TIDMXPD
RNS Number : 6974N
Xpediator PLC
26 September 2019
The information contained within this announcement is deemed by
the Group to constitute inside information as stipulated under the
Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the
publication of this announcement via a Regulatory Information
Service ("RIS"), this inside information is now considered to be in
the public domain.
26 September 2019
XPEDIATOR PLC
("Xpediator", the "Company" or the "Group")
CONDENSED INTERIM RESULTS
FOR THE SIX MONTHS TO 30 JUNE 2019
Xpediator Plc (AIM: XPD), a leading provider of freight
management services across the UK and Central and Eastern Europe,
is pleased to announce its unaudited condensed interim results for
the six months ended 30 June 2019.
Financial Highlights
-- Group turnover increased 29.8% to GBP102.4m (H1 2018: GBP78.9m) of which:
o GBP8.1m / 34.5% due to organic growth
o GBP15.4m / 65.5% generated from acquisitions
-- Increased revenue and operating profit generated by all operating divisions:
o Freight Forwarding revenue increased 17.4% to GBP76.7m (H1
2018: GBP65.4m) generating increased operatingprofit of GBP1.4m (H1
2018: GBP1.0m) and operating margin of 1.8% (H1 2018: 1.5%)
o Transport Solutions revenue increased 1.8% to GBP3.1m (H1
2018: GBP3.1m) generating increased operating profit of GBP1.3m (H1
2018: GBP1.2m) and operating margin of 40.6% (H1 2018: 39.0%)
o Logistics and Warehousing increased 115.5% to GBP22.6m (H1
2018: GBP10.5m) generating increased operating profit of GBP1.2m
(H1 2018: GBP0.3m) and operating margin of 5.2% (H1 2018: 3.1%)
-- Adjusted profit before tax of GBP2.0m (H1 2018: GBP2.6m) due
to certain challenges in UK logistics, additional investment in
personnel and IT and higher than expected losses from EshopWeDrop,
albeit offset by improved contribution from all operating
divisions
-- Management actions together with continued positive trading
from core businesses, the Board now expects adjusted profit before
tax for the current year to be not less than GBP5.0m
-- Adjusted earnings per share of 1.25 pence (H1 2018: 1.69 pence)
-- Basic loss per share of 0.04 pence (H1 2018: earnings per share of 1.29 pence)
-- Declared interim dividend of 0.28 pence per share (H1 2018: 0.42 pence)
-- Net cash generated from operations of GBP5.5m (H1 2018: net cash used of GBP0.1m)
-- The Group fundamentally remains asset-light with net cash
(cash less bank loans and overdrafts, but excludingimpact of IFRS
16) of GBP3.8m (31 December 2018: GBP3.2m)
[1] Profit before tax has been adjusted for exceptional items of
aborted fees on InterEuropa (2018 - acquisition of Anglia Group) of
GBP186,000 (H1 2018: GBP91,000) , additional deferred consideration
on Anglia Forwarding Group Limited of GBP304,000 (H1 2018: GBPnil)
and Regional Express Limited of GBP215,000 (H1 2018: GBPnil) ,
non-cash interest on deferred consideration of GBP184,000 (H1 2018:
GBP17,000), GBP676,000 (H1 2018: GBP361,000) amortisation of
acquisition related intangibles, additional interest charge of
GBP198,000 (H1 2018: GBPnil) following the application of IFRS 16
and a GBP26,000 (H1 2018: GBPnil) credit relating to the non-cash
interest charge on the receipt of Income from the vendors of
Benfleet Forwarding Limited.
Operational Highlights
-- Growth in freight management services to in excess of 14,000
customers annually (31 December 2018: 12,000)
-- Particularly strong performance from Pall-Ex Romania now
consistently achieving in excess of 60,000 pallets of freight per
month (31 December 2018: 45,700 pallets)
-- DKV fuel card provided across the Balkans to a database of
approximately 1,900 Eastern European hauliers and over 14,600
trucks (31 December 2018: 14,000)
-- Turnaround of Benfleet Forwarding continues with good progress
-- Actions taken to address challenges in H1 2019:
o UK warehousing in Braintree re-configured for new incoming
customers and to enable higher value fulfillment work over lower
margin storage activities
o Eshopwedrop, our B2C e-commerce business, invested in
increased digital marketing, implemented greater GDPR controls and
continued growing its franchise model in further geographies
o Establishing new structures in Regional Express, including
opening an office in China and Germany and investment in IT
infrastructure, readying the business for new contracts and setting
a platform for growth in 2020
Looking ahead to H2 2019 and beyond
-- Continued investment into IT infrastructure to support the
move towards increased digitilisation of the Group's commercial
activities
-- The Group maintains a healthy pipeline of potential
acquisitions, but the primary focus is on improved integration of
recent acquisitions, cross-selling services and delivering organic
opportunities
-- The Group has invested significantly in preparing for Brexit
and believes a hard Brexit represents an opportunity to make
significant profits from customs processes
Alex Borrelli, Chairman, commented:
"These results demonstrate demand for our services is high both
in the UK and on the continent, we are delivering more services to
more clients and are on track to generate over GBP200 million of
revenues in the current financial year. Xpediator remains a fast
growing, asset light and profitable business; however, in the first
half of this year, we faced challenges in our e-commerce businesses
and in UK logistics which have and will reduce our profitability in
the current year. The Board has assessed the e-commerce opportunity
and based on current expectations of 1 year, 1 to 2 and 2 to 5 year
plans, concluded that it is right to continue to invest in the
e-commerce division in the second half of 2019. In addition,
management have implemented solutions to the problems incurred in
our UK logistics division. Despite the challenges incurred, our
core businesses have performed strongly, generating good revenue
growth and demonstrating the underlying strength of the
business."
Enquiries
Xpediator plc Tel: +44 (0)330 043
2395
Stephen Blyth, Chief Executive Officer Email: info@xpediator.com
Richard Myson, Interim Chief Financial Officer
Cenkos Securities plc (Nominated Advisor & Tel: +44 (0)20 7397
Joint Broker) 8900
Max Hartley, Max Gould (Corporate Finance)
Nick Searle (Sales)
Cantor Fitzgerald Europe (Joint Broker) Tel: +44 (0)20 7894
7000
David Foreman, Michael Boot (Corporate Finance)
Caspar Shand Kydd (Sales)
Novella Communications (Financial Public Relations) Tel: +44 (0)20 3151
7008
Tim Robertson
Fergus Young
About Xpediator:
Xpediator is a well-established international provider of
freight management services. Established in 1988 by CEO Stephen
Blyth today 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 their three main areas: freight forwarding,
logistics & warehousing and transport solutions. With
headquarters in Braintree, Essex and country offices in nine CEE
countries across 31 sites, the Group currently employs over 950
people and was successfully listed on London's AIM market in August
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.
CEO Statement
Introduction
I am pleased to present the Group's financial performance for
the first six months of 2019. Whilst market conditions remain
competitive and despite particular difficulties experienced by our
UK warehousing and e-commerce divisions, demand for the Company's
freight management services has remained robust. Group revenues
increased 29.8% during the period driven from both organic and
acquisition sources and the business is on track to continue this
sales momentum for the current financial year and generate revenue
of more than GBP200 million. However, due to certain one-off events
together with the Board's commitment to continue investing in
EshopWeDrop, IT infrastructure and personnel, we are now
forecasting adjusted profit before tax of not less than GBP5.0
million.
