TIDMXPD
RNS Number : 2685A
Xpediator PLC
23 May 2023
23 May 2023
XPEDIATOR PLC
("Xpediator", the "Company" or the "Group")
FINAL RESULTS
Xpediator Plc (AIM: XPD), a leading provider of freight
management services across the UK and Central and Eastern Europe,
is pleased to announce its audited final results for the twelve
months ended 31 December 2022.
2022 Financial Highlights
-- Significant organic growth with Group revenue increasing 30%
to a record performance of GBP386.7m (2021: GBP296.6m) with a
particularly strong contribution from the Group's largest division,
Freight Forwarding.
o Freight Forwarding delivered revenue of GBP312.7m, an increase
of 34%.
o Warehouse & Logistics delivered revenue of GBP65.6m, an
increase of 16%.
o Transport Support Services delivered revenue of GBP8.4m, an
increase of 35%.
-- Adjusted profit before tax of GBP11.0m, up 21% (2021: GBP9.1m). *
-- Reported profit before tax of GBP6.5m (2021: GBP4.3m).
-- Adjusted basic earnings per share of 3.03 pence (2021: 3.68 pence).
-- Basic loss per share of (0.13) pence (2021: earnings per share 0.29 pence).
-- Net cash generated from operating activities was GBP17.7m (2021: GBP4.7m).
-- Net debt position of GBP3.6m (2021: net debt of GBP4.8m)
improved due to strong trading across the Group, particularly in
Delamode Baltics, but also as a result of greater focus on turning
around the loss-making UK entities
2022 Operational Highlights
-- Continued exceptional performance in the Freight Forwarding
Division, especially in the Baltic region, the largest region for
the Group in terms of revenue and profit.
-- Profitable performances by both the Transport Support
Services and Romanian Warehouse & Logistics Divisions helped
the Group achieve a particularly strong second half
performance.
-- The UK Logistics Division, underwent significant change
during the period, including post year end, the closure of the
Beckton warehouse.
Recommended Cash Offer
-- On 6 April 2023, Xpediator announced a recommended cash offer
by DLM Bidco Limited, of 44p per share comprising 42p in cash and a
special dividend of 2p (the "Offer").
-- Under the terms of the Offer, a loan note alternative will be
available to eligible shareholders, which will enable them to elect
to receive loan notes in lieu of part or all of the cash
consideration to which they would otherwise be entitled under the
terms of the Offer.
-- The Xpediator Directors, who have been so advised by Zeus
Capital (financial adviser to Xpediator) as to the financial terms
of the Offer, consider the terms of the Offer to be fair and
reasonable.
-- Shareholder meetings will be held on 7 June 2023 at which
eligible shareholders will vote on the proposed Offer.
*Adjusted profit before tax is set out in Chief Financial
Officer's report and includes adjustments for the amortisation of
intangibles, impairment, the impact of the application of IFRS16
and exceptional items.
Xpediator plc Tel: +44 (0)330
043 2395
Graham Moore, Interim Chief Operating Officer
Richard Myson, Chief Financial Officer
Zeus (Nominated Adviser & Broker) Tel: +44 (0)20 3829
5000
David Foreman, James Hornigold, Ed Beddows
(Investment Banking)
Dominic King (Corporate Broking)
Novella Communications (Financial Public Tel: +44 (0)20 3151
Relations) 7008
Tim Robertson
Safia Colebrook
About Xpediator:
Xpediator is a well-established international provider of
freight management services. Established in 1988, the Group's
international network of offices provides road, sea and air freight
services, together with logistics and warehousing in the UK and
Romania. The business offers integrated freight management within
the supply chain logistics and fulfilment sector, through its three
main areas: freight forwarding, logistics & warehousing and
transport services. With headquarters in Braintree, Essex and
country offices in nine CEE countries across 34 sites, the Group
currently employs over 1,400 people and was successfully listed on
London's AIM market in 2017.
For more information, please visit: www.xpediator.com .
Alternatively, do follow us on Twitter at @Xpediator or find us
on LinkedIn at Xpediator Plc .
Interim Chairman's Statement
Introduction
I am pleased to present these results for the 12 months to 31
December 2022. The Group generated revenues of GBP386.7m, a 30%
increase over the prior year and adjusted profit before tax of
GBP11.0m, up 21%. Statutory profit before tax was GBP6.5m, up 52%.
An excellent performance and further enhanced by the progress made
with reducing net debt, being GBP3.6m at 31 December 2022
substantially down from the GBP8.0m at 30 June 2022.
Trading has begun positively in 2023 and we expect the business
to continue to grow throughout the current year. At the same time,
we remain aware of potential challenges. To date, we have managed
to offset any reduction in trade due to the conflict in Ukraine
with sales increases in other markets, and whilst globally markets
remain challenging, we will continue to operate within our
capabilities and not over extend ourselves.
Recommended Offer
On 4 May 2023, the Board recommended an Offer from DLM Bidco
Limited (a newly incorporated entity indirectly owned by a
consortium comprising the Company's largest shareholder, Cogels
Investments Limited ("Cogels"), the investment vehicle of close
family members of Stephen Blyth (former CEO of Xpediator), funds
managed by Baltcap, one of the largest private equity investors in
the Baltic states, and Justas Versnickas, the Managing Director of,
and 20% shareholder in, Delamode Baltics, a subsidiary of
Xpediator) to acquire the entire issued, and to be issued, share
capital of the Company. The Offer comprises 42p cash per share
("Cash Offer") and a special dividend of 2p which values the
Company at approximately GBP62.3m. Under the terms of the Offer, a
loan note alternative will be available to eligible shareholders,
which will enable them to elect to receive loan notes in lieu of
part or all of the cash consideration to which they would otherwise
be entitled under the terms of the Offer. The shareholder meetings
for eligible shareholders to approve the Offer (being structured as
a Scheme of Arrangement) are scheduled for 7 June 2023.
Our people
As ever, it is the people within the business who drive its
success. We know this and we have worked to increase our focus and
investment in individuals and provide collaborative work
environments. Our objective remains for the Group to be seen as an
employer of choice. We believe that employee satisfaction continues
to improve and through our employee surveys we are listening to our
teams and making their input part of the future changes we
make.
2022 was a successful year for the business and on behalf of the
Board I would like to thank everyone in the business for their
significant contributions.
Board and management changes
During the year there were several changes to the Board. In
March, Mark Whiteling, Non-executive Chairman, and Stephen Blyth,
Non-Executive Director ("NED") and Founder, stepped down from the
Board. Rob Riddleston stepped in as Interim Chairman from 25 March
to 1 June 2022. In June, Richard Myson re-joined the Company as
Chief Financial Officer having previously worked for the Group for
16 years, replacing Mike Williamson the outgoing Chief Financial
Officer. Mike Stone joined as Interim Chief Executive and I joined
as Interim Non-Executive Chairman. Mike Stone replaced Wim Pauwels
who had stepped in from his NED role to Interim Chief Executive.
Wim left the Company on 31 May 2022. On 6 April 2023, Mike Stone
advised the Board of his intention to step down from his role of
Interim Chief Executive and from the Board before the Offer
completes but no specific effective date has yet been agreed.
Operational targets
From June 2022, the new management team reviewed the entire
business and concluded that while the majority of the Group was
performing well and driving growth for the business as a whole,
there were some key areas of underperformance. The second half of
2022 was successfully focused on addressing these issues.
The first objective was to reduce the level of net debt which at
30 June 2022 was GBP8.0 million and needed to come down to a more
sustainable level which we have achieved already and the goal
remains to move close to a net cash position by the end of
2023.
The business review also highlighted the opportunity to achieve
greater operational efficiencies across the business and reduce the
cost base of the Group, without impacting the quality of service we
provide to our customers. This process is well advanced and is
already generating material savings.
From a trading perspective, the UK businesses have lagged the
performance of those on the Continent for some time both in Freight
Forwarding and Logistics. UK Freight Forwarding has over the last
six months improved under the leadership of Justas Versnickas, MD
of Delamode Baltics UAB. Similarly, under Alberto Romero, Head of
UK Logistics, this division has been restructured including the
closure of the Beckton warehouse and is now on a much-improved
footing, albeit with continual assessment of warehousing
performance and with other remedial actions available that can be
taken as required.
Dividend
The Board is not recommending a final dividend to be paid to
shareholders, and no interim dividend was paid during the year. In
2021 a total dividend of 1.10p per share was paid.
However, pursuant to the Offer and conditional upon shareholder
approval and the Offer completing, a special dividend of 2p per
share will be paid by the Company, further details as to the timing
of which will be provided in due course.
Outlook
The business has good foundations and the changes that have
occurred in the last nine months, have further enhanced the
business base. While cognisant of the wider market environment and
the ongoing volatility that is occurring in different parts of the
marketplace, transportation and storage of goods will continue to
be required. Notwithstanding the Offer to purchase the share
capital of the business and the potential change in ownership, we
believe the Group continues to be well placed to grow.
Operational Statement
Introduction
The Board are happy to report that the Group is in good health.
During 2022, the business has grown, the operational team have
worked well together to bring in some important changes which we
believe will deliver benefits to the Group over the medium to
longer term. Most importantly, we continue to offer a professional
and highly efficient service to our thousands of customers across
the globe, ensuring their goods are transported and stored safely,
securely and cost effectively.
The business generated close to GBP400 million in annual sales,
another target achieved by the team. 71% of revenues came from the
continent with the balance of 29% coming from the UK. Our largest
and most profitable business continues to be our Freight Forwarding
operation in Lithuania. Led by Justas Versnickas, this division has
been a core driver of the Group's success together with strong
trading performances from the Baltic and Balkan regions as a
whole.
It has been clear from the outset that there is potential for
the UK businesses to make a much greater contribution to the Group.
Both UK Freight Forwarding and UK Logistics have underperformed
their potential and in the case of Logistics have been a drag on
profitability. Significant change requires time to implement and
take effect but over the last 9 months we have made some important
changes in the UK which we believe will result in both areas making
significant long-term improvements.
UK Logistics which has been loss-making for some time, has been
fundamentally restructured under the leadership of Alberto Romero.
The loss making high street fashion warehouse in Beckton, covering
70,000 sq ft, has been returned to the landlord at the end of our
lease period with key warehouse customers transferring their
business to our warehouse in Braintree which is not yet running to
capacity but is moving in the right direction. This, together with
the implementation of a new Warehouse Management System in the
recently developed 235,000 sq ft dockside warehouse in the port of
Southampton, has improved the financial performance and future of
the UK Logistics division.
Positive trading and better cost control enabled the Group to
reduce net debt to GBP3.6 million as at 31 December 2022. A
significant reduction down from GBP8.0 million as at 30 June 2022.
The Group's indebtedness was a key issue for the business, but it
is now under control and whilst further improvements are required,
the goal to be cash positive during 2024 is achievable.
Health & Safety
Health and Safety receives strategic focus and priority on a
daily basis. We are proud of the fact that there were no
significant injuries reported in 2022 and will continue to ensure
health and safety receives significant attention throughout the
Group.
Operational Review
Our strategy remains focused around building a scalable and risk
adjusted platform to support our freight management companies
across the UK and Europe with a particular expertise in Central and
Eastern Europe ("CEE").
Divisional Review
Freight Forwarding
Overall, the Freight Forwarding division has performed well with
an exceptional performance delivered by Baltics and strong
performances from Bulgaria and Regional Express.
Revenue GBP312.7m (2021: GBP233.6.m)
Operating profit GBP12.6m (2021: GBP9.7m)
Operating predominately under the Delamode brand, this division
specialises in international freight management services via road,
sea, air and rail connecting CEE countries and the UK with each
other and the rest of Europe.
Revenues across the Baltics and Balkans continued to grow
significantly against prior year comparatives, with Baltics revenue
up by GBP65.0 million, a 71% increase year on year, and Bulgaria up
by GBP8.3 million, a 25% increase. Both businesses benefitted from
the global increase in sea freight rates plus the development of
new routes. Profit before tax in the Baltics increased by GBP8.9
million to GBP15.9 million (2021: GBP7.0 million) and in Bulgaria
by GBP0.2 million to GBP1.5 million (2021: GBP1.3 million). In
addition, both Serbia and Estonia delivered a strong performance as
these businesses continue to mature with revenue up 20% and 27%
respectively.
Delamode Anglia, the largest UK freight forwarding business,
struggled in 2022 as a consequence of the integration of the two
acquired business into the main forwarding entity, which resulted
in revenue decreasing by GBP10.7 million year on year. Improvements
in performance have been seen in 2023. Regional Express and
Delamode Nidd, which both trade independently, saw profits
increase.
Warehousing & Logistics
Warehousing & Logistics division generated good revenue
growth led by Pallex Romania.
Revenue GBP65.6m (2021: GBP56.7.m)
Operating profit GBP0.7m (2021: GBP1.5m)
The Group's warehousing capacity in the UK, Romania and Bulgaria
offers comprehensive services in strategically situated sites.
Although revenues for this division increased year on year
profitability was reduced attributable to the warehousing
operations in the UK.
Good trading performances from Pall-Ex and Logistics in Romania
drove an overall increase in revenues for this division,
UK warehousing also generated an increase in revenue, up GBP5.1m
due to the full year operation of the new facility in Southampton.
Profitability reduced significantly however, primarily due to the
challenges faced by the retail focused Beckton warehouse and
reduced occupancy in the Braintree warehouse.
The Group's Pall-Ex franchise in Romania continues to perform
strongly, offering a palletised freight delivery service to any
part of the country within 24 hours and handling in excess of
90,000 pallets on average per month.
Transport Support Services
Transport Support Services operating under the Affinity brand
continues to go from strength to strength under the leadership of
strong and innovative local management. The existing product
offering is well established and continues to be improved through
digitalisation and innovation.
Revenue GBP8.4m (2021: GBP6.3m)
Gross billing GBP189.6m (2021: GBP145.9m)
Operating profit GBP2.7m (2021: GBP2.4m)
Affinity, provides bundled fuel and toll cards, financial and
support services for hauliers in Southern Europe. Affinity has been
an agent of DKV in Romania since 2002, one of the world's largest
fuel card providers and provides the DKV fuel card across the
Balkans to a database of approximately 2,400 Eastern European
hauliers.
In addition, Affinity provides a "one stop shop" of transport
services including roadside assistance and ferry bookings.
Affinity's commercial model fits well within the Group as many of
the hauliers who are customers of Affinity also supply haulage
services to Delamode a key factor that enables the Group to have a
good understanding of its customers and suppliers, which underpins
the strategy to provide further financial services such as
insurance and leasing. With continued driver shortages in Europe,
having a haulage supplier base is increasingly important for the
Freight Forwarding division.
Volumes sold to customers (gross billings) increased in 2022 by
30% year on year, mainly due to the increase in the average fuel
cost per litre, which increased by 24% year on year.
Romania remains the largest region for the division representing
78% of total activity in terms of gross billings (2021: 79%). The
Balkans operation continues to grow leveraging the relationships
with the Freight Forwarding businesses based in Bulgaria and
Serbia.
In 2022 Affinity expanded its product offering with the
development of the financial services provision tailored
specifically for its existing customer base.
Affinity's 20 years of experience and well-established
leadership team provides a good platform to expand in new
geographical regions, as well as being well placed to further
develop its service and product offerings.
Richard Myson
Chief Financial Officer
2022 financial results improved over 2021 on the back of
enhanced revenue.
Revenue
Group revenue increased in 2022 by GBP90.1 million (30.3%) to
GBP386.7 million.
The Freight Forwarding Division delivered GBP312.7 million
(33.9% increase from 2021), the Warehousing and Logistics Division
revenue of GBP65.6 million (15.5% increase from 2021) and the
Transport Support Services Division delivered GBP8.4 million (34.5%
increase from 2021).
Segment Profit Before Central Overhead Allocation and
Exceptional Items
This definition of profit performance is presented to provide a
clear view of underlying trading activities and to ensure
consistency with previous reporting and commentary.
Operating profit of the Freight Forwarding Division increased by
GBP2.9 million to GBP12.6 million largely driven by increased
activity in Baltics region.
Operating profit of the Warehouse and Logistics Division
decreased by GBP0.8 million to GBP0.7 million mainly due to the
reduction in volumes in the UK and overstaffing to accommodate
expected volumes in Southampton which were delayed.
The Transport Support Services Division's operating profit
increased by GBP0.3 million to GBP2.7 million.
Group Profit before Taxation
Group profit before tax increased in 2022 to GBP6.5 million
(2021: GBP4.3 million) driven by the Freight Forwarding
Division.
A summary of operating profit before central overhead allocation
by division is shown below:
2022 2021 2020 2019 2018 2017
=========================== ======== ======= ======= ======= ======= =======
Freight Forwarding GBP12.6m GBP9.7m GBP6.8m GBP3.4m GBP3.0m GBP2.4m
Warehouse and Logistics GBP0.7m GBP1.5m GBP2.6m GBP2.9m GBP3.0m GBP0.9m
Transport Support Services GBP2.7m GBP2.4m GBP2.3m GBP2.5m GBP2.3m GBP2.0m
=========================== ======== ======= ======= ======= ======= =======
Adjusted Profit before Tax
This table sets out the adjustments made to the profit before
tax to show an underlying trading profit performance and establish
consistency in reporting from prior periods and arrive at an
adjusted profit before tax:
2022 2021 2020 2019 2018 2017
--------------------------------------------- --------- ------- ------- ------- ------- -------
Profit Before Tax GBP6.5m GBP4.3m GBP3.9m GBP2.2m GBP5.6m GBP2.4m
Exceptional Items (note 27) GBP0.5m GBP2.6m GBP1.4m GBP0.9m GBP0.3m GBP0.9m
Net unwind and addback of - GBP0.1m GBP0.3m GBP0.2m GBP0.3m
discount on deferred consideration/Benfleet -
vendor income (note 8)
Amortisation of intangibles GBP1.5m GBP1.5m GBP1.5m GBP1.4m GBP1.1m GBP0.4m
on acquisition (note 12)
Impairment (note12) GBP1.5m - - - - -
Net Income Statement Impact GBP0.7m GBP0.3m GBP0.3m - -
of application of IFRS 16 GBP1.0m
--------------------------------------------- --------- ------- ------- ------- ------- -------
Adjusted profit before tax GBP11.0m GBP9.1m GBP7.2m GBP5.1m GBP7.2m GBP4.0m
--------------------------------------------- --------- ------- ------- ------- ------- -------
Earnings per Share
2022 2021 2020 2019 2018 2017
============================ ====== ==== ==== ==== ==== ====
Basic (Loss)/Earnings Per
Share (0.13) 0.29 1.46 0.60 3.53 1.64
============================ ====== ==== ==== ==== ==== ====
Adjusted Earnings Per Share 3.03 3.68 3.84 2.80 4.80 3.27
============================ ====== ==== ==== ==== ==== ====
The total number of ordinary shares as at 31 December 2022 was
141.7 million (2021: 141.7 million).
