credits and corresponding U.S. federal
income tax gross-ups will change, among others. You should consult your own tax
advisor concerning the potential application of the New Treaty.
EXCHANGE OF ADSS FOR SHARES
You will not recognise gain or loss if you exchange ADSs for your
proportionate interest in shares. Your tax basis in withdrawn shares will be the
same as your tax basis in the ADSs surrendered, and your holding period for the
shares will include the holding period of the ADSs.
TAXATION OF CAPITAL GAINS
Subject to the PFIC rules discussed below, upon a sale or other disposition
of ADSs or shares, other than an exchange of ADSs for shares, you will generally
recognise capital gain or loss for U.S. federal income tax purposes equal to the
difference between the amount realised and your adjusted tax basis in the ADSs
or shares. This capital gain or loss will be long-term capital gain or loss if
your holding period in the ADSs or shares exceeds one year. Any gain or loss
will generally be U.S. source, except that losses will be treated as foreign
source to the extent you received dividends that were treated as financial
services income during the 24-month period prior to the sale.
PASSIVE FOREIGN INVESTMENT COMPANY CONSIDERATIONS
A foreign corporation will be a PFIC in any taxable year if:
o at least 75% of its gross income is "passive income," or
o at least 50% of the average value of its assets is attributable to
assets that produce passive income or are held for the production of
passive income.
Since the market price of our shares and ADSs is likely to be highly
volatile and subject to wide fluctuations, it would be difficult to determine,
and we do not intend to determine, whether we will be a PFIC in any year. We may
therefore be a PFIC in any year.
If we are a PFIC in any year during which you own shares, and you have not
made a mark to market or qualified electing fund election (each as described
below), you will generally be subject to special rules (regardless of whether we
continue to be a PFIC) with respect to:
o distributions exceeding 125% of the average annual distributions
received from us in the previous three taxable years or, if shorter,
your holding period for the shares,
o any gain realised on the sale or other disposition of shares.
Under these rules:
o the distribution or gain will be allocated rateably over your holding
period,
o the amount allocated to the current taxable year and any taxable year
prior to the first taxable year in which we were a PFIC will be taxed
as ordinary income, and
o the amount allocated to each of the other taxable years will be
subject to tax at the highest rate of tax applicable to you for that
year and an interest charge for the deemed deferral benefit will be
imposed on the resulting tax attributable to each of these other
taxable years.
If we are a PFIC, you will generally be subject to similar rules with
respect to distributions to us by, and dispositions by us of the stock of, any
of our direct or indirect subsidiaries that are also PFICs.
You can avoid the interest charge by making a mark to market election with
respect to the shares, provided that the shares are "marketable." Shares will be
marketable if they are regularly traded on certain U.S. stock exchanges
(including Nasdaq), or on a foreign stock exchange if:
o the foreign exchange is regulated or supervised by a governmental
authority of the country in which the exchange is located;
o the foreign exchange has trading volume, listing, financial
disclosure, and other requirements designed to prevent fraudulent and
manipulative acts and practices, remove impediments to, and perfect
the mechanism of, a free and open market, and to protect investors;
o the laws of the country in which the exchange is located and the rules
of the exchange ensure that these requirements are actually enforced;
and
o the rules of the exchange ensure active trading of listed stocks.
We believe that the London Stock Exchange satisfies these requirements. For
these purposes, the shares will be considered regularly traded during any
calendar year during which they are traded, other than in negligible quantities,
on at least 15 days during each calendar quarter. Any trades that have as their
principal purpose meeting this requirement will be disregarded.
If you make a mark to market election, you must include in ordinary income
for each year an amount equal to the excess, if any, of the fair market value of
the shares at the close of the taxable year over your adjusted basis in the
shares. You may also claim an ordinary loss deduction for the excess, if any, of
your adjusted basis in the shares over the fair market value of the shares at
the close of the taxable year, but this deduction is allowable only to the
extent of any net mark to market gains for prior years. Gains from an actual
sale or other disposition of the shares will be treated as ordinary income, and
any losses incurred on a sale or other disposition of the shares will be treated
as an ordinary loss to the extent of any net mark to market gains for prior
years. Once made, the election cannot be revoked without the consent of the IRS
unless the shares cease to be marketable. If we are a PFIC for any year in which
you own shares but before a mark to market election is made, the interest charge
rules described above will apply to any mark to market gain recognised in the
year the election is made.
In some cases, a shareholder of a PFIC can also avoid the interest charge
by making a "qualified electing fund" ("QEF") election to be taxed currently on
its share of the PFIC's undistributed income. We do not, however, expect to
provide to you the information regarding this income that would be necessary for
you to make a QEF election with respect to your shares.
If we are a PFIC, you must make an annual return on U.S. Internal Revenue
Service Form 8621, reporting distributions received and gains realised with
respect to each PFIC in which you hold a direct or indirect interest.
You should consult your tax advisers concerning the potential application
of the PFIC rules.
BACKUP WITHHOLDING AND INFORMATION REPORTING
Payments of dividends and other proceeds with respect to shares by U.S.
persons will be reported to you and to the U.S. Internal Revenue Service as may
be required under applicable regulations. Backup withholding at rates of up to
30% may apply to these payments if you fail to provide an accurate taxpayer
identification number or certification of exempt status or fail to report all
interest and dividends required to be shown on your U.S. federal income tax
returns. Some holders, such as corporations, are not subject to backup
withholding. You should consult your tax advisers as to your qualification for
an exemption from backup withholding and the procedure for obtaining an
exemption.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE SENSITIVITY
We had significant cash balances at September 30, 2001 and 2000.
Our exposure to market risk for changes in interest rates relates primarily
to our cash equivalents and short-term investments. We invest surplus funds in
AAA/AA rated credit institutions and earn interest at a floating rate that
follows LIBOR.
We do not use derivative financial instruments in our investment portfolio.
We seek to ensure the safety and preservation of our invested funds by limited
default and market risks by investing with high rated financial institutions.
Non-equity share capital was converted into equity share capital during the
year ended September 30, 2000. The shareholders upon conversion waived all
outstanding liabilities associated with the shares.
The outstanding financial liability which arose as a result of the
acquisition of the Degriftour group of companies was settled in October 2001. No
interest was payable in relation to this liability at year end.
EXCHANGE RATE SENSITIVITY
We publish our consolidated financial statements in pounds sterling, which
is our functional currency. In the year ended September 30, 2001, 37% of our
total revenues were recorded in pounds sterling, as compared to 82% in 2000, and
substantially all the rest was in European currencies that have been replaced by
the euro from January 1, 2002. In the future, we expect this trend to continue
with a greater portion of our sales in the eleven European countries that have
adopted the euro as their currency, as well as sales from European countries
such as Norway, Sweden, Switzerland and others that have not adopted the euro.
Pounds sterling purchases and expenses represented approximately 60% of our cost
of sales and operating expenses in the year ended September 30, 2001, as
compared to 76% in the previous year. A weakening of the euro or other European
currencies that are not part of the euro market against the pound sterling would
reduce our reported revenues and could reduce our reported operating and net
income.
During the year the Group did not seek to hedge this foreign currency
exposure apart from in the Degriftour Group, where US dollar exposures may be
hedged in accordance with Degriftour's exchange rate policy as stated in note 22
of notes to the financial statements.
As a result of the significant investment in its French subsidiaries, the
Group's balance sheet could be significantly affected by movements in the
euro/sterling exchange rate. The Group has not sought to hedge against this
structural currency risk due to the reasonably stable nature of the relationship
between the two currencies. Other operations denominated in foreign currencies
giving rise to structural currency exposure are not significant to the Group. As
such the Group does not hedge against these currency risks.
The Group's principal French subsidiary group, Degriftour, occasionally
hedges against transactional currency exposure on significant U.S. dollar
transactions. Gains and losses on instruments used for hedging are not
recognised until the exposure which is being hedged, is itself recognised.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable to Annual Reports.
PART II
ITEM 13. DEFAULTS, DIVIDENDS, ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE
OF PROCEEDS
Our shares have been listed on the Official List of the U.K. Listing
Authority and traded on the London Stock Exchange and our ADSs have been quoted
on the Nasdaq National Market since March 21, 2000. Pursuant to a Registration
Statement on Form F-1 (Registration No. 333-11582) 33,000,000 ordinary shares,
nominal value 1p per share were registered with the U.S. Securities and Exchange
Commission. Our Form F-1 Registration Statement was declared effective on March
13, 2000 and our offering commenced on March 14, 2000. The managing underwriter
was Morgan Stanley Securities Limited. The total proceeds to us from the
offering were approximately pounds sterling 125.4 million before expenses. We
incurred expenses, excluding underwriting discounts, of pounds sterling 0.6
million. We paid pounds sterling 8.8 million to the underwriters as underwriting
discounts. The net proceeds of the offering to us were pounds sterling 115.9
million. In October 2000 we paid pounds sterling 21.1 million as part cash
consideration for the acquisition of the Degriftour group of companies, with the
remaining pounds sterling 6.3 million final payment of deferred cash
consideration being made in October 2001, as agreed in the original sale
documentation. As at December 31, 2001 the net cash position remaining of the
Group was pounds sterling 36.5 million.
ITEM 15. RESERVED
ITEM 16. RESERVED
PART III
ITEM 17. FINANCIAL STATEMENTS
We have responded to Item 18 in lieu of responding to this item.
ITEM 18. FINANCIAL STATEMENTS
The following audited financial statements and related schedule, together
with the report thereon of Ernst and Young LLP are filed as part of this Annual
Report:
Report of Independent Auditors..........................................
Consolidated Profit and Loss Accounts for the years ended
September 30, 1999, 2000 and 2001.....................................
Consolidated Statements of Total Recognised Gains and Losses for the
years ended September 30, 1999, 2000 and 2001.........................
Consolidated Balance Sheets as at September 30, 2000 and 2001...........
Consolidated Statements of Changes in Shareholders' Funds of Last
Minute Network Limited for the year ended September 30, 1999 and the
period October 1, 1999 to February 15, 2000 and of lastminute.com plc
for the years ended September 30, 2000 and 2001........................
Consolidated Statements of Cash Flows for the years ended September......
30, 1999, 2000 and 2001.............
Notes to the Financial Statements........................................
Schedule for the years ended September 30, 1999, 2000 and
2001...................................................................
Schedule II - Valuation and qualifying accounts..........................
ITEM 19. EXHIBITS
The following exhibits are filed as part of this Annual Report:
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
1.1* Memorandum and Articles of Association of lastminute.com plc
2.1* Form of American Depositary Receipt
2.2* Form of Deposit Agreement between lastminute.com plc and the Morgan
Guaranty Trust Company of New York, as depositary
4.1* Subscription and Shareholders' Agreement dated June 29, 1998
4.2* Shareholders' Agreement dated May 21, 1999
4.3* Subscription Disclosure Letter Agreement dated May 21, 1999
4.4* First Supplemental Shareholders' Agreement dated June 4, 1999
4.5* Second Supplemental Shareholders' Agreement dated November 16, 1999
4.6* Third Supplemental Shareholders' Agreement dated February 4, 2000
4.7* Deed of Adherence to Shareholders' Agreement dated February 15, 2000
4.8* Share Exchange Agreement dated February 15, 2000
4.9* Travel Agency Booking Agreement between Apollo Travel Limited and Last
Minute Network Limited dated August 5, 1998
4.10* Side letter agreement between Apollo Travel Limited and Last Minute
Network Limited dated April 31, 1999 (sic)
4.11* Lufthansa Warrant Instrument dated January 31, 2000
4.12* Virgin Atlantic Airways Warrant Instrument dated February 14, 2000
4.13* Acquisition Agreement dated January 26, 2000
4.14* Service Agreement dated February 24, 2000 between Brent S. Hoberman and
lastminute.com plc
4.15* Service Agreement dated February 24, 2000 between Martha Lane Fox and
lastminute.com plc
4.16* 1998 Unapproved Executive Share Option Scheme
4.17* 1999 Unapproved Executive Share Option Scheme
4.18* 2000 Unapproved Executive Share Option Scheme
4.19* 2000 Approved Executive Share Option Scheme
4.20* 2000 Non-Executive Share Option Scheme
4.21* Acquisition Agreement dated August 11, 2000 between lastminute.com plc,
lastminute S.A.R.L. and Francis Reverse, Pierre Henri Alzon, Pierre
Jacques Alzon, Phillipe Merlhiot and Frederic Battut and their
respective spouses and children
4.22* First Demand Guarantee dated October 23, 2000 between lastminute
S.A.R.L., Barclays Bank plc and Francis Reverse, Pierre Henri Alzon,
Pierre Jacques Alzon, Phillipe Merlhiot and Frederic Battut and their
respective spouses and children
4.23* First Demand Guarantee dated October 19, 2000 between Banque Eurofin,
lastminute.com plc, and lastminute S.A.R.L.
4.24* First Demand Guarantee dated October 19, 2000 between Banque Eurofin,
lastminute.com plc, and lastminute S.A.R.L.
4.25 Service Agreement dated June 21, 2001 between David Howell and Last
Minute Network Limited
4.26 Lastminute.com plc Sharesave Scheme dated February 14, 2002
8.1 List of Subsidiaries
- ----------
* Previously filed as exhibits to Registration Statement on Form F-1
(Registration No. 333-11582), or the Annual Report on Form 20-F for the
fiscal year ended September 30, 2000 of lastminute.com plc and incorporated
herein by reference.
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorised the undersigned
to sign this Annual Report on its behalf.