Our strategy remains focused around building a scalable and risk
adjusted platform to support an expanding portfolio of freight
management companies across the UK and Europe with a particular
expertise in Central and Eastern Europe ("CEE"). Accordingly,
during the period, the Company invested significantly in its IT
platforms to support the increased infrastructure of the business,
the requirements of a major new contract and to ensure the security
of the business.
The Board consider this investment in IT infrastructure as well
as in its staff, as necessary to successfully scale the business
and generate increased profitability.
H1 2019 Trading
The Group generated revenue of GBP102.4m during the six months
ended 30 June 2019 (H1 2018: GBP78.9m), adjusted operating profit
of GBP2.4m (H1 2018: GBP2.8m) and reported profit before tax of
GBP0.2m (H1 2018: GBP1.7m).
2 Operating Profit has been adjusted for the exceptional items
of GBP705,000 (H1 2018 : 91,000) and the amortisation charge of
GBP676,000 (H1 2018 : 361,000)
Turnover generated in the UK increased to GBP42.8m (H1 2018:
GBP28.8m) of which GBP15.4m came from acquisitions. CEE/non-UK
turnover increased by 19.0% to GBP59.6m (H1 2018: GBP50.0m), which
was entirely organic. A change in accounting standards, IFRS 15,
resulted in our UK entities recognising GBP3.9m of Import VAT and
duty in H1 2018, which is no longer reflected on the income
statement.
Group overheads including IT (excluding the one-off benefit of
GBP0.8m in 2018 for Benfleet Forwarding Limited), increased GBP1.2m
to GBP2.0m. The Company has strengthened its internal functions,
including the finance department and has a corporate structure that
also includes a Group HR Director. The Board considers this
investment to be fundamental to supporting the Company's future
growth objectives.
The Directors are declaring an interim dividend of 0.28 pence
(H1 2018: 0.42 pence) per share totalling GBP381,000 (H1 2018:
GBP558,000) to be paid on 30 October 2019. This dividend has not
been accrued in the consolidated Statement of Financial
Position.
Operational Review
Freight Forwarding
Revenue H1 2019: GBP76.7m H1 2018: GBP65.4m
Operating profit H1 2019: GBP1.4m H1 2018: GBP1.0m
Freight forwarding services are provided under the Delamode,
Anglia Forwarding and Benfleet Forwarding brands. The division
specialises in moving freight, primarily internationally by road,
rail, air and sea, and continues to be the largest core service of
the Group.
The division has continued to grow in 2019 with revenue in H1
2019 increasing by 17.4%, resulting in operating profit increasing
41.6% to GBP1.4m (H1 2018: GBP1.0m). However, these results also
include an operating loss for the Group's e-commerce division
(EshopWeDrop) of GBP0.3m (H1 2018: profit GBP0.1m). Whilst
e-commerce operates under a separate management structure within
Xpediator, its results are currently included in the Freight
Forwarding division. EshopWeDrop, the Group's B2C e-commerce
business was impacted by a disruption to the distribution chain in
Germany which slowed volumes and increased GDPR related costs.
Digital marketing to support the brand also increased which has
since resulted in activity recovering to previous levels.
As previously reported, Regional Express, also part of the
Company's freight forwarding division was subject to an extensive
investment of resources to secure two potentially valuable and
strategic contracts which the Board are hopeful will generate
meaningful returns in 2020 and beyond.
Growth within Freight Forwarding has been both organic,
principally driven by increased activities in Lithuania and
Romania, but also through acquisition, with a full period of
contribution from Anglia Forwarding of GBP0.3m which was acquired
in July 2018. This acquisition helped to increase revenue and
profitability within the UK operations of the Group, further
supported by a turnaround performance from Benfleet Forwarding
which significantly improved its H1 2019 operating profit to
GBP0.2m (H1 2018: loss GBP0.2m), primarily due to increased full
load activity. The Group also continued to progress the development
of full load activity, which, whilst decreasing gross profit
margins, is both revenue and earnings enhancing.
Transport Solutions (Affinity)
Revenue H1 2019: GBP3.1m H1 2018: GBP3.1m
Operating profit H1 2019: GBP1.3m H1 2018: GBP1.2m
Transport Solutions, trading principally under the Affinity
brand, provides bundled fuel and toll cards, financial and support
services for hauliers in Southern Europe. Affinity is an agent of
DKV, one of the world's largest fuel card providers, and provides
the DKV fuel card across the East and West Balkan region to a
database of approximately 1,900 Eastern European hauliers and over
14,600 trucks. In addition, Affinity provides a "one stop shop" of
transport services including roadside assistance and ferry
bookings.
As well as acting independently, Affinity's commercial model
allows the Group to generate synergies because many of the hauliers
who are customers of Affinity also supply haulage services to Group
companies, a key factor that enables the Group to have a good
understanding of its customers/suppliers, which underpins the Group
strategy to provide further transport solutions.
Affinity generated stable revenues during the period, a slight
reduction in Romanian activity was mitigated by an increase in the
Balkan income during the period. The mix between ferry and DKV fuel
card activity resulted in margins increasing to 40.6% for the
division compared with H1 2018 of 39.0%.
Logistics & Warehousing
Revenue H1 2019: GBP22.5m H1 2018: GBP10.5m
Operating profit H1 2019: GBP1.2m H1 2018: GBP0.3m
The division has continued to see growth in 2019 with revenue in
H1 2019 increasing 115.5% to GBP22.5m, which included the acquired
Import Services Limited ("ISL") business. Like for like revenue
increased 24.9% to GBP2.6m for the period, as a result of increased
trading across all entities within the group. Like for like
operating profit was up GBP0.4m, largely due to increased activity
in Pallex Romania and EMT. Operating profit for H1 2019 increased
GBP0.8m which included the activity on ISL which contributed
GBP0.5m in the period. Despite being up on last year, weaker UK and
Romanian warehouse activity, where the loss of a customer in the UK
and slower than forecast occupancy growth in Romania, reduced
profitability.
In July 2018, Xpediator PLC acquired ISL to add to the Logistics
and Warehousing division. This acquisition provided an additional
41,000 sqm of storage and handling space increasing the Group total
to over 90,000 sqm across the UK and CEE. Shared user storage space
in the UK is now available in the port-centric locations of
Southampton, Braintree in Essex and Beckton in London.
In H1 2019, issues occurred in the Logistics division, which are
being addressed with operational and financial improvements
expected in H2 as efficiencies in the division are achieved.. The
Braintree warehouse is being re-configured to allow for a more
flexible solution to clients and enable us to accommodate new,
higher margin, e-commerce related business.
The Group is the master franchisee of a fast growing pallet
distribution network in Romania which trades under the Pall-Ex
brand. Pall-Ex contributed strongly during this period and is now
moving on average over 60,000 pallets of freight monthly (H1 2018:
45,700 per month), servicing mainly manufacturers, retailers and
importers in Romania and the surrounding region.