(Loss)/Profit after tax attributable to the owners of the parent
company of GBP(0.2) million (2021: GBP0.4 million) provides a basic
earnings per share of (0.13)p (2021: 0.29p). Adjusted profit before
tax results in basic and diluted earnings per share of 3.03p and
3.03p respectively (2021: basic and diluted 3.68p, 3.67p) (see note
10 of the financial statements).
Financial Resources
Asset Cover 2022 2021 2020 2019 2018 2017
============== ======== ========= ========= ========= ========= =========
Total Assets GBP237.8 GBP196.1m GBP138.2m GBP128.9m GBP98.8m GBP76.4m
GBP31.2m GBP29.0m GBP29.1m GBP14.8m
========= ========= ========= =========
Net Assets GBP31.9m GBP29.2m
============== ======== ========= ========= ========= ========= =========
Current Ratio 1.05 0.99 1.05 1.01 1.14 1.07
============== ======== ========= ========= ========= ========= =========
A current ratio of 1.05 for 2022 shows an improvement over 2021
of 0.99.
Cash
The Group traditionally has been an asset light, cost conscious
and cash generative entity and the focus of the Board has been to
restore this strategy in H2 of 2022.
By improving the performance of Delamode Anglia and the UK
Logistics business, controlling the under-recovered costs in the
centre, together with the increased profits generated in the
Baltics, the Group improved the cash position from H1 to end the
year with a net debt position of GBP(3.6)m, down from 30 June 2022
of GBP(8.0)m and GBP(4.6)m as at 31 December 2021.
The Board continues to monitor cash regularly to ensure the
financing needs of the business are met and expects these to be
achieved for the coming year from existing cash balances, current
funding facilities and operating cash flows.
The Group has sufficient financial resources and a broad spread
of business activities. The Directors therefore believe that it is
well placed to manage its business risks.
Cash 2022(1) 2021 2020 2019 2018(2) 2017(2)
=================================== ========== ========= ========= ========= ========= =========
Net cash from operating activities GBP17.7m GBP4.7m GBP14.1m GBP14.2m GBP9.5m GBP3.9m
Net cash outflow from investing GBP(2.2)m GBP(3.1)m GBP(6.0)m GBP(2.0)m GBP(7.0)m GBP(6.5)m
activities
Net cash (outflow)/inflow GBP(16.4)m GBP(1.5)m GBP(7.8)m GBP(9.3)m GBP(0.4)m GBP4.8m
from financing activities
Effect of foreign exchange GBP1.5m GBP(1.1)m GBP0.4m GBP(0.5)m GBP0.2m GBP(0.1)m
movements
=================================== ========== ========= ========= ========= ========= =========
Cash and cash equivalents GBP12.2m GBP11.7m GBP12.7m GBP12.0m GBP9.6m GBP7.3m
at end of year
=================================== ========== ========= ========= ========= ========= =========
(1) Cash and cash equivalents at end of year includes overdrafts
of GBP879,000.
(2) Comparatives for 2017 and 2018 have been restated for
consistency with the reporting under IFRS 16. Previously, the
cashflow for operating leases was reported within net cash from
operating activities (2018, GBP5.9m, 2017 - GBP2.2m), but are now
reported in net cash outflow from financing activities.
Working Capital
Trade Receivables and Payables 2022 2021 2020 2019 2018 2017
=============================== ======== ======== ======== ======== ======== ========
Trade and other receivables GBP104.5 GBP98.5m GBP66.7m GBP60.9m GBP60.3m GBP51.8m
Trade and other payables GBP87.4 GBP86.6m GBP64.8m GBP58.6m GBP56.1m GBP51.0m
Days Sales Outstanding (based
on gross billings) 67.2 82.4 71.2 63.5 70.4 81.5
Days Payable Outstanding
(based on cost of sales and
recoverable disbursements) 67.0 85.6 82.6 71.9 75.6 91.3
=============================== ======== ======== ======== ======== ======== ========
Trade receivables and payables increased at the year end as a
consequence of a growing business, however days sales outstanding
and days payable outstanding have both significantly decreased
reflecting improved working capital management and controls.
Administrative Costs Review
Average headcount increased from 1,432 in 2021 to 1,511 in 2022
driven primarily by the growing freight forwarding operations in
the Baltics.
Operating Costs (Key Items) 2022 2021 2020 2019 2018 2017
============================= ======== ======== ======== ======== ======== ========
Staff Costs GBP40.0m GBP29.0m GBP24.6m GBP23.9m GBP18.6m GBP13.4m
Bad debts GBP0.9m GBP1.5m GBP0.9m GBP0.8m GBP1.1m GBP0.6m
Depreciation on right-of-use GBP12.4m GBP8.6m GBP6.3m GBP6.0m GBP5.9m GBP2.3m
assets/rental payable under
leases
Insurance GBP2.6m GBP1.7m GBP1.1m GBP0.9m GBP0.7m GBP0.4m
Plant and machinery hire GBP0.8m GBP0.5m GBP0.6m GBP0.7m GBP0.7m GBP0.3m
IT costs GBP1.4m GBP1.7m GBP2.1m GBP1.6m GBP0.6m GBP0.3m
Net Finance Costs
Excluding the IFRS 16 impact of GBP2.2m (2021: GBP1.6m), finance
costs were GBP0.7m compared to GBP0.4m in the prior year.
Impairment
The Group carries out its impairment tests from annually and all
newly acquired entities are also reviewed for impairment at the
balance sheet date.
In 2021 the Group consolidated the activities of the acquired
entities, Benfleet Forwarding Ltd and Anglia Group Forwarding Ltd
with the Freight Forwarding activity of Delamode Plc into one
entity, Delamode Anglia Ltd.
For the purposes of the Group impairment, this consolidated
entity is considered as one cash generating unit.
As a result of the underperformance of the UK Freight Forwarding
business the Board has provided an impairment on the intangible
assets of GBP1.5m during the year.
Richard Myson
Chief Financial Officer
FINANCIAL STATEMENTS
CONSOLIDATED INCOME STATEMENT
FOR THE YEARED 31 DECEMBER 2022
2022 2021
Notes GBP'000 GBP'000
------------------------------------------------------------------------------ ----- --------- ---------
Gross billing 7 567,865 436,237
------------------------------------------------------------------------------ ----- --------- ---------
CONTINUING OPERATIONS
Revenue 3 386,697 296,594
Cost of sales (294,516) (228,201)
------------------------------------------------------------------------------ ----- --------- ---------
GROSS PROFIT 92,181 68,393
Other operating income 4 2,217 1,478
Impairment losses on receivables 17 (863) (1,475)
Administrative expenses 5 (84,213) (62,344)
------------------------------------------------------------------------------ ----- --------- ---------
Exceptional items included in administrative expenses above 27 (483) (2,610)
OPERATING PROFIT BEFORE EXCEPTIONAL ITEMS 9,805 8,662
------------------------------------------------------------------------------ ----- --------- ---------
OPERATING PROFIT 5 9,322 6,052
Finance costs 8 (2,848) (1,937)
Finance income 8 47 172
------------------------------------------------------------------------------ ----- --------- ---------
PROFIT BEFORE INCOME TAX 6,521 4,287
Income tax 9 (3,701) (2,410)
------------------------------------------------------------------------------ ----- --------- ---------
PROFIT FOR THE YEAR 2,820 1,877
------------------------------------------------------------------------------ ----- --------- ---------
Profit attributable to:
Owners of the parent (178) 417
Non-controlling interests 2,998 1,460
------------------------------------------------------------------------------ ----- --------- ---------
2,820 1,877
------------------------------------------------------------------------------ ----- --------- ---------
Earnings per share attributable to the ordinary equity holders of the parent:
Basic earnings pence per share 10 (0.13) 0.29
The notes form part of these financial statements
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
FOR THE YEARED 31 DECEMBER 2022
2022 2021
GBP'000 GBP'000
---------------------------------------------------------- ------- -------
PROFIT FOR THE YEAR 2,820 1,877
OTHER COMPREHENSIVE INCOME
Items that may be reclassified to profit or loss:
Exchange differences on translation of foreign operations 1,683 (1,289)
---------------------------------------------------------- ------- -------
TOTAL COMPREHENSIVE INCOME FOR THE YEAR 4,503 588
---------------------------------------------------------- ------- -------
Total comprehensive income attributable to:
Owners of the parent 1,329 (758)
Non-controlling interests 3,174 1,346
---------------------------------------------------------- ------- -------
4,503 588
---------------------------------------------------------- ------- -------
The notes form part of these financial statements
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
2022 2021
Notes GBP'000 GBP'000
------------------------------ ----- ------- -------
ASSETS
NON-CURRENT ASSET
Intangible assets 12 20,011 21,923
Property, plant and equipment 13 4,398 4,563
Right-of-use assets 25 93,303 58,321
Investments 16 33 -
Trade and other receivables 17 1,247 -
Deferred tax asset 9 813 904
------------------------------ ----- ------- -------
119,805 85,711
------------------------------ ----- ------- -------
CURRENT ASSETS
Inventories 283 235
Trade and other receivables 17 104,597 98,495
Cash and cash equivalents 13,126 11,684
------------------------------ ----- ------- -------
118,006 110,414
------------------------------ ----- ------- -------
TOTAL ASSETS 237,811 196,125
------------------------------ ----- ------- -------
2022 2021
Notes GBP'000 GBP'000
--------------------------------------------------------------------------- ----- ------- -------
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 22 7,134 7,134
Share premium 23 13,149 13,149
Equity reserve 23 - 108
Translation reserve 23 913 (594)
Merger reserve 23 3,102 3,102
Retained earnings 23 3,092 4,121
--------------------------------------------------------------------------- ----- ------- -------
Issued share capital and reserves attributable to the owners of the parent 27,390 27,020
Non-controlling interests 4,503 2,170
--------------------------------------------------------------------------- ----- ------- -------
TOTAL EQUITY 31,893 29,190
--------------------------------------------------------------------------- ----- ------- -------
LIABILITIES
NON-CURRENT LIABILITIES
Provisions 20 3,759 2,191
Lease liabilities - right-of-use assets 25 83,765 50,625
Interest bearing loans and borrowings 19 4,083 -
Trade and other payables 18 273 343
Deferred tax liability 9 1,702 2,011
--------------------------------------------------------------------------- ----- ------- -------
93,582 55,170
--------------------------------------------------------------------------- ----- ------- -------
CURRENT LIABILITIES
Trade and other payables 18 87,436 86,219
Lease liabilities - right-of-use assets 25 12,287 9,053
Interest bearing loans and borrowings 19 12,613 16,493
--------------------------------------------------------------------------- ----- ------- -------
112,336 111,765
--------------------------------------------------------------------------- ----- ------- -------
TOTAL LIABILITIES 205,918 166,935
--------------------------------------------------------------------------- ----- ------- -------
TOTAL EQUITY AND LIABILITIES 237,811 196,125
--------------------------------------------------------------------------- ----- ------- -------
The notes form part of these financial statements
The financial statements were approved and authorised for issue
by the Board of Directors and were signed by:
Richard Myson
CFO
22 May 2023
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 DECEMBER 2022
Share Share Equity Translation Merger Retained Total
capital premium reserve reserve reserve earnings Total NCI equity
Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------ ------- ------- ------- ------- ----------- ------- -------- ------- ------- --------
Carried forward
31 December 2021 7,134 13,149 108 (594) 3,102 4,121 27,020 2,170 29,190
------------------------- ------- ------- ------- ----------- ------- -------- ------- ------- --------
Contributions by and
distribution to owners
Dividends paid 11 - - - - - (851) (851) (841) (1,692)
Share options charge - - (108) - - - (108) - (108)
Total contribution by and
distribution to owners - - (108) - - (851) (959) (841) (1800)
------------------------- ------- ------- ------- ----------- ------- -------- ------- ------- --------
Profit for the year - - - - - (178) (178) 2,998 2,820
Exchange differences on
translation of foreign
operations - - - 1,507 - - 1,507 176 1,683
Total comprehensive
income for the year - - - 1,507 - (178) 1,329 3,174 4,503
------------------------- ------- ------- ------- ----------- ------- -------- ------- ------- --------
Balance at 31 December
2022 7,134 13,149 - 913 3,102 3,092 27,390 4,503 31,893
------------------------- ------- ------- ------- ----------- ------- -------- ------- ------- --------
Share Share Equity Translation Merger Retained Total
capital premium reserve reserve reserve earnings Total NCI equity
Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------- ------------- ------- ------------------ ----------------------- ------------------------ ------------------- ------------------- -------------------- ------------------------ --------------------
Carried forward
31 December 2020 7,132 13,139 1 581 3,102 5,901 29,856 1,332 31,188
-------------------- ------ ------- ------------------ ----------------------- ------------------------ ------------------- ------------------- -------------------- ------------------------ --------------------
Contributions by and
distribution to owners
Dividends paid 11 - - - - - (2,197) (2,197) (508) (2,705)
Share options
granted - - 107 - - - 107 - 107
Share options
exercised 2 10 - - - - 12 - 12
-------------------- ------ ------- ------------------ ----------------------- ------------------------ ------------------- ------------------- -------------------- ------------------------ --------------------
Total contribution
by and distribution
to owners 2 10 107 - - (2,197) (2,078) (508) (2,586)
-------------------- ------ ------- ------------------ ----------------------- ------------------------ ------------------- ------------------- -------------------- ------------------------ --------------------
Profit for the year - - - - - 417 417 1,460 1,877
Exchange differences
on translation of
foreign operations - - - (1,175) - - (1,175) (114) (1,289)
Total comprehensive
income for the year - - - (1,175) - 417 (758) 1,346 588
-------------------- ------ ------- ------------------ ----------------------- ------------------------ ------------------- ------------------- -------------------- ------------------------ --------------------
Balance at 31
December 2021 7,134 13,149 108 (594) 3,102 4,121 27,020 2,170 29,190
-------------------- ------ ------- ------------------ ----------------------- ------------------------ ------------------- ------------------- -------------------- ------------------------ --------------------
The notes form part of these financial statements
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARED 31 DECEMBER 2022
2022 2021
Notes GBP'000 GBP'000
----------------------------------------------------------- ----- -------- -------
Continuing operations
Cash flows from operating activities
Cash generated from operations 1 21,124 6,721
Interest paid (605) (299)
Tax paid (2,829) (1,732)
Net cash from operating activities 17,690 4,690
----------------------------------------------------------- ----- -------- -------
Cash flows from investing activities
Purchase of property, plant and equipment 13 (1,157) (3,262)
Purchase of intangible fixed assets 12 (1,172) (309)
Purchase of investments 16 (33) -
Cash proceeds on disposal of property, plant and equipment 73 254
Interest received 8 47 172
----------------------------------------------------------- ----- -------- -------
Net cash outflow from investing activities (2,242) (3,145)
----------------------------------------------------------- ----- -------- -------
Cash flows from financing activities
New loans in year 19 5,500 10,869
Loan repayments in year 19 (6,176) (338)
Share issue (net of share issue costs) - 12
Dividends paid 11 (851) (2,197)
Repayments on leases (14,024) (9,347)
Non-controlling interest dividends paid (841) (508)
----------------------------------------------------------- ----- -------- -------
Net cash outflow from financing activities (16,392) (1,509)
----------------------------------------------------------- ----- -------- -------
(Decrease)/Increase in cash and cash equivalents (944) 36
Cash and cash equivalents at beginning of year 11,684 12,720
Effect of foreign exchange rate movements 1,507 (1,072)
----------------------------------------------------------- ----- -------- -------
Cash and cash equivalents at end of year 12,247 11,684
----------------------------------------------------------- ----- -------- -------
Cash and cash equivalents at end of year includes overdrafts of
GBP879,000 (2021: GBPnil).
The notes form part of these financial statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
1. RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED
FROM OPERATIONS
2022 2021
GBP'000 GBP'000
---------------------------------------------------- ------- --------
Profit before income tax 6,521 4,287
Depreciation charges 13,790 9,691
Amortisation charges 1,742 1,676
Profit on disposal of property, plant and equipment (14) (47)
Impairment of intangibles 1,474 -
Loss/(profit) on disposal of right of use assets 10 (143)
Loss on disposal of intangible assets 3 -
Finance costs 2,848 1,937
Finance income (47) (172)
Share based payments (credit)/charge (108) 107
26,219 17,336
---------------------------------------------------- ------- --------
Increase in inventories (48) (176)
Increase in trade and other receivables (6,652) (31,520)
Increase in trade and other payables 37 21,043
Increase in provisions 1,568 38
---------------------------------------------------- ------- --------
Cash generated from operations 21,124 6,721
---------------------------------------------------- ------- --------
2. ACCOUNTING POLICIES
Description of the business
Xpediator Plc (the "Company") is a public limited company,
incorporated in England and Wales, United Kingdom. The registered
office is 700 Avenue West, Skyline 120 Great Notley, Braintree,
Essex, CM77 7AA and the Company registration number is
10397171.
The consolidated financial statements comprise the financial
information of the Company and its subsidiary undertakings
(together the "Group"). Detail of the entities of the Group are
described in Note 14.
Basis of preparation
The financial statements have been prepared in accordance with
UK adopted international accounting standards, under the historical
cost convention. Accounting policies have been consistently applied
to the periods presented.
The presentation currency used for the preparation of the
financial statements is Pounds Sterling (GBP), which is the
currency of choice of the principal investors of the Group. The
amounts are rounded to the nearest thousand, unless otherwise
stated.
The preparation of financial statements in conformity with IFRSs
requires the use of certain accounting estimates. It also requires
the directors to exercise their judgement in the process of
applying the Group's accounting policies (see Note 2.1 - Critical
accounting estimates and judgements).
Going concern
The Group meets its working capital requirements through the
receipt of revenues from the provision of its services in the UK
and in CEE, the management of capital and operating expenditure,
from the working capital and other borrowing facilities available
to it and, from time to time, from the issue of equity capital.
Ultimately the receipt of revenues and charges due to the Group
depends on the availability of liquidity for the Group's customers
and the level of transport and logistics activity in the
market.
The Director's expect to continue to grow the business
throughout the current year, and at the same time, remain aware of
the potential challenges. The business has good foundations and the
changes that have occurred in the last nine months, have further
enhanced the business base. While cognisant of the wider market
environment and the ongoing volatility that is occurring in
different parts of the marketplace, transportation and storage of
goods will continue to be required and therefore the Director's
believe the Group continues to be well placed to grow.