LASTMINUTE.COM PLC
By: /s/ DAVID HOWELL
----------------
Name: David Howell
Title: Chief Financial Officer
Dated: March 13, 2002
LASTMINUTE.COM PLC
REPORT OF INDEPENDENT AUDITORS
To: The Board of Directors
lastminute.com plc
We have audited the accompanying consolidated balance sheets of
lastminute.com plc at September 30, 2000 and 2001, and the related consolidated
profit and loss accounts and consolidated statements of total recognised gains
and losses, movements in shareholders' funds and cash flows for each of the
three years in the period ended September 30, 2001. Our audits also included the
financial statement schedule listed in the Index at Item 18. These financial
statements and schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
schedule based on our audits.
We conducted our audits in accordance with United Kingdom auditing standards
and United States generally accepted auditing standards. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
lastminute.com plc at September 30, 2000 and 2001, and the consolidated results
of its operations and its consolidated cash flows for each of the three years
ended September 30, 2001 in conformity with accounting principles generally
accepted in the United Kingdom which differ in certain respects from those
generally accepted in the United States (see note 29 of notes to the financial
statements). Also in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole
presents fairly in all material respects the information set forth therein.
ERNST & YOUNG LLP
London, England
November 23, 2001 except for:
Note 28 - Post Balance Sheet Events,
as to which the date is March 13, 2002
LASTMINUTE.COM PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNTS
YEAR ENDED SEPTEMBER 30,
------------------------------------------
NOTES 1999 2000 2001
----- --------- --------- ---------
RESTATED (1)
(L 000, EXCEPT SHARES AND PER SHARE AMOUNTS)
TOTAL TRANSACTION VALUE (2)............. 3 2,647 34,189 124,210
========== ========== ===========
TURNOVER 3
Group and share of joint ventures..... 195 3,740 18,416
Less share of joint ventures.......... - - (47)
---------- ---------- -----------
GROUP TURNOVER.......................... 195 3,740 18,369
Cost of sales........................... 18 401 1,165
---------- ---------- -----------
Gross profit............................ 177 3,339 17,204
---------- ---------- -----------
OPERATING COSTS
Product development................... 1,398 9,951 7,800
Sales and marketing................... 1,597 20,711 27,207
General and administration............ 1,716 10,811 15,787
---------- ---------- -----------
OPERATING COSTS BEFORE DEPRECIATION AND
AMORTISATION.......................... 4,711 41,473 50,794
---------- ---------- -----------
EBITDA (3).............................. (4,534) (38,134) (33,590)
---------- ---------- -----------
Depreciation............................ 33 1,317 8,744
Goodwill amortisation................... - - 14,660
---------- ---------- -----------
TOTAL OPERATING COSTS................... 4,744 42,790 74,198
---------- ---------- -----------
GROUP OPERATING LOSS 4 (4,567) (39,451) (56,994)
Share of operating loss in joint ventures 15 - (75) (196)
---------- ---------- -----------
TOTAL OPERATING LOSS: GROUP AND SHARE OF
JOINT VENTURES........................ (4,567) (39,526) (57,190)
Interest receivable..................... 8 68 3,777 3,480
Interest payable and similar charges.... 9 (1) (41) (36)
---------- ---------- -----------
LOSS ON ORDINARY ACTIVITIES BEFORE
TAXATION.............................. (4,500) (35,790) (53,746)
Tax on loss on ordinary activities...... 10 - - 158
---------- ---------- -----------
LOSS FOR THE FINANCIAL YEAR (4)......... (4,500) (35,790) (53,588)
APPROPRIATIONS
Non equity: Preference shares........... 11 40 - -
---------- ---------- -----------
RETAINED LOSS FOR THE FINANCIAL YEAR.... (4,540) (35,790) (53,588)
========== ========== ===========
LOSS PER SHARE - BASIC AND DILUTED (5).. 12 (13.51)p (36.39)p (31.50)p
========== ========== ===========
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES
OUTSTANDING (5)....................... 33,595,515 98,347,405 170,137,039
========== ========== ===========
- ----------
(1) See note 15 of notes to the financial statements.
(2) Total transaction value, which is stated exclusive of value added tax and
associated taxes, does not represent the Company's statutory turnover and
comprises amounts relating to the Group and its share of joint ventures. In
the majority of transactions, where the Company acts as agent or cash
collector, total transaction value represents the price at which goods or
services have been sold across the web site. In other cases, for example the
reservation of restaurant tables, a flat fee is earned, irrespective of the
value of goods or services provided. In such cases total transaction value
represents the flat fee commission earned. In the small number of cases
where the Company acts as principal, total transaction value represents the
price at which goods or services are offered on the web site.
(3) EBITDA consists of Group operating loss before interest, taxes, depreciation
and amortisation. EBITDA is included because management believes it is a
useful additional measure of performance. EBITDA should not be considered as
a substitute for operating loss, net income, cash flow or other statements
of operations or cash flow data computed in accordance with UK GAAP or US
GAAP or as a measure of our results of operations or liquidity. The EBITDA
measures presented may not be comparable to similarly titled measures used
by other companies.
(4) A summary of the differences between accounting principles generally
accepted in the United Kingdom and those generally accepted in the United
States applicable to the Company is set forth in note 29 of notes to the
financial statements.
(5) Shares and per share amounts have been retroactively adjusted for the 284
for 1 bonus issue of Ordinary Shares on February 15, 2000.
The notes to the financial statements are an integral part of these
financial statements.
LASTMINUTE.COM PLC
CONSOLIDATED STATEMENTS OF TOTAL RECOGNISED GAINS AND LOSSES
YEAR ENDED SEPTEMBER 30,
--------------------------------
NOTES 1999 2000 2001
----- ------ -------- -------
RESTATED(1)
(L 000)
Loss for the financial year excluding share
of losses in joint ventures............... (4,500) (35,715) (53,392)
Share of joint ventures' loss for the year.. 15 - (75) (196)
Gain on the establishment of joint ventures. 15 - 226 202
Foreign currency translation differences.... - 22 (414)
------ -------- -------
Total recognised gains and losses for the
year...................................... (4,500) (35,542) (53,800)
Prior year adjustment....................... 15 - - 184
------ -------- ------
Total gains and losses recognised since
last annual report........................ (4,500) (35,542) (53,616)
====== ======= =======
- ----------
(1) See note 15 of notes to the financial statements.
(2) The statements of comprehensive income required under United States
generally accepted accounting principles are set forth in note 29 of notes
to the financial statements.
The notes to the financial statements are an integral part of these
financial statements.
LASTMINUTE.COM PLC
CONSOLIDATED BALANCE SHEETS
AT SEPTEMBER 30,
----------------------
NOTES 2000 2001
----- ---------- ------
RESTATED(1)
(L 000)
FIXED ASSETS
Intangible assets............................ 13 58,636 43,992
Tangible assets.............................. 14 13,972 13,656
Investments
joint ventures
- gross assets.............................. 230 455
- gross liabilities......................... (23) (78)
------- -------
15 207 377
------- -------
Total fixed assets........................... 72,815 58,025
------- -------
CURRENT ASSETS
Stocks....................................... 16 52 40
Debtors...................................... 17 10,543 11,173
Cash at bank and in hand..................... 103,688 46,617
------- -------
114,283 57,830
CREDITORS: amounts falling due within one year 18 38,363 26,400
------- -------
NET CURRENT ASSETS........................... 75,920 31,430
------- -------
TOTAL ASSETS LESS CURRENT LIABILITIES........ 148,735 89,455
CREDITORS: amounts falling due after more than
one year.................................... 19 6,031 --
PROVISIONS FOR LIABILITIES AND CHARGES....... 21 1,410 543
------- -------
141,294 88,912
======= =======
CAPITAL AND RESERVES (2)
Called up share capital...................... 1,505 1,733
Share premium account........................ 112,923 112,983
Shares to be issued.......................... 197 --
Profit and loss account...................... (40,280) (94,080)
Merger reserve............................... 61,746 61,892
Other reserves............................... 5,203 6,384
------- -------
TOTAL EQUITY SHAREHOLDERS' FUNDS............. 141,294 88,912
======= =======
- ----------
(1) See note 15 of notes to the financial statements.
(2) A summary of the differences between accounting principles generally
accepted in the United Kingdom and those generally accepted in the United
States applicable to the Company is set forth in note 29 of notes to the
financial statements.
The notes to the financial statements are an integral part of these
financial statements.
LASTMINUTE.COM PLC
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' FUNDS
SHARE CAPITAL
LAST MINUTE NETWORK LIMITED ORDINARY SHARES PREFERENCE A SHARES PREFERENCE B SHARES TOTAL
--------------------------- --------------------- ------------------- -------------------- ------
(NO.) (L 000) (NO.) (L 000) (NO.) (L 000) (L 000)
AUTHORISED
At October 1, 1998 ......................... 149,000 1 760 1 -- -- 2
Ordinary Shares of L 0.01 authorised ....... 51,000 1 -- -- -- -- 1
Preference B Shares of L 0.01 authorised ... -- -- -- -- 350,000 350 350
Subdivision of existing Preference A and
Preference B Shares into Preference A
and Preference B Shares of L 0.01 each ... -- -- 75,240 -- 34,650,000 -- --
---------- ----- ------- --- ---------- --- ---
At September 30, 1999 ...................... 200,000 2 76,000 1 35,000,000 350 353
Designation of unissued L 0.01
Preference B Shares to L 0.01
Ordinary Shares (2) ...................... 200,000 2 -- -- (200,000) (2) --
Designation of unissued L 0.01
Preference B Shares to L 0.01
Preference A Shares (2) .................. -- -- 76,000 1 (76,000) (1) --
Ordinary Shares of L 0.01 authorised (4) ... 35,547,712 355 -- -- -- -- 355
---------- ----- ------- --- ---------- --- ---
At February 15, 2000 (5) ................... 35,947,712 359 152,000 2 34,724,000 347 708
========== ===== ======= === ========== === ===
ISSUED
At October 1, 1998 ......................... 115,200 1 760 1 -- -- 2
Ordinary Shares of L 0.01 issued for cash... 8,142 -- -- -- -- -- --
Subdivision of existing Preference A and
Preference B Shares into Preference A
and Preference B Shares of L 0.01 ........ -- -- 75,240 -- -- -- --
Preference B Shares of L 0.01 issued
for cash ................................. -- -- -- -- 114,432 1 1
Preference B Shares issued on
conversion of bridge loan (1)............. -- -- -- -- 9,516 -- --
---------- ----- ------- --- ---------- --- ---
At September 30, 1999 ...................... 123,342 1 76,000 1 123,948 1 3
L 0.01 Ordinary Shares and L 0.01
Preference B Shares ...................... 284 -- -- -- 17,191 -- --
L 0.01 Ordinary Shares issued in part
consideration for the purchase of
Last Minute S.P.R.L....................... 32 -- -- -- -- -- --
L 0.01 Preference A Shares issued for cash . -- -- 4,595 -- -- -- --
L 0.01 Ordinary Shares and L 0.01
Preference A and B Shares issued for
cash (3) ................................. 1,510 -- 4,211 -- 60,346 1 1
284 for 1 Bonus Issue (4) .................. 35,547,712 355 -- -- -- -- 355
---------- ----- ------- --- ---------- --- ---
At February 15, 2000 (5) ................... 35,672,880 356 84,806 1 201,485 2 359
========== ===== ======= === ========== === ===
The notes to the financial statements are an integral part of these
financial statements.
LASTMINUTE.COM PLC
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' FUNDS - (CONTINUED)
SHARE CAPITAL - (CONTINUED)
LASTMINUTE.COM PLC ORDINARY SHARES PREFERENCE A SHARES PREFERENCE B SHARES TOTAL
----------------- ------------------------- ------------------- ----------------------- --------
(NO.) (L 000) (NO.) (L 000) (NO.) (L 000) (L 000)
AUTHORISED
On incorporation October 1, 1999 -
Ordinary Shares of L 1.00 ................... 100 -- -- -- -- -- --
Subdivision of existing L 1.00 Ordinary
Shares into Ordinary Shares of L 0.01 ....... 9,900 -- -- -- -- -- --
Ordinary Shares of L 0.01, Preference A and
Preference B Shares of L 2.85 authorised .... 113,990,000 1,140 152,000 433 34,724,000 98,964 100,537
-------------- ------- -------- ---- ----------- ------- -------
Redesignation of Preference A and
Preference B Shares of L 2.85 to Ordinary
Shares of L 0.01 ............................. 9,939,660,000 99,397 (152,000) (433) (34,724,000) (98,964) --
-------------- ------- -------- ---- ----------- ------- -------
At February 15, 2000 and September 30,
2000 and 2001 ............................... 10,053,660,000 100,537 -- -- -- -- 100,537
============== ======= ======== ==== =========== ======= =======
ISSUED
On incorporation October 1, 1999 -
Ordinary Shares of L 1.00 ................... 2 -- -- -- -- -- --
Subdivision of existing L 1.00 Ordinary
Shares into Ordinary Shares of L 0.01 ....... 198 -- -- -- -- -- --
L 0.01 Ordinary Shares issued in
consideration for the acquisition of
Last Minute Network Limited.................. 35,672,680 356 -- -- -- -- 356
L 2.85 Preference Shares issued in
consideration for the acquisition of
Last Minute Network Limited ................. -- -- 84,806 242 201,485 574 816
L 2.85 Preference Shares converted into
L 0.01 Ordinary Shares ...................... 81,592,935 816 (84,806) (242) (201,485) (574) --
-------------- ------- -------- ---- ----------- ------- -------
At February 15, 2000 (5) ...................... 117,265,815 1,172 -- -- -- -- 1,172
L 0.01 Ordinary Shares issued for the
Initial Public Offering (6) ................. 33,000,000 330 -- -- -- -- 330
L 0.01 Ordinary Shares issued in
consideration for the provision of services . 66,690 1 -- -- -- -- 1
Share options exercised ....................... 241,724 2 -- -- -- -- 2
-------------- ------- -------- ---- ----------- ------- -------
At September 30, 2000 ......................... 150,574,229 1,505 -- -- -- -- 1,505
============== ======= ======== ==== =========== ======= =======
Share options exercised (7) ................... 2,661,801 27 -- -- -- -- 27
L 0.01 Ordinary Shares issued in
consideration for the acquisition of
Degriftour Group (8) ........................ 19,700,000 197 -- -- -- -- 197
L 0.01 Ordinary Shares issued in
consideration for the acquisition of
Urbanbite Limited (9) ....................... 442,151 4 -- -- -- -- 4
-------------- ------- -------- ---- ----------- ------- -------
At September 30, 2001 ......................... 173,378,181 1,733 1,733
============== ======= ======== ==== =========== ======= =======
- --------------
(1) On May 21, 1999, Last Minute Network Limited converted a pound sterling
350,000 bridge loan into Preference B Shares. The loan was an 8% unsecured
convertible loan, convertible at the holders' option at a 25% discount to
the fair value of the share price at the date of conversion.