Our logistics network continued to develop its offering in 2019
through an increased customer database and greater service
offerings, including e-commerce. In April 2019, the Pall-Ex Romania
Central Hub moved to a new purpose-built cross-dock facility in
Sibiu to accommodate the increased activity and improve transit
times, quality and safety across the network.
Warehousing activity in Romania increased in the first half of
2019 as a result of a customer awareness campaign. This activity
benefited also from the launch of a modern cross-dock warehouse
facility Sibiu in Central Romania.
Brexit
The Freight Forwarding division has been working hard to
navigate the uncertain and changing positions regarding Brexit
during 2019, with investments in both external and internal
resources. A Brexit Committee made up of the senior executives
within the division was established in 2018 and has been meeting
regularly to manage the Brexit Project. The senior management team
believe that the Freight Forwarding division is as prepared for
Brexit as is possible and whilst arguably a distraction for
management during 2019, custom clearance activity is potentially a
significant opportunity for the division.
Outlook
Xpediator is well placed to continue to develop. Our mix of
geographies and freight management services represents a unique
combination and provides our customers with solutions to access
these markets and store their goods. Despite competitive conditions
in the UK, combined with the uncertainties surrounding Brexit, we
are confident in the future demand for our services and are focused
on ensuring we have the right growth disciplines, infrastructure
and personnel in place to support the profitable expansion of the
Group going forward.
Stephen Blyth
CEO
26 September 2019
Financial Review
Revenue
Revenue for the six months to 30 June 2019 was GBP102.4m, up
GBP23.5m/29.8% on the comparable period (H1 2018: GBP78.9m). Of
this revenue increase, GBP8.1m was organic whilst GBP15.4m
originated from acquired businesses.
Revenue increased across all of our main countries of
operations. UK turnover increased 48.6% to GBP42.8m (H1 2018:
GBP28.8m) arising principally from acquired businesses and
represented approximately 41.8% of Group revenues (H1 2018:
36.6%).
Operating profit
Statutory operating profit for the period was GBP1.0m (H1 2018:
GBP2.3m), however GBP0.8m of the profit in H1 2018 related to the
net effect of one-off accounting adjustments in respect of
Benfleet. On an adjusted basis, operating profit contracted 12.4%
in the period to GBP2.4m (H1 2018: GBP2.8m).
Financing costs
The net interest expense for the period was GBP0.8m (H1 2018:
GBP0.2m), of which GBP0.5m related to a change in accounting
standards following the adoption of IFRS 16. In addition, there was
a non-cash interest charge relating to deferred consideration
payable of GBP0.2m, mainly as a result of the acquisition of ISL
and a full 6 month non-cash interest expense on Anglia
Forwarding.
Tax
The tax charge for the period was GBP0.1m (H1 2018: GBP0.2m).
This equates to an effective tax rate of 46.3% (H1 2018:
23.4%).
Adjusted profit before tax
A reconciliation between reported profit before tax and adjusted
profit before tax is shown below:
Unaudited Unaudited Audited
6 months
6 months to to Year to
30 June 30 June 31 December
2019 2018 2018
GBP000 GBP000 GBP000
Profit before tax (as reported) 227 2,161 5,616
-------------------------------------- ---------------- ------------
Exceptional items (See note 11) 705 91 318
Unwind and add back of discount
on deferred consideration 184 17 277
Amortisation of intangibles 676 361 1,033
Discount on deferred consideration (26) - (45)
Additional incurred interest
charge - IFRS 16 (3) 198 - -
-------------------------------------- ---------------- ------------
Total adjustments 1,737 469 1,583
-------------------------------------- ---------------- ------------
Adjusted profit before tax 1,964 2,630 7,199
-------------------------------------- ---------------- ------------
(3) The additional incurred interest charge - IFRS 16 represents
the difference between the cash rental payments and the accounting
charges for depreciation and interest. This is included for
comparability purposes.
Adjusted profit after tax
Unaudited Unaudited Audited
6 months
6 months to to Year to
30 June 30 June 31 December
2019 2018 2018
GBP000 GBP000 GBP000
Profit after tax (as reported) 122 1,655 4,731
-------------------------------------- ---------------- ------------
Total adjustments to profit as
identified above 1,737 469 1,583
Tax impact on :
Amortisation of on intangibles (128) (69) (196)
Additional interest charge -
IFRS 16 (38) - -
-------------------------------------- ---------------- ------------
Total tax impact on adjusted
items (166) (69) (196)
-------------------------------------- ---------------- ------------
Adjusted profit after tax 1,693 2,055 6,118
-------------------------------------- ---------------- ------------
Statement of Financial Position
The Group had net assets of GBP30.1m as at 30 June 2019 (31
December 2018: GBP29.1m).
Non-current liabilities increased by GBP24.3m to GBP32.7m (31
December 2018: GBP8.5m) principally as a result of the requirement
to recognise leases in accordance with IFRS 16, (GBP24.4m). Current
interest-bearing loans and borrowings increased by GBP7.0m to
GBP10.8m (31 December 2018: GBP3.8m) also primarily due to the
adoption of IFRS16, (GBP7.7m).
Property, plant and equipment increased GBP31.9m to GBP34.2m (31
December 2018: GBP2.4m) as a result of the leased assets to the
value of GBP34.2m capitalised as right of use assets in accordance
with IFRS 16 (31 December 2018: GBPnil).
Current trade and other receivables increased GBP4.5m to
GBP64.8m (31 December 2018: GBP60.3m).
The Group's cash position was GBP9.7m as at 30 June 2019 (31
December 2018: GBP9.6m).
Board and Senior Management Changes
Stuart Howard resigned as CFO and a Director of Xpediator PLC on
6 September 2019 to pursue other business interests. Richard Myson
has resumed the role of as CFO an interim basis until a permanent
appointment is made and therefore has not been re-appointed to the
Board of Xpediator PLC.
Charlotte Bennett has been appointed as non-board Group People
Director on 2 September 2019.
Share Capital
On 16 May 2019, the Group 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.
The shares had a market value of GBP0.8m.
Alex Borrelli and Geoff Gillo exercised their share options on
22 May 2019. As a result of exercising these options, the Group
issued 625,000 at an option price of 24 pence per share.
Auditors
Following a competitive tender process, Crowe U.K. LLP has been
appointed as the Group's new auditors for the full financial
year.