At 31 December 2022 the Group had cash and cash equivalents of
GBP13,126,000 (2021: GBP11,684,000). The Group also has funding
facilities in place, details of which are set out in note 19 of the
financial statements.
Having regard to the above and based on their latest assessment
of the budgets and forecasts for the business of the company, the
directors consider that there are sufficient funds available to the
Group to enable it to meet its liabilities as they fall due for a
period of not less than twelve months from the date of approval of
the financial statements. The directors therefore consider it
appropriate to adopt the going concern basis of accounting in
preparing the financial statements.
However, on 4 May 2023, the Board recommended an Offer from DLM
Bidco Limited (a newly incorporated entity indirectly owned by a
consortium including the Company's largest shareholder, Cogels
Investments Limited, the investment vehicle of close family members
of Stephen Blyth (former CEO of Xpediator), funds managed by
Baltcap, one of the largest private equity investors in the Baltic
states, and Justas Versnickas, the Managing Director of, and 20%
shareholder in, Delamode Baltics UAB, a subsidiary of Xpediator Plc
(together the "Consortium")) to acquire the entire issued, and to
be issued, share capital of the Company, which may complete within
the next 12 months. Details of the Offer are available on our
investor website ( https://xpediator.com/ offer-for-xpediator-plc/
)
Whilst the completion of the Offer is subject to approval by
eligible shareholders at the shareholder meetings scheduled for 7
June 2023 and sanction by the High Court of Justice in England and
Wales, the Group continues to operate autonomously with the
assumption that trading will continue post-acquisition as modelled
in the detailed forecasts, without adjustments to reflect any
incremental costs or expected benefits should the acquisition go
ahead. As the directors do not have visibility over the future
intentions of the potential acquirer, there can be no certainty
over the nature of the continuing operations of the Group should
the acquisition proceed successfully. This gives rise to a material
uncertainty, as defined in auditing and accounting standards,
related to events or conditions that may cast significant doubt on
the Group and the Company's ability to continue as a going concern
and in such circumstances, the Group and the Company may therefore
be unable to realise its assets and discharge its liabilities in
the normal course of business.
Basis of consolidation
The Group financial statements consolidate the financial
statements of Xpediator Plc and its subsidiaries drawn up to 31
December each year. Subsidiaries are consolidated from the date of
their acquisition, being the date on which the Group obtains
control, and continue to be consolidated until the date that such
control ceases. The Company has control over a subsidiary if all
three of the following elements are present: power over the
investee, exposure to variable returns from the investee, and the
ability of the investor to use its power to affect those variable
returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of
control.
The financial statements of subsidiaries are prepared for the
same reporting year as the Company, using consistent accounting
policies. Intra-group balances and transactions, including
unrealised profits arising from intra-Group transactions, have been
eliminated. Unrealised losses are eliminated unless the transaction
provides evidence of an impairment of the asset transferred.
Non-controlling interests represent the equity in subsidiaries that
is not attributable, directly or indirectly, to Xpediator Plc.
Subsequent to the merger accounting noted below the consolidated
financial statements incorporate the results of business
combinations using the acquisition method. In the statement of
financial position, the acquiree's identifiable assets, liabilities
and contingent liabilities are initially recognised at their fair
values at the acquisition date. The results of acquired operations
are included in the consolidated income statement from the date on
which control is obtained. They are deconsolidated from the date on
which control ceases.
Merger accounting
On 25 May 2017, the Company entered into a share swap agreement
with the ultimate beneficiaries of Delamode Group Holdings Limited,
whereby 4,000,000 new ordinary shares of GBP1.00 each were issued
to the ultimate beneficiaries of Delamode Group Holdings Limited in
exchange for their shares in Delamode Group Holdings Limited in the
same proportion as their shareholding in Delamode Group Holdings
Limited. The merger method of accounting is used to consolidate the
results of Xpediator Plc.
On 8 June 2018, the Company issued 1,727,694 new ordinary shares
of GBP0.05 each as part of the deferred consideration of Easy
Managed Transport Limited ("EMT"). On 14 July 2018, the Company
issued 3,740,648 new ordinary shares of GBP0.05 each as part of the
acquisition of Import Services Limited. On 31 December 2018, the
Company issued 84,951 new ordinary shares of GBP0.05 each as part
of the deferred consideration of Regional Express Limited
("Regional"). On 16 May 2019, the Company issued 1,655,876 shares
to the former owners of EMT as part of the payment of the deferred
consideration relating to the acquisition of the entire equity of
EMT in 2017. On 5 December 2019, the Company issued 89,744 shares
to the former owners of Regional as part of the payment of the
deferred consideration relating to the acquisition of the entire
equity of Regional in 2017. The premium on the fair value in excess
of the nominal value of shares issued in consideration of business
combinations is credited to the merger reserve.
Revenue
The Group generates revenue in the UK and Europe.
The Group operates a number of diverse businesses and
accordingly applies a variety of methods for revenue recognition,
based on the principles set out in IFRS 15. The revenue and profits
recognised in any reporting period are based on the satisfaction of
performance obligations and an assessment of when control is
transferred to the customer. In determining the amount of revenue
and profits to record, and associated statement of financial
position items (such as trade receivables, contract assets and
contract liabilities), management is required to review performance
obligations within individual contracts. This may involve some
judgemental areas (for example within the logistics &
warehousing business), where revenue is recorded in advance of
invoicing the customer.
Revenue is recognised either when the performance obligation in
the contract has been performed (so 'point in time' recognition) or
'over time' as control of the performance obligation is transferred
to the customer. For all contracts, the Group determines if the
arrangement with a customer creates enforceable rights and
obligations, which is in line with our contractual commitments and
industry standard best practice (for example Convention Relative au
Contrat de Transport International de Marchansies par la Route or
CMR).
For each performance obligation to be recognised over time, the
Group applies a revenue recognition method that faithfully depicts
the Group's performance in transferring control of the goods or
services to the customer. This decision requires assessment of the
real nature of the goods or services that the Group has promised to
transfer to the customer. The Group has assessed the period of time
principles as follows:
-- The customer receives the benefits of the good being moved
from the origin to the destination, as another supplier would not
need to re-perform the service performed to date (i.e. the goods
have been moved partway).
-- The customer becomes committed to pay the Group the moment
that the goods are despatched and collected.
-- The customer accepts that they are liable to pay for the
transaction in full although it is the Group's responsibility to
ensure that the shipment is in transit before invoicing.
-- The customer can usually be invoiced on despatch/export and
has an obligation to pay for services despite any problems that may
arise in transit.
-- The Group would hold any third party liable for any issues
that happen in transit that is beyond its reasonable control.
The Group recognises that it acts as both an agent and a
principal. The Group is a principal if it is responsible for the
specified good or service before that good or service is
transferred to a customer. The Group is an agent if it is not
responsible for arranging for the provision of the specified good
or service by another party. In this case, the Group does not
control the specified good or service provided by another party
before that good or service is transferred to the customer. When
the Group acts as an agent, it recognises revenue in the amount of
any fee or commission to which it expects to be entitled in
exchange for arranging for the specified goods or services to be
provided by the other party. The Affinity business (see Affinity
section of revenue recognition policy) primarily operates as an
agent, and largely recognises only the commission earned as
revenue.
Freight Forwarding
Under IFRS 15, freight forwarding revenue is recognised over the
period of time based on the principles identified above. Therefore,
revenue will consist of freight delivered during the period as well
as a proportion of revenue for service delivered that are in
process as at the end of the reporting period, which is calculated
on a time proportioned basis.
Logistics & Warehousing
Logistics & warehousing revenue is recognised over a period
of time. Invoicing varies by contract but is typically in line with
work performed. Due to the different contractual arrangements in
place, each customer is assessed to determine the amount of work
carried out, which has not been invoiced at the date of the Group's
reporting period. This revenue is recognised by direct reference to
the amount of work carried out to deliver the service and measured
relative to cost or over the time period which the warehousing is
provided. Judgement is therefore required when determining the
appropriate timing and amount of revenue that can be recognised.
The revenue from handling of incoming products is recognised when a
performance obligation is satisfied, but not invoiced at the
reporting date, which is correspondingly accrued on the statement
of financial position within contract assets.
Affinity
Revenue is recognised at a point in time only after the
performance obligation has been actually satisfied. Affinity and
trucking services revenue largely acts as an agent based on the
assessment above, so only commission is recorded as revenue. This
largely relates to provision of DKV fuel cards, which enables the
customer to purchase fuel, tolls and other services.
In addition, the Affinity business operates as a reseller ferry
crossing, where revenue is recorded at a point in time as it is
based on the performance obligation being delivered. Revenue for
this part of the business is recorded as a principal due to the
assessments identified above.
Gross billings (Affinity)
Recoverable disbursements incurred on behalf of our Affinity
Division customers based in Romania and the West Balkans include
fuel costs, toll charges and breakdown assistance. The gross
billings figure is included within the Groups trade payables and
receivables but are excluded from consolidated income statement
revenue. The gross billing revenue number is a non-statutory
measure but is included to make a more meaningful calculation of
days sales outstanding and days payable outstanding, so it is
important to understand the level of billings going through the
sales and purchase ledgers.
Franchise income
Income relating to franchise fees are not recorded as revenues
by the Group but are shown as other income. This revenue arises
from the sales of services to the franchisees. This income is
recognised over a period of time based on when the services have
been transferred to the franchisee in accordance with the terms and
conditions of the relevant agreements.
Franchise fees comprise of revenue for the initial allocation of
the franchise to the respective member, IT support, marketing and
the use of the intellectual property.
Business combinations
Acquisitions of subsidiaries and businesses are accounted for
using the purchase method. The cost of the business combination is
measured as the aggregate of the fair values (at the date of
exchange) of assets given, liabilities incurred or assumed, and
equity instruments issued by the Group in exchange for control of
the acquiree. The Group recognises any non-controlling interest in
the acquired entity on an acquisition-by-acquisition basis either
at fair value or at the non-controlling interest's proportionate
share of the acquired entity's net identifiable assets.
The acquiree's identifiable assets, liabilities and contingent
liabilities that meet the conditions for recognition under IFRS 3:
Business Combinations are recognised at their fair values at the
acquisition date.
Goodwill arising on acquisition is recognised as an asset and
initially measured at cost, being the excess of the cost of the
business combination over the Group's interest in the net fair
value of the identifiable assets, liabilities and contingent
liabilities recognised.
If the cost of the acquisition is less than the Group's interest
in the net fair value of the acquiree's identifiable assets,
liabilities and contingent liabilities, the difference is
recognised directly in the Consolidated Income Statement.
Non-controlling interests
The total comprehensive income of non-wholly owned subsidiaries
is attributed to owners of the parent and to the non-controlling
interests in proportion to their relative ownership interests.
Goodwill
Goodwill arising on the acquisition of a business represents any
excess of the fair value of the consideration over the fair value
of the identifiable assets and liabilities acquired. The
identifiable assets and liabilities acquired are incorporated into
the consolidated financial statements at their fair value to the
Group.
Goodwill is not amortised but tested for impairment annually.
Any impairment is recognised immediately in the consolidated income
statement and is not subsequently reversed. On disposal of a
business, the attributable amount of goodwill is included in the
determination of the profit or loss on disposal.
Impairment of non-financial assets (excluding inventories and
deferred tax assets)
Impairment tests on goodwill and intangibles with indefinite
useful economic lives are undertaken annually in November as part
of the Group's budgeting process, except in the year of acquisition
when they are tested at the year-end. Other non-financial assets
are subject to impairment tests whenever events or changes in
circumstances indicate that their carrying amount may not be
recoverable. Where the carrying value of an asset exceeds its
recoverable amount (i.e. the higher of value in use and fair value
less costs to sell), the asset is written down accordingly.
Where it is not possible to estimate the recoverable amount of
an individual asset, the impairment test is carried out on the
smallest Group of assets to which it belongs for which there are
separately identifiable cash flows; its Cash Generating Units
("CGUs"). Goodwill is allocated on initial recognition to each of
the Group's CGUs that are expected to benefit from a business
combination that gives rise to the goodwill. Impairment charges are
included in profit or loss, except to the extent they reverse gains
previously recognised in other comprehensive income. An impairment
loss recognised for goodwill is not reversed.
Foreign currencies
The financial statements of the Group are presented in its
reporting currency of Sterling. The functional currency of each
Group entity is the currency of the primary economic environment in
which the entity operates.
Transactions in foreign currencies during the period have been
converted at the rates of exchange ruling on the date of the
transaction. Assets and liabilities denominated in foreign
currencies have been translated at the rates of exchange ruling on
the reporting date. Any gains or losses arising from these
conversions are credited or charged to administrative expenses in
the Consolidated Income Statement.
On consolidation, the results of overseas operations are
translated into Sterling at rates approximating to those ruling
when the transactions took place. All assets and liabilities of
overseas operations, including goodwill arising on the acquisition
of those operations, are translated at the rate ruling at the
reporting date. Exchange differences arising on translating the
opening net assets at opening rate and the results of overseas
operations at actual rate are recognised in other comprehensive
income and accumulated in the translation reserve.
On disposal of a foreign operation, the cumulative exchange
differences recognised in the foreign exchange reserve relating to
that operation up to the date of disposal are transferred to the
consolidated statement of comprehensive income as part of the
profit or loss on disposal.
Financial assets
The Group classifies its financial assets into the categories
discussed below, depending on the purpose for which the asset was
acquired. The Group only has financial assets classified as held at
amortised cost. The financial assets comprise of trade and other
receivables and cash and cash equivalents in the consolidated
statement of financial position.
Cash and cash equivalents includes cash in hand, deposits held
with banks, and - for the purpose of the statement of cash flows -
bank overdrafts. Bank overdrafts are shown within loans and
borrowings in current liabilities on the consolidated statement of
financial position, unless there is a right of set-off between bank
accounts across the Group. In this instance, the net cash position
will be shown. Deposits held with banks comprise short-term
deposits with original maturities of three months or less that are
readily convertible to known amounts of cash and which are subject
to an insignificant risk of changes in value
These assets arise principally from the provision of goods and
services to customers (e.g. trade receivables), but also
incorporate other types of financial assets where the objective is
to hold these assets in order to collect contractual cash flows and
the contractual cash flows are solely payments of principal and
interest. Trade receivables are recognised initially at the
transaction price and other financial assets are initially
recognised at fair value plus transaction costs that are directly
attributable to their acquisition or issue. They are subsequently
carried at amortised cost using the effective interest rate method,
less provision for impairment.
Impairment provisions for current and non-current trade
receivables are recognised based on the simplified approach within
IFRS 9 using a historical provision matrix in the determination of
the lifetime expected credit losses. During this process the
probability of the non-payment of the trade receivables is
assessed. This probability is then multiplied by the amount of the
expected loss arising from default to determine the lifetime
expected credit loss for the trade receivables. For trade
receivables, which are reported net, such provisions are recorded
in a separate provision account with the loss being recognised
within administration costs in the consolidated statement of
comprehensive income. On confirmation that the trade receivable
will not be collectable, the gross carrying value of the asset is
written off against the associated provision.
Impairment provisions for receivables from related parties and
loans to related parties are recognised based on a forward looking
expected credit loss model. The methodology used to determine the
amount of the provision is based on whether there has been a
significant increase in credit risk since initial recognition of
the financial asset. For those for which credit risk has increased
significantly, lifetime expected credit losses are recognised,
unless further information becomes available contrary to the
increased credit risk. For those that are determined to be
permanently credit impaired, lifetime expected credit losses are
recognised.
Capital management
The Group monitors its risk to a shortage of funds using a
recurring liquidity planning tool. This tool considers the maturity
of both its financial investments and financial assets (e.g.
accounts receivables, other financial assets) and projected cash
flows from operations.
The Group's objective is to maintain a balance between
continuity of funding and flexibility through the use of bank
overdrafts, invoice discounting and long-term loan finance.
Financial liabilities
The Group classifies its financial liabilities into two
categories - other financial liabilities and fair value through
profit and loss:
Other financial liabilities
The Group's other financial liabilities include bank loans,
confidential invoice discounting facility, trade and other payables
and accruals. Bank borrowings are initially recognised at fair
value net of any transaction costs directly attributable to the
issue of the instrument. Such interest bearing liabilities are
subsequently measured at amortised cost using the effective
interest rate method, which ensures that any interest expense over
the period to repayment is at a constant rate on the balance of the
liability carried in the consolidated statement of financial
position. For the purposes of each financial liability, interest
expense includes initial transaction costs and any premium payable
on redemption, as well as any interest or coupon payable while the
liability is outstanding.
Trade payables and other short-term monetary liabilities, which
are initially recognised at fair value and subsequently carried at
amortised cost using the effective interest method.
Fair value through profit and loss
This category only comprises of the element of deferred
consideration on business combinations, which is contingent on the
performance of the acquired businesses.
Share capital
Financial instruments issued by the Company are classified as
equity only to the extent that they do not meet the definition of a
financial liability or financial asset. The company's ordinary
shares are classified as equity instruments.
Leased assets
The Group assesses at inception whether the contract is, or
contains, a lease. A lease exists if the contract conveys the right
to control the use of an identified asset for a period of time in
exchange for consideration. The Group assessment includes
whether:
-- the contract involves the use of an identified asset;
-- the Group has the right to obtain substantially all of the
economic benefits from the use of the asset throughout the contract
period; and
-- the Group has the right to direct the use of the asset.
At the commencement of a lease, the Group recognises a
right-of-use asset along with a corresponding lease liability.
The lease liability is initially measured at the present value
of the remaining lease payments, discounted using the individual
entities incremental borrowing rate. The lease term comprises the
non-cancellable period of the contract, together with periods
covered by an option to extend the lease where the Group is
reasonably certain to exercise that option based on operational
needs and contractual terms. Subsequently, the lease liability is
measured at amortised cost by increasing the carrying amount to
reflect interest on the lease liability and reducing it by the
lease payments made. The lease liability is remeasured when the
Group changes its assessment of whether it will exercise an
extension or termination option.
Right-of-use assets are initially measured at cost, comprising
the initial measurement of the lease liability adjusted for any
lease payments made at or before the commencement date, lease
incentives received and initial direct costs. Subsequently,
right-of-use assets are measured at cost, less any accumulated
depreciation and any accumulated impairment losses, and are
adjusted for certain remeasurements of the lease liability.