(2) On February 4, 2000, 76,000 and 200,000 of the authorised Preference B
Shares were re-designated as 76,000 Preference A Shares and 200,000
Ordinary Shares, respectively.
(3) On February 4, 2000, Last Minute Network Limited completed a private
placement of 49,856 Preference B Shares with a number of its strategic
partners for approximately pound sterling 19.0 million. In addition, pound
sterling 6.2 million was raised through the issue of Ordinary Shares,
Preference A Shares and Preference B Shares to existing shareholders.
(4) On February 15, 2000, Last Minute Network Limited increased its authorised
share capital to pound sterling 708,000 by the creation of 35,547,712 new
Ordinary Shares. On the same date, the Company effected a bonus issue of
284 Ordinary Shares for each existing Ordinary Share held by capitalising
pound sterling 355,000 of its share premium account. This bonus issue has
been reflected in the numbers of Ordinary Shares shown above.
(5) On February 15, 2000, following a Group reconstruction, there was a share
for share exchange between lastminute.com plc and Last Minute Network
Limited. This was accounted for in accordance with the principles of merger
accounting.
(6) On March 21, 2000, the Group completed its initial public offering of 33
million Ordinary Shares raising pound sterling 125,400,000 before expenses.
(7) During the year the Company issued 2,661,801 Ordinary Shares following the
exercise of options under the various share option schemes operated by the
Company.
(8) In October 2000 19,700,000 Ordinary Shares were issued as part
consideration for the acquisition of the Degriftour group of companies.
(9) In July 2001 442,151 Ordinary Shares were issued as consideration for the
acquisition of Urbanbite Limited.
The notes to the financial statements are an integral part of these
financial statements.
LASTMINUTE.COM PLC
CONSOLIDATED STATEMENTS OF CHANGES IN THE SHAREHOLDERS' FUNDS - (CONTINUED)
TOTAL SHAREHOLDERS' FUNDS
SHARE PROFIT TOTAL
SHARE PREMIUM AND LOSS OTHER MERGER SHARES TO SHAREHOLDERS'
CAPITAL ACCOUNT ACCOUNT RESERVES RESERVE BE ISSUED FUNDS
--------- --------- --------- -------- --------- --------- -------------
(L 000)
At October 1, 1998 ............. 2 599 (296) -- -- -- 305
Shares issued .................. 1 6,125 -- -- -- -- 6,126
Loss for the year .............. -- -- (4,540) -- -- -- (4,540)
Share-based compensation ....... -- -- -- 672 -- -- 672
Transfer relating to options
exercised .................... -- -- 10 (10) -- -- --
-------- -------- -------- -------- -------- -------- --------
At September 30, 1999 .......... 3 6,724 (4,826) 662 -- -- 2,563
Merger adjustment (1) .......... -- (6,724) -- -- 6,724 -- --
-------- -------- -------- -------- -------- -------- --------
At September 30, 1999 (restated) 3 -- (4,826) 662 6,724 -- 2,563
Shares issued in Last Minute
Network Limited .............. 1 28,191 -- -- -- -- 28,192
Bonus issue (2) ................ 355 (355) -- -- -- -- --
Share conversion ............... 813 -- -- -- -- -- 813
Merger adjustment .............. -- (27,836) -- -- 27,836 -- --
Shares issued (3) .............. 331 112,910 -- -- -- -- 113,241
Loss for the year .............. -- -- (35,748) -- -- -- (35,748)
Foreign currency translation
differences .................. -- -- 22 -- -- -- 22
Share-based compensation ....... -- -- -- 4,582 -- -- 4,582
Shares issued on exercise of
options....................... 2 13 -- -- -- -- 15
Transfers relating to options
exercised .................... -- -- 41 (41) -- -- --
Write back of Preference A
dividend ..................... -- -- 47 -- -- -- 47
Consideration in relation to
purchase of subsidiary
undertaking (4) .............. -- -- -- -- 27,186 197 27,383
-------- -------- -------- -------- -------- -------- --------
At September 30, 2000
(as previously reported) ..... 1,505 112,923 (40,464) 5,203 61,746 197 141,110
Restatement adjustments (5) .... -- -- 184 -- -- -- 184
-------- -------- -------- -------- -------- -------- --------
At September 30, 2000
(as restated)................. 1,505 112,923 (40,280) 5,203 61,746 197 141,294
Loss for the year .............. -- -- (53,588) -- -- -- (53,588)
Foreign currency translation
differences .................. -- -- (414) -- -- -- (414)
Gain arising on the
establishment of joint
venture (5)................... -- -- 202 -- -- -- 202
Consideration in relation to
purchase of:
Degriftour Group ............. 197 -- -- -- -- (197) --
Urbanbite Limited ............ 4 -- -- -- 146 -- 150
Shares issued on exercise of
options....................... 27 162 -- -- -- -- 189
Other .......................... -- (102) -- -- -- -- (102)
Share-based compensation ....... -- -- -- 1,181 -- -- 1,181
-------- -------- -------- -------- -------- -------- --------
At September 30, 2001 .......... 1,733 112,983 (94,080) 6,384 61,892 -- 88,912
======== ======== ======== ======== ======== ======== ========
- ---------------
(1) As explained in more detail in note 1, the Group reconstruction has been
accounted for in accordance with the principles of merger accounting. For
this reason the Group balance sheet as at September 30, 1999 has been
restated to reflect the effect of the merger, which resulted in a share for
share exchange.
(2) On February 15, 2000, the Company effected a bonus issue of 284 Ordinary
Shares for each existing Ordinary Share held by capitalising pound sterling
355,000 of its share premium account.
(3) On March 21, 2000, the Company completed its initial public offering of 33
million ordinary shares raising pound sterling 125,400,000, before
expenses.
(4) On September 30, 2000 the Group obtained control of the Degriftour group of
companies as explained in Note 15. 19,700,000 Ordinary pound sterling 0.01
Shares were issued as part consideration on October 23, 2000.
(5) Refer to note 15 of notes to the financial statements.
(6) The Group has taken advantage of the relief provided by Section 131 of the
Companies Act 1985 from setting up a share premium account for the shares
issued in respect of the acquisition of Last Minute Network Limited and
those in respect of the acquisition of the Degriftour Group and Urbanbite
Limited.
(7) Retained losses at September 30, 2001 include cumulative retained losses of
pound sterling 288,000 in respect of joint ventures. See also note 15 of
notes to the financial statements.
The notes to the financial statements are an integral part of these
financial statements.
LASTMINUTE.COM PLC
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED SEPTEMBER 30,
--------------------------------
NOTES 1999 2000 2001
--------- -------- -------- --------
((L)000)
NET CASH OUTFLOW FROM OPERATING ACTIVITIES .... 24(a) (1,904) (34,652) (31,079)
-------- -------- --------
RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
Interest received ............................. 68 3,777 3,480
Interest paid ................................. (1) (41) (36)
-------- -------- --------
67 3,736 3,444
-------- -------- --------
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Payments to acquire tangible fixed assets ..... (408) (12,289) (8,420)
Receipts from sale of tangible fixed assets ... -- -- 87
-------- -------- --------
(408) (12,289) (8,333)
-------- -------- --------
ACQUISITIONS
Cash acquired with subsidiary ................. -- 747 160
Payments to acquire subsidiary (1) ............ -- -- (21,350)
-------- -------- --------
-- 747 (21,190)
-------- -------- --------
NET CASH OUTFLOW BEFORE MANAGEMENT OF LIQUID
RESOURCES AND FINANCING ..................... (2,245) (42,458) (57,158)
MANAGEMENT OF LIQUID RESOURCES
Increase in short term deposits ............... 24(d) -- (2,547) (1,502)
-------- -------- --------
NET CASH OUTFLOW BEFORE FINANCING ............. (2,245) (45,005) (58,660)
FINANCING
Issue of share capital ........................ 5,776 153,875 87
Costs associated with issue of share capital .. -- (11,978) --
Bridge loan received .......................... 24(b) 350 -- --
-------- -------- --------
INCREASE/(DECREASE) IN CASH ................... 24(c) 3,881 96,892 (58,573)
======== ======== ========
RECONCILIATION OF NET CASH FLOW TO
MOVEMENT IN NET CASH
Movement in net cash .......................... 3,881 96,892 (58,573)
Cash outflow from short term deposits ......... 24(c) -- 2,547 1,502
-------- -------- --------
3,881 99,439 (57,071)
Net cash at the beginning of the year ......... 24(c) 368 4,249 103,688
-------- -------- --------
NET CASH AT THE END OF THE YEAR ............... 24(c) 4,249 103,688 46,617
======== ======== ========
- ---------------
(1) Relates to consideration on the acquisition of the Degriftour Group.
(2) The significant differences between the consolidated statements of cash
flows presented above and those required under United States generally
accepted accounting principles are set forth in note 29 of notes to the
financial statements.
The notes to the financial statements are an integral part of these
financial statements.
LASTMINUTE.COM PLC
NOTES TO THE FINANCIAL STATEMENTS
1. ORGANISATION
Last Minute Network Limited was incorporated in England and Wales on April
1, 1998 as a private limited company.
lastminute.com plc (the "Company") was incorporated in England and Wales on
October 1, 1999 as a private limited company with the name Vibetron Limited. On
incorporation, the Company had an authorised share capital of (pound sterling)
100 consisting of 100 Ordinary Shares, nominal value (pound)1.00, of which two
were issued. On February 15, 2000 the Company re-registered as a public limited
company and changed its name to lastminute.com plc.
On February 15, 2000, the Company acquired Last Minute Network Limited in a
share for share exchange. Holders of Last Minute Network Limited's Ordinary
Shares, Preference A Shares and Preference B Shares received the equivalent
number of Ordinary Shares, Preference A Shares and Preference B Shares,
respectively, in the Company. This Group reconstruction was accounted for in
accordance with the principles of merger accounting set out in Financial
Reporting Standard No. 6 (FRS 6) and Schedule 4A to the Companies Act 1985.
The Degriftour group of companies was acquired in September 2000 and
Urbanbite Limited was acquired in July 2001.
2. ACCOUNTING POLICIES
BASIS OF PREPARATION
The consolidated financial statements are prepared under the historical
cost convention and in accordance with applicable United Kingdom accounting
standards.
BASIS OF CONSOLIDATION
The consolidated financial statements include the financial statements of
the Company and its subsidiary undertakings (together the "Group"), comprising
mainly Last Minute Network Limited and the Degriftour Group, drawn up to
September 30.
The Degriftour group of companies (Revalfi S.A., Voyages Sur Mesures S.A.
and Activnet S.A.R.L.) have been included in the consolidated financial
statements using the acquisition method of accounting. The date of acquisition
was September 30, 2000. Accordingly for the year ended September 30, 2000, the
consolidated profit and loss account and statement of cash flows did not include
any results or cash flows of the Degriftour Group.
Entities in which the Group holds an interest on a long term basis and
which are jointly controlled by the Group and one or more other venturers under
a contractual arrangement are treated as joint ventures. In the consolidated
financial statements, joint ventures are accounted for using the gross equity
method.
Details of the restatement of the prior year amounts in respect of the
Group's investment in its Australian joint venture, lastminute.com (Australia)
Pty Limited are given in note 15.
TOTAL TRANSACTION VALUE (TTV)
TTV, which is stated net of value added tax and associated taxes, does not
represent the Group's statutory turnover.
In the majority of transactions, where the Group acts as agent or cash
collector, TTV represents the price at which goods or services have been sold
across the Group's various platforms.
In other cases, for example the reservation of restaurant tables, a flat
fee is earned, irrespective of the value of goods or services provided. In such
cases TTV represents the flat fee commission earned.
In the small number of cases where the Group acts as principal, TTV
represents the price at which goods or services have been sold across the
Group's various platforms.
TURNOVER
In the majority of cases, the Group does not take ownership of the products
or services being sold and acts as agent, receiving a commission from the
supplier of the products or services being sold. In these cases, turnover
represents commission earned less amounts due or paid on any commission shared.
In a limited number of cases, the Group acts as principal and purchases the
products or services for resale. Where the Group acts as principal, turnover
represents the price at which the products or services have been sold across the
Group's various platforms.
Turnover is recognised once charges to the customer's credit card have been
made, except for travel as noted below, and is stated exclusive of value added
tax and associated taxes.
Travel turnover is recognised at the date of departure.
Turnover also includes advertising, sponsorship and Minitel income.
PRODUCT DEVELOPMENT COSTS
Product development costs include expenses incurred by the Group to manage,
monitor and operate the website and databases. Costs are expensed as incurred.
Costs incurred in developing software for internal use, which have
measurable economic viability, are capitalised when the software reaches the
application development stage and are amortised over the expected useful life of
the software. Costs incurred in developing and enhancing the website are
capitalised as incurred if the measurable economic viability of the expenditure
can be determined and are amortised over the expected useful life of the
website.