Dividends
The directors are declaring an interim dividend of 0.28pence (H1
2018: 0.42 pence) per share totalling GBP381,000 (H1 2018:
GBP558,000). The dividend will be payable to shareholders on the
register on 18 October 2019 with the ex div date being 17 October
2019. The dividend will be paid on 30 October 2019
Stephen Blyth (CEO)
26 September 2019
Consolidated income statement Unaudited Unaudited Audited
6 months
6 months to to Year to
30 June 30 June 31 December
2019 2018 2018
Note GBP000 GBP000 GBP000
------------------- ---------------- ------------
Gross billings 170,990 143,770 312,497
------------------------------------- ----- ------------------- ---------------- ------------
Revenue 1 102,376 78,879 179,174
Cost of sales (77,606) (62,049) (137,490)
Gross profit 24,770 16,830 41,684
Other operating income 440 147 935
Impairment loss on receivables (415) (625) (1,053)
Administrative expenses (23,727) (14,007) (35,390)
Operating profit 1,068 2,345 6,176
EBIT
------------------------------------- ----- ------------------- ---------------- ------------
Exceptional items included in
administrative
expenses above 11 705 91 318
Operating profit before exceptional
items 1,773 2,436 6,494
------------------------------------- ----- ------------------- ----------------
Share of loss of equity accounted
associate (74) - (78)
Finance income 47 14 100
Finance costs (163) (181) (305)
IFRS 16 interest charge (467) - -
Non cash finance costs 11 (184) (17) (277)
Profit before tax 227 2,161 5,616
Income tax (105) (506) (885)
Profit for period 122 1,655 4,731
=================== ================ ============
(Loss)/Profit attributable to:
Owners of the parent (57) 1,523 4,421
Non-controlling interests 179 132 310
------------------- ---------------- ------------
Profit for period 122 1,655 4,731
EPS attributable to the owners
of the parent
Basic (loss)/earnings pence per
share 3 (0.04) 1.29 3.53
Diluted (loss)/earnings pence
per share 3 (0.04) 1.27 3.43
Consolidated Statement of Comprehensive
Income Unaudited Unaudited Audited
6 months to 6 months to Year to
30 June 30 June 31 December
2019 2018 2018
GBP000 GBP000 GBP000
------------- ------------- ------------
Profit for the period 122 1,655 4,731
------------- ------------- ------------
Other comprehensive income
Exchange differences on translation
of foreign operations 25 (32) 199
------------- ------------- ------------
Total comprehensive income for
the period 147 1,623 4,930
============= ============= ============
Total comprehensive (loss)/income
attributable to:
Owners of the parent (36) 1,494 4,612
Non-controlling interests 183 129 318
------- -------- ------
Total comprehensive income for
the period 147 1,623 4,930
======= ======== ======
Unaudited Unaudited Audited
Consolidated statement of 30 June 30 June 31 December
financial position 2019 2018 2018
Note GBP000 GBP000 GBP000
---------- ---------- ------------
Non-current assets
Intangible assets 5 25,465 14,439 24,908
Property, plant and equipment 6 34,248 1,713 2,355
Investments - unlisted 1 1 1
Investments in equity associated
investments 60 57 60
Trade and other receivables 1,155 2,112 1,194
Deferred tax 517 231 225
---------- ---------- ------------
Total non-current assets 61,446 18,553 28,743
Current assets
Inventories 81 42 58
Trade and other receivables 64,848 54,405 60,310
Cash and cash equivalents 9,691 5,988 9,647
Total current assets 74,620 60,435 70,015
Total assets 136,066 78,988 98,758
---------- ---------- ------------
Equity
Share capital 7 6,849 6,008 6,736
Share premium 11,987 5,792 11,868
Equity reserve 25 151 38
Translation reserve 758 521 737
Merger reserve 3,071 (521) 2,323
Retained earnings 6,749 5,054 6,773
---------- ---------- ------------
Total equity 29,439 17,005 28,475
Non-controlling interests 8 695 487 586
Total equity 30,134 17,492 29,061
Non-current liabilities
Deferred consideration 10 2,031 601 2,089
Provisions 1,599 - 1,523
Trade and other payables 106 - -
Interest bearing loans and
borrowings 9 26,894 2,810 2,648
Deferred tax 2,088 1,374 2,204
Total Non-current Liabilities 32,718 4,785 8,464
---------- ---------- ------------
Current liabilities
Overdrafts - 267 -
Trade and other payables 60,146 50,764 56,072
Deferred consideration 10 2,305 1,955 1,409
Interest bearing loans and
borrowings 9 10,763 3,725 3,752
---------- ---------- ------------
Total current liabilities 73,214 56,711 61,233
---------- ---------- ------------
Total liabilities 105,932 61,496 69,697
---------- ---------- ------------
Total equity and liabilities 136,066 78,988 98,758
========== ========== ============
Consolidated statement of
cash flows Unaudited Unaudited Audited
6 months
6 months to to Year to
30 June 30 June 31 December
2019 2018 2018
GBP000 GBP000 GBP000
--------------- --------------- ---------------
Profit before tax before loss
on associate 301 2,161 5,694
Adjustment for:
Loss of equity accounted investment (74) - (78)
Depreciation 3,831 237 712
Amortisation 767 425 1,105
Finance costs 814 198 582
Finance income (47) (14) (100)
Share based payment charge 20 82 109
Impairment of intangible assets - 1,845 1,845
Deferred consideration write
back and vendor income relating
to Benfleet Forwarding Limited - (2,592) (2,592)
Deferred consideration adjustment 519 - -
(Profit)/Loss on disposal of
property, plant and equipment (5) 13 13
--------------- --------------- ---------------
6,126 2,355 7,290
Changes in working capital:
(Increase)/decrease in stock (23) 8 (8)
(Increase)/decrease in trade
and other receivables (4,499) 325 (6,957)
Increase/(decrease) in trade
and other payables 3,850 (2,806) 3,287
Increase in Provisions 76 - 1,523
Net cash generated/(used
in) from operating activities 5,530 (118) 5,135
--------------- --------------- ---------------
Continuing operations
Cash flows from operating
activities
Interest paid (78) (181) (305)
Tax paid (358) (402) (1,097)
--------------- --------------- ---------------
Net cash from operating activities 5,094 (701) 3,733
Cash flows from investing
activities
Purchase of tangible fixed
assets (866) (195) (554)
Acquisition of subsidiary,
net of cash acquired - (1,352) (6,069)
Cash received from sale of
investments - 83 (171)
Proceeds from sale of fixed -
assets 32 -
Purchase of intangible fixed
assets (300) (49) -
Cash paid on deferred consideration
of acquisition - - (315)
Sale of investments - - 83
Interest received 25 14 29
Net outflow from investing
activities (1,109) (1,499) (6,997)
--------------- --------------- ---------------
Cash flows from financing
activities
New loans - 1,029 908
Loan repayments (386) (348) (362)
Issue of ordinary shares
for cash 149 - 6,613
Dividend paid - - (1,323)
Transactions with non-controlling
interests (34) (3) (310)
Non-controlling interest
dividends paid (74) (55) (145)
Repayments on Leases (3,618) - -
Net cash (outflow)/inflow
from financing activities (3,963) 623 5,381
--------------- --------------- ---------------
Consolidated statement of cash
flows Unaudited Unaudited Audited
6 months
6 months to to Year to
30 June 30 June 31 December
2019 2018 2018
GBP000 GBP000 GBP000
------------ ---------- ------------
Increase/(decrease) in cash and
cash equivalents from continuing
operations 22 (1,577) 2,117
Cash and cash equivalents at
beginning of period 9,647 7,340 7,340
Effect of foreign exchange rate
movements 22 (42) 190
------------ ---------- ------------
Cash and cash equivalents at
end of period 9,691 5,721 9,647
============ ========== ============
Consolidated Statement of Changes in Equity
For the six months to 30 June 2019 (unaudited)
Share Share Equity Retained Translation Merger Total Non-controlling Total