Depreciation is calculated on a straight-line basis over the
length of the lease. The Group has elected to apply exemptions for
short-term leases and leases for which the underlying asset is of
low value. For these leases, payments are charged to the income
statement on a straight-line basis over the term of the relevant
lease. Right-of-use assets are presented within non-current assets
on the face of the statement of financial position, and lease
liabilities are shown separately on the statement of financial
position in current liabilities and non-current liabilities
depending on the maturity of the lease payments.
Under IFRS 16, right-of-use assets will be tested for impairment
in accordance with IAS 36 Impairment of Assets. This has replaced
the previous requirements to recognise a provision for onerous
lease contracts.
Payments associated with short-term leases are recognised on a
straight-line basis as an expense in the profit or loss. Short term
leases are leases with a lease term of 12 months or less.
Externally acquired intangible assets
Externally acquired intangible assets, other than Goodwill, are
initially recognised at cost and subsequently amortised on a
straight -- line basis over their useful economic lives.
Intangible assets are recognised on business combinations if
they are separable from the acquired entity or give rise to other
contractual/legal rights. The amounts ascribed to such intangibles
are arrived at by using appropriate valuation techniques (see
section related to critical estimates and judgements below).
The significant intangibles recognised by the Group, their
useful economic lives and the methods used to determine the cost of
intangibles acquired in a business combination are as follows:
Intangible asset Useful economic life Valuation method
----------------------- -------------------- ----------------------------
Licences and trademarks 3-25 years Multiple of historic profits
Customer Related 6-10 Years Excess Earning Model
Technology Based 5 Years Replacement Cost
----------------------- -------------------- ----------------------------
Taxation
The charge for current tax is based on the taxable income for
the period. The taxable result for the period differs from the
result as reported in the statement of comprehensive income because
it excludes items which are not assessable or disallowed and it
further excludes items that are taxable and deductible in other
years. It is calculated using tax rates that have been enacted or
substantially enacted by the statement of financial position
date.
Deferred income tax is provided using the liability method, for
all temporary differences arising between the tax bases of assets
and liabilities and their carrying values for financial reporting
purposes.
Deferred tax assets are recognised only to the extent that
future taxable profit will be available such that realisation of
the related tax benefits is probable. The amount of the asset or
liability is determined using tax rates that have been enacted or
substantively enacted by the reporting date and are expected to
apply when the deferred tax liabilities/ (assets) are
settled/(recovered).
Property, plant and equipment
Items of property, plant and equipment are initially recognised
at cost. As well as the purchase price, cost includes directly
attributable costs and the estimated present value of any future
unavoidable costs of dismantling and removing items. The
corresponding liability is recognised within provisions.
Freehold land is not depreciated. Depreciation on assets under
construction does not commence until they are complete and
available for use. Depreciation is provided on all other items of
property, plant and equipment so as to write off their carrying
value over their expected useful economic lives. It is provided at
the following rates:
Freehold buildings 2%-10% per annum straight line
20-33% per annum straight line/10%-25% on reducing
Fixtures and fittings balance
33% per annum straight line/20%-50% on reducing
Computer equipment balance
25-33% per annum straight line/20%-25% on reducing
Motor vehicles balance
--------------------- --------------------------------------------------
Dividends
Dividends are recognised when they become legally payable. In
the case of final dividends, this is when approved by the
shareholders at the annual general meeting.
Holiday pay accrual
All employees accrue holiday pay during the calendar year, the
board encourages all employees to use their full entitlement
throughout the year, however in the unlikely case that an employee
has untaken holiday pay this is accrued for at the daily salary
costs, including costs of employment, such as social security.
Staff pensions
The Group does not operate a pension scheme for its employees
however it does make payments to defined contribution pension
schemes on behalf of employees in the UK in accordance with auto
enrolment legislation. The payments made are recognised as an
expense in the period to which they relate.
Share-based payments
Equity-settled share-based payments to employees and others
providing similar services are measured at the fair value of the
equity instruments at the grant date.
The fair value determined at the grant date of the
equity-settled share-based payments is expensed on a straight-line
basis over the vesting period, based on the Group's estimate of
equity instruments that will eventually vest. At each reporting
date, the Group revises its estimate of the number of equity
instruments expected to vest. The impact of the revision of the
original estimates, if any, is recognised in profit or loss over
the remaining vesting period, with a corresponding adjustment to
the equity-settled employee benefits reserve.
Equity-settled share-based payment transactions with other
parties are measured at the fair value of the goods or services
received, except where the fair value cannot be estimated reliably,
in which case they are measured at the fair value of the equity
instruments granted, measured at the date the entity obtains the
goods or the counterparty renders the service.
Exceptional items
The Group has adopted an accounting policy and income statement
format which seeks to highlight unusual significant items of income
and expense within Group result for the year. The Directors
consider that this presentation provides a more representative
analysis of the Group performance by highlighting the impact of
one-off items. Such items may include significant restructuring
costs, profits or losses on disposal or termination of operations,
gains or losses on disposal of investments, significant impairment
of assets, and significant costs incurred in the relocation of
operations. Further details can be found in note 27 to the
Consolidated financial statements.
Provisions
The Group has recognised provisions for liabilities of the
uncertain timing or amount for leasehold dilapidations. The
provision is measured at the best estimate of the expenditure
required to settle the obligation at the reporting date, discounted
at a pre-tax rate reflecting current market assessments of the time
value of money and risks specific to the liability. The provision
takes into account the potential that the properties in question
may be sublet for some or all of the remaining lease term.
The directors are aware of potential risks relating to the
impact of climate change, and consider no provision is required at
the year end (2021: GBPnil).
2.1 Critical Accounting Estimates and Judgements
The Group makes certain estimates and assumptions regarding the
future. Management also needs to exercise judgement in applying the
Group's accounting policies. Estimates and judgements are
continually evaluated based on historical experience and other
factors, including expectations of future events that are believed
to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions.
2.1.1 Principal estimates
-- Estimated impairment of intangible assets (including goodwill)
The Group annually tests whether the carrying value of
intangible assets (including goodwill) has suffered any impairment.
These calculations require the use of estimates, both in arriving
at the expected future profitability of the cash generating units
(CGUs) and the application of a suitable discount rate in order to
calculate the present value of these flows. As the impairment of
the CGUs is based on a future forecast, the Group has used a level
of judgement around key assumptions of future cashflows greater
than 12 months. At 31 December 2022, the carrying value of
intangible assets (including goodwill) is GBP20,011,000 (2021:
GBP21,923,000). Details of the impairment and sensitivity of
cashflows are disclosed in note 12.
-- Trade receivables
In accordance with IFRS 9, the Group assesses whether the credit
risk has increased significantly since initial recognition, the
Group compares the risk of a default occurring on the financial
instrument both due within one year and more than one year as at
the reporting date with the risk of a default occurring on the
trade receivable as at the date of initial recognition. In making
this assessment, the Group considers both quantitative and
qualitative information that is reasonable and supportable,
including historical experience and forward-looking information
that is available without undue cost or effort. The Group has trade
receivables less provision for expected credit losses at the
year-end of GBP86,022,000 (2021: GBP77,699,000). Details of trade
receivables and expected credit loss are disclosed in note 17.
-- Deferred tax assets
Deferred tax assets have been recognised in relation to trading
losses generated in the entities, these have been restricted to
those instances where it is probable that the assets will be
utilised against future trading profits. The Group has recognised a
deferred tax asset of GBP813,000 (2021: GBP904,000) as disclosed in
note 8.
2.1.2 Principal judgements
-- Current financial assets
Current financial assets relate to the security deposits held by
DKV on behalf of the Group which are refundable on termination of
the agreement which can be served giving three months' notice hence
they are classed as current assets, are disclosed in note 17.
3. REVENUE ANALYSIS BY COUNTRY
2022 2021
GBP'000 GBP'000
--------------- ------- -------
United Kingdom 110,643 114,943
Lithuania 156,301 91,261
Romania 55,525 40,582
Bulgaria 41,707 33,369
Serbia 9,997 8,307
Other 12,524 8,132
--------------- ------- -------
Total revenue 386,697 296,594
--------------- ------- -------
The table below shows revenue by timing of transfer of goods and
services:
3A) REVENUE FROM CONTRACTS WITH CUSTOMERS
2022 2021
GBP'000 GBP'000
---------------------- ------- -------
Over a period of time 378,254 290,318
At a point in time 8,443 6,276
---------------------- ------- -------
Total revenue 386,697 296,594
---------------------- ------- -------
Revenue is derived from three main divisions: Transport
solutions, referred to as Affinity, Freight Forwarding, and
Logistics & Warehousing, as detailed in note 7.
3B) CONTRACT ASSETS
2022 2021
GBP'000 GBP'000
-------------------------- ------- -------
At 1 January 6,256 1,335
Net movement for the year (2,982) 4,921
-------------------------- ------- -------
At 31 December 3,274 6,256
-------------------------- ------- -------
Contract assets are included within trade and other receivables
on the face of the statement of financial position.
3C) NON-CURRENT ASSETS BY COUNTRY
2022 2021
GBP'000 GBP'000
------------------------- ------- -------
United Kingdom 93,848 70,493
Romania 6,293 7,806
Bulgaria 5,273 699
Lithuania 13,848 6,547
Serbia 468 102
Other 75 64
------------------------- ------- -------
Total Non-Current Assets 119,805 85,711
------------------------- ------- -------
4. OTHER OPERATING INCOME
Other operating income arises mainly from sundry services
executed by the Group, not being freight forwarding, logistics and
warehousing or affinity services. Since this is not considered to
be part of the main revenue generating activities, the Group
presents this income separately from revenue.
2022 2021
GBP'000 GBP'000
------------------------------- ------- -------
Recharges to Franchise members 1,336 1,098
Recovery of fines/penalties 387 (90)
Rental income 392 20
Other 102 450
------------------------------- ------- -------
2,217 1,478
------------------------------- ------- -------
5. OPERATING PROFIT
2022 2021
GBP'000 GBP'000
---------------------------------------------------------------------- ------- -------
Operating profit is stated after charging/(crediting):
Short term hire costs 814 526
Depreciation - owned assets (note 13) 1,341 1,108
Depreciation - right of use assets (note 25) 12,449 8,583
Amortisation of intangible assets (note 12)(1) 1,742 1,676
Impairment of goodwill arising on acquisition of subsidiary (note 12) 1,474 -
Auditors' remuneration 330 320
Gain on disposal of property, plant and equipment (14) (47)
Loss on disposal of intangible assets 3 -
Loss/(gain) on disposal of right of use assets 10 (143)
Foreign exchange losses/(gains) 832 (344)
---------------------------------------------------------------------- ------- -------
(1) Amortisation charges on the Group's intangible assets are
recognised in the administrative expenses line item in the
consolidated income statement.
The remuneration paid to Crowe U.K. LLP and its associates; the
Group's external auditors is as follows:
2022 2021
GBP'000 GBP'000
------------------------------------------------------------------- ------- -------
Audit and Audit Related Services
The audit of the Company and Group financial statements 131 114
The audit of the financial statements of subsidiaries of the Group 189 196
Other assurance services 10 10
------------------------------------------------------------------- ------- -------
Total audit and audit related services 330 320
------------------------------------------------------------------- ------- -------
6. EMPLOYEE BENEFIT EXPENSES
2022 2021
GBP'000 GBP'000
---------------------------------------------------------- ------- -------
Employee benefit expenses (including directors) comprise:
Wages and salaries 37,298 26,440
Short-term non-monetary benefits 113 447
Share based payments (credit)/charge (108) 88
Defined contribution pension cost 532 367
Social security contributions and similar taxes 2,183 1,695
---------------------------------------------------------- ------- -------
Total 40,018 29,037
---------------------------------------------------------- ------- -------
Key management personnel compensation
Key management personnel are those persons having authority and
responsibility for planning, directing and controlling the
activities of the Group, including the directors of the
Company.
2022 2021
GBP'000 GBP'000
------------------------------------- ------- -------
Salary and bonuses 1,259 1,985
Compensation for loss of office 202 202
Short-term non-monetary benefits 26 27
Share based payments (credit)/charge (19) 19
Defined contribution pension cost 13 44
------------------------------------- ------- -------
Total 1,481 2,277
------------------------------------- ------- -------
Directors' remuneration
2022 2021
GBP'000 GBP'000
------------------------------------- ------- -------
Salary and bonuses 943 907
Compensation for loss of office 80 202
Short-term non-monetary benefits 10 24
Share based payments (credit)/charge (10) 10
Defined contribution pension cost 4 11
------------------------------------- ------- -------
Total 1,027 1,154
------------------------------------- ------- -------
Short-term non-monetary benefits comprises of private family
medical cover, company car and insurance benefits.
Total remuneration regarding the highest paid Director is as
follows:
2022 2021
GBP'000 GBP'000
----------------------------- ------- -------
Total aggregate remuneration 232 617
----------------------------- ------- -------
The average number of employees (including directors) during the
year was as follows:
2022 2021
------------------- ----- -----
Freight forwarding 859 754
Logistics 585 550
Other 67 128
------------------- ----- -----
Total 1,511 1,432
------------------- ----- -----
7. SEGMENTAL ANALYSIS
Types of services from which each reportable segment derives its
revenues
The Group had three main divisions: Transport Solutions,
referred to as Affinity, Freight Forwarding, and Logistics &
Warehousing. All revenue is derived from the provision of
services.
-- Freight Forwarding - This division is the core business and
relates to the movement of freight goods across Europe. This
division accounts for the largest proportion of the Group's
business, generating 81% of its external revenues. (2021: 79%)
-- Affinity - This division is the Transport Solution's arm of
the Group. It focuses on the reselling of DKV fuel cards, leasing,
ferry crossings and other associated transport related services.
This division accounts for 2% of the Group's business in terms of
revenue (2021: 2%)
-- Logistics & Warehousing - This division is involved in
the warehousing and domestic distribution; delivering 17% of the
Group's external revenues in 2022 (2021: 19%).
Factors that management used to identify the Group's reportable
segments
The Group's reportable segments are strategic business units
that offer different products and services. They are managed
separately because each business requires different technology and
marketing strategies.
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating decision-maker.
The chief operating decision maker has been identified as the
management team comprising the Divisional Chief Operating Officers,
the Chief Executive Officer and the Chief Financial Officer.
Measurement of operating segment profit or loss
The Group evaluates segmental performance on the basis of profit
or loss from operations calculated in accordance with IFRS 8.
Segment assets and liabilities are measured in the same way in the
financial statements, and they are allocated based on the
operations of the segment.
Inter-segment sales are priced at market rates and at arm's
length basis, along the same lines as sales to external customers.
This policy was applied consistently throughout the current and
prior period.
Freight Logistics &
Forwarding Warehousing Affinity Overheads Total
2022 2022 2022 2022 2022
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------------------- ----------- ------------ ---------- ---------- ----------
Gross billings 312,596 65,627 189,611 31 567,865
Less recoverable disbursements - - (181,168) - (181,168)
Total revenue 312,596 65,627 8,443 31 386,697
Inter-segmental revenue 74 (74) - - -
--------------------------------------------------- ----------- ------------ ---------- ---------- ----------
Total revenue from external customers 312,670 65,553 8,443 31 386,697
--------------------------------------------------- ----------- ------------ ---------- ---------- ----------
Depreciation & amortisation
(excluding right-of-use asset depreciation) (1,209) (1,493) (64) (317) (3,083)
Segment profit before central overhead allocation
(excluding exceptional items) 12,572 662 2,709 (6,138) 9,805
Allocation of central overheads (1,347) (707) (17) 2,071 -
Segment profit after central overhead allocation
(excluding exceptional items) 11,225 (45) 2,692 (4,067) 9,805
Net finance costs (2,801)
Exceptional items (483)
--------------------------------------------------- ----------- ------------ ---------- ---------- ----------
Profit before income tax 6,521
--------------------------------------------------- ----------- ------------ ---------- ---------- ----------
Total segment assets / equity & liabilities 102,438 84,706 28,966 21,701 237,811
--------------------------------------------------- ----------- ------------ ---------- ---------- ----------
Freight Logistics &
Forwarding Warehousing Affinity Overheads Total
2021 2021 2021 2021 2021
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------------------- ----------- ------------ ---------- ---------- ----------
Gross billings 234,182 56,136 145,919 - 436,237
Less recoverable disbursements - - (139,643) - (139,643)
Total revenue 234,182 56,136 6,276 - 296,594
Inter-segmental revenue (607) 607 - - -
--------------------------------------------------- ----------- ------------ ---------- ---------- ----------
Total revenue from external customers 233,575 56,743 6,276 - 296,594
--------------------------------------------------- ----------- ------------ ---------- ---------- ----------
Depreciation & amortisation
(excluding right-of-use asset depreciation) (973) (1,482) (49) (280) (2,784)
Segment profit before central overhead allocation
(excluding exceptional items) 9,673 1,498 2,355 (4,864) 8,662
Allocation of central overheads (1,615) (802) (79) 2,496 -
Segment profit after central overhead allocation
(excluding exceptional items) 8,058 696 2,276 (2,368) 8,662
Net finance costs (1,765)
Exceptional items (2,610)
--------------------------------------------------- ----------- ------------ ---------- ---------- ----------
Profit before income tax 4,287
--------------------------------------------------- ----------- ------------ ---------- ---------- ----------
Total segment assets / equity & liabilities 88,065 71,281 25,917 10,862 196,125
--------------------------------------------------- ----------- ------------ ---------- ---------- ----------
8. NET FINANCE COSTS
2022 2021
GBP'000 GBP'000
----------------------------------------------------- ------- -------
Finance income:
Deposit account interest 47 143
Interest receivable on Benfleet vendor income - 29
----------------------------------------------------- ------- -------
Total finance income 47 172
----------------------------------------------------- ------- -------
Finance costs:
Bank loan & confidential invoicing discount interest (687) (352)
Right-of-use asset interest (2,161) (1,585)
----------------------------------------------------- ------- -------
Total finance costs (2,848) (1,937)
Net finance costs (2,801) (1,765)
----------------------------------------------------- ------- -------
9. INCOME TAX
Analysis of tax expense
2022 2021
GBP'000 GBP'000
-------------------------------------------------------------- ------- -------
Current tax:
Tax on profits for the year 4,004 2,338
Adjustments in respect of prior periods (65) (60)
-------------------------------------------------------------- ------- -------
Total current tax payable 3,939 2,278
-------------------------------------------------------------- ------- -------
Deferred tax credit (238) 132
-------------------------------------------------------------- ------- -------
Total tax expense in consolidated statement of profit or loss 3,701 2,410
-------------------------------------------------------------- ------- -------
The reconciling items for the difference between the actual tax
charge for the year and the standard rate of corporation tax in UK
(the ultimate parent company's tax residency) applied to profits
for the year are as follows:
2022 2021
GBP'000 GBP'000
---------------------------------------------------------- ------- -------
Profit before tax 6,521 4,287
UK tax charge at 19% 1,239 814
Overseas tax charge (976) (616)
Expenses not deductible for tax purposes 1,252 728
Movement in deferred tax (238) (134)
Remeasurement of deferred tax - change in the UK tax rate - 266
Unrecognised deferred tax 2,515 1,826
Adjustment in respect of prior periods (65) (60)
Other (26) (414)
---------------------------------------------------------- ------- -------
Total tax expense 3,701 2,410
---------------------------------------------------------- ------- -------
Deferred Tax
2022 2021
Assets - Arising from Trading losses GBP'000 GBP'000
-------------------------------------------- ------- -------
Balance as at 1 January 904 707
Movement in the year as a result of trading (91) (20)
Effect of change in rate of taxation - 217
Balance as at 31 December 813 904
-------------------------------------------- ------- -------
2022 2021
Liabilities GBP'000 GBP'000
-------------------------------------- ------- -------
Balance as at 1 January (2,011) (1,697)
(Charge)/release to income statements 328 154
Effect of change in rate of taxation - (483)
Movement in foreign exchange (19) 15
Balance as at 31 December (1,702) (2,011)
-------------------------------------- ------- -------
The deferred tax asset relates to losses carried forward at the
rate of tax in the relevant jurisdiction.