ADVERTISING COSTS
The Group expenses the cost of advertising at the time production occurs,
and expenses the cost of communicating advertising in the period in which the
advertising space or airtime is used.
DEFERRED TAXATION
Provision is made or recovery anticipated in respect of all timing
differences likely to reverse in the foreseeable future without being replaced
at rates at which the liability or the asset is expected to crystallise.
FOREIGN CURRENCY TRANSLATION
Transaction revenues and expenses in a foreign currency are recorded at the
average rate of exchange for the month during which the transaction or expense
occurs. Monetary assets and liabilities denominated in foreign currencies are
translated at the rate of exchange at the balance sheet date.
The results of overseas operations are translated into pounds sterling at
average rates of exchange for the period. Exchange differences arising from the
retranslation of opening net assets and results from operations denominated in
foreign currencies to period end rates are taken direct to shareholders' funds.
All other exchange differences are charged or credited to income.
The Group uses forward foreign currency contracts to reduce exposure to
foreign exchange risk. Instruments are used to hedge a committed, or probable
future transaction and are not recognised until the transaction occurs.
It is not the Group's policy to enter into any other derivative
instruments.
INTANGIBLE FIXED ASSETS
Goodwill arising on acquisitions is capitalised, classified as an asset on
the balance sheet and amortised on a straight-line basis, over its useful
economic life subject to a maximum life of 20 years. It is reviewed for
impairment at the end of the first full financial year following the acquisition
and in other periods if events or changes in circumstances indicate that the
carrying value may not be recovered.
Negative goodwill arising on acquisitions is recognised in the balance
sheet. Amounts up to the fair value of non-monetary assets acquired are
recognised in the profit and loss account in the years in which the non-monetary
assets are expected to be recovered. Amounts in excess of the fair values of the
non-monetary assets acquired are recognised in the years expected to benefit.
TANGIBLE FIXED ASSETS
Tangible fixed assets are stated at cost.
Depreciation is provided on all tangible fixed assets at rates calculated
to write off their cost, less estimated residual value based on prices
prevailing at the date of acquisition, over the estimated useful lives of the
assets, as follows:
Leasehold improvements............... remaining period of the lease
Furniture and office equipment....... four years
Computer systems and equipment....... three to five years
Computer software.................... two to three years
Repair and maintenance costs are expensed as incurred.
STOCKS
Stocks represent entertainment tickets held for resale, which are stated at
the lower of cost, on a first in, first out basis, and net realisable value.
CUSTOMER LOYALTY SCHEME
The Group operates a customer loyalty scheme. Customers collect redeemable
"Award Minutes" in proportion to the volume of goods purchased and can redeem
the "Award Minutes" against offers on the website.
The Group provides for the cost of the expected liability based on the
anticipated redemption profile.
EMPLOYEE SHARE SCHEMES
In accordance with UITF Abstract 17 (revised 2000), "Employee Share
Schemes", the difference between the exercise price of share options granted
under the Group's share option schemes and the fair market value of the
underlying ordinary shares at the date of grant is charged to the profit and
loss account on a straight line basis over the period in which the options vest.
The Group provides for National Insurance contributions on options granted
to UK employees on or after April 6, 1999 under its unapproved share option
schemes in accordance with UITF Abstract 25, "National Insurance on share option
gains". The expected charge is allocated over the period in which the options
vest on a straight-line basis.
LEASES
Rentals payable under operating leases are charged to the profit and loss
account on a straight line basis over the lease term. Provision is made for
future rentals where properties are not in use at the period end.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United Kingdom requires management to make
estimates and assumptions that affect the reported amount of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amount of revenue and expenses during
the reporting period. Actual results could differ from estimates.
3. TURNOVER AND SEGMENTAL ANALYSIS
The Group is engaged in the provision of last minute travel, leisure and
gift solutions to its customers via the Internet and other related electronic
distribution platforms. The Group's TTV and turnover are all generated within
this segment.
TTV TURNOVER
(BY DESTINATION AND SOURCE) (BY DESTINATION AND SOURCE)
YEAR ENDED SEPTEMBER 30, YEAR ENDED SEPTEMBER 30,
--------------------------- ---------------------------
1999 2000 2001 1999 2000 2001
------- ------- ------- ------- ------- -------
((L)000)
BY GEOGRAPHICAL AREA
United Kingdom ............... 2,647 33,614 48,723 195 3,085 6,899
Other European Union countries -- 575 75,066 -- 655 11,470
Joint ventures ............... -- -- 421 -- -- 47
------- ------- ------- ------- ------- -------
2,647 34,189 124,210 195 3,740 18,416
======= ======= ======= ======= ======= =======
NET LOSS ON ORDINARY
NET ASSETS/(LIABILITIES) ACTIVITIES BEFORE TAXATION
SEPTEMBER 30, YEAR ENDED SEPTEMBER 30,
--------------------------- ------------------------------
1999 2000 2001 1999 2000 2001
------- ------- ------- ------- ------- -------
RESTATED (1) RESTATED (1)
((L)000)
BY GEOGRAPHICAL AREA
United Kingdom (2).......... (1,520) 20,937 53,953 (4,396) (29,937) (29,720)
Other European Union
countries (3)............. (236) 16,462 (12,035) (131) (9,514) (27,274)
------- ------- ------- ------- ------- -------
(1,756) 37,399 41,918 (4,527) (39,451) (56,994)
Share of operating loss
and net assets of
joint ventures............ -- 207 377 -- (75) (196)
Net interest receivable..... -- -- -- 27 3,736 3,444
Interest bearing assets (4). 4,319 103,688 46,617 -- -- --
------- ------- ------- ------- ------- -------
2,563 141,294 88,912 (4,500) (35,790) (53,746)
======= ======= ======= ======= ======= =======
LONG-LIVED ASSETS
SEPTEMBER 30,
---------------------------
1999 2000 2001
------- ------- -------
RESTATED (1)
((L)000)
BY GEOGRAPHICAL AREA
United Kingdom.............. 403 11,189 10,869
Other European Union countries -- 61,419 46,779
------- ------- -------
Total....................... 403 72,608 57,648
======= ======= =======
- ---------------
(1) Refer to note 15 of notes to the financial statements.
(2) The United Kingdom losses for 1999, 2000 and 2001 include central technical
development and maintenance costs and the expenses related to the Group
management functions, which are not apportioned across the Group's
operating businesses.
(3) Net loss on ordinary activities before taxation for 2001 includes pound
sterling 14,660,000 of goodwill amortisation (2000: nil, 1999: nil). Net
assets include pound sterling 43,992,000 of goodwill for 2001 (2000: pound
sterling 58,636,000, 1999: nil).
(4) Interest is earned on interest bearing assets of which all significant
amounts are held in the United Kingdom.
(5) The other European Union countries area principally relates to the
Company's French subsidiaries.
4. OPERATING LOSS
This is stated after charging/(crediting):
YEAR ENDED SEPTEMBER 30,
---------------------------
1999 2000 2001
------ ------ ------
((L)000)
Auditors' remuneration - audit services......... 5 172 135
- non-audit services (1). 23 141 257
Advertising expenditure ........................ 750 8,979 10,280
Depreciation ................................... 33 1,317 8,744
Goodwill amortisation .......................... -- -- 14,660
Operating lease rentals - land and buildings ... 63 522 1,491
Operating lease rentals - other ................ -- -- 82
Profit on sale of fixed assets ................. -- -- (26)
====== ====== ======
Non-cash share-based compensation:
Product development .......................... 169 1,374 230
Sales and marketing .......................... 218 1,604 669
General and administration ................... 285 1,604 282
------ ------ ------
672 4,582 1,181
====== ====== ======
Provision for Group National Insurance
contributions in relation to non-cash
share-based compensation:
Product development .......................... 144 26 (110)
Sales and marketing .......................... 198 31 (322)
General and administration ................... 258 31 (136)
------ ------ ------
600 88 (568)
====== ====== ======
- ---------------
(1) In the year ended September 30, 2000 this amount excludes the Ernst & Young
fees charged in relation to the Company's initial public offering and
listing on the London Stock Exchange and Nasdaq National Market and the
Company's acquisition of the Degriftour Group. The total of these fees
amounted to pound sterling 930,000.
(2) Operating costs comprise the administrative expenses of the Group.
5. DIRECTORS' REMUNERATION
The remuneration of the Directors was as follows:
YEAR ENDED SEPTEMBER 30, 1999
--------------------------------------------
BASIC SALARY
AND FEES PENSIONS BENEFITS TOTAL
------------ -------- -------- -------
((L))
EXECUTIVE DIRECTORS
Brent Hoberman .................. 55,083 -- 700 55,783
Martha Lane Fox ................. 45,000 6,300(1) 450 51,750
NON-EXECUTIVE DIRECTORS
Pieter Bouw ..................... 5,500 -- -- 5,500
Robert Collier .................. 5,500 -- -- 5,500
------- ------- ------- -------
111,083 6,300 1,150 118,533
======= ======= ======= =======
YEAR ENDED SEPTEMBER 30, 2000
--------------------------------------------
BASIC SALARY
AND FEES PENSIONS BENEFITS TOTAL
------------ -------- -------- -------
((L))
EXECUTIVE DIRECTORS
Brent Hoberman .................. 133,058 -- 3,122 136,180
Martha Lane Fox ................. 110,600 500(1) 3,331 114,431
NON-EXECUTIVE DIRECTORS
Pieter Bouw ..................... 6,000 -- -- 6,000
Robert Collier .................. 6,000 -- -- 6,000
------- ------- ------- -------
255,658 500 6,453 262,611
======= ======= ======= =======
YEAR ENDED SEPTEMBER 30, 2001
----------------------------------------------------------------
CASH
SUPPLEMENT
IN LIEU OF
BASIC SALARY PENSION
AND FEES BENEFITS BONUS BENEFITS TOTAL
------------ ---------- ---------- -------- --------
((L))
EXECUTIVE DIRECTORS
Brent Hoberman ............ 150,000 21,000 -- 2,295 173,295
Martha Lane Fox ........... 118,500 16,590 -- 2,499 137,589
David Howell .............. 35,000 4,900 -- 65 39,965
Pierre Alzon (2) .......... 99,882 10,618 27,551(3) -- 138,051
NON-EXECUTIVE DIRECTORS
Pieter Bouw ............... 500 -- -- -- 500
Robert Collier ............ 6,000 -- -- -- 6,000
------- ------- ------- ------- -------
409,882 53,108 27,551 4,859 495,400
======= ======= ======= ======= =======
- ---------------
(1) The pension contributions on behalf of Martha Lane Fox for 1999 and 2000
were to lastminute.com's defined contribution pension scheme. There were no
pension contributions for any other Director in those periods.
(2) In addition to his remuneration paid during employment, Pierre Alzon has
received a total of pound sterling 102,877 compensation payable as a result
of the termination of his employment contract. This amount is payable at
various dates to January 2002, but is fully accrued in the year to
September 30, 2001.
(3) The bonus for Pierre Alzon was paid during the year, but accrued within the
Degriftour Group in the year to September 30, 2000 prior to the acquisition
of Degriftour by the Company.
No other bonuses were paid during the year.
The Company does not remunerate any other Directors for their services on
the Board of Directors or any Committee of the Board.
Pieter Bouw made a gain of pound sterling 264,131 on the exercise of share
options during the year ended September 30, 2001 following his resignation from
the Board.
The highest paid Director was Brent Hoberman whose emoluments are shown
above, but when gains on the exercise of share options are included, the highest
paid Director in 2001 was Pieter Bouw with an option gain of pound sterling
264,131.
The Directors' beneficial interests in the Ordinary Shares, restated for
the effects of the 284 for 1 bonus issue on February 15, 2000, were as follows:
AT SEPTEMBER 30,
(OR DATE OF APPOINTMENT IF LATER)
------------------------------------------
1999 2000 2001
---------- ---------- ----------
(NO.)
EXECUTIVE DIRECTORS
Brent Hoberman ................. 16,929,000 15,708,860 15,836,133
Martha Lane Fox ................ 11,024,655 10,182,425 10,207,879
Pierre Alzon ................... -- 1,983,835 1,983,835
NON-EXECUTIVE DIRECTORS
Linda Faye Levinson (1) ........ 11,623,440 13,371,280 13,371,280
Brian Collie ................... -- 13,155 19,155
Laurent Laffy (2) .............. 21,909,660 25,738,065 25,738,065
Robert Collier ................. -- 13,157 13,157
Allan Leighton ................. -- -- 197,273
---------- ---------- ----------
61,486,755 67,010,777 67,366,777
========== ========== ==========
- ---------------
(1) Linda Fayne Levinson is a partner of Global Retail Partners, L.L.P. and its
affiliates, which have an interest in 13,371,280 (2000: 13,371,280)
ordinary shares. She disclaims beneficial ownership of these shares, except
for her proportional interest therein.
(2) Laurent Laffy is a partner in Arts Alliance Advisors, investment advisor to
Cheetah International Investments Limited, which has an interest over
25,738,065 (2000: 25,738,065) ordinary shares. He has a beneficial interest
in 45,600 (2000: 45,600) of the ordinary shares held by Cheetah
International Investments Limited.
Directors' interests in share options over Ordinary Shares are as follows
(the 1999 amounts have been restated for the effects of the 284 for 1 bonus
issue on February 15, 2000).
TOTAL
EXERCISE AT SEPTEMBER, AT SEPTEMBER GRANTED EXERCISED SEPTEMBER 30,
PRICE 1999 30, 2000 DURING YEAR DURING YEAR 2001
-------- ------------- ------------ ----------- ----------- -------------
PENCE NO. NO. NO. NO. NO.