Capital Premium Reserve earnings Reserve Reserve interests Equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP000s GBP'000 GBP'000 GBP'000 GBP'000
-------- -------- -------- --------- ----------- -------- -------- --------------- --------
Balance at 1
January 2019 6,736 11,868 38 6,773 737 2,323 28,475 586 29,061
Distribution
to owners - - - - - - - (74) (74)
Share based
consideration
on acquisition 83 - - - - 748 831 - 831
Share options
not yet
exercised - - 20 - - - 20 - 20
Share options
exercised - - (33) 33 - - - - -
Issue of share
capital 30 119 - - - - 149 - 149
-------- -------- -------- --------- ----------- -------- -------- --------------- --------
Total
contributions
by and
distributions
to owners 113 119 (13) 33 - 748 1,000 (74) 926
(Loss)/Profit
for the period - - - (57) - - (57) 179 122
Exchange
differences
on foreign
operations - - - - 21 - 21 4 25
-------- -------- -------- --------- ----------- -------- -------- --------------- --------
Total
comprehensive
(Loss)/income
for the period - - - (57) 21 - (36) 183 147
-------- -------- -------- --------- ----------- -------- -------- --------------- --------
Balance at 30
June 2019 6,849 11,987 25 6,749 758 3,071 29,439 695 30,134
======== ======== ======== ========= =========== ======== ======== =============== ========
For the six months to 30 June 2018 (unaudited)
Share Share Equity Retained Translation Merger Total Non-controlling Total
Capital Premium Reserve earnings Reserve Reserve interests Equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP000s GBP'000 GBP'000 GBP'000 GBP'000
------- -------- -------- -------- ----------- -------- -------- --------------- --------
Balance at
1 January
2018 5,922 5,792 69 3,535 546 (1,509) 14,355 413 14,768
Dividends
paid - - - - - - - (55) (55)
Share options
not yet
exercised - - 82 - - - 82 - 82
Issue of
share capital 86 - - - - 988 1,074 - 1,074
------- -------- -------- -------- ----------- -------- -------- --------------- --------
Total
contribution
and distribution
to owners 86 - 82 - - 988 1,156 (55) 1,101
------- -------- -------- -------- ----------- -------- -------- --------------- --------
Comprehensive
income
Profit for
the period - - - 1,523 - - 1,523 132 1,655
Exchange
differences
on foreign
operations - - - (4) (25) - (29) (3) (32)
Total
comprehensive
income for
the period - - - 1,519 (25) - 1,494 129 1,623
------- -------- -------- -------- ----------- -------- -------- --------------- --------
Balance at
June 2018 6,008 5,792 151 5,054 521 (521) 17,005 487 17,492
======= ======== ======== ======== =========== ======== ======== =============== ========
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD TO 30 JUNE 2019
General information
The financial information included in this condensed interim
statement of results does not constitute statutory accounts as
defined in section 434 of the Companies Act 2006. The unaudited
accounts for the six month period ended 30 June 2019 have been
prepared on a consistent basis and using the same accounting
policies as those adopted in the financial statements for Xpediator
PLC for the year ended 31 December 2018, except as noted below for
new standards adopted. The statutory accounts of Xpediator PLC for
the year ended 31 December 2018 are available on the Xpediator Plc
website, www.xpediator.com. The auditors reported on those
accounts: their report was unqualified and did not draw attention
to any matters by way of emphasis.
Basis of preparation
Xpediator Plc (the 'Company') is a company incorporated in
England. The consolidated condensed interim financial statements of
the Company for the six month period ended 30 June 2019 comprise
the Company and its subsidiaries (together referred to as the
'Group'). The condensed interim financial statements have been
prepared in accordance with IAS 34 Interim Financial Reporting as
adopted by the European Union. They are unaudited but have been
reviewed by the Company's auditor and should be read in conjunction
with the consolidated financial statements of the Group for the
year ended 31 December 2018.
The preparation of the condensed interim financial statements
requires management to make judgements, estimates and assumptions
that affect the application of accounting policies and the reported
amount of assets and liabilities, income and expenses. Actual
results may differ from these estimates.
Merger accounting
On 25 May 2017, Xpediator 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 the 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 and Delamode Group Holdings
Limited and subsidiaries.
Accounting policies
The financial statements have been prepared on the historical
cost basis except for the revaluation of certain financial
instruments that are measured at revalued amounts or fair values at
the end of each reporting period.
Changes in significant accounting policies
The principal accounting policies adopted in the preparation of
the condensed interim financial information are unchanged from
those applied in the company's financial statements for the year
ended 31 December 2018 except for those relating to IFRS 16 Leases,
which is applicable for periods starting on or after 1 January
2019. The accounting policies applied herein are consistent with
those expected to be applied in the financial statements for the
year ended 31 December 2019.
The Group has applied the practical expedient available on
transition to IFRS 16 not to reassess whether a contract is or
contains a lease. Accordingly, the definition of a lease in
accordance with IAS 17 will continue to apply to those leases
entered into before 1 January 2019.
The change of definition of a lease mainly relates to the
concept of control. IFRS 16 distinguishes between leases and
service contract on the basis of whether the use of an identified
asset is controlled by the customer. Control is considered to exist
if the customer has :-
- The right to obtain substantially all of the economic benefits
from the use of an identified asset; and
- The right to direct the use of that asset.
The Group has applied the definition of a lease and related
guidance set out in IFRS 16 to all lease contracts entered into on
or after 1 January 2019. In preparation for the first time
application of IFRS 16, the Group carried out an implementation
project. The project has shown that the new definition in IFRS 16
will not change significantly the scope of the contracts that meet
the definition of a lease for the Group.
Impact on lessee accounting
IFRS 16 has introduced a single, on-balance sheet accounting
model for lessees, eliminating the distinction between operating
and finance leases IFRS 16 has impacted how the Group accounts for
leases under IAS 17. On initial application, the Group has
performed the following :-
- Recognised right of use assets and lease liabilities in the
Consolidated Balance sheet, measured at the present value of future
lease payments, discounted using the rate implicit in the lease or
the lessee's incremental borrowing rate if this is not stated.
These are included within Property, plant and equipment and loans
and borrowings respectively;
- Recognised depreciation of right of use assets and interest on
lease liabilities in the Consolidated Income Statement;
- Separated the total amount of cash paid into a principal
portion (presented within financing activities) and interest
(presented within financing activities) in the Consolidated Cash
Flow Statement.
The incremental borrowing rate is calculated on a lease by lease
basis. The weighted average lessee's borrowing rate applied to the
lease liabilities on 1 January was 3.41%.
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.