The UK government announced that the corporation tax rate of 25%
will be enacted for the tax year 1 April 2023 to 31 March 2024 and
this is the rate reflected in these financial statements. Deferred
taxes at the statement of financial position date have been
measured using these enacted tax rates and reflected in these
financial statements.
In addition, the Group has potential deferred tax assets for
trading losses totalling GBP8,481,000 (2021: GBP3,170,000) arising
from certain subsidiaries across the Group. These assets have not
been recognised due to insufficient certainty that the suitable
profits will be generated in the foreseeable future.
The deferred tax liabilities relate to liabilities arising as
part of the Group's acquisitions.
10. EARNINGS PER SHARE
2022 2021
'000 '000
------------------------------------------ ------- -------
Basic weighted average number of shares 141,688 141,660
Potentially dilutive share options - 267
------------------------------------------ ------- -------
Diluted weighted average number of shares 141,688 141,927
------------------------------------------ ------- -------
GBP'000 GBP'000
-------------------------------------------------------------------------- ------- -------
(Loss)/profit for the year attributable to owners of the parent company (178) 417
-------------------------------------------------------------------------- ------- -------
Earnings pence per share - basic (0.13) 0.29
-------------------------------------------------------------------------- ------- -------
Earnings pence per share - diluted N/a 0.29
-------------------------------------------------------------------------- ------- -------
GBP'000 GBP'000
-------------------------------------------------------------------------- ------- -------
(Loss)/profit for the year attributable to owners of the parent company (178) 417
Exceptional items (note 27) 483 2,610
Amortisation of intangible assets arising from acquisitions (note 12) 1,471 1,472
Impairment of goodwill arising on acquisition of subsidiary (note 12) 1,474 -
Additional interest charge due to IFRS16 accounting standard change 1,046 714
Adjusted profit for the year attributable to owners of the parent company 4,296 5,213
-------------------------------------------------------------------------- ------- -------
Adjusted earnings pence per share - basic 3.03 3.68
-------------------------------------------------------------------------- ------- -------
Adjusted earnings pence per share - diluted 3.03 3.67
-------------------------------------------------------------------------- ------- -------
11. DIVIDS
2022 2021
GBP'000 GBP'000
------------------------------------------------------------ ------- -------
Final dividend of GBPnil (2021: 0.60p) per ordinary share - 850
------------------------------------------------------------ ------- -------
Interim dividend of GBPnil (2021: 0.50p) per ordinary share - 709
------------------------------------------------------------ ------- -------
Subject to approval by shareholders, the Board is not
recommending a final dividend to be paid to shareholders, whilst no
interim dividend was paid during the year. In 2021 a total dividend
of 1.10p per share was paid.
However, pursuant to the Offer and conditional upon shareholder
approval and the Offer completing, a special dividend of 2p per
share will be paid by the Company, further details as to the timing
of which will be provided as appropriate, in due course.
12. INTANGIBLE ASSETS
Group
Customer Technology
Licences and trademarks Goodwill Related Related Total
COST GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- ----------------------- -------- -------- ---------- -------
At 1 January 2022 3,387 14,160 12,258 510 30,315
Additions 1,172 - - - 1,172
Transfer (253) 253 - - -
Disposals (4) - - - (4)
Exchange differences 182 - - - 182
--------------------- ----------------------- -------- -------- ---------- -------
At 31 December 2022 4,484 14,413 12,258 510 31,665
--------------------- ----------------------- -------- -------- ---------- -------
AMORTISATION
At 1 January 2022 952 1,845 5,241 354 8,392
Charge for the year 364 - 1,276 102 1,742
Impairment - 1,474 - - 1,474
Disposals (1) - - - (1)
Exchange differences 47 - - - 47
--------------------- ----------------------- -------- -------- ---------- -------
At 31 December 2022 1,362 3,319 6,517 456 11,654
--------------------- ----------------------- -------- -------- ---------- -------
NET BOOK VALUE
At 31 December 2022 3,122 11,094 5,741 54 20,011
--------------------- ----------------------- -------- -------- ---------- -------
At 1 January 2022 2,435 12,315 7,017 156 21,923
--------------------- ----------------------- -------- -------- ---------- -------
Customer Technology
Licences Goodwill Related Related Total
COST GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- -------- -------- -------- ---------- -------
At 1 January 2021 3,234 14,160 12,258 510 30,162
Additions 309 - - - 309
Disposals (90) - - - (90)
Exchange differences (66) - - - (66)
--------------------- -------- -------- -------- ---------- -------
At 31 December 2021 3,387 14,160 12,258 510 30,315
--------------------- -------- -------- -------- ---------- -------
AMORTISATION
At 1 January 2021 751 1,845 3,871 252 6,719
Charge for the year 204 - 1,370 102 1,676
Disposals (90) - - - (90)
Exchange differences 87 - - - 87
--------------------- -------- -------- -------- ---------- -------
At 31 December 2021 952 1,845 5,241 354 8,392
--------------------- -------- -------- -------- ---------- -------
NET BOOK VALUE
At 31 December 2021 2,435 12,315 7,017 156 21,923
--------------------- -------- -------- -------- ---------- -------
At 1 January 2021 2,483 12,315 8,387 258 23,443
--------------------- -------- -------- -------- ---------- -------
The goodwill included in the above note, relates to acquisition
of Pallet Express Srl in January 2016, Easy Managed Transport
Limited in March 2017, Benfleet Forwarding Limited in October 2017,
Regional Express Limited in November 2017, Anglia Forwarding Group
Limited in June 2018, Import Services Limited in July 2018,
International Cargo Centre Limited in April 2020 and Nidd Transport
Limited in October 2020.
Goodwill arising on acquisition of a UK freight forwarding
subsidiary was written down during the year by GBP1,474,000 (2021:
GBPnil), reflecting expected profitability.
Annual test for impairment
The Group carries out its impairment tests annually in November
as part of the budget process and all newly acquired entities are
also reviewed for impairment at the reporting date.
Upon acquisition the goodwill and other intangibles are
calculated at Cash Generating Unit ("CGU") level, these are then
measured based on forecast cash flow projections, the first year of
which is based on the CGU's current annual financial budget which
has been approved by the board. The cash flow projections for years
two to five have been derived based on growth rates that are
considered to be in line with the market expectations.
The recoverable amount is determined based on value in use
calculations. The use of this method requires the estimation of
future cash flows and the determination of a discount rate in order
to calculate the present value of the cash flows.
In determining the future free cash flow, the main drivers have
been revenue and Earnings Before Interest and Tax ("EBIT") margins,
with margins remaining at expected levels.
The directors have reviewed the future profit and cash flow
forecasts for the next five years and applying a discount rate of
between 13.8% to 17.3% to the cash flow projections when
determining the net present value of these cash flow. Goodwill
arising on acquisition of a UK freight forwarding subsidiary was
written down during the year by GBP1,474,000 (2021: GBPnil),
reflecting expected profitability. The Directors believe there is
sufficient headroom in the value of the remaining CGUs to not have
to further impair the goodwill.
Key assumptions used in the impairment calculations are as
follows:
Short term Long Term
Impairment Revenue Revenue
Entity Division WACC % Growth Rate % Growth Rates %
--------------------------- ------------------------ ---------- ------------- --------------
Pallet Express Srl Logistics & Warehousing 15.4 13.1 3.0
Delamode Logistics Limited Logistics & Warehousing 14.6 (2.7) 3.5
Delamode Anglia Limited Freight Forwarding 17.3 1.0 1.3
Regional Express Limited Logistics & Warehousing 15.4 5.4 3.0
Nidd Transport Limited Freight Forwarding 13.8 7.2 3.3
--------------------------- ------------------------ ---------- ------------- --------------
The WACC of the Group has been calculated at a rate of between
13.8% to 17.3% with each CGU being adjusted to take into
consideration a specific Company premium risk factor.
The short-term growth rate for each CGU uses several factors
including the expected new business or the loss of existing
business. These growth rates are based on the internal three-year
plans submitted by local management and reviewed through a thorough
board process during the annual budget cycle.
Sensitivity to changes in key assumptions
Impairment testing is dependent on management's estimates and
judgements, particularly as they relate to the forecasting of
future cashflows, the discount rates selected and expected
long-term growth rates.
The Group has conducted sensitivity analysis on the impairment
test of the CGU's classified within continuing operations. Goodwill
arising on acquisition of a UK freight forwarding subsidiary was
written down during the year by GBP1,474,000 (2021: GBPnil),
reflecting expected profitability and considering sensitivity in
key assumptions, as detailed below (inclusive of the write
down):
Estimate Change Excess / (Shortfall)
Assumption used GBP'000 GBP'000
-------------------------------------------------------- -------- -------- --------------------
Increase in long term growth 1.3% + 1.0% 2,599
Decrease in long term growth 1.3% - 1.0% 1,515
Increase in WACC 17.3% + 1.0% 1,587
Decrease in margins Forecast - 0.25% 1,225
Delay in turnaround - EBIT as % of revenue in 2023/2024 1.8% - 3.4% (684)
-------------------------------------------------------- -------- -------- --------------------
The directors believe that there is sufficient headroom in the
value of the remaining business to not have to further impair the
goodwill.
13. PROPERTY, PLANT AND EQUIPMENT
Freehold Fixtures Motor Computer
property and fittings vehicles equipment Totals
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------------- -------- ------------ -------- --------- -------
COST
At 1 January 2022 322 4,248 921 3,824 9,315
Additions 131 548 79 399 1,157
Disposals - (183) (132) (141) (456)
Transfers between categories - 230 (99) (131) -
Exchange differences 43 35 (65) 5 18
----------------------------- -------- ------------ -------- --------- -------
At 31 December 2022 496 4,878 704 3,956 10,034
----------------------------- -------- ------------ -------- --------- -------
DEPRECIATION
At 1 January 2022 121 1,881 529 2,221 4,752
Charge for the year 41 628 87 585 1,341
Eliminated on disposal - (174) (119) (104) (397)
Transfers between categories - 136 (1) (135) -
Exchange differences 1 27 (41) (47) (60)
----------------------------- -------- ------------ -------- --------- -------
At 31 December 2022 163 2,498 455 2,520 5,636
----------------------------- -------- ------------ -------- --------- -------
NET BOOK VALUE
At 31 December 2022 333 2,380 249 1,436 4,398
----------------------------- -------- ------------ -------- --------- -------
At 1 January 2022 201 2,367 392 1,603 4,563
----------------------------- -------- ------------ -------- --------- -------
Freehold Fixtures Motor Computer
property and fittings vehicles equipment Totals
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
----------------------- -------- ------------ -------- --------- -------
COST
At 1 January 2021 258 2,666 1,024 2,745 6,693
Additions 106 1,717 145 1,294 3,262
Disposals (31) (74) (209) (160) (474)
Exchange differences (11) (61) (39) (55) (166)
----------------------- -------- ------------ -------- --------- -------
At 31 December 2021 322 4,248 921 3,824 9,315
----------------------- -------- ------------ -------- --------- -------
DEPRECIATION
At 1 January 2021 97 1,462 671 1,767 3,997
Charge for the year 35 513 61 499 1,108
Eliminated on disposal (8) (70) (176) (12) (266)
Exchange differences (3) (24) (27) (33) (87)
----------------------- -------- ------------ -------- --------- -------
At 31 December 2021 121 1,881 529 2,221 4,752
----------------------- -------- ------------ -------- --------- -------
NET BOOK VALUE
At 31 December 2021 201 2,367 392 1,603 4,563
----------------------- -------- ------------ -------- --------- -------
At 1 January 2021 161 1,204 353 978 2,696
----------------------- -------- ------------ -------- --------- -------
14. SUBSIDIARIES
The subsidiaries of Xpediator Plc, all of which have been
included in these consolidated financial statements, are as
follows:
Proportion of Proportion of
ownership ownership
Registered Country of interest interest
Name Office incorporation 2022 2021
------------------------------------------------------------ ---------- -------------- ------------- -------------
Delamode Holdings Ltd 1 United Kingdom 100% 100%
Delamode Distribution UK Ltd 1 United Kingdom 51% 51%
Delamode Plc 1 United Kingdom 100% 100%
Delamode Property Ltd 1 United Kingdom 100% 100%
Xpediator Services Limited 1 United Kingdom 100% 100%
Easy Managed Transport Limited 1 United Kingdom 100% 100%
Benfleet Forwarding Limited 1 United Kingdom 100% 100%
Regional Express Limited 1 United Kingdom 100% 100%
Delamode International Logistics Ltd (formerly Import
Services Ltd) 1 United Kingdom 100% 100%
Anglia Forwarding Group Limited 1 United Kingdom 100% 100%
Delamode Anglia Ltd (formerly Anglia Forwarding Ltd) 1 United Kingdom 100% 100%
Traker International Limited 1 United Kingdom 100% 100%
Delamode Nidd Ltd (formerly Nidd Transport Ltd) 1 United Kingdom 100% 100%
International Cargo Centre Limited 1 United Kingdom 100% 100%
Affinity Transport Solutions Srl 2 Romania 100% 100%
Delamode Moldova Srl 3 Moldova 100% 100%
Delamode Bulgaria OOD 4 Bulgaria 90% 90%
Delamode Balkans DOO 5 Serbia 100% 100%
Affinity Balkans DOO 6 Montenegro 100% 100%
Delamode Macedonia 7 Macedonia 100% 100%
Delamode Baltics UAB 8 Lithuania 80% 80%
Delamode Estonia OÜ 9 Estonia 80% 80%
Delamode Romania Srl 2 Romania 100% 100%
Affinity Leasing IFN 2 Romania 99.95% 99.95%
Delamode Group Limited 10 Malta 100% 100%
Delamode Group Holdings Limited 10 Malta 100% 100%
Pallet Express Srl 11 Romania 100% 100%
Pallex Hungary 12 Hungary 100% 100%
Regional Express Gmbh 13 Germany 100% 100%
Delamode Netherlands BV 14 Netherlands 100% -
Delamode Finland OY 15 Finland 100% -
Delamode Group Holdings Limited, Easy Managed Transport Limited,
Benfleet Forwarding Limited, Regional Express Limited, Delamode
International Logistic Limited, Anglia Forwarding Group Limited,
Delamode Nidd Limited and Delamode Netherlands BV, are the only
Subsidiaries held directly by Xpediator Plc.