EXECUTIVE DIRECTORS:
Brent Hoberman (1) ....... 2.31 151,335 151,335 -- -- 151,335
Martha Lane Fox (1) ...... 2.31 129,675 129,675 -- -- 129,675
David Howell (2) ......... 34.00 -- -- 1,000,000 -- 1,000,000
Pierre Alzon (3) ......... 35.00 -- -- 56,663 -- 56,663
NON-EXECUTIVE DIRECTORS:
Allan Leighton (4) ....... 137.50 -- -- 1,000,000 -- 1,000,000
Robert Collier (5) ....... 2.31 360,265 360,265 -- -- 360,265
- ---------------
(1) The options were granted in accordance with the terms and conditions laid
out in the 1998 Unapproved Executive Share Option Scheme and are
exercisable until June 28, 2008.
(2) The options were granted in accordance with the terms and conditions laid
out in the 2000 Unapproved and Approved Executive Share Option Schemes and
are exercisable until July 3, 2011.
(3) The options were granted in accordance with the terms and conditions laid
out in the 2000 Unapproved Executive Share Option Scheme and are
exercisable until August 30, 2011.
(4) The options were granted in accordance with the terms and conditions laid
out in the Non-Executive Share Option Scheme 2000 and are exercisable until
January 7, 2011.
(5) The options were granted in accordance with the terms and conditions laid
out in the 1998 Unapproved Executive Share Option Scheme and are
exercisable until October 31, 2008.
The market price of the Company's shares on September 30, 2001 was 20p and
the high and low share prices during the year were 140p and 19.5p respectively
(2000: 333.5p and 122.5p).
No other Director has any interest in ordinary shares and there have been
no changes in the interests of the Directors shown above since September 30,
2001. Full details of Directors' shareholdings and options are contained in the
Register of Directors' Interests which is kept by the Company and is open to
inspection in accordance with the provisions of the Companies Act 1985.
6. EMPLOYEE SHARE SCHEMES
The Group has five share option schemes - the Last Minute Network Limited
1998 Unapproved Executive Share Option Scheme, the Last Minute Network Limited
1999 Unapproved Executive Share Option Scheme, the lastminute.com plc 2000
Unapproved Executive Share Option Scheme (the "Unapproved Executive Schemes"),
the lastminute.com plc 2000 Approved Executive Share Option Scheme and the
lastminute.com plc Non-Executive Share Option Scheme 2000. To date, the Group
has granted options under all of these schemes. In addition, after the balance
sheet date, shareholders of the Company approved the lastminute.com plc
Sharesave Scheme, but this has not been operated as at the date of this Annual
Report.
Under the Executive Share Schemes, subject to the satisfaction of any
performance condition and the continuous employment of the option holder for at
least six months prior to exercise, options are normally exercisable in
accordance with a formula set out in the respective scheme rules. The formula
normally allows for the gradual vesting of the options over a three-year period
from the date of grant. Options which have not been exercised, will normally
lapse on the tenth anniversary of grant.
Options may also be exercised in the event of a change in control of the
Company. In these circumstances, an option will become exercisable for a period
of 30 days from the date on which a sale of the Company becomes unconditional
(following which it will lapse), provided that the option holder exercises his
option on terms that he agrees to sell the shares acquired on the terms offered
to him by the acquiring company.
A summary of activity for share options, restated for the effects of the
284 for 1 bonus issue on February 15, 2000, issued is shown below:
YEAR ENDED SEPTEMBER 30,
---------------------------------------------------------------------------------------
1999 2000 2001
--------------------------- --------------------------- ----------------------------
NUMBER OF WEIGHTED NUMBER OF WEIGHTED NUMBER OF WEIGHTED
OPTIONS AVERAGE OPTIONS AVERAGE OPTIONS AVERAGE
GRANTED EXERCISE PRICE GRANTED EXERCISE PRICE GRANTED EXERCISE PRICE
---------- -------------- ---------- -------------- ---------- --------------
(NO.) (P) (NO.) (P) (NO.) (P)
Options outstanding:
Beginning of the period 1,274,805 2.31 10,995,015 5.74 16,792,539 40.64
Granted............... 9,784,335 6.15 6,521,721 100.65 7,340,786 51.00
Exercised............. (64,125) 2.31 (232,604) 6.49 (2,661,801) 7.20
Lapsed................ -- - (491,593) 130.82 (3,178,295) 81.10
---------- ------- ---------- ------- ---------- -------
End of period......... 10,995,015 5.74 16,792,539 40.64 18,293,229 42.33
========== ======= ========== ======= ========== =======
Range of exercise prices 2.31 to 2.31 to 2.31 to
73.93 218 218
======= ======= =======
Options exercisable, end 2.31 to 2.31 to
of the year......... -- -- 7,125,473 133.87 10,205,509 218
========== ======= ========== ======= ========== =======
The following tables summarise information about the range of exercise
prices, restated for the effects of the 284 for 1 bonus issue of Ordinary Shares
on February 15, 2000, for share options outstanding at September 30, 1999, 2000
and 2001.
SEPTEMBER 30, 1999
WEIGHTED AVERAGE
NUMBER REMAINING WEIGHTED AVERAGE
EXERCISE PRICE OUTSTANDING CONTRACTUAL LIFE EXERCISE PRICE
-------------- ----------- ---------------- ----------------
(P) (NO.) (YEARS) (P)
2.31 8,568,240 9.15 2.31
12.05 1,045,950 9.63 12.05
17.21 1,257,705 9.70 17.21
73.93 123,120 9.86 73.93
---------- ------ ------
10,995,015 9.62 5.74
========== ====== ======
SEPTEMBER 30, 2000
WEIGHTED AVERAGE
NUMBER REMAINING WEIGHTED AVERAGE
EXERCISE PRICE OUTSTANDING CONTRACTUAL LIFE EXERCISE PRICE
-------------- ----------- ---------------- ----------------
(P) (NO.) (YEARS) (P)
2.31 8,244,134 7.85 2.31
12.05 1,045,950 8.63 12.05
17.21 1,147,140 8.70 17.21
36.96 1,774,125 9.13 36.96
73.93 719,896 9.03 73.93
106.87 855,000 9.33 106.87
133.87 2,066,639 9.34 133.87
210.00 22,483 9.39 210.00
218.00 15,794 9.50 218.00
138.00 290,869 9.58 138.00
209.00 43,452 9.67 209.00
152.00 418,685 9.75 152.00
186.00 44,816 9.83 186.00
139.00 63,556 9.91 139.00
150.00 40,000 9.92 150.00
---------- ------ ------
16,792,539 8.50 40.64
========== ====== ======
SEPTEMBER 30, 2001
WEIGHTED AVERAGE
NUMBER REMAINING WEIGHTED AVERAGE
EXERCISE PRICE OUTSTANDING CONTRACTUAL LIFE EXERCISE PRICE
-------------- ----------- ---------------- ----------------
(P) (NO.) (YEARS) (P)
2.31 6,663,674 6.85 2.31
12.05 473,030 7.63 12.05
17.21 541,108 7.70 17.21
19.50 85,000 9.92 19.50
20.00 320,991 10.00 20.00
27.50 1,302,719 9.83 27.50
31.50 31,746 9.79 31.50
33.00 439,684 9.71 33.00
34.00 1,000,000 9.75 34.00
35.00 1,464,257 9.92 35.00
36.96 1,012,535 8.13 36.96
46.00 170,114 9.46 46.00
47.50 85,589 9.50 47.50
48.50 30,555 9.63 48.50
55.50 83,760 9.38 55.50
72.50 547,644 9.13 72.50
73.93 664,068 8.03 73.93
74.00 126,932 9.21 74.00
76.50 60,536 9.29 76.50
119.50 40,652 9.08 119.50
133.87 1,694,999 8.34 133.87
137.50 1,000,000 9.04 137.50
138.00 205,513 8.58 138.00
139.00 37,070 8.91 139.00
150.00 40,000 8.92 150.00
152.00 94,948 8.75 152.00
186.00 29,265 8.83 186.00
190.00 3,630 8.42 190.00
209.00 28,935 8.67 209.00
210.00 3,706 8.39 210.00
218.00 10,569 8.50 218.00
---------- ------ ------
18,293,229 8.23 42.33
========== ====== ======
The weighted average fair values, restated for the effects of the 284 for 1
bonus issue on February 15, 2000, of share options granted during the year ended
September 30, 1999, 2000 and 2001, were 22.07p, 66.54p and 28.87p, respectively.
The fair values were determined using the Black-Scholes option-pricing model.
The weighted average assumptions used in the Black-Scholes model were as
follows:
YEAR ENDED SEPTEMBER 30,
------------------------------------
1999 2000 2001
--------- --------- ---------
Dividend yield .......................... 0% 0% 0%
Expected volatility ..................... 0.001% 70% 71%
Risk free interest rate.................. 5.9% 6.2% 6.1%
Expected life ........................... 1.8 years 4.0 years 4.0 years
7. STAFF COSTS (INCLUDING EXECUTIVE DIRECTORS)
YEAR ENDED SEPTEMBER 30,
----------------------------
1999 2000 2001
------ ------ ------
(L000)
Wages and salaries ........................... 688 8,770 21,364
Social security costs ........................ 64 1,154 3,297
Pension contributions ........................ 20 60 613
Non-cash share-based compensation ............ 672 4,582 1,181
Group National Insurance contributions
on share options .......................... 600 88 (568)
------ ------ ------
2,024 14,654 25,887
====== ====== ======
The principal Group defined contribution pension scheme is available to
U.K. Executive Directors and employees only. The Group contributes to a grouped
personal pension plan to provide retirement and death benefits. The Group
currently contributes up to a maximum of 14% of the employees' basic salary to
an investment account in the name of the individual employee or pays the cash
equivalent direct to the employee. The assets of the plan are separate from
those of the Group and are managed by Standard Life.
In France there are various elements to the pension arrangements. Firstly,
most employees benefit from a government provided retirement plan, the costs of
which are included within social security costs. In addition, a number of
employees receive retirement benefits through a defined contribution pension
plan. Certain senior executives are also members of a separate defined
contribution pension plan to which the Group contributes.
Most other Group companies have defined contribution pension plans, the
forms and benefits of which vary with conditions and practices in the countries
concerned.
Non-cash share-based compensation represents the difference between the
exercise price of share options granted and the fair market value of the
underlying Ordinary Shares at the date of grant. As the options granted to date
gradually vest over three years, the difference is being taken to the profit and
loss account as an operating expense on a straight-line basis over the vesting
period.
The average monthly number of employees, including Executive Directors
during the period comprised:
YEAR ENDED SEPTEMBER 30,
----------------------------
1999 2000 2001
------ ------ ------
NO.
Product development........................... 15 44 100
Sales and marketing........................... 6 182 436
General and administration.................... 8 81 123
------ ------ ------
29 307 659
====== ====== ======
8. INTEREST RECEIVABLE
YEAR ENDED SEPTEMBER 30,
----------------------------
1999 2000 2001
------ ------ ------
(L000)
Bank interest................................. 68 3,777 3,480
====== ====== ======
9. INTEREST PAYABLE AND SIMILAR CHARGES
YEAR ENDED SEPTEMBER 30,
----------------------------
1999 2000 2001
------ ------ ------
(L000)
Bank overdrafts............................... 1 41 36
====== ====== ======
10. TAX ON LOSS ON ORDINARY ACTIVITIES
YEAR ENDED SEPTEMBER 30,
----------------------------
1999 2000 2001
------ ------ ------
(L000)
U.K. corporation tax.......................... -- -- --
Overseas corporation tax credit............... -- -- (158)
====== ====== ======
As a result of the losses for the years ended September 30, 1999, 2000 and
2001, no corporation tax charge arose in those periods. At September 30, 2001
the Group has tax losses of approximately pound sterling 59.7 million (2000:
pound sterling 31.9 million) available to carry forward without expiry and
offset against future trading profits.
The Group also has an unprovided deferred tax asset relating to accelerated
capital allowances of pound sterling 1.1 million at September 30, 2001 (2000:
deferred tax liability pound sterling 1.8 million).
The statutory rate of corporation tax is reconciled to the effective rate
of tax as follows:
YEAR ENDED SEPTEMBER 30,
----------------------------
1999 2000 2001
------ ------ ------
(PERCENTAGE)
Statutory corporation tax rate................ 30.0 30.0 30.0
Overseas income taxed at other than UK (0.2) 2.0 3.0
statutory tax rate.........................
Permanent differences......................... (1.7) (1.9) (8.3)
Deferred tax not provided..................... (28.1) (30.1) (24.4)
------ ------ ------
Effective tax rate............................ 0.0 0.0 0.3
====== ====== ======
11. APPROPRIATIONS
YEAR ENDED SEPTEMBER 30,
----------------------------
1999 2000 2001
------ ------ ------
(L000)
Non Equity:
Accrual of Preference Dividends............... 40 -- --
====== ====== ======
12. LOSS PER ORDINARY SHARE
YEAR ENDED SEPTEMBER 30,
-------------------------------------
1999 2000 2001
----------- ----------- -----------
RESTATED
(L000)
Loss used for calculation of loss per
share.................................. (4,540) (35,790) (53,588)
=========== =========== ===========
(NO.)
Weighted average number of Ordinary
Shares in issue... ................... 33,595,515 98,347,405 170,137,039
=========== =========== ===========
The 2000 amounts have been restated for the effects of the matters referred
to in note 15.
The loss used for the calculation of loss per share for the year ended
September 30, 2000 prior to restatement was (pound sterling ) 35,748,000. The
effect of the restatement on the loss per share is an increase of 0.04 pence
from 36.35p to 36.39p loss per share.
Securities that could potentially dilute basic earnings per share in the
future are share options and warrants.