The following reconciliation shows the difference between the
operating lease commitments as disclosed in the 2018 Annual Report
(under IAS 17) and the lease liability recognised in the
consolidated statement of financial position on 1 January 2019, the
date of initial application of IFRS 16:
GBP'000
Operating lease commitments disclosed at 31 December 2018
33,623
Short term leases
(289)
Adjustments as a result of different treatment of
extensions/termination options 55
Discounted using weighted average of Group's incremental
borrowing rate (2,465)
Lease liability recognised as at 1 January 2019
30,924
Consolidated Income Statement - Administrative expenses have
decreased by GBP3,816,000 as the Group previously recognised rental
expenses therein. Depreciation and finance costs have increased by
GBP3,349,000 and GBP467,000 respectively as a result of the
requirement to capitalise a right of use asset and depreciate over
the term of the lease.
Total lease expenses will increase in the early years of
implementation of IFRS 16 due to the front-loading effect of
finance charges versus the straight-line rent expense under IAS 17
leases.
Consolidated Statement of Financial Position - At 1 January
2019, the Group calculated the lease commitments outstanding and
applied the appropriate discount rate to calculate the present
value of the lease commitment which are recognised as a liability
and a right of use assets on the Group statement of financial
position. As a result, at the 1(st) January 2019, the Group
recognised both right of use assets of GBP30,924,000 and lease
liabilities of the same amount. At 30(th) June 2019, the Group has
recognised right of use assets of GBP31,885,000 and lease
liabilities of GBP32,083,000.
Accounting for associates
Associates are all entities over which the Group has significant
influence but not control or joint control. This is generally the
case where the group holds between 20% and 50% of the voting
rights. Investment in associates are accounted for using the equity
method of accounting. Under the equity method of accounting, the
investments are initially recognised at cost and adjusted
thereafter to recognise the group's share of the post-acquisition
profits or losses of the investee in profit or loss, and the
group's share of movements in other comprehensive income of the
investee in other comprehensive income. Dividends received or
receivable from associates and joint ventures are recognised as a
reduction in the carrying amount of the investment.
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 30 June 2019, 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. The financial statements have
therefore been prepared on a going concern basis.
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.
1) Turnover analysis by Country & Segment
Unaudited Unaudited Audited
6 months 6 months
to to Year to
30 June 30 June 31 December
2019 2018 2018
GBP000 GBP000 GBP000
----------- ---------- ------------
United Kingdom 42,844 28,839 70,210
Romania 16,077 15,397 31,397
Lithuania 27,035 20,862 47,759
Bulgaria 10,140 8,489 17,553
Other 6,280 5,292 12,255
----------- ---------- ------------
Total Income 102,376 78,879 179,174
----------- ---------- ------------
Unaudited Unaudited Audited
6 months 6 months
to to Year to
30 June 30 June 31 December
2019 2018 2018
GBP000 GBP000 GBP000
----------- --------------------- -------------
Freight Forwarding
United Kingdom 27,821 24,661 47,628
Romania 6,253 6,704 13,151
Lithuania 27,035 20,862 47,759
Bulgaria 10,140 8,489 17,553
Other 5,465 4,645 10,807
----------- --------------------- -------------
Total Income Freight Forwarding 76,714 65,361 136,898
----------- --------------------- -------------
Logistics & Warehousing
United Kingdom 15,023 4,178 22,582
Romania 7,529 6,285 13,344
Total Income Logistics & Warehousing 22,552 10,463 35,926
------- ------- -------
Transport Solutions
Romania 2,295 2,408 4,902
Other 815 647 1,448
------ ------ ------
Total Income Transport Solutions 3,110 3,055 6,350
------ ------ ------
Total Income 102,376 78,879 179,174
-------- -------- --------
2) Segmental Analysis
Types of services from which each reportable segment derives its
revenues
During the period, the Group had three main divisions: Freight
Forwarding, Logistics & Warehousing and Transport Solutions.
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 74.9% of its external revenues contributed in
2019 (H1 2018: 82.9%)
-- Logistics & Warehousing - This division provides
warehousing and domestic distribution and generated 22.1% of the
Group's external revenues in 2019 (H1 2018: 13.2%).
-- Transport Solutions - This division focuses on the reselling
of DKV fuel cards, leasing, ferry crossings and other associated
transport related solutions. This division accounts for 3.0% of the
Group's business in terms of revenue (H1 2018: 3.9%)
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 CEOs, the Chief Executive
Officer and the Chief Financial Officer.
No single customer accounted for more than 10% of the Group's
total revenue.
Measurement of operating segment profit or loss, assets and
liabilities
The Group evaluates segmental performance on the basis of profit
or loss from operations calculated in accordance with IFRS.
Inter-segment sales are priced at market rates and on an arm's
length basis, along the same lines as sales to external customers.
This policy was applied consistently throughout the current and
prior period.
Segmental Analysis Freight Logistics Transport Unallocated Total
for the period to 30 Forwarding & Warehousing Solutions
June 2019
2019 2019 2019 2019 2019
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------ --------------- ----------- ------------ ---------
Gross billings 76,714 22,921 71,355 - 170,990
Less recoverable disbursements - - (68,245) (68,245)
Total revenue 76,714 22,921 3,110 - 102,745
Inter-segmental revenue - (369) - - (369)
------------ --------------- ----------- ------------ ---------
Total revenue from
external customers 76,714 22,552 3,110 - 102,376
Depreciation & amortisation
(excluding IFRS 16
depreciation) (433) (779) (21) (16) (1,249)
Segment Profit (excluding
exceptional items) 1,396 1,163 1,262 (2,048) 1,773
Share of equity based
associate (74)
Net finance costs (767)
Exceptional items (705)
---------
Profit before income
tax 227
=========
Segmental Analysis Freight Logistics Transport Unallocated Total
for the period to 30 Forwarding & Warehousing Solutions
June 2018
2018 2018 2018 2018 2018
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------ --------------- ----------- ------------ ---------
Gross billings 65,361 10,722 67,687 - 143,770
Less recoverable disbursements - - (64,632) - (64,632)
Total revenue 65,361 10,722 3,055 - 79,138
Inter-segmental revenue - (259) - - (259)
------------ --------------- ----------- ------------ ---------
Total revenue from
external customers 65,361 10,463 3,055 - 78,879
Depreciation & amortisation (423) (177) (23) (39) (662)
Segment Profit (excluding
exceptional items) 986 320 1,192 (62) 2,436
Net finance costs (184)
Exceptional items (91)
---------
Profit before income
tax 2,161
=========
Segmental Analysis Freight Logistics Transport Unallocated Total
for the year to 31 Forwarding & Warehousing Solutions
December 2018
2018 2018 2018 2018 2018
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------ --------------- ----------- ------------ ----------
Gross billings 136,898 36,514 139,085 - 312,497
Less recoverable disbursements - - (132,735) - (132,735)
Total revenue 136,898 36,514 6,360 - 179,762
Inter-segmental revenue - (588) - - (588)
------------ --------------- ----------- ------------ ----------
Total revenue from
external customers 136,898 35,926 6,350 - 179,174
Depreciation & amortisation (714) (1,023) (47) (33) (1,817)
Segment Profit (excluding
exceptional items) 2,971 3,011 2,291 (1,779) 6,494
Share of loss of equity
accounted associate (78)
Net finance costs (482)
Exceptional items (318)
----------
Profit before income
tax 5,616
==========
3) Earnings per share
Unaudited Unaudited
6 months
6 months to to Year to
30 June 30 June 31 December
2019 2018 2018
GBP0004 GBP000 GBP000
------------- ---------- ------------
Weighted average number of shares
- basic 134,282 117,651 125,167
Weighted average number of shares
- diluted 135,584 119,637 128,769
(Loss)/Profit for the period
attributable to equity holders
of the company (57) 1,523 4,421
Profit for the period attributable
to equity holders of the company
excluding exceptional, non trading
and certain one-off items (see
note 11) 1,680 1,992 6,004
Earnings per share - basic (pence) (0.04) 1.29 3.53
Earnings per share - diluted
(pence) (0.04) 1.27 3.43
Earnings per share - basic (pence)
(excluding exceptional items)* 1.25 1.69 4.80
Earnings per share - diluted
(pence) (excluding exceptional
items)* 1.24 1.67 4.66
*Earnings per share adjusted for exceptional, non-trading and certain
one-off costs (see note 11)
(4) All numbers presented as GBP000's except number of shares (presented
as actual thousands) and Earnings per share (presented as pence)
4) Dividends
The directors are declaring an interim dividend of 0.28pence (H1
2018: 0.42 pence) per share totalling GBP381,000 (H1 2018: GBP558,000).