1 700 Avenue West, Skyline 120, Braintree, Essex, CM77 7AA, United Kingdom
2 Bulevardul Timi oara, Nr. 4A, Etaj 1, Bucure ti Sectorul 6, 061328, Romania
3 Bd. Moscova 21/5 of. 1011 MD-2068, Chisinau, Republic of Moldova
4 361 Tsarigradsko Shose Boulevard, 1582, Sofia, Bulgaria
5 Bulevar Oslobodenja 113, 11010 Vozdovac, Belgrade, Serbia
6 Dzordza, Vasingtona 51/43, Podgorica, 81000, Montenegro
7 Stefan Jakimov Dedov 14/1 1, 1000 Skopje, Macedonia
8 Eiguliu G, 2 03150, Vilnius, Lithuania
9 Pärnu mnt 160e, 11318 Tallinn, Estonia
10 Europa Business Centre, Level 3 - Suite 701, Dun Karn Street
Birkirkara BKR 9034, Malta
11 Stefan cel Mare street, no. 197A, Sibiu, 550321, Romania
12 1141 Budapest Szuglo utcs 82, Hungary
13 Darmstadter Landstrasse 116, Frankfurt, 60598, Germany
14 Venneveld 9, 4705RR Roosendaal, the Netherlands
15 Malminkaari 23 A 00700 Helsinki, Finland
The following companies are entitled to exemption from audit
under Section 479A of the UK Companies Act 2006 relating to
subsidiary companies:
Company Registration
----------------------------------- ------------
Delamode Property Limited 06895332
Traker International Limited 02068943
International Cargo Centre Limited 02932640
Xpediator Services Limited 09724594
Anglia Forwarding Group Limited 07148692
Benfleet Forwarding Limited 02218468
Easy Managed Transport Limited 02293696
Delamode Holdings Limited 05751316
Delamode Plc 03716214
----------------------------------- ------------
15. NON-CONTROLLING INTERESTS
Non-controlling interests ("NCI") held in the Group are as
follows:
2022 2021
--------------------------------- ----- -----
Delamode Baltics UAB 20.0% 20.0%
Delamode Estonia OÜ 20.0% 20.0%
Delamode Bulgaria OOD 10.0% 10.0%
Affinity Leasing IFN 0.05% 0.05%
Delamode Distribution UK Limited 49.0% 49.0%
--------------------------------- ----- -----
The summarised financial information in relation to Delamode
Bulgaria OOD and Delamode Baltics UAB before intra-Group
eliminations, is presented below together with amounts attributable
to NCI:
Delamode Delamode
Bulgaria OOD Baltics UAB
GBP'000 GBP'000
--------------------------------------------------------- ------------- ------------
Total NCI at 1 January 2022 201 1,715
--------------------------------------------------------- ------------- ------------
Non-controlling interest in results for the year 142 2,814
Non-controlling interest in dividends for the year (90) (629)
Non-controlling Interest in translation adjustment 11 94
------------- ------------
Total NCI at 31 December 2022 264 3,994
--------------------------------------------------------- ------------- ------------
Delamode Delamode
Bulgaria OOD Baltics UAB
GBP'000 GBP'000
---------------------------------------------------- ------------- ------------
Share Capital - 5
Reserves 264 3,989
Total NCI at 31 December 2022 264 3,994
--------------------------------------------------------- ------------- ------------
Income Statement Delamode Bulgaria Delamode Baltics
OOD UAB
2022 2021 2022 2021
GBP'000 GBP'000 GBP'000 GBP'000
------------------------------- --------- --------- ---------- ---------
Revenue 42,503 34,428 158,726 93,066
Cost of sales (37,825) (30,598) (128,231) (78,135)
------------------------------- --------- --------- ---------- ---------
Gross profit 4,678 3,830 30,495 14,931
------------------------------- --------- --------- ---------- ---------
Administrative expenses (3,335) (2,522) (15,394) (8,298)
Other income 227 21 451 164
------------------------------- --------- --------- ---------- ---------
Operating profit 1,570 1,329 15,552 6,797
Finance income/(costs) (52) (15) 350 217
------------------------------- --------- --------- ---------- ---------
Profit before tax 1,518 1,314 15,902 7,014
Tax expense (153) (132) (2,366) (1,051)
------------------------------- --------- --------- ---------- ---------
Profit after tax 1,365 1,182 13,536 5,963
------------------------------- --------- --------- ---------- ---------
Profit after tax attributable
to non-controlling interests 137 118 2,707 1,193
------------------------------- --------- --------- ---------- ---------
Statement of Financial Position Delamode Bulgaria OOD Delamode Baltics UAB
2022 2021 2022 2021
For the year to 31 December GBP'000 GBP'000 GBP'000 GBP'000
----------------------------------------- ----------- ----------- ----------- ----------
Assets:
----------------------------------------- ----------- ----------- ----------- ----------
Non-current trade and receivables 31 17 1,548 465
Property plant and equipment 65 80 383 240
Right-of-use assets 5,187 622 12,079 6,240
Inventories 33 13 56 175
Trade and other debtors 6,962 7,462 35,497 22,011
Cash and cash equivalents 1,614 914 6,708 1,495
----------------------------------------- ----------- ----------- ----------- ----------
13,892 9,108 56,271 30,626
----------------------------------------- ----------- ----------- ----------- ----------
Liabilities:
Trade and other payables 6,080 6,477 23,821 15,813
Lease liabilities - right-of-use assets 5,167 622 11,801 6,240
Loans and other borrowings - - 680 -
----------------------------------------- ----------- ----------- ----------- ----------
11,247 7,099 36,302 22,053
----------------------------------------- ----------- ----------- ----------- ----------
Total net assets 2,645 2,009 19,969 8,573
----------------------------------------- ----------- ----------- ----------- ----------
Accumulated non-controlling interests 264 201 3,994 1,715
----------------------------------------- ----------- ----------- ----------- ----------
Statement of Cash Flows Delamode Bulgaria OOD Delamode Baltics UAB
2022 2021 2022 2021
For the year to 31 December GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------------------------- ----------- ----------- ----------- ----------
Cash flows from operating activities 1,859 848 8,684 352
Cash flows from investing activities (34) (21) (3,168) 525
Cash flows from financing activities (1,246) (973) (754) (1409)
-------------------------------------------------- ----------- ----------- ----------- ----------
Increase/(Decrease) in cash and cash equivalents 579 (146) 4,762 (532)
-------------------------------------------------- ----------- ----------- ----------- ----------
Cash and cash equivalents at beginning of year 914 1,156 1,495 2,336
-------------------------------------------------- ----------- ----------- ----------- ----------
Effect of foreign exchange rate movements 121 (96) 451 (309)
-------------------------------------------------- ----------- ----------- ----------- ----------
Cash and cash equivalents at end of year 1,614 914 6,708 1,495
-------------------------------------------------- ----------- ----------- ----------- ----------
The NCI of all the other shareholders, that are not 100% owned
by the Group are considered to be immaterial.
16. INVESTMENTS
Participating interests
Cost GBP'000
-------------------- -----------------------
At 1 January 2022 -
Movement 33
--------------------- -----------------------
At 31 December 2022 33
--------------------- -----------------------
Net Book Value
-------------------- -----------------------
At 31 December 2022 33
--------------------- -----------------------
17. TRADE AND OTHER RECEIVABLES
2022 2021
Group GBP'000 GBP'000
---------------------------------------------------- ------- -------
Current:
Trade receivables 90,867 82,127
Less: provision for impairment of trade receivables (4,845) (4,428)
---------------------------------------------------- ------- -------
86,022 77,699
---------------------------------------------------- ------- -------
Current financial assets 4,915 5,082
Prepayments and contract assets 10,584 10,845
Other receivables 3,076 4,869
---------------------------------------------------- ------- -------
Total 104,597 98,495
---------------------------------------------------- ------- -------
Non-Current
Trade and other receivables 1,247 -
---------------------------------------------------- ------- -------
Current financial assets relate to the security deposits held by
DKV on behalf of the Group which are refundable on termination of
the agreement which can be served giving three months' notice hence
they are classed as current assets.
The Group applies the IFRS 9 simplified approach to measuring
expected credit losses using a lifetime expected credit loss
provision for trade receivables and contract assets. To measure
expected credit losses on a collective basis, trade receivables and
contract assets are grouped based on similar credit risk and aging.
The contract assets have similar risk characteristics to the trade
receivables for similar types of contracts.
The expected loss rates are based on the Group's historical
credit losses experienced. The historical loss rates are then
adjusted to reflect current and forward-looking information, any
known legal and specific economic factors, including the credit
worthiness and ability of the customer to settle the
receivable.
The movements in the impairment allowance for trade receivables
are as follows:
2022 2021
Group GBP'000 GBP'000
---------------------------------------------------------------- ------- -------
At 1 January 4,428 2,976
Amount charged to the Consolidated Income Statement in the year 863 1,475
Receivables written off during the year as uncollectible (446) (23)
---------------------------------------------------------------- ------- -------
At 31 December 4,845 4,428
---------------------------------------------------------------- ------- -------
The lifetime expected loss provision for trade receivables and
contract assets is as follows:
More More More
than 30 than 60 than 90
Days Past Days Past Days Past
Current Due Due Due Total
At 31 December 2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Expected loss rate 0.27% 4.24% 6.14% 66.73%
Gross carrying amount 80,120 5,471 1,978 6,412 93,981
Loss provision 213 232 121 4,279 4,845
----------------------- -------- ----------- ----------- ----------- --------
More More More
than 30 than 60 than 90
Days Past Days Past Days Past
Current Due Due Due Total
At 31 December 2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Expected loss rate 1.2% 12.9% 6.0% 74.9%
Gross carrying amount 80,901 2,197 1,128 4,157 88,383
Loss provision 963 283 68 3,114 4,428
----------------------- -------- ----------- ----------- ----------- --------
18. TRADE AND OTHER PAYABLES
2022 2021
Group GBP'000 GBP'000
-------------------------------- ------- -------
Current:
Trade and other payables 76,475 72,094
Social security and other taxes 3,838 2,032
Other creditors 2,988 6,760
Accruals 4,135 5,333
-------------------------------- ------- -------
Total Trade and other payables 87,436 86,219
-------------------------------- ------- -------
Non-current
Trade and other payables 273 343
-------------------------------- ------- -------
19. BANK AND OTHER LOANS
2022 2021
Group GBP'000 GBP'000
------------------------------------------------------ ------- -------
Current:
Overdrafts 879 -
Bank loans 912 1,891
Confidential invoice discounting facility 10,822 14,602
------------------------------------------------------ ------- -------
12,613 16,493
------------------------------------------------------ ------- -------
Non-current:
Bank loans - 1-2 years 913 -
Bank loans - 2-5 years 3,170 -
Bank loans due after 5 years repayable by instalments - -
------------------------------------------------------ ------- -------
4,083 -
------------------------------------------------------ ------- -------
The Lloyds bank loan, on which interest was charged at both a
fixed rate of 6.4% and a variable rate of 1.1% above the Bank of
England base rate, was repaid in full in January 2022. This was
replaced with a loan facility from Investec bank, in which interest
is payable at a variable rate of 4.5% above the Bank of England
base rate and is repayable by April 2026.
The Lloyds bank loan was partially guaranteed by the personal
assets of some of the Directors and Key Management of the Group,
which has since been satisfied.
The book value and fair value of loans and borrowings are as
follows:
2022 2021
Non-Current GBP'000 GBP'000
-------------------------------------------------------------------------- --------- --------
Bank borrowings and others
- Secured 4,083 -
-------------------------------------------------------------------------- --------- --------
Current
-------------------------------------------------------------------------- --------- --------
Bank borrowings and others
- Secured 12,613 16,493
-------------------------------------------------------------------------- --------- --------
Total loans and borrowings 16,696 16,493
-------------------------------------------------------------------------- --------- --------
Sterling 16,696 16,493
Bank borrowings and overdrafts are secured by a fixed and floating charge over the Group's
assets.
The movements in the bank and other loans are as follows:
2022 2021
Group GBP'000 GBP'000
-------------------------------------------------------------------------- --------- --------
At 1 January 16,493 5,962
New borrowings in the year 6,379 10,869
Borrowings repaid during the year (6,176) (338)
-------------------------------------------------------------------------- --------- --------
At 31 December 16,696 16,493
-------------------------------------------------------------------------- --------- --------
20. PROVISIONS
2022 2021
GBP'000 GBP'000
-------------------------- ------- -------
At 1 January 2,191 2,153
Additions during the year 1,568 38
At 31 December 3,759 2,191
-------------------------- ------- -------
Other provisions relate to an assessment of dilapidation of
leasehold properties. In each instance, management undertake
surveys from time to time to understand the work required to bring
the leasehold properties back to their original condition. The
additions relate to the new leasehold properties and the provisions
at each reporting date are as follows:
21. FINANCIAL INSTRUMENTS - RISK MANAGEMENT
The Group is exposed through its operations to the following
financial risks:
-- Credit risk
-- Market price risk
-- Cash flow and fair value interest rate risk
-- Foreign exchange risk, and
-- Liquidity risk.
The Group is exposed to risks that arise from its use of
financial instruments. This note describes the Group's objectives,
policies and processes for managing those risks and the methods
used to measure them. Further quantitative information in respect
of these risks is presented throughout these financial
statements.
There have been no substantive changes in the Group's exposure
to financial instrument risks, its objectives, policies and
processes for managing those risks or the methods used to measure
them from previous periods unless otherwise stated in this
note.
Principal financial instruments
The principal financial instruments used by the Group, from
which financial instrument risk arises, are as follows:
-- Trad e and other receivables (excluding prepayments)
-- Cash and cash equivalents
-- Trade and other payables
-- Bank overdrafts
-- Bank loans and invoice discounting
-- Lease liabilities
Financial instruments by category:
Financial assets at amortised cost
2022 2021
GBP'000 GBP'000
------------------------------------------ ------- -------
Cash and cash equivalents 13,126 11,684
Trade and other receivables 99,188 87,650
------------------------------------------ ------- -------
Total financial assets at amortised costs 112,314 99,334
------------------------------------------ ------- -------
Financial Liabilities
Fair value through
profit and loss Loans and other payables
2022 2021 2022 2021
GBP'000 GBP'000 GBP'000 GBP'000
----------------------------------------------- --------- --------- ------------ ------------
Trade and other payables - - 87,709 81,229
Overdrafts, bank loans and invoice discounting - - 16,696 16,493
Lease liabilities - - 96,052 59,678
Total financial liabilities - - 200,457 157,400
----------------------------------------------- --------- --------- ------------ ------------
Financial instruments not measured at fair value
These include cash and cash equivalents, trade and other
receivables (excluding prepayments), trade and other payables,
overdrafts and loans and borrowings. Due to their short-term
nature, the carrying value of cash and cash equivalents,
overdrafts, trade and other receivables, trade and other payables
approximates their fair value.
The Group's activities expose it to a variety of financial
risks: credit risk, market risk (including foreign exchange risk,
price risk and cashflow and fair value interest rate risk) and
liquidity risk. The financial risks relate to the following
financial instruments: cash and cash equivalents, trade and other
receivables (excluding prepayments), trade and other payables, and
loans and borrowings. The accounting policies with respect to these
financial instruments are described in note 2.
Risk management is carried out by the directors under policies,
where they identify and evaluate financial risks in close co --
operation with the Group's operating units. The directors provide
principles for overall risk management.
The reports on the risk management are produced periodically to
the key management personnel of the Group.
(a) Credit Risk
Credit risk is the risk of financial loss to the Group if a
customer or counterparty to a financial instrument fails to meet
its contractual obligations. The Group is mainly exposed to credit
risk from credit sales. It is Group policy, implemented locally, to
assess the credit risk of new customers before entering contracts.
Such credit ratings are taken into account by local business
practices.
Credit risk also arises from cash and cash equivalents and
deposits with banks and financial institutions. For banks and
financial institutions, the most suitable bank in the local
territory is selected.
A significant amount of cash is held with the following
institutions:
2022* 2022 2021
Cash at bank Rating GBP'000 GBP'000
--------------------- ------------------ ------- -------
Barclays Bank plc A+ 436 737
Lloyds Bank plc A+ 725 4,274
Raiffeisen Bank AG A- 3,496 3,903
NatWest group plc A 57 14
Swedbank A+ 5,659 1,217
HSBC A+ 95 165
Bank of Transylvania BB+ 415 194
Unicredit Bulbank A- 135 30
Hipotekarna Bank N/a 260 222
Erste Bank A+ 252 187
Luminor Bank AB N/a 322 114
Ebury N/a 525 114
PKO Bank Polski N/a 244 114
Other 505 399
--------------------- ------------------ ------- -------
Total 13,126 11,684
--------------------- ------------------ ------- -------
* Based on Standard & Poor Rating
(b) Market risk
(i) Price risk
Certain aspects of the commercial terms relating to the Affinity
division are, directly linked to the commodity costs of fuel
purchased by their clients at roadside fuelling stations across
Europe. As such there is a risk arising from price changes relating
to the fuel prices offered at the respective fuelling stations. In
order to manage this risk, the Group varies the way it charges its
commissions.
The table below shows the sensitivity analysis to possible
changes in fuel prices to which the Group is exposed at the end of
each year, with all other variables remaining constant. This arises
due to the commercial arrangements the Affinity division has with
its clients, whereby it will generate income in the form of
commissions based on the value of fuel purchased by its
clients.
2022 2021
Petrol price risk effect on net profit sensitivity analysis: GBP'000 GBP'000
------------------------------------------------------------- ------- -------
Price increased by 10% 271 166
Price decreased by 10% (271) (166)
------------------------------------------------------------- ------- -------
The Group is exposed to the market risk with respect to its
operating income which is subject to changes in performance,
exchange fluctuations and other market influences both economic and
political. The directors manage this risk by reviewing on a regular
basis market fluctuation arising on the Group's activities.
(ii) Cash flow and fair value interest rate risk
As the Group has no significant interest-bearing assets, its
income and operating cash flows are substantially independent of
changes in market interest rates.
The risk associated with interest-bearing debts is mitigated by
utilising a mix of fixed and variable interest rate loans, as well
as a Confidential Invoice Discounting Facility ("CID").
2022 2021
Interest rate risk effect on net profit sensitivity analysis: GBP'000 GBP'000
-------------------------------------------------------------- ------- -------
Interest rates increased by 0.25% (42) (45)
Interest rates decreased by 0.25% 42 45
-------------------------------------------------------------- ------- -------
The Group's cash flow and fair value interest rate risk is
periodically monitored by the directors. The cash flow and fair
value risk policy is approved by the directors.
Receivables and trade and other payables are interest free and
have settlement dates within one year.
A sensitivity analysis is normally based on a change in an
assumption while holding all other assumptions constant. In
practice, this is unlikely to occur, and change in some of the
assumptions may be correlated - for example, change in exchange
rates and change in market values.
(iii) Foreign exchange risk
Foreign exchange risk arises because the Group has operations
located in various parts of the world whose functional currency is
not the same as the presentational currency of the Group. Foreign
exchange risk also arises when individual companies enter
transactions denominated in a currency other than their functional
currency. Certain assets of the Group comprise amounts denominated
in foreign currencies. Similarly, the Group has financial
liabilities denominated in foreign currency. In general, the Group
seeks to maintain the financial assets and financial liabilities in
each of the foreign currencies at a reasonably comparable level,
thereby providing a natural hedge against foreign exchange
risk.
MDL BGN RSD HUF MKD
GBP Euro RON LEU LEV Dinar Forints Denar Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------- ------- ------- ------- ------- ------- ------- ------- ------- -------
At 31 December
2022
Financial assets 25,051 44,159 32,389 332 8,103 2,204 1 75 112,314
Financial liabilities 110,601 49,159 28,528 240 9,282 2,618 - 29 200,457
At 31 December
2021
Financial assets 27,235 30,487 31,812 141 7,307 2,257 2 93 99,334
Financial liabilities 82,667 32,460 32,290 77 6,655 3,027 40 184 157,400
---------------------- ------- ------- ------- ------- ------- ------- ------- ------- -------
An analysis of the Group's exposure to foreign exchange risk,
illustrating the impact on the net financial assets of a 10%
movement in each of the key currencies to which the Group is
exposed, is shown below
2022 2021
Foreign currency risk sensitivity analysis: GBP'000 GBP'000
-------------------------------------------- --------------------------------- --------
Euro (EUR)
Strengthened by 10% (430) (53)
Weakened by 10% 430 53
Romanian Lei (RON)
Strengthened by 10% 386 (90)
Weakened by 10% (386) 90
Moldavian Leu (MDL)
Strengthened by 10% 9 7
Weakened by 10% (9) (7)
Serbian Dinar (RSD)
Strengthened by 10% (41) 38
Weakened by 10% 41 (38)
Bulgarian Lev (BGN)
Strengthened by 10% (188) 29
Weakened by 10% 188 (29)
Macedonian Denar (MKD)
Strengthened by 10% 5 (8)
Weakened by 10% (5) 8
-------------------------------------------- --------------------------------- --------
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient
cash flow for operations. The Group manages its risk to shortage of
funds by monitoring forecast and actual cash flows.
The Group monitors its risk to a shortage of funds using a
recurring liquidity planning tool. This tool considers the maturity
of both its financial investments and financial assets (e.g. trade
receivables, other financial assets) and projected cash flows from
operations.