13. INTANGIBLE FIXED ASSETS
GOODWILL
------------
((L)000)
COST:
At October 1, 1999 ......................................... --
Acquisition of subsidiary undertaking....................... 58,636
------
At September 30, 2000 ...................................... 58,636
Acquisition of subsidiary undertaking....................... 16
------
At September 30, 2001 ...................................... 58,652
======
AMORTISATION:
At October 1, 1999 and
September 30, 2000 ......................................... --
Charged during the year .................................... 14,660
------
At September 30, 2001 ...................................... 14,660
======
NET BOOK VALUE:
At October 1, 1999 ......................................... --
======
At September 30, 2000 ...................................... 58,636
======
At September 30, 2001 ...................................... 43,992
======
During the year ended September 30, 2000 goodwill arose on the acquisition
of the Degriftour Group and is being amortised evenly over the Directors'
estimate of its useful economic life of four years.
During the year ended September 30, 2001 goodwill arose on the acquisition
of Urbanbite Limited. This is also being amortised evenly over the Directors'
estimate of its useful economic life of four years.
14. TANGIBLE FIXED ASSETS
FURNITURE COMPUTER
LEASEHOLD AND OFFICE SYSTEMS AND COMPUTER
IMPROVEMENTS EQUIPMENT EQUIPMENT SOFTWARE TOTAL
------------ ---------- ----------- -------- -------
((L)000)
COST:
At October 1, 1999 ........ -- 31 365 40 436
Additions ................. 830 1,330 3,147 7,225 12,532
Acquisition of subsidiary.. -- 798 1,119 437 2,354
------- ------- ------- ------- -------
At September 30, 2000 .... 830 2,159 4,631 7,702 15,322
Additions ................. 71 322 1,329 6,672 8,394
Disposals ................. -- (222) (352) -- (574)
Acquisition of subsidiary.. -- 11 15 69 95
------- ------- ------- ------- -------
At September 30, 2001 .... 901 2,270 5,623 14,443 23,237
======= ======= ======= ======= =======
DEPRECIATION:
At October 1, 1999 ........ -- 3 29 1 33
Provided during the year .. 69 172 674 402 1,317
------- ------- ------- ------- -------
At September 30, 2000 .... 69 175 703 403 1,350
Provided during the year .. 185 691 2,213 5,655 8,744
Disposals ................. -- (161) (352) -- (513)
------- ------- ------- ------- -------
At September 30, 2001 .... 254 705 2,564 6,058 9,581
======= ======= ======= ======= =======
NET BOOK VALUE:
At September 30, 1999 .... -- 28 336 39 403
======= ======= ======= ======= =======
At September 30, 2000 .... 761 1,984 3,928 7,299 13,972
======= ======= ======= ======= =======
At September 30, 2001 .... 647 1,565 3,059 8,385 13,656
======= ======= ======= ======= =======
15. INVESTMENTS
JOINT VENTURES
SHARE OF NEGATIVE
NET ASSETS GOODWILL TOTAL
---------- -------- -------
((L)000)
Cost:
At October 1, 1999 ........................... -- -- --
Incorporation ................................ 288 (288) --
Share of loss retained by joint venture....... (75) -- (75)
Exchange loss taken to reserves .............. (6) -- (6)
Amortisation ................................. -- 42 42
---- ---- ----
At September 30, 2000 ........................ 207 (246) (39)
Restatement adjustments ...................... -- 246 246
---- ---- ----
At September 30, 2000 (as restated) .......... 207 -- 207
Additions during the year .................... 377 -- 377
Share of loss retained by joint venture....... (196) -- (196)
Exchange loss taken to reserves .............. (11) -- (11)
---- ---- ----
At September 30, 2001 ........................ 377 -- 377
==== ==== ====
LASTMINUTE NETWORK S.L.
On September 1, 2001 the Group entered into a joint venture agreement with
Sol Melia Travel S.A. in relation to its Spanish entity. The joint venture was
established by Sol Melia Travel S.A. subscribing for an interest of 70% in
Lastminute Network S.L. for 429,000 euros in cash. Lastminute Network S.L. was
previously a 100% trading subsidiary of the Group.
The Group now holds 30% of the share capital of the Spanish company and its
investment in the company is treated as a joint venture because the board
control is split between the investing entities. Both parties have the power of
veto over any major decision.
The net assets of the subsidiary prior to the deemed disposal were 184,000
euros. No profit or loss arose on the transaction. For the 11 month period to
August 31, 2001 Lastminute Network S.L. incurred (pound sterling) 1.2 million of
the Group loss for the year ended September 30, 2001, utilised (pound sterling)
1.0 million of the Group's operating cash flows and (pound sterling) 0.1 million
in respect of capital expenditure.
LASTMINUTE.COM AUSTRALIA (PTY) LIMITED AND LASTMINUTE.COM (PTY) LIMITED
The Group also has joint ventures with Travel.com.au Limited in Australia
and Tourvest Holdings (Proprietary) Limited in South Africa. The joint venture
companies are, respectively, lastminute.com Australia (Pty) Limited and
lastminute.com (Pty) Limited. During the year, following the granting of local
regulatory approval, our South African joint venture was incorporated and
commenced trading.
Although the Group only holds 25.1% of the share capital of the Australian
and South African joint venture entities, its investments in the entities are
treated as joint ventures because board control is split between the respective
investing entities. Both parties have the power of veto over any major decision.
As purchase consideration for its share of the ordinary share capital of the
joint venture entities, lastminute.com entered into two contractual agreements
with each joint venture partner. The first committed to providing technical
know-how and support in the set-up and continued service of the joint venture
entities' websites. The second allows for use of the Group's licensed trademark
in the geographical areas in which the joint venture companies operate. In each
joint venture, our joint venture partner's subscription for share capital
consisted of an undertaking to pay cash to the joint venture. In accounting for
the South African joint venture the Group has followed the requirements of UITF
Abstract 31, "Exchanges of businesses or non-monetary assets for an interest in
a subsidiary, joint venture or associate", and has assessed an unrealised gain
of pound sterling 202,000.
The Australian joint venture was first accounted for in the financial
statements for the year ended September 30, 2000, prior to the publication of
the Abstract. The cost of the assets given up by the Group was nil, therefore
giving rise to a carrying value of the investment of nil. The assets contributed
by our joint venture partner, however, gave rise to a share of net assets of the
joint venture in the Group's financial statements of pound sterling 288,000,
which was offset by an equivalent amount of negative goodwill.
In order to enable comparability in the financial statements, the Directors
wish to have the Australian, South African and any future joint ventures
involving the exchange of businesses or other non-monetary assets accounted for
on the same basis. As a result, the Australian joint venture has been restated
in the prior year financial statements as if it had always been accounted for
under UITF Abstract 31.
As a result, the carrying value of this joint venture in the prior year has
been increased by pound sterling 246,000, and accruals have been increased by
pound sterling 62,000 for the estimated costs of supporting the continued
service of the website and the loss for the year ended September 30, 2000 has
been increased by pound sterling 42,000 being the reversal of the amortisation
of the negative goodwill that was credited in the prior year. An unrealised gain
of pound sterling 226,000 arose on the establishment of the joint venture
under UITF Abstract 31 and has been included in the prior year consolidated
statement of total recognised gains and losses. The effect on the current year
financial statements is to increase the loss for the year by pound sterling
72,000 as the amortisation of negative goodwill no longer arises.
ACQUISITIONS
On September 30, 2000 the Group acquired the Degriftour Group (comprising
Revalfi S.A.R.L. and its subsidiary undertakings, Voyages Sur Mesure S.A. and
Activnet S.A.R.L.) for a consideration of pound sterling 54,522,000, satisfied
by 35,000,000 euros paid on October 23, 2000, 10,000,000 euros payable on
October 23, 2001 by Last Minute Network S.A.R.L. and the issue of 19,700,000 new
ordinary shares at pound sterling 1.39 each by the Company. In the September
30, 2000 balance sheet, the consideration payable on October 23, 2000 was
classified within 'creditors: amounts falling due within one year'; the deferred
consideration payable was classified within 'creditors: amounts falling due
after more than one year'.
Goodwill arising on the acquisition of the Degriftour Group has been
capitalised and is being amortised over four years. The investment in the
Degriftour Group, has been included in the consolidated balance sheet using the
acquisition method of accounting at its fair value at September 30, 2000.
Analysis of the acquisition of the Degriftour Group:
BOOK AND FAIR VALUE
OF ASSETS ACQUIRED
-------------------
((L)000)
Tangible fixed assets .................................... 2,354
Debtors .................................................. 4,203
Creditors ................................................ (7,883)
Cash ..................................................... 747
Provisions ............................................... (506)
Taxation ................................................. (129)
-------
Net liabilities acquired ................................. (1,214)
-------
Goodwill (note 13) ....................................... 58,636
-------
Cost of net business ..................................... 57,422
=======
The table below shows the revenues and losses for the years ended September
30, 1999 and 2000 as if the Degriftour Group had been part of the Group for both
years.
YEAR ENDED
SEPTEMBER 30,
------------------------
1999 2000
-------- --------
((L)000)
Total Transaction Value ........................ 53,397 91,278
======= =======
Turnover ....................................... 10,036 12,736
Loss for the financial year .................... (4,140) (38,559)
------- -------
Loss per share - basic and diluted ............. (12.44)p (39.21)p
======= =======
On July 13, 2001 the Group acquired Urbanbite Limited for a consideration
which was satisfied by the issue of 442,151 new ordinary shares at 33.9p each by
lastminute.com plc. Goodwill arising on the acquisition has been capitalised and
is being amortised over four years. The investment has been included in the
Group balance sheet using the acquisition method of accounting at its fair value
at July 13, 2001. The Directors do not consider this to be a material
acquisition and the pro forma effect is not significant.
16. STOCKS
AT SEPTEMBER 30,
------------------------
2000 2001
-------- --------
((L)000)
Entertainment tickets held for resale...... 52 40
======= =======
There is no material difference between the replacement costs of stocks and
their balance sheet amounts.
17. DEBTORS
AT SEPTEMBER 30,
------------------------
2000 2001
-------- --------
((L)000)
Trade debtors.............................. 2,827 4,557
Other debtors.............................. 5,980 4,804
Prepayments and accrued income............. 1,736 1,812
------- -------
10,543 11,173
======= =======
Trade debtors are stated net of provisions for bad and doubtful debts
of pound sterling 242,000 (2000: pound sterling 282,000)
18. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
AT SEPTEMBER 30,
------------------------
2000 2001
-------- --------
((L)000)
Trade creditors............................ 10,250 12,421
Other taxes and social security costs...... 1,788 1,157
Other creditors............................ 331 1,796
Consideration payable in relation to
acquisition of subsidiary undertaking... 21,350 6,185
Accruals and deferred income............... 4,644 4,841
------- -------
38,363 26,400
======= =======
19. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
AT SEPTEMBER 30,
------------------------
2000 2001
-------- --------
((L)000)
Deferred consideration for the purchase of
subsidiary undertaking..................... 6,031 --
======= =======
20. OPERATING LEASE COMMITMENTS
(a) Annual commitments under non-cancellable operating leases are as
follows:
LAND AND OTHER OPERATING
BUILDINGS LEASES
AT SEPTEMBER 30, AT SEPTEMBER 30,
---------------- ----------------
2000 2001 2000 2001
------ ------ ------ ------
((L)000) ((L)000)
Operating leases which expire:
Within one year ...................... -- 305 -- 153
In one to two years .................. 1,420 55 -- 17
In two to three years ................ 600 -- -- 93
In three to four years ............... 600 681 -- --
In four to five years ................ 151 118 -- --
Over five years ...................... -- 319 -- --
----- ----- ----- -----
2,771 1,478 -- 263
===== ===== ===== =====
(b) Total commitments under non-cancellable operating leases are as
follows:
LAND AND OTHER OPERATING
BUILDINGS LEASES
AT SEPTEMBER 30, AT SEPTEMBER 30,
2001 2001
---------------- ----------------
((L)000) ((L)000)
Due within one year ..................... 1,478 263
One to two years ........................ 1,176 108
Two to three years ...................... 1,127 61
Three to four years ..................... 666 --
Four to five years ...................... 450 --
Over five years ......................... 836 --
----- -----
5,733 432
===== =====
21. PROVISIONS FOR LIABILITIES AND CHARGES
NATIONAL
INSURANCE ON ONEROUS
GRANTED OPTIONS CONTRACT OTHER TOTAL
--------------- -------- ------- -------
((L)000)
At October 1, 1999 ............ 600 -- 14 614
Provided during the year ...... 88 -- 202 290
Acquisition of subsidiary
undertaking.................... -- 452 54 506
------ ------ ------ ------
At September 30, 2000 ......... 688 452 270 1,410
Provided during the year ...... 33 -- 267 300
Utilised during the year ...... (94) (148) (161) (403)
Released during the year ...... (601) -- (163) (764)
------ ------ ------ ------
At September 30, 2001 ......... 26 304 213 543
====== ====== ====== ======
The Group provides for National Insurance contributions on options granted.
A provision is made at the prevailing rate, which is currently 11.9%, over the
vesting period of the options on the difference between the period end share
value and the grant price, being the Group's best estimate of the ultimate
liability at each period end. This provision is utilised as options are
exercised.
A provision was recognised for an onerous lease contract in the Degriftour
Group, and was based on the future charges of the lease over the remaining one
and a half years of the lease.
Other includes the provision for Award Minutes which are expected to be
utilised over a period of three years.
22. FINANCIAL INSTRUMENTS
The Group's financial instruments comprise trade and other debtors, trade
and other creditors, accruals, deferred consideration in relation to the
purchase of the Degriftour Group, cash and short term deposits, and forward
currency exchange contracts.
As permitted by FRS 13, Derivatives and Other Financial Instruments:
Disclosures, amounts dealt within the numerical disclosures in this note, with
the exception of the currency analysis, exclude short-term debtors and
creditors.