The dividend will be payable to shareholders on the register on
18 October 2019 with the ex div date being 17 October 2019. The
dividend will be paid on 30 October 2019.
For the period from 1 January Customer Technology
2019 to 30 June 2019 (unaudited) related Licences Goodwill Related Total
Cost GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------- --------- --------- ------------- --------
At 1 January 2019 12,057 2,871 13,176 510 28,614
Additions - 300 - - 300
Fair value adjustments - - 990 - 990
Disposals - (1) - - (1)
Exchange differences - 14 - - 14
--------- --------- --------- ------------- --------
At 30 June 2019 12,057 3,184 14,166 510 29,917
Amortisation/Impairment
At 1 January 2019 1,315 498 1,845 48 3,706
Amortisation for the period 627 91 - 49 767
Eliminated on disposal - (1) - - (1)
Exchange differences - (20) - - (20)
--------- --------- --------- ------------- --------
At 30 June 2019 1,942 568 1,845 97 4,452
Net Book Value at 30 June 2019 10,115 2,616 12,321 413 25,465
========= ========= ========= ============= ========
5) Intangible Asset
For the period from 1 January 2018 Customer
to 30 June 2018 (unaudited) related Licences Goodwill Total
Cost GBP'000 GBP'000 GBP'000 GBP'000
--------- --------- --------- --------
At 1 January 2018 5,689 2,675 7,551 15,915
Additions - 49 - 49
Acquired through business combinations 938 - 531 1,469
Transfer between categories (19) 19 - -
Exchange differences - 25 - 25
--------- --------- --------- --------
At 30 June 2018 6,608 2,768 8,082 17,458
Amortisation/Impairment
At 1 January 2018 330 417 - 747
Amortisation for the period 361 64 - 425
Impairment - - 1,845 1,845
Exchange differences - 2 - 2
--------- --------- --------- --------
At 30 June 2018 691 483 1,845 3,019
Net Book Value at 30 June 2018 5,917 2,285 6,237 14,439
========= ========= ========= ========
For the period from 1 January Customer Technology
2018 to 31(st) December 2018 (audited) related Licences Goodwill Related Total
Cost GBP'000 GBP'000 GBP'000 GBP'000
At 1 January 2018 5,689 2,675 7,551 - 15,915
Additions - 171 - - 171
Disposals - (7) - - (7)
Acquired through business combinations 6,387 - 5,625 510 12,522
Transfer between categories (19) 19 - - -
Exchange differences - 13 - - 13
--------- --------- --------- ----------- --------
At 31 December 2018 12,057 2,871 13,176 510 28,614
Amortisation/Impairment
At 1 January 2018 330 417 - - 747
Amortisation for the period 985 72 - 48 1,105
Disposals - (7) - - (7)
Impairments - - 1,845 - 1,845
Exchange differences - 16 - - 16
--------- --------- --------- ----------- --------
At 31 December 2018 1,315 498 1,845 48 3,706
--------- --------- --------- ----------- --------
Net Book Value at 31 December
2018 10,742 2,373 11,331 462 24,908
========= ========= ========= =========== ========
The goodwill included in the above note, relates to the
acquisitions of Pallet Express Srl in January 2016, Easy Managed
Transport in March 2017, Benfleet Forwarding Limited in October
2017, Regional Express Limited in November 2017, Anglia Forwarding
Group Limited in June 2018 and Import Services Limited in July
2018. This is the total value of intangible assets with an
indefinite useful life allocated to each respective cash generating
unit.
The Directors have reviewed the fair value of the goodwill and
deferred consideration relating to the acquisition of Import
Services Limited in line with IFRS 3 Business Combinations,
paragraph 45. Based on the interpretation of the standard, the
Directors believe that there is new information available relating
to the assumptions used to calculate the consideration payable. As
a result of the new information, the Directors have increased the
value of Goodwill and Consideration Payable to the vendors of
Import Services Limited by GBP990,000.
The Group is required to test, on an annual basis, whether
goodwill has suffered any impairment. 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. As part of the Interim review, the Group
has compared the actual performance for the first six months of
2019 versus the assumptions that were made during the 2018
impairment review. Based on this review, the Group has concluded
that there are no expected impairments.