Between Between
Up to 1 and 2 2 and 5 Over
12 months years years 5 years
At 31 December 2022 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------------------- --------- ------- ------- -------
Trade and other payables 87,436 273 - -
Overdrafts, bank loans & invoice discounting 12,977 1,205 3,458 -
Lease liabilities 15,310 13,254 26,663 64,454
--------------------------------------------- --------- ------- ------- -------
Total 115,723 14,732 30,121 64,454
--------------------------------------------- --------- ------- ------- -------
Between Between
Up to 1 and 2 2 and 5 Over
12 months years years 5 years
At 31 December 2021 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------- --------- ------- ------- -------
Trade and other payables 80,886 343 - -
Bank loans & invoice discounting 16,493 - - -
Lease liabilities 9,053 8,528 13,852 28,245
--------------------------------- --------- ------- ------- -------
Total 106,432 8,871 13,852 28,245
--------------------------------- --------- ------- ------- -------
22. CALLED UP SHARE CAPITAL
2022 2022 2021 2021
Ordinary Shares of GBP0.05 each Number GBP'000 Number GBP'000
------------------------------------ ----------- ------- ----------- -------
At the beginning of the year 141,688,425 7,084 141,633,175 7,082
Issued during the year - - 55,250 2
------------------------------------ ----------- ------- ----------- -------
At the end of the year 141,688,425 7,084 141,688,425 7,084
Deferred Shares of GBP1.00 each 50,000 50 50,000 50
------------------------------------ ----------- ------- ----------- -------
Total shares at the end of the year 141,738,425 7,134 141,738,425 7,134
------------------------------------ ----------- ------- ----------- -------
Shares Issued
On 8 July 2021, SP Angel exercised their option to subscribe for
55,250 Ordinary Shares at the price of GBP0.24 per share.
23. RESERVE DESCRIPTION AND PURPOSE
Share premium is the amount subscribed for share capital in
excess of nominal value.
Equity reserve represents the cost of the share options granted
that have not yet been exercised.
Translation reserve represents the difference arising on the
translation of the net assets and results of subsidiaries into the
presentation currency.
Merger reserve represents the difference between the nominal
value of consideration paid for shares acquired in entities under
common control and the nominal value of those shares. This arises
as a result of the business combination falling outside the scope
of IFRS 3 and merger accounting being applied in place of
acquisition accounting. In addition, the premium on the fair value
in excess of the nominal value of shares issued in consideration of
business combinations is credited to the merger reserve.
Retained earnings represents all other net gains and losses and
transactions with owners (e.g. dividends) not recognised
elsewhere.
24. SHARE-BASED PAYMENTS
The Company has granted Directors and key management share
option plans. These are unapproved schemes so they do not satisfy
the requirements of schedule 4, ITEPA. A summary of the options
plans at 31 December is shown below. All options will vest within
one to four years.
Share Option Option Price
Name No GBP Vesting Period Expiry Date
------ ------------ ------------ -------------- -------------
LTIP - 0.05 March 2022 March 2025
------ ------------ ------------ -------------- -------------
CSOP 2,426,966 0.49 December 2023 February 2024
------ ------------ ------------ -------------- -------------
Total 2,426,966
------ ------------ ------------ -------------- -------------
On 5 February 2021, the Group launched a new Company Share
Option Plan ("CSOP") to certain employees. The award value is
between GBP5,000 - GBP30,000 (depending on seniority within the
business) divided by closing share price on the day before grant of
CSOP options with an exercise price equivalent to 110% of the
closing share price on the day before grant. These options vest
three years from the award date and are subject to meeting a
performance criteria of an average earnings per share (EPS) growth
of 10% per annum, from 1 January 2021 to 31 December 2023.
On 3 March 2021, the company awarded 2,430,291 to Robert Ross
and Mike Williamson under a long term investment plan (LTIP). Both
employees have since left the company and the options have
lapsed.
Options will normally lapse on cessation of employment. However,
exercise is permitted for a limited period following cessation of
employment for specified reasons, such as redundancy, retirement,
ill-health, and, in other circumstances, at the discretion of the
Remuneration Committee.
The movements in share options are as follows:
2022 2021
No No
---------------------------------------- ----------- -----------
At 1 January 2,986,111 55,250
Share options exercised during the year - (55,250)
Share options granted during the year 449,438 5,598,830
Share options lapsed during the year (1,008,583) (2,612,719)
At 31 December 2,426,966 2,986,111
Weighted average share price of options GBP0.49 GBP0.45
Weighted average grant fair value GBP0.11 GBP0.13
Weighted average contractual life 12 months 25 months
Exercise price GBP0.49 GBP0.45
The weighted average grant fair value at the year was 2022
GBP0.11 (2021: GBP0.13) per option. The outstanding options have a
weighted average contractual life of 24 months (2021: 25 months),
and exercise price between GBP0.15 and GBP0.49 (2021: between
GBP0.05 and GBP0.49).
Options were valued using the Black-Scholes option pricing
model. No performance conditions were included in the fair value
calculations. Expected dividends are not incorporated into the fair
value calculations. The fair value per option granted and the
assumptions used in the calculations are as follows:
2022 2021
--------------------- --------- ---------
Risk free investment 2.30% 2.15%
Expected life 12 Months 25 Months
Expected volatility 37.07% 39.56%
--------------------- --------- ---------
The Group recognised a total credit of GBP108,000 (2021: charge
of GBP107,000) relating to equity-settled share-based payments in
light of recent share prices of the Company.
25. LEASES
The Group as a lessee
The Group's leases consist primarily of property premises and
equipment and is presented below:
Right-of-use assets
Property
Premises Equipment Total
Group GBP'000 GBP'000 GBP'000
---------------------------------------- -------- --------- -------
COST
At 1 January 2022 68,315 7,658 75,973
Additions 35,479 11,424 46,903
Disposals (1,291) (535) (1,826)
Exchange differences 803 137 940
---------------------------------------- -------- --------- -------
At 31 December 2022 103,306 18,684 121,990
---------------------------------------- -------- --------- -------
DEPRECIATION
At 1 January 2022 16,164 1,488 17,652
Charge for the year 9,394 3,055 12,449
Eliminated on disposal (1,284) (437) (1,721)
Exchange differences 283 24 307
---------------------------------------- -------- --------- -------
At 31 December 2022 24,557 4,130 28,687
---------------------------------------- -------- --------- -------
NET BOOK VALUE
At 31 December 2022 78,749 14,554 93,303
---------------------------------------- -------- --------- -------
At 31 December 2021 52,151 6,170 58,321
---------------------------------------- -------- --------- -------
Property
Premises Equipment Total
Group GBP'000 GBP'000 GBP'000
----------------------- -------- --------- -------
COST
At 1 January 2021 41,378 2,247 43,625
Additions 32,426 6,010 38,436
Disposals (4,461) (570) (5,031)
Exchange differences (1,028) (29) (1,057)
----------------------- -------- --------- -------
At 31 December 2021 68,315 7,658 75,973
----------------------- -------- --------- -------
DEPRECIATION
At 1 January 2021 11,223 803 12,026
Charge for the year 7,379 1,204 8,583
Eliminated on disposal (2,223) (506) (2,729)
Exchange differences (215) (13) (228)
----------------------- -------- --------- -------
At 31 December 2021 16,164 1,488 17,652
----------------------- -------- --------- -------
NET BOOK VALUE
At 31 December 2021 52,151 6,170 58,321
----------------------- -------- --------- -------
At 31 December 2020 30,155 1,444 31,599
----------------------- -------- --------- -------
Lease liabilities included in the consolidated statement of
financial position
2022 2021
GBP'000 GBP'000
------------ ------- -------
Current 12,287 9,053
Non-Current 83,765 50,625
------------ ------- -------
Total 96,052 59,678
------------ ------- -------
Amount recognised in the consolidated income statement
2022 2021
GBP'000 GBP'000
-------------------------------------------------- ------- -------
Depreciation on right-of-use property premises 9,394 7,379
Depreciation charged on other right-of-use assets 3,055 1,204
Interest on lease liabilities 2,161 1,637
-------------------------------------------------- ------- -------
Total 14,610 10,220
-------------------------------------------------- ------- -------
The total cash outflow for leases during the current year was
GBP14,023,000 (2021: GBP9,347,000). Further lease disclosures are
in note 29.
26. RELATED PARTY TRANSACTIONS
During the year Group companies entered into the following
transactions with related parties who are not members of the
Group.
Amounts Amounts
Sales Purchases owed by owed to
2022 2021 2022 2021 2022 2021 2022 2021
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------- -------- -------- -------- -------- -------- -------- -------- --------
Related Party
Delamode Holding
BV 114 - - - - - - 116
Delamode Propretati, - - - 4 - - - -
Srl
Cogels Investment - 1 - - - - - -
BV
EshopweDrop Baltics 199 - - - 72 - - -
EshopweDrop Romania 17 - - - 2 - - -
EshopweDrop Holdings - - - - 3 - - -
Franchisees
Delamode (SW)
Limited 410 215 29 - 58 25 8 -
Delamode Latvia
SA 485 - 189 - 67 - 22 -
Companies in which directors or their immediate family have
a significant controlling interest
Board Mentoring
Limited - - 128 - - - 65 -
Sebastian Associates
Limited - - 230 - - - 72 -
---------------------- -------- -------- -------- -------- -------- -------- -------- --------
Delamode Holding BV, is indirectly owned by Shaun Godfrey, Sandu
Grigore, and Cogels Investments Limited all of whom are
shareholders of Xpediator Plc.
Delamode Properitati Srl, a Company owned by Delamode Holding
BV, is the landlord of one of the Group's leasehold properties in
Romania. Rent payable under the current lease is at market rates.
Shaun Godfrey, Sandu Grigore and Cogels Investment Limited are
shareholders of Xpediator Plc.
Cogels Investment BV is a Company owned by Stephen Blyth, a
director of Cogels Investments Limited who are a shareholder of
Xpediator Plc.
EshopweDrop Baltics, EshopweDrop Romania and EshopweDrop
Holdings are all entities partly owned by Stephen Blyth, a director
of Cogels Investments Limited who are a shareholder of Xpediator
Plc.
Delamode (SW) Limited ("DSW") is a franchisee of the Group. In
2018, Delamode Holdings Limited entered into a franchise agreement
with DSW, with Shaun Godfrey acting as a Director for both
companies. The Group provides certain administrative functions on
behalf of DSW and charges a fee at an agreed rate and under the
franchise agreement is entitled to a share of the profits.
Delamode Latvia SA is a new franchisee of the Group. During
2022, Delamode Baltics UAB entered into a franchise agreement with
Delamode Latvia SA.
Details of directors' remuneration and the remuneration of key
management personnel are given in note 6.
All related party transactions were made at an arm's length
basis.
27. EXCEPTIONAL ITEMS
During the year, the Group incurred non-recurring costs
totalling GBP483,000 (2021: GBP2,610,000)
An analysis by type of expense is show below.
2022 2021
GBP'000 GBP'000
------------------------------------------------------------------------ ------- -------
Relocation costs - 1,654
Compensation for loss of office and associated recruitment costs 143 539
Financing negotiation fees - 116
Costs associated with offer received for share capital of Xpediator plc 148 -
Redundancy and restructuring 40 -
Aborted acquisition costs 152 301
Total 483 2,610
------------------------------------------------------------------------ ------- -------
28. SUBSEQUENT EVENTS
On 4 May 2023, the Board recommended an Offer from DLM Bidco
Limited (a newly incorporated entity indirectly owned by a
consortium including the Company's largest shareholder, Cogels
Investments Limited ("Cogels"), the investment vehicle of close
family members of Stephen Blyth (former CEO of Xpediator), funds
managed by Baltcap, one of the largest private equity investors in
the Baltic states, and Justas Versnickas, the Managing Director of,
and 20% shareholder in, Delamode Baltics UAB, a subsidiary of
Xpediator Plc (together the "Consortium") to acquire the entire
issued, and to be issued, share capital of the Company. The Offer
is for 42p per share and a special dividend of 2p per share and
values the Company at approximately GBP62.3m. Shareholder meetings
will be held on 7 June 2023 at which eligible shareholders will
vote on the proposed Offer.
On 5 April 2023, Xpediator and the Consortium referred to above,
entered into a co-operation agreement in relation to the Offer (the
"Co-operation Agreement"). Under the terms of the Co-operation
Agreement, the parties agreed, amongst other things, that a cash
award be made to Richard Myson, Xpediator's CFO, in lieu of his
entitlement to receive an award under the Xpediator LTIP ("Cash
Award"). The maximum cash amount payable pursuant to the Cash Award
will be calculated as 346,391 Xpediator Shares multiplied by the
Cash Offer per Xpediator Share. The Cash Award will vest and become
payable on the Effective Date of the Offer.
29. NATURE OF LEASES
The Group leases a number of properties in the jurisdictions
from which it operates. In some jurisdictions it is customary for
lease contracts to provide for payments to increase each year by
inflation or and in others to be reset periodically to market
rental rates. In some jurisdiction's property leases the periodic
rent is fixed over the lease term.
The Group also leases certain items of plant and equipment. In
some contracts for services with distributors, those contracts
contain a lease of vehicles. Leases of plant, equipment and
vehicles comprise only fixed payments over the lease terms.
The percentages in the table below reflect the current
proportions of lease payments that are either fixed or
variable.
The sensitivity reflects the impact on the carrying amount of
lease liabilities and right-of-use assets if there was an uplift of
1% on the statement of financial position date to lease payments
that are variable.
Lease Fixed Variable
Contract Payments Payments Sensitivity
Number % % GBP'000
-------------------------------------------------- -------- -------- -------- -----------
Property leases with payments linked to inflation 3 - 1% 605
Property leases with fixed payments 37 12% - -
Leases of plant & equipment 165 55% - -
Vehicle leases 96 32% - -
-------------------------------------------------- -------- -------- -------- -----------
Total 301 99% 1% 605
-------------------------------------------------- -------- -------- -------- -----------
30. ANALYSIS OF CHANGES IN NET DEBT
Non-cash
interest
At 31 Right-of- Right-of- charge Other At 31
December Foreign Use-asset use asset right-of- non-cash December
2021 Cashflow exchange additions disposals use assets movements 2022
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- -------- -------- -------- --------- --------- ---------- --------- --------
Cash at bank 11,684 (65) 1,507 - - - - 13,126
Short term
deposits - - - - - - - -
--------------------- -------- -------- -------- --------- --------- ---------- --------- --------
Total cash 11,684 (65) 1,507 - - - - 13,126
--------------------- -------- -------- -------- --------- --------- ---------- --------- --------
Overdrafts - 879 - - - - - 879
Confidential
invoice discounting
facility 14,602 (3,780) - - - - - 10,822
Bank loans 1,891 3,104 - - - - - 4,995
Right-of-use-assets 59,678 (14,023) 648 46,903 (94) 2,243 697 96,052
--------------------- -------- -------- -------- --------- --------- ---------- --------- --------
Total debt 76,171 (13,820) 648 46,903 (94) 2,243 697 112,748
--------------------- -------- -------- -------- --------- --------- ---------- --------- --------
Net debt (64,487) (99,622)
Net debt excluding
right-of-use
assets (4,809) (3,570)
Non-cash
interest
At 31 Right-of- Right-of- charge Other At 31
December Foreign Use-asset use asset right-of- non-cash December
2020 Cashflow exchange additions disposals use assets movements 2021
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------------ --------------- -------- -------- --------- --------- ---------- --------- --------
Cash at bank 10,963 1,793 (1,072) - - - - 11,684
Short term deposits 1,757 (1,757) - - - - - -
------------------------ --------------- -------- -------- --------- --------- ---------- --------- --------
Total cash 12,720 36 (1,072) - - - - 11,684
------------------------ --------------- -------- -------- --------- --------- ---------- --------- --------
Confidential
invoice discounting
facility 3,732 10,870 - - - - - 14,602
Bank loans 2,230 (339) - - - - - 1,891
Right-of-use-assets 32,240 (9,346) (842) 38,436 (2,447) 1,637 - 59,678
------------------------ --------------- -------- -------- --------- --------- ---------- --------- --------
Total debt 38,202 1,185 (842) 38,436 (2,447) 1,637 - 76,171
------------------------ --------------- -------- -------- --------- --------- ---------- --------- --------
Net debt (25,482) (64,487)
Net cash/(debt)
excluding right-of-use
assets 6,758 (4,809)
Non-cash items relate to right-of-use-assets accounting under
IFRS16, which the directors consider would misrepresent the net
cash/(debt) position of the Group. Further details on
right-of-use-assets / leases can be found in note 25 to these
Consolidated financial statements.
Reconciliation of net cash flow to movement in net debt
2022 2021
GBP'000 GBP'000
----------------------------------------------------- -------- --------
Net (decrease)/increase in cash and cash equivalents (944) 36
Net increase in borrowings and right-of-use assets (35,050) (38,811)
Foreign exchange movements 859 (230)
Increase in net debt (35,135) (39,005)
Opening net debt (64,487) (25,482)
Closing net debt (99,622) (64,487)
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
2022 2021
Notes GBP'000 GBP'000
-------------------------------------- ----- ------- -------
ASSETS
NON-CURRENT ASSET
Intangible assets 3 236 418
Property, plant and equipment 4 127 217
Investments 5 54,866 63,668
Deferred Tax 640 640
-------------------------------------- ----- ------- -------
55,869 64,943
-------------------------------------- ----- ------- -------
CURRENT ASSETS
Trade and other receivables 6 9,254 10,441
Cash and cash equivalents 271 59
-------------------------------------- ----- ------- -------
9,525 10,500
-------------------------------------- ----- ------- -------
TOTAL ASSETS 65,394 75,443
-------------------------------------- ----- ------- -------
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 9 7,134 7,134
Share premium 10 13,149 13,149
Equity reserve 10 - 108
Merger reserve 10 24,694 24,694
Retained earnings 10 749 3,366
-------------------------------------- ----- ------- -------
TOTAL EQUITY 45,726 48,451
-------------------------------------- ----- ------- -------
LIABILITIES
NON-CURRENT LIABILITIES
Interest bearing loans and borrowings 8 4,083 -
4,083 -
-------------------------------------- ----- ------- -------
CURRENT LIABILITIES
Interest bearing loans and borrowings 8 912 -
Trade and other payables 7 14,673 26,992
-------------------------------------- ----- ------- -------
15,585 26,992
-------------------------------------- ----- ------- -------
TOTAL LIABILITIES 19,668 26,992
-------------------------------------- ----- ------- -------
TOTAL EQUITY AND LIABILITIES 65,394 75,443
-------------------------------------- ----- ------- -------
The Company made a loss in the year of GBP1,766,000 (2021:
profit of GBP2,715,000).