INTEREST RATE RISK
The Group has significant cash balances at September 30, 2001. The majority
of these are held on short term deposits with AAA/AA rated credit institutions.
This earns interest at a floating rate that follows LIBOR. No interest is
payable in relation to the financial liability which has arisen as a result of
deferring payment for the acquisition of the Degriftour group of companies.
LIQUIDITY RISK
The Group's policy has previously been to finance its operations and
expansion through the sale of equity and non-equity share capital. On March 21,
2000, the Company completed an initial public offering of Ordinary Shares.
Consequently the Group's policy is to hold cash in appropriately short term
funds to enable it to finance its operations and expansion.
CURRENCY RISK: STRUCTURAL
As a result of the significant investment in its French subsidiaries, the
Group's balance sheet could be significantly affected by movements in the
Euro/Sterling exchange rate. The Group has not sought to hedge against this
structural currency risk due to the reasonably stable nature of the relationship
between the two currencies. Other operations denominated in foreign currencies
giving rise to structural currency exposure are not significant to the Group at
this time, as such the Group does not hedge against these currency risks.
CURRENCY RISK: TRANSACTIONAL
The Group faces transactional exposure in respect of costs and revenues
denominated in currencies other than the transacting company's functional
currency (see table below).
During the year the Group did not seek to hedge this exposure apart from in
the Degriftour Group, where US Dollar exposures may be hedged in accordance with
Degriftour's exchange rate policy as stated elsewhere in this note.
Interest rate profile of financial assets (all are based on floating rates at
market rates linked to LIBOR):
TOTAL CASH
((L)000)
------------
AT SEPTEMBER 30, 2000
Sterling ................................................. 72,439
U.S. Dollars ............................................. 2,676
Euro ..................................................... 28,493
Swedish Krona ............................................ 80
-------
103,688
=======
AT SEPTEMBER 30, 2001
Sterling ................................................. 32,098
U.S. Dollars ............................................. 1,162
Euro ..................................................... 13,199
Swedish Krona ............................................ 131
Australian Dollars ....................................... 27
-------
46,617
=======
Interest rate profile of financial liabilities:
FINANCIAL LIABILITIES
ON WHICH NO INTEREST
IS PAID
---------------------
(L000)
At September 30, 2000
Euro.................. 6,335
=========
At September 30, 2001
Euro.................. 101
=========
The weighted average period of the financial liabilities for the year ended
September 30, 2001 is 1.3 years (2000: 1.1 years).
CURRENCY RISKS
The table below shows the Group's currency exposure; in other words those
transactional exposures that give rise to net currency gains and losses
recognised in the profit and loss account. Such exposures comprise the monetary
assets and liabilities of the Group that are not denominated in the functional
currency of operations.
SWEDISH AUSTRALIAN
EURO U.S. DOLLAR KRONA DOLLAR TOTAL
------ ----------- ------- ---------- -----
(L000)
FUNCTIONAL CURRENCY OF COMPANY OPERATIONS
AS AT SEPTEMBER 30, 2000
Sterling................................. 27,119 2,676 2 - 29,797
====== ===== ===== ====== ======
AS AT SEPTEMBER 30, 2001
Sterling................................. 7,252 1,162 65 27 8,506
====== ===== ===== ====== ======
FAIR VALUES OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES
BOOK VALUE FAIR VALUE BOOK VALUE FAIR VALUE
SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30, SEPTEMBER 30,
2000 2000 2001 2001
------------- ------------- ------------- -------------
(L000)
Cash................ 103,688 103,688 46,617 46,617
Deferred consideration
payable............. (6,031) (6,031) - -
Onerous lease contract (304) (304) (101) (101)
Forward foreign
currency contracts.. - - - (4)
========= ========== ========== ==========
HEDGES
The Degriftour Group's policy is to hedge against transactional currency
exposure on significant US Dollar transactions. Gains and losses on instruments
used for hedging are not recognised until the exposure which is being hedged, is
itself recognised. Unrecognised gains and losses on instruments used for
hedging, and the movements thereon are as follows:
GAINS/(LOSSES)
--------------
(L000)
Unrecognised gains and losses on hedges at
September 30, 2000............................... 2
Of which:
Gains expected to be recognised in the year to
September 30, 2001............................... 2
===========
Unrecognised losses on hedges at September 30, 2001 (4)
Of which:
Losses expected to be recognised in the year to
September 30, 2002............................... (4)
===========
23. WARRANTS
On January 31, 2000 and February 14, 2000 the Company executed
performance-based warrant instruments pursuant to which the Company may grant
warrants to acquire up to 5,544,675 and 5,543,250 Ordinary Shares to each of
Lufthansa and Virgin Atlantic Airways respectively. The granting of warrants, at
the end of five six-month measuring periods commencing on January 1, 2000 and
March 1, 2000 respectively, was dependent upon specified levels of ticket sales
being achieved for each period through the Company's website. Each warrant will
be exercisable at a price of 37p per share during a 60-day period commencing
three years after the date of the grant. The Group may terminate the warrant
instruments in certain circumstances if the relevant airline fails to meet
minimum levels of sales in the first two measuring periods.
As at September 30, 2001 the Group had not granted any warrants under
either warrant instrument.
24. NOTES TO THE CONSOLIDATED STATEMENT OF CASH FLOWS
(a) Reconciliation of operating loss to net cash outflow from operating
activities
YEAR ENDED SEPTEMBER 30,
1999 2000 2001
-------- -------- -------
(L000)
Operating loss....................... (4,567) (39,451) (56,994)
Depreciation......................... 33 1,317 8,744
Amortisation of goodwill............. - - 14,660
Increase in debtors.................. (694) (5,732) (451)
(Increase)/decrease in stocks........ (1) (51) 12
Increase in creditors................ 2,039 4,686 3,155
Increase/(decrease) in provisions.... 614 290 (867)
Foreign exchange losses.............. - (293) (493)
Share-based compensation............. 672 4,582 1,181
Profit on sale of fixed assets....... - - (26)
------ ------- ------
Net cash outflow from operating
activities........................... (1,904) (34,652) (31,079)
====== ======= =======
(b) In January 1999, the Company received from three of its investors a
convertible unsecured bridge loan of pound sterling 350,000. In May
1999, this loan was converted into Preference B Shares at a 25%
discount to the fair value of the shares at that date.
(c) Analysis of net cash position
AT AT AT AT
OCTOBER 1, SEPTEMBER 30, SEPTEMBER 30, EXCHANGE SEPTEMBER 30,
1998 CASH FLOW 1999 CASH FLOW 2000 CASH FLOW DIFFERENCES 2001
----------- --------- ------------ --------- ------------ --------- ----------- -------------
(L000)
Cash at bank... 368 3,951 4,319 96,822 101,141 (58,718) 145 42,568
Short term
deposits....... - - - 2,547 2,547 1,502 - 4,049
Bank overdrafts - (70) (70) 70 - - - -
-------- -------- ---------- -------- ---------- -------- ---------- ---------
368 3,881 4,249 99,439 103,688 (57,216) 145 46,617
======== ======== ========== ======== =========== ========= ========== ==========
(d) Liquid resources comprise money held by the Group's bankers on short
term deposits totalling pound sterling 4.0 million. pound sterling 2.1
million of this is held as a financial guarantee for the Group to
comply with the Civil Aviation Authority's terms and conditions on an
Air Travel Organiser's Licence and pound sterling 1.3 million in
relation to IATA.
25. COMMITMENTS AND CONTINGENCIES
The Company has a number of guarantees on behalf of its subsidiary
undertakings, which totalled pound sterling 4.0 million at September 30, 2001.
The amount principally comprises pound sterling 2.1 million which has been made
as a guarantee to the Civil Aviation Authority in relation to meeting
obligations in respect of its Air Travel Organiser's Licence and (pound)1.3
million to IATA.
26. RELATED PARTY TRANSACTIONS
There have been no related party transactions entered into during the year.
27. COMPANIES ACT 1985
These financial statements are not the Company's statutory accounts within
the meaning of section 240 of the Companies Act 1985 of Great Britain. Audited
statutory financial statements have been prepared and delivered to the Registrar
of Companies for England and Wales for Last Minute Network Limited for the year
ended September 30, 1999 and for lastminute.com plc for the years ended
September 30, 2000 and 2001. Unqualified audit opinions were given for each of
these financial statements.
28. POST BALANCE SHEET EVENTS
On October 22, 2001 the guarantee in respect of the Air Travel Organiser's
Licence was reduced by pound sterling 2.0 million to pound sterling 0.1 million.
In February 2002 the Company completed a multiparty joint venture agreement
with Kinki Nippon Tourist Co. Limited, Nippon Travel Agency Co. Limited,
Mitsubishi Corporation/MC Capital Fund, Credit Saison Co. Limited & Japan Efund,
to establish a new e-commerce business under the lastminute.com brand in Japan.
The joint venture will operate as an online provider of travel and leisure
solutions providing late availability inspirational travel products and
services.
29. DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES
The financial statements are prepared in accordance with accounting
principles generally accepted in the United Kingdom ("UK GAAP"), which differ in
certain respects from those generally accepted in the United States ("US GAAP").
The significant differences as they apply to the Company are summarised below.
COMPANY NATIONAL INSURANCE CONTRIBUTIONS ON SHARE OPTIONS
The Group, under UK GAAP, provides for its National Insurance contributions
on options granted on or after April 6, 1999 under its unapproved share option
schemes. In previous periods provision was made at a rate of 12.2% on the
difference between the period end share value and the grant price, being the
Group's best estimate of the ultimate liability at each period end. The National
Insurance employers' contribution rate changed to 11.9% on April 6, 2001.
Following the issue of UITF published Abstract 25, "National Insurance on
share option gains", the Group changed its accounting policy with respect to
National Insurance on share options and now provides for the expected liability
over the period of performance.
For periods ended September 30, 1998 and 1999, under US GAAP, a provision
was made for the estimated liability over the vesting period of the options.
With the issue of EITF 00-16 in July 2000, US GAAP now requires that payroll
taxes incurred in connection with stock-based compensation be recognised on the
date of the event that triggers the payment, i.e. the date of the exercise. No
provision need therefore be made for the expected liability before the exercise
date. Hence the Group, in following EITF 00-16, made a cumulative adjustment to
the National Insurance charge in the profit and loss account presented below.
CONVERTIBLE UNSECURED LOAN
Under UK GAAP, on conversion of the bridge loan in May 1999 into Preference
B Shares at a 25% discount to the fair value of the shares at that date, no
charge to profit and loss account was made for the discount.
Under US GAAP, the discount would have been expensed over the period to the
earliest conversion date. Accordingly, in the reconciliations below the discount
has been expensed in the year ended September 30, 1999.
DEFERRED TAXATION
Under UK GAAP, the Company provides for deferred taxation using the
liability method on all material timing differences to the extent that it is
probable that the liabilities will crystallise in the foreseeable future.
Under US GAAP, deferred taxation is generally provided on a full liability
basis on all temporary differences between the book and tax basis of assets and
liabilities. As the Company has incurred operating losses since its inception no
deferred tax asset would be recognised under US GAAP because it is more likely
than not that it will not be realised.
GOODWILL
On October 23, 2000, lastminute.com plc formally completed the acquisition
of the entire issued share capital of the Degriftour Group. Goodwill arising on
the transaction amounted to pound sterling 58.6 million under UK GAAP and is
being amortised on a straight-line basis over four years. Effective control of
Degriftour passed from the vendors to lastminute.com plc on September 30, 2000
and accordingly the consolidated balance sheet of lastminute.com plc as at
September 30, 2000 incorporates the assets and liabilities of the Degriftour
group of companies. lastminute.com plc paid, as part consideration for that
acquisition, pound sterling 21.1 million. On the same day, 19,700,000 pound
sterling 0.01 ordinary shares were issued at a market value of pound sterling
1.39 also in consideration for the acquisition. The shares were valued at the
date of transfer of effective control.
Under US GAAP, the share value is measured at the average of the quoted
price for a reasonable period before and after the terms of the acquisition are
agreed and announced. Hence the shares, under US GAAP accounting, were issued at
a market value of pound sterling 1.615. The effect of using different share
prices is to increase the consideration paid for the Degriftour Group by pound
sterling 4,433,000. This has been reflected in the valuation of intangible
assets acquired shown below.
Values were attributable to Intangible assets under US GAAP as follows:
AT
SEPTEMBER 30,
2000
------------
(L000)
FIXED ASSETS
Intangible assets
Workforce in-place................... 614
Internally developed technological 282
systems.............................
Trademarks/trade names............... 2,092
Supplier relations................... 3,789
Goodwill............................. 56,292
------
63,069
======
On July 13, 2001 the Group acquired Urbanbite Limited for a consideration
which was satisfied by the issue of 442,151 new Ordinary Shares at 33.9p each by
lastminute.com plc. Under UK GAAP the goodwill arising of pound sterling 16,000
has been capitalised and is being amortised over four years. Under US GAAP,
goodwill arising on acquisitions from July 1, 2001 is not amortised, but is
subject to an annual impairment review. There has been no impairment in the
period ended September 30, 2001.
The Group reviews the carrying amount of goodwill if events or changes in
circumstances indicate that it may be impaired. If this review indicates that
goodwill will not be recoverable, as determined based on the estimated
undiscounted cash flows of the entity acquired over the remaining amortisation
period, the carrying amount of the goodwill is reduced by the estimated
shortfall of cash flows.
JOINT VENTURES
Under UK GAAP joint ventures are accounted for using the gross equity
method in consolidated financial statements. The Group's share of the joint
venture's net sales, operating profit, exceptional items, interest and taxation
are reflected in the appropriate line items in the Group's income statement.