6) Property, plant and equipment
Fixtures,
For the period from 1 January Freehold fittings Computer
2019 to 30 June 2019 (unaudited) Property and equipment Motor Equipment Equipment Total
GBP000 GBP000 GBP000 GBP000 GBP000
---------- --------------- ---------------- ------------ -------
Cost
At 1 January 2019 204 1,895 895 1,919 4,913
Additions 6 477 97 286 866
Additions due to IFRS 16 34,180 318 424 39 34,961
Disposals - (27) (33) (28) (88)
Exchange differences (2) (53) (8) (9) (72)
---------- --------------- ---------------- ------------ -------
At 30 June 2019 34,388 2,610 1,375 2,207 40,580
---------- --------------- ---------------- ------------ -------
Depreciation
At 1 January 2019 22 771 567 1,198 2,558
Charge for the period 16 222 57 187 482
Charge for the period -
IFRS 16 3,223 45 75 6 3,349
Eliminated on disposal - (21) (32) (8) (61)
Exchange differences - 49 8 (53) 4
---------- --------------- ---------------- ------------ -------
At 30 June 2019 3,261 1,066 675 1,330 6,332
Net book value 30 June 2019 31,127 1,544 700 877 34,248
========== =============== ================ ============ =======
Fixtures,
For the period from 1 January Freehold fittings Computer
2018 to 30 June 2018 (unaudited) Property and equipment Motor Equipment Equipment Total
GBP000 GBP000 GBP000 GBP000 GBP000
---------- --------------- ---------------- ------------ -------
Cost
At 1 January 2018 142 972 840 1,593 3,547
Additions - 93 32 70 195
Additions acquired with
subsidiary 61 111 5 - 177
Disposals - (5) (47) (27) (79)
Exchange differences (1) (5) (4) (3) (13)
---------- --------------- ---------------- ------------ -------
At 30 June 2018 202 1,166 826 1,633 3,827
---------- --------------- ---------------- ------------ -------
Depreciation
At 1 January 2018 3 628 499 817 1,947
Charge for the period 2 76 50 109 237
Transfers between categories - (131) - 131 -
Eliminated on disposal - (1) (45) (18) (64)
Exchange differences - (2) (2) (2) (6)
---------- --------------- ---------------- ------------ -------
At 30 June 2018 5 570 502 1,037 2,114
Net book value 30 June 2018 197 596 324 596 1,713
========== =============== ================ ============ =======
For the period from 1 January Fixtures,
2018 to 31 December 2018 Freehold fittings Computer
(audited) Property and equipment Motor Equipment Equipment Total
GBP000 GBP000 GBP000 GBP000 GBP000
---------- --------------- ---------------- ------------ -------
Cost
At 1 January 2018 142 972 840 1,593 3,547
Additions - 232 79 243 554
Addition with subsidiary 61 708 43 103 915
Disposals - (24) (72) (28) (124)
Exchange differences 1 7 5 8 21
At 31 December 2018 204 1,895 895 1,919 4,913
---------- --------------- ---------------- ------------ -------
Depreciation
At 1 January 2018 3 628 499 817 1,947
Charge for the period 19 156 131 406 712
Eliminated on disposal - (15) (66) (30) (111)
Exchange differences - 2 3 5 10
---------- --------------- ---------------- ------------ -------
At 31 December 2018 22 771 567 1,198 2,558
---------- --------------- ---------------- ------------ -------
Net book value
---------- --------------- ---------------- ------------ -------
At 31 December 2018 182 1,124 328 721 2,355
========== =============== ================ ============ =======
7) Share Capital
Unaudited Unaudited
Audited 31
30 June 30 June December
2019 2018 2018
GBP000 GBP000 GBP000
---------- ---------- -----------
Allotted, issued and fully paid
Ordinary shares of GBP0.05p each 135,994 119,158 133,714
Ordinary shares of GBP0.05p each 6,799 5,958 6,686
Deferred Shares of GBP1 each 50 50 50
Total Share Capital 6,849 6,008 6,736
The deferred shares are non-voting shares and have no rights to
any distribution or dividend payments.
8) Non-Controlling Interests
Non-Controlling interests held in the group are as follows:
Unaudited Unaudited Audited 30 June 30 June 31 December
2019 2018 2018
Delamode Baltics UAB 20.0% 20.0% 20.0%
Delamode Estonia OÜ 20.0% 20.0% 20.0%
Delamode Bulgaria EOOD 10.0% 10.0% 10.0%
Delamode Service Financare IFN 0.05% 0.05% 0.05%
Delamode Distribution UK Limited 49.0% 49.0% 49.0%
.
9) Loans Unaudited Unaudited Audited
30 June 30 June 31 December
2019 2018 2018
GBP000 GBP000 GBP000
---------- ---------- ------------
Current;
Leases 7,652 71 102
Other Loans 3,111 3,654 3,650
---------- ---------- ------------
10,763 3,725 3,752
Non - Current;
Leases 1-2 Years 6,613 53 56
Leases 2-5 Years 14,530 38 27
Leases due after five years 3,288 - -
Other Loans;
Loans 1- 2 years 355 310 315
Loans 2- 5 years 1,053 1,029 1,053
Loans due after five years repayable
by instalments 1,055 1,380 1,197
---------- ---------- ------------
26,894 2,810 2,648
Bank loans and overdrafts are secured by a fixed and floating
charge over the Group's assets.
10) Deferred Consideration
The Directors have reviewed the fair value of the goodwill and
deferred consideration relating to the acquisition of Import
Services Limited in line with IFRS 3 Business Combinations,
paragraph 45. Based on the interpretation of the standard, the
Directors believe that there is new information available relating
to the assumptions used to calculate the consideration payable. As
a result of the new information, the Directors have increased the
value of Goodwill and Consideration Payable to the vendors of
Import Services Limited by GBP990,000.
11) Exceptional Costs
The Group incurred non-recurring costs totalling GBP705,000
comprising of GBP186,000 relating to the aborted acquisition of
Intereuropa DD, GBP304,000 relating to additional deferred
consideration on Anglia Forwarding Group Limited and GBP215,000
relating to additional deferred consideration due on the Regional
Express acquisition.
Adjusted earnings per share has been calculated as follows:-
Unaudited
Unaudited 6 6 months Audited
months to to Year to
30 June 30 June 31 December
2019 2018 2018
GBP000 GBP000 GBP000
------------ ---------- ------------
(Loss) / Profit for the period
attributable to the owners of
the parent (57) 1,523 4,421
Exceptional costs 705 91 318
Amortisation relating to acquisitions 676 361 1,033
Non-cash interest 184 17 277
Discount on deferred consideration (26) - (45)
Additional IFRS 16 interest charge 198 - -
------------ ---------- ------------
Adjusted Profit for the period 1,680 1,992 6,004
------------ ---------- ------------
INDEPENDENT REVIEW REPORT TO XPEDIATOR PLC
Introduction
We have been engaged by the company to review the condensed set
of financial statements in the half-yearly financial report for the
six months ended 30 June 2019 which comprises the consolidated
income statement, the consolidated statement of comprehensive
income, the consolidated statement of financial position, the
consolidated statement of cash flows, the consolidated statement of
changes in equity and the related notes.
We have read the other information contained in the half-yearly
financial report and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the condensed set of financial statements.
Directors' responsibilities
The condensed interim report, including the financial
information contained therein, is the responsibility of and has
been approved by the directors. The directors are responsible for
preparing the condensed interim report in accordance with the rules
of the London Stock Exchange for companies trading securities on
AIM which require that the half-yearly report be presented and
prepared in a form consistent with that which will be adopted in
the company's annual accounts having regard to the accounting
standards applicable to such annual accounts.
Our responsibility
Our responsibility is to express to the company a conclusion on
the condensed set of financial statements in the half-yearly
financial report based on our review.
Our report has been prepared in accordance with the terms of our
engagement to assist the company in meeting the requirements of the
rules of the London Stock Exchange for companies trading securities
on AIM and for no other purpose. No person is entitled to rely on
this report unless such a person is a person entitled to rely upon
this report by virtue of and for the purpose of our terms of
engagement or has been expressly authorised to do so by our prior
written consent. Save as above, we do not accept responsibility for
this report to any other person or for any other purpose and we
hereby expressly disclaim any and all such liability.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK) 2410, "Review of Interim
Financial Information Performed by the Independent Auditor of the
Entity", issued by the Financial Reporting Council for use in the
United Kingdom. A review of the condensed interim financial
information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying
analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with
International Standards on Auditing (UK) and consequently does not
enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six months ended 30
June 2019 is not prepared, in all material respects, in accordance
with the rules of the London Stock Exchange for companies trading
securities on AIM.
Crowe U.K. LLP
Statutory Auditors
London
United Kingdom
26 September 2019
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IR EAKNSALPNEFF
(END) Dow Jones Newswires
September 26, 2019 02:00 ET (06:00 GMT)
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