Richard Myson
CFO
22 May 2022
COMPANY STATEMENT OF CHANGES IN EQUITY
FORTHE YEARED 31 DECEMBER 2022
Share Share Equity Merger Retained
capital premium reserve reserve earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------- ------- ------- ------- ------- -------- -------
At 1 January 2022 7,134 13,149 108 24,694 3,366 48,451
---------------------------------- ------- ------- ------- ------- -------- -------
Contribution by and distribution
to owners
Dividends paid - - - - (851) (851)
Share options credit - - (108) - - (108)
Total contributions by and
distribution to owners 7,134 13,149 - 24,694 2,515 47,492
---------------------------------- ------- ------- ------- ------- -------- -------
Loss for the year - - - - (1,766) (1,766)
---------------------------------- ------- ------- ------- ------- -------- -------
At 31 December 2022 7,134 13,149 - 24,694 749 45,726
---------------------------------- ------- ------- ------- ------- -------- -------
Share Share Equity Merger Retained
capital premium reserve reserve earnings Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------------------- ------- ------- ------- ------- -------- -------
At 1 January 2021 7,132 13,139 1 24,694 2,848 47,814
---------------------------------- ------- ------- ------- ------- -------- -------
Contribution by and distribution
to owners
Dividends paid - - - - (2,197) (2,197)
Share options granted - - 107 - - 107
Share options exercised 2 10 - - - 12
---------------------------------- ------- ------- ------- ------- -------- -------
Total contributions by and
distribution to owners 7,134 13,149 108 24,694 651 45,736
---------------------------------- ------- ------- ------- ------- -------- -------
Profit for the year - - - - 2,715 2,715
---------------------------------- ------- ------- ------- ------- -------- -------
At 31 December 2021 7,134 13,149 108 24,694 3,366 48,451
---------------------------------- ------- ------- ------- ------- -------- -------
NOTES TO THE COMPANY FINANCIAL STATEMENTS
FOR THE YEARED 31 DECEMBER 2022
1. ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with
Financial Reporting Standard 101 "Reduced Disclosure Framework" and
the Companies Act 2006. The financial statements have been prepared
under the historical cost convention.
The Company has taken advantage of the following disclosure
exemptions in preparing these financial statements, as permitted by
FRS 101 "Reduced Disclosure Framework":
-- the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment;
-- the requirements of paragraphs 62, B64(d), B64(e), B64(g),
B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p),
B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;
-- the requirements of paragraph 33(c) of IFRS 5 Non-Current
Assets Held for Sale and Discontinued Operations;
-- the requirements of IFRS 7 Financial Instruments: Disclosures;
-- the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;
-- the requirement in paragraph 38 of IAS 1 Presentation of
Financial Statements to present comparative information in respect
of:
-- paragraph 79(a)(iv) of IAS 1;
-- paragraph 73(e) of IAS 16 Property, Plant and Equipment;
-- paragraph 118(e) of IAS 38 Intangible Assets;
-- the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B,
38C, 38D, 40A, 40B, 40C, 40D and 111 of IAS 1 Presentation of
Financial Statements;
-- the requirements of paragraphs 134 to 136 of IAS 1
Presentation of Financial Statements;
-- the requirements of IAS 7 Statement of Cash Flows;
-- the requirements of paragraphs 30 and 31 of IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors;
-- the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;
-- the requirements in IAS 24 Related Party Disclosures to
disclose related party transactions entered into between two or
more members of a Group;
-- the requirements of paragraphs 134(d) to 134(f) and 135(c) to
135(e) of IAS 36 Impairments of Assets.
Merger accounting
On 25 May 2017 the Company entered into a share swap agreement
with the ultimate beneficiaries of Delamode Group Holdings Limited,
whereby 4,000,000 new ordinary shares of GBP1.00 each were issued
to the ultimate beneficiaries of Delamode Group Holdings Limited in
exchange for their shares in Delamode Group Holdings Limited in the
same proportion as their shareholding in Delamode Group Holdings
Limited. The merger method of accounting is used to consolidate the
results of Xpediator Plc.
Where merger relief is applicable, the cost of the investment is
recorded at the fair value on the date of the transaction at below.
The difference between the fair value of the investment and the
nominal value of the shares (plus the fair value of any other
consideration given) is shown as a merger relief reserve and no
share premium is recognised.
On 8 June 2018, the Company issued 1,727,694 new ordinary shares
of GBP0.05 each as part of the deferred consideration of Easy
Managed Transport Limited. On 13 July 2018, the Company issued
3,740,648 new ordinary shares of GBP0.05 each as part of the
acquisition of Import Services Limited. On 31 December 2018, the
Company issued 84,951 new ordinary shares of GBP0.05 each as part
of the deferred consideration of Regional Express Limited. On 16
May 2019, the Company issued 1,655,876 shares to the former owners
of Easy Managed Transport Limited as part of the final payment of
the deferred consideration of Easy Managed Transport Limited. On 5
December 2019, the Company issued 89,744 new ordinary shares of
GBP0.05 each as part of the final deferred consideration of
Regional Express Limited.
Going concern
The directors have concluded that it is appropriate that the
financial statements have been prepared on a going concern basis
given the cash balances as at 31 December 2022, and funding
facilities in place across the Group, which it does not envisage
will be withdrawn thus there are sufficient funds available to meet
its liabilities as they fall due for a period of not less than 12
months from the date of approval of the financial statements. The
directors believe that based on the current budgets and forecast
cash flows, there is sufficient resources to meet its liabilities
as they fall due. The financial statements have therefore been
prepared on a going concern basis.
However, on 4 May 2023, the Board recommended an Offer from DLM
Bidco Limited (a newly incorporated entity indirectly owned by a
consortium including the Company's largest shareholder, Cogels
Investments Limited, the investment vehicle of close family members
of Stephen Blyth (former CEO of Xpediator), funds managed by
Baltcap, one of the largest private equity investors in the Baltic
states, and Justas Versnickas, the Managing Director of, and 20%
shareholder in, Delamode Baltics UAB, a subsidiary of Xpediator Plc
to acquire the entire issued, and to be issued, share capital of
the Company, which may complete within the next 12 months. Details
of the Offer are available on our investor website (
https://xpediator.com/offer-for-xpediator )
Whilst completion of the Offer is subject to approval by
eligible shareholders at the shareholder meetings scheduled for 7
June 2023 and sanction by the High Court of Justice in England and
Wales, the Group and Company continues to operate autonomously with
the assumption that trading will continue post-acquisition as
modelled in the detailed forecasts, without adjustments to reflect
any incremental costs or expected benefits should the acquisition
go ahead. As the directors do not have visibility over the future
intentions of the potential acquirer, there can be no certainty
over the nature of the continuing operations of the Group and
Company should the acquisition proceed successfully. This gives
rise to a material uncertainty, as defined in auditing and
accounting standards, related to events or conditions that may cast
significant doubt on the Group and the Company's ability to
continue as a going concern and in such circumstances, the Group
and the Company may therefore be unable to realise its assets and
discharge its liabilities in the normal course of business.
Intangible assets
Externally acquired intangible assets, are initially recognised
at cost and subsequently amortised on a straight-line basis over
their useful economic lives.
The significant intangibles recognised by the Company, their
useful economic lives and the methods used to determine the cost of
intangibles are as follows
Licences and Software - 25%-33% straight line
Property, Plant & Equipment
Depreciation is provided at the following annual rates in order
to write off each asset over its estimated useful life or, if held
under a finance lease, over the lease term, whichever is the
shorter.
Computer Equipment - 20%-33% straight line
Fixture & Fittings - 20%-33% straight line
Leasehold Improvements - 33% straight line
Fixed assets are stated at cost less depreciation and provision
for impairment.
Taxation
Current taxes are based on the results shown in the financial
statements and are calculated according to local tax rules, using
tax rates enacted or substantially enacted by the reporting
date.
Foreign currencies
The financial statements of the Company are presented in its
reporting currency of Sterling. The functional currency of the
Company is the UK Sterling.
Assets and liabilities in foreign currencies are translated into
sterling at the rates of exchange ruling at the statement of
financial position date. Transactions in foreign currencies are
translated into sterling at the rate of exchange ruling at the date
of transaction. Any gains or losses arising from these conversions
are credited or charged to the Income Statement.
Employee benefit costs
The Company operates a defined contribution pension scheme on
behalf of employees in the UK in accordance with auto enrolment
legislation. Contributions payable to the company's pension scheme
are charged to the income statement in the period to which they
relate.
Investments
Investments in subsidiaries are at cost less any provision for
impairment. The Company assesses investments for impairment
whenever events or changes in circumstances indicate that the
carrying value of an investment may not be recoverable. If any such
indication of impairment exists, the Company makes an estimate of
the recoverable amount of the investment. If the recoverable amount
is less than the value of the investment, the investment is
considered to be impaired and is written down to its recoverable
amount. An impairment loss is expensed immediately; if the
impairment is not considered to be a permanent diminution in value,
it may reverse in a future period to the extent it is no longer
considered necessary.
Other financial assets
Classification
The Company classifies its financial assets in the following
measurement categories:
-- those to be measured subsequently at fair value (either
through OCI or through profit or loss); and
-- those to be measured at amortised cost.
The classification depends on the contractual terms of the cash
flows.
Financial assets are derecognised when the rights to receive
cash flows from the financial assets have expired or have been
transferred and the Company has transferred substantially all the
risks and rewards of ownership.
Measurement
At initial recognition, the Company measures a financial asset
at its fair value plus, in the case of a financial asset not at
fair value through profit or loss (FVPL), transaction costs that
are directly attributable to the acquisition of the financial
asset. Transaction costs of financial assets carried at FVPL are
expensed in profit or loss. Financial assets with embedded
derivatives are considered in their entirety when determining
whether their cash flows are solely payment of principal and
interest.
Impairment
The Company assesses, on a forward-looking basis, the expected
credit losses associated with its debt instruments carried at
amortised cost and fair value through other comprehensive income
(FVOCI). The impairment methodology applied depends on whether
there has been a significant increase in credit risk.
Trade, Intercompany and other receivables
The Company assesses on a forward-looking basis the expected
credit loss associated with its receivables carried at amortised
cost. The impairment methodology applied depends on whether there
has been a significant increase in credit risk. For trade
receivables, the Company applies the simplified approach permitted
by IFRS 9, resulting in trade receivables recognised and carried at
original invoice amount less an allowance for any uncollectible
amounts based on expected credit losses.
Cash and cash equivalents
Cash and cash equivalents in the statement of financial position
comprise cash at bank and in hand and short-term deposits with
original maturities of three months or less that are readily
convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value.
Financial liabilities
The Company classifies its financial liabilities into two
categories:
Other financial liabilities
The Company's other financial liabilities include bank loans,
confidential invoice discounting facility, trade and other payables
and accruals. Bank borrowings are initially recognised at fair
value net of any transaction costs directly attributable to the
issue of the instrument. Such interest-bearing liabilities are
subsequently measured at amortised cost using the effective
interest rate method, which ensures that any interest expense over
the period to repayment is at a constant rate on the balance of the
liability carried in the consolidated statement of financial
position. For the purposes of each financial liability, interest
expense includes initial transaction costs and any premium payable
on redemption, as well as any interest or coupon payable while the
liability is outstanding.
Trade payables and other short-term monetary liabilities, which
are initially recognised at fair value and subsequently carried at
amortised cost using the effective interest method.
Fair value through profit and loss
This category only comprises of the element of deferred
consideration on business combinations, which is contingent on the
performance of the acquired businesses. The expected consideration
payable is assessed at each reporting date with the movement in the
expected liability being recorded in the income statement.
Share-based payments
The Company operates equity-settled share-based options plans.
The fair value of the employee services received in exchange for
the participation in the plan is recognised as an expense in the
profit and loss account. The corresponding credit has been
recognised in the profit and loss account reserve.
The fair value of the employee is based on the fair value of the
equity instrument granted. This expense is spread over the vesting
period of the instrument.
1.1 Critical accounting estimates and judgements
Impairment of Fixed Asset Investments
The Company makes certain estimates and assumptions regarding
the future. Estimates and judgements are continually evaluated
based on historical experience and other factors, including
expectations of future events that are believed to be reasonable
under the circumstances. In the future, actual experience may
differ from these estimates and assumptions.
Impairment tests on investments are undertaken annually in
November as part of the Company's budgeting process, except in the
year of acquisition when they are tested at the year-end.
In preparing these financial statements, the key estimates
relate to:
-- The determination of the carrying value of the Company's
investments in its subsidiary undertakings. During the year, the
directors undertook an impairment assessment in line with the
accounting policy. The directors recognised an impairment of
GBP8,802,000 with respect to the Company's investment in the UK
Freight Forwarding business which had been determined by reference
to the recoverable value calculated in determining the impairment
of goodwill, as set out in note 12 to the Group financial
statements. Further details can be found in note 5 to the Company's
financial statements.
2. STAFF COSTS
Compensation consists of 2 executive Directors, 3 non-executive
Directors and 57 other employees (2021: 2 executive Directors, 4
non-executive Directors and 70 other employees).
2022 2021
GBP'000 GBP'000
---------------------------------------------------------- ------- -------
Employee benefit expenses (including directors) comprise:
Salaries 4,158 4,176
Short-term non-monetary benefits 26 27
Share based payments (credit)/charge (108) 108
Social security contributions and similar taxes 553 463
Defined contribution pension cost 71 71
---------------------------------------------------------- ------- -------
Total 4,700 4,845
---------------------------------------------------------- ------- -------
3. INTANGIBLE ASSETS
COST
Licences & Software GBP'000
-------------------- ---------------------------
At 1 January 2022 750
Additions 21
-------------------- ---------------------------
At 31 December 2022 771
-------------------- ---------------------------
AMORTISATION
Licences & Software
GBP'000
-------------------- -------------------
At 1 January 2022 332
Charge for the year 203
-------------------- -------------------
At 31 December 2022 535
-------------------- -------------------
NET BOOK VALUE
Licences & Software GBP'000
-------------------- ---------------------------
At 31 December 2022 236
-------------------- ---------------------------
At 1 January 2022 418
-------------------- ---------------------------
4. PROPERTY, PLANT & EQUIPMENT
Leasehold Fixture & Computer
Improvements Fittings Equipment Total
GBP'000 GBP'000 GBP'000 GBP'000
-------------------- ------------ --------- --------- -------
COST
At 1 January 2022 49 16 420 485
Additions - - 19 19
-------------------- ------------ --------- --------- -------
At 31 December 2022 49 16 439 504
-------------------- ------------ --------- --------- -------
DEPRECIATION
At 1 January 2022 42 14 212 268
Charge for the year 7 2 100 109
-------------------- ------------ --------- --------- -------
At 31 December 2022 49 16 312 377
-------------------- ------------ --------- --------- -------
NET BOOK VALUE
At 31 December 2022 - - 127 127
-------------------- ------------ --------- --------- -------
At 1 January 2022 7 2 208 217
-------------------- ------------ --------- --------- -------
5. FIXED ASSET INVESTMENTS
Subsidiary
Undertakings
GBP'000
-------------------------- ------------
At 1 January 2022 63,668
Additions during the year -
Impairments (8,802)
-------------------------- ------------
At 31 December 2022 54,866
-------------------------- ------------
Impairment
The carrying amount of investments has been reduced to its
recoverable value through recognition of an impairment loss. There
were impairments recognised during the year of GBP8,802,000 (2021:
GBPnil). In addition, there were no impairment reversals in 2022
(2021: GBPnil). The recoverable value was calculated using a value
in use calculation based on the estimates set out in note 12 of the
Group financial statements.
6. TRADE AND OTHER RECEIVABLES
2022 2021
GBP'000 GBP'000
------------------------------------- ------- -------
Current:
Trade receivables 3 20
Amounts owed from group undertakings 7,688 8,153
Contract assets 159 -
Prepayments 100 144
Other receivables 1,304 2,124
------------------------------------- ------- -------
Total trade and other receivables 9,254 10,441
------------------------------------- ------- -------
7. TRADE AND OTHER PAYABLES
2022 2021
GBP'000 GBP'000
----------------------------------- ------- -------
Current:
Trade payables 1,153 1,157
Amounts owed to group undertakings 12,392 24,173
Other taxes and social security 108 308
Accruals and deferred income 1,020 1,354
Total trade and other payables 14,673 26,992
----------------------------------- ------- -------
8. BANK AND OTHER LOANS
2022 2021
GBP'000 GBP'000
------------------------------------------------- ------- -------
Current:
Bank loans 912 -
912 -
------------------------------------------------- ------- -------
Non-current:
Loans - 1-2 years 913 -
Loans - 2-5 years 3,170 -
Loans due after 5 years repayable by instalments - -
------------------------------------------------- ------- -------
4,083 -
------------------------------------------------- ------- -------
During the year the Company received a loan facility from
Investec bank, on which interest is payable at a variable rate of
4.5% above the Bank of England base rate and is repayable by April
2026.
The book value and fair value of loans and borrowings are as
follows:
2022 2021
Non-Current GBP'000 GBP'000
--------------------------- ------- -------
Bank borrowings and others
- Secured 4,083 -
--------------------------- ------- -------
Current
--------------------------- ------- -------
Bank borrowings and others
- Secured 912 -
--------------------------- ------- -------
Total loans and borrowings 4,995 -
--------------------------- ------- -------
Sterling 4,995 -
9. SHARE CAPITAL
See consolidated financial statements note 22 for share capital
section.
10. RESERVES
Share premium is the amount subscribed for share capital in
excess of nominal value.
Equity reserve represents the cost of the share options granted
that have not yet been exercised.
Merger reserve represents the difference between the net asset
value of Delamode Group Holdings Limited and the nominal value of
the shares issued by Xpediator Plc in consideration for the
acquisition of Delamode Group Holdings Limited. In addition, the
premium on the fair value in excess of the nominal value of shares
issued in consideration for business combinations is credited to
the merger reserve.
Retained earnings represents all other net gains and losses and
transactions with owners (e.g. dividends) not recognised
elsewhere.
11. RELATED PARTY TRANSACTIONS
The Company has taken advantage of the disclosure of related
party transactions with wholly owned fellow Group companies.
Related party transactions with key management personnel (including
Directors) are shown in note 26 of the consolidated financial
statements.
12. SHARED-BASED PAYMENTS
Share-based payments arrangements for employees are set out in
the Directors' Report (Remuneration note). Details of the share
options in existence are shown in note 24 of the consolidated
financial statements.
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END
FR DBGDUGXDDGXD
(END) Dow Jones Newswires
May 23, 2023 02:00 ET (06:00 GMT)
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