Under US GAAP joint ventures are accounted for using the equity method in
consolidated financial statements. The Group's share of the joint venture's net
income would be reported as a one line item after income tax.
Under UK GAAP, the Group has followed the requirements of UITF Abstract 31,
"Exchanges of businesses or non-monetary assets for an interest in a subsidiary,
joint venture or associate", on the establishment of joint ventures where the
Group contributed non-monetary assets and unrealised gains of pound sterling
226,000 and pound sterling 202,000 have been recognised in the years ending
September 30, 2000 and 2001 respectively.
Under US GAAP, on the establishment of joint ventures where the Group
contributed non-monetary assets, no gain would have arisen and the negative
goodwill arising would be amortised over the periods expected to benefit
therefrom, being four years.
RESTRICTED CASH
Under UK GAAP, amounts on deposit in respect of guarantees are included in
cash in the balance sheet. Under US GAAP, such restricted cash is disclosed
separately in the balance sheet.
The effect of the above differences on the loss for the period and
shareholders' funds is shown in the following reconciliations.
PROFIT AND LOSS ACCOUNT
YEAR ENDED
SEPTEMBER 30,
1999 2000 2001
----------- ----------- -------------
RESTATED (1)
(L000, EXCEPT SHARES AND PER SHARE AMOUNTS)
Loss for the period as reported in the consolidated
profit and loss account under UK GAAP............ (4,500) (35,790) (53,588)
------ ------- -------
Provision for Company National Insurance 163 525 (662)
contributions....................................
Goodwill amortisation charge....................... -- -- (1,108)
Share of operating loss in joint ventures.......... -- 33 107
Discount on convertible loan....................... (167) -- --
------ -------- -------
Net income adjustment.............................. (4) 558 (1,663)
------ ------- -------
Loss for the period as adjusted to accord with (4,504) (35,232) (55,251)
US GAAP.......................................... ====== ======= =======
Loss per Ordinary Share as so adjusted - basic and
diluted.......................................... (13.53)p (35.82)p (32.47)p
Loss per American Depositary Share - basic and
diluted(2)....................................... (67.65)p (179.10)p (162.35)p
====== ======= =======
- ----------
(1) See note 15.
(2) Each American Depositary Share represents five Ordinary Shares.
COMPREHENSIVE INCOME
Comprehensive income under US GAAP, is summarised as follows:
YEAR ENDED SEPTEMBER 30,
1999 2000 2001
--------- --------- ---------
RESTATED (1)
(L000)
Loss in accordance with US GAAP..................... (4,504) (35,232) (55,251)
Currency translation differences.................... -- 22 (414)
------ ------- -------
Comprehensive income adjusted to accord with US GAAP (4,504) (35,210) (55,665)
====== ======= =======
- ----------
(1) See note 15.
Movements in other comprehensive income amounts are as follows:
CURRENCY
TRANSLATION
DIFFERENCES
-----------
(L000)
At October 1, 1998 and September 30, 1999........... --
Arising in the period............................... 22
-------
At September 30, 2000............................... 22
Arising in the period............................... (414)
--------
At September 30, 2001............................... (392)
========
SHAREHOLDERS' FUNDS
AT SEPTEMBER 30,
----------------
2000 2001
----- ------
RESTATED(1)
(L000)
Shareholders' funds as reported in the consolidated
balance sheet under UK GAAP........................ 141,294 88,912
Goodwill
Cost............................................. 4,433 4,433
Amortisation..................................... -- (1,108)
------- --------
4,433 3,325
Investments - joint ventures....................... (193) (288)
Cash............................................... (2,547) (4,049)
Restricted cash.................................... 2,547 4,049
Provisions for liabilities and charges -
Company National Insurance contributions.......... 688 26
------- --------
Shareholders' funds as adjusted to accord with
US GAAP........................................... 146,222 91,975
======= =======
- ----------
(1) See note 15.
CONSOLIDATED STATEMENTS OF CASH FLOWS
The consolidated statements of cash flows presented under UK GAAP present
substantially the same information as those required under US GAAP but differ
with regard to the classification of items within the statements and as regards
the definition of cash and cash equivalents.
Under US GAAP, cash and cash equivalents do not include bank overdrafts.
The Company classifies deposits with a remaining maturity of more than three
months and those temporarily restricted as short term deposits.
Under UK GAAP, if applicable, cash flows are presented separately for operating
activities, dividends from associates, returns on investments and servicing of
finance, taxation, capital expenditure and financial investment, acquisitions,
equity dividends and management of liquid resources and financing. US GAAP,
however, require only three categories of cash flow to be reported; operating,
investing and financing. Under US GAAP, cash paid or received for interest and
income taxes would be included in operating activities and capital expenditure
would be included within investing activities.
Under US GAAP, the following would be reported:
YEAR ENDED SEPTEMBER 30,
------------------------------------
1999 2000 2001
------------ --------- ---------
(L000)
Net cash used in operating activities...... (1,837) (30,916) (27,780)
Net cash used in investing activities...... (408) (14,089) (31,025)
Net cash provided by financing activities.. 6,196 141,827 87
----- ------- ------
Increase/(decrease) in cash and cash 3,951 96,822 (58,718)
equivalents................................
Exchange differences....................... -- -- 145
Cash and cash equivalents at beginning of
period..................................... 368 4,319 101,141
----- ------- -------
Cash and cash equivalents at end of period. 4,319 101,141 42,568
===== ======= =======
ADDITIONAL DISCLOSURES REQUIRED BY US GAAP IN RESPECT OF DEFERRED TAXATION
Deferred tax comprises the following:
AT SEPTEMBER 30,
------------------
2000 2001
------ ------
(L 000)
Net operating losses carried
forward......................... 10,650 17,910
Less: Valuation allowance....... (10,650) (17,910)
------- --------
Net deferred tax asset.......... -- --
======= ========
ADDITIONAL INFORMATION REQUIRED UNDER US GAAP IN RESPECT OF DERIVATIVE AND
HEDGING ACTIVITIES
Under Statement of Financial Accounting Standards 133 ("SFAS 133"), all
derivatives are required to be recognised in the balance sheet as either assets
or liabilities and measured at fair value. The Group has limited activity in
derivatives and at October 1, 2000 and September 30, 2001 their fair values were
insignificant. See note 22.
ADDITIONAL INFORMATION REQUIRED UNDER US GAAP IN RESPECT OF SHARE-BASED
COMPENSATION
At September 30, 2001, the unearned compensation expense was pound sterling
323,000. The Company expects to amortise pound sterling 284,000 in the year
ending September 30, 2002, pound sterling 36,000 in the year ending September
30, 2003 and pound sterling 3,000 in the year ended September 30, 2004.
Under US GAAP, where the intrinsic value method in APB 25 is used for the
measurement of stock based compensation, disclosure of the pro forma effect on
net loss and net loss per share is required on the basis of the fair value
method set forth in Statement of Financial Accounting Standards 123 ("SFAS
123"). Under SFAS 123, using the fair values given in note 6, net loss for the
year ended September 30, 2001 would have been pound sterling 54.2 million (2000:
pound sterling 37.6 million, 1999: pound sterling 4.5 million) and basic and
diluted net loss per share would have been 31.85p (2000: 38.27p, 1999: 13.53p).
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to a
concentration of credit risk consist of cash and cash equivalents and accounts
receivable. Cash and cash equivalents are deposited with high credit, quality
financial institutions.
The Company's debtors comprise commissions receivable and amounts due from
credit card processors. The Company generally requires no collateral from its
suppliers.
At September 30, 2001, the Company did not consider there to be any
significant concentration of credit risk.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
UK GAAP
FRS 17, Retirement Benefits, issued in November 2000, is fully effective
for accounting periods ending on or after June 22, 2003. Certain of the
disclosure requirements are effective for periods prior to the June 2003
deadline. The Standard requires that financial statements reflect at fair value
the assets and liabilities arising from an employer's retirement benefit
obligations and related funding. The operating costs of providing retirement
benefits are recognised in the period in which they are earned together with any
related finance costs and changes in the value of the related assets and
liabilities. The impact of FRS 17 is not expected to have a significant impact
on the Group's financial position and results under UK GAAP.
FRS 19, Deferred Tax, issued in December 2000, is effective for accounting
periods ending on or after January 23, 2002. The Standard requires full
provision to be made for deferred tax assets and liabilities arising from most
types of timing differences. The Standard allows, but does not require, a policy
of discounting deferred tax assets and liabilities. The implementation of FRS 19
had no effect on the Group's financial position and results.
US GAAP
SFAS 141, Business Combinations, and SFAS 142, Goodwill and Other
Intangible Assets, both issued in June 2001, are effective for accounting
periods beginning after December 15, 2001. Under the new rules, goodwill and
separable intangible assets deemed to have indefinite lives will no longer be
amortised but will be subject to annual impairment tests. Other intangible
assets, except for workforce in place, will continue to be amortised over their
useful lives. It is not currently possible to quantify the impact of the new
standards as any impairment resulting on adoption will depend on the
circumstances existing at that time. However, on the assumption there is no
impairment of goodwill on adoption, SFAS 142 will result in an increase in net
income as a result of the non-amortisation of the revised goodwill.
SFAS 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
issued in August 2001, is effective for accounting periods beginning after
December 15, 2001. SFAS 144 supersedes SFAS 121 and, while retaining many of the
recognition and measurement provisions of SFAS 121, it excludes goodwill and
intangible assets not being amortised from its impairment provisions and it
significantly changes the criteria that have to be met in order to classify
long-lived assets as held-for-sale. SFAS 144 also supersedes the provisions of
APB 30 with regard to reporting the effects of a disposal of a business segment
and requires expected future operating losses from discontinued operations to be
reported in the periods in which the losses are incurred rather than as of the
measurement date. In addition, more dispositions will qualify for discontinued
operations treatment in the income statement. As the provisions of SFAS 144 are
to be applied prospectively, the impact on the Group, if any, will depend upon
the circumstances existing at that time.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
VALUATION AND QUALIFYING ACCOUNTS
-------------------------------------------------------------
BALANCE AT ADDITIONS BALANCE AT
BEGINNING OF CHARGED TO COSTS END OF
PERIOD AND EXPENSES DEDUCTIONS PERIOD
------------- ------------- ---------- -----------
(L000)
Year ended September 30, 1999........
Provisions for bad and doubtful debts -- 10 -- 10
Year ended September 30, 2000........
Provisions for bad and doubtful debts 10 284 (12) 282
Year ended September 30, 2001........
Provisions for bad and doubtful debts 282 235 (275) 242
(LOGO)
U43875
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
1.1* Memorandum and Articles of Association of lastminute.com plc
2.1* Form of American Depositary Receipt
2.2* Form of Deposit Agreement between lastminute.com plc and the Morgan
Guaranty Trust Company of New York, as depositary
4.1* Subscription and Shareholders' Agreement dated June 29, 1998
4.2* Shareholders' Agreement dated May 21, 1999
4.3* Subscription Disclosure Letter Agreement dated May 21, 1999
4.4* First Supplemental Shareholders' Agreement dated June 4, 1999
4.5* Second Supplemental Shareholders' Agreement dated November 16, 1999
4.6* Third Supplemental Shareholders' Agreement dated February 4, 2000
4.7* Deed of Adherence to Shareholders' Agreement dated February 15, 2000
4.8* Share Exchange Agreement dated February 15, 2000
4.9* Travel Agency Booking Agreement between Apollo Travel Limited and Last
Minute Network Limited dated August 5, 1998
4.10* Side letter agreement between Apollo Travel Limited and Last Minute
Network Limited dated April 31, 1999 (sic)
4.11* Lufthansa Warrant Instrument dated January 31, 2000
4.12* Virgin Atlantic Airways Warrant Instrument dated February 14, 2000
4.13* Acquisition Agreement dated January 26, 2000
4.14* Service Agreement dated February 24, 2000 between Brent S. Hoberman and
lastminute.com plc
4.15* Service Agreement dated February 24, 2000 between Martha Lane Fox and
lastminute.com plc
4.16* 1998 Unapproved Executive Share Option Scheme
4.17* 1999 Unapproved Executive Share Option Scheme
4.18* 2000 Unapproved Executive Share Option Scheme
4.19* 2000 Approved Executive Share Option Scheme
4.20* 2000 Non-Executive Share Option Scheme
4.21* Acquisition Agreement dated August 11, 2000 between lastminute.com plc,
lastminute S.A.R.L. and Francis Reverse, Pierre Henri Alzon, Pierre
Jacques Alzon, Phillipe Merlhiot and Frederic Battut and their
respective spouses and children
4.22* First Demand Guarantee dated October 23, 2000 between lastminute
S.A.R.L., Barclays Bank plc and Francis Reverse, Pierre Henri Alzon,
Pierre Jacques Alzon, Phillipe Merlhiot and Frederic Battut and their
respective spouses and children
4.23* First Demand Guarantee dated October 19, 2000 between Banque Eurofin,
lastminute.com plc, and lastminute S.A.R.L.
4.24* First Demand Guarantee dated October 19, 2000 between Banque Eurofin,
lastminute.com plc, and lastminute S.A.R.L.
4.25 Service Agreement dated June 21, 2001 between David Howell and Last
Minute Network Limited
4.26 Lastminute.com plc Sharesave Scheme dated February 14, 2002
8.1 List of Subsidiaries
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* Previously filed as exhibits to Registration Statement on Form F-1
(Registration No. 333-11582), or the Annual Report on Form 20-F for the
fiscal year ended September 30, 2000 of lastminute.com plc and incorporated
herein by reference.
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
FOR THE YEAR ENDED SEPTEMBER 30, 2001
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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EXHIBITS
TO
FORM 20-F
ANNUAL REPORT
UNDER
THE SECURITIES ACT OF 1934
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LASTMINUTE.COM PLC
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