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.

 

XPEDIATOR PLC

("Xpediator" or "the Company" or "the Group")

 

INTERIM RESULTS

FOR THE SIX MONTHS TO 30 JUNE 2017

 

 

Xpediator Plc (AIM: XPD) a leading provider of freight management services across the UK and Europe, is pleased to announce its unaudited interim results for the six months ended 30 June 2017.

 

Significant uplift in revenue and profits for H1 2017

·     56% increase in revenue to £49.1 million (H1 2016: £31.5 million) driven by organic growth across all activities, contribution from EMT and increased focus by the Freight Forwarding division on full load deliveries

·     24% increase in adjusted operating profit to £1.3 million (H1 2016: £1.1 million)*

·     Profit after tax increased to £0.53 million (H1 2016: £0.16 million)

·     Adjusted earnings per share increased to 0.90p (H1 2016: 0.46p)*

·     Interim dividend of 0.347p per share totalling £350k

 

* Adjustment for one-off costs incurred, being Group restructuring and IPO costs totalling £331,000 for the six month period to June 2017 and £458,000 for the same period in 2016. The 2016 full year figures include a cost of £654,000 relating to these non-trading expenses.

Good growth across all three divisions

 

Freight Forwarding

·     Reflecting the switch to full load focus, revenues from Freight Forwarding increased by 55%

·     Marked organic growth in trading across the Balkan regions

·     B2C e-commerce brand EshopWedrop developing well, set for further expansion via franchise

 

Transport Services

·     Generated from the core DKV fuel card product, revenues from this division increased by 39%

·     Growth was driven by increased demand for fuel cards, particularly under the Affinity Lite offering

 

Logistics & Warehousing

·     Strong performance from Pall-Ex and EMT helped increase revenues by 64%

·     Strong volumes from Pall-Ex Romania achieving in excess of 40,000 pallets of freight per month and next Pall-Ex franchise expected to commence in Q4

·     Opened 10^th Romanian warehouse facility in Bucharest in April,

·     Successful integration of EMT, acquired in March 2017, has enabled the transfer of all international fashion transport to be consolidated into EMT's Beckton facility and an increase Group capacity

 

Positive outlook for 2017 H2 and beyond

·     Trading has continued positively in the second half

·     Negotiations and due diligence with principal acquisition targets progressing well

 

Alex Borrelli, Chairman, commented:

 

"We are pleased to have successfully raised a net £4 million pursuant to the Group's AIM listing in August and we welcome our new shareholders.  The business is progressing well, like-for-like revenues have increased substantially and all divisions continue to prosper with strong organic growth.

 

"We have a strategy to grow through developing our existing core activities and by acquisition of complementary businesses  that also potentially add new geographic territories, enhance our current base of customers and/or add new services.  We are in advanced discussions with certain target companies, as noted in the Company's Admission Document, which if acquired should provide synergies and cross-selling opportunities as well as being earnings enhancing.

 

"Following the positive start to the year, the Board is pleased to announce its interim dividend in line with our progressive dividend policy and we remain confident in the outlook for our full year results for 2017."

 

Enquiries

 

Xpediator Plc	+44 (0) 330 043 2395
Stephen Blyth, Chief Executive Officer
SP Angel Corporate Finance LLP (Nomad and Joint Broker)	+44 (0) 20 3470 0470
Jeff Keating Caroline Rowe
Cantor Fitzgerald Europe (Joint Broker)	+44 (0) 20 7894 7000
David Foreman, Callum Butterfield (Corporate Finance) Mark Westcott, Alex Pollen (Sales)
Novella	+44 (0) 20 3151 7008
Tim Robertson
Toby Andrews

 

For more information visit: www.xpediator.com

 

 

 

 

 

XPEDIATOR PLC

INTERIM RESULTS FOR THE SIX MONTHS TO 30 JUNE 2017

 

CEO Statement

 

Introduction

I am pleased to present Xpediator's maiden results as a public company for the six months to 30 June 2017.  We have made good progress in the first half of the year with all our key divisions showing positive revenue and profit growth.

Xpediator is an integrated freight management business operating in the supply chain logistics and fulfilment sector across the UK and Europe with a particular focus on, and expertise in, Central and Eastern European ("CEE") countries.

The Group has three main business areas: Freight Forwarding; Transport Services; and Logistics & Warehousing. The Group employs over 600 people, with operational headquarters in Braintree, Essex, and country offices in Bulgaria, Lithuania, Estonia, Macedonia, Montenegro, Moldova, Romania and Serbia operating across a total of 22 sites. This network of offices provides regular and direct services linking Eastern Europe, the Balkans and the Baltics with Western Europe, together with logistics and warehousing capabilities in the UK and Romania.

On 11 August 2017, the Company successfully listed on AIM raising net placing proceeds of £4 million to support the Group's organic and acquisition led growth strategies.

Financial Review

The Group generated revenues of £49.1m during the six months ended 30 June 2017 (H1 2016: £31.5m), adjusted operating profit of £1.34m (H1 2016: £1.08m) and unadjusted profit after tax of £0.53 million (H1 2016: £0.16 million). This represents an increase of 24% in operating profit before exceptional items and an increase in turnover of 56% when compared to 2016.

 

EPS has increased to 0.50 pence from a loss of 0.12 pence and adjusted EPS before exceptional items in the period has increased to 0.90p (H1 2016: 0.46p). Adjustment was made for non-recurring Group restructuring and IPO costs totalling £331,000 for the six months ended 30 June 2017 and £458,000 for the same period in 2016.

 

The Group's overheads increased during the period, principally due to costs associated with the AIM listing.

The finance function has been expanded, including the appointment of a Group Financial Controller in the UK and the creation of internal audit and M&A resource.  Other Plc related costs, such as non-executive director fees are also now being incurred. This will see the overhead costs increase slightly in the second half of the year to reflect the full six month period of these costs.

The successful listing of the business is expected to enable the completion of two M&A targets, which the Board believes will significantly increase the activity of the Group and substantially enhance the earnings per share.

 

Reflecting confidence in the future, the Board has announced the payment of an interim dividend of 0.347p per share. The dividend will be payable to shareholders on the register on 6 October 2017 with the ex div date being 5 October 2017 and the dividend being paid on 27 October 2017.

 

 

 

Operational Review

 

Freight Forwarding                         Revenue H1 2017: £39.1m                             H1 2016: £25.2m

                                                             Operating profit H1 2017: £0.7m                H1 2016: £0.6m

Freight forwarding services, are provided under the Delamode brand. The division specialises in connecting CEE countries and the UK. In the period under review, the freight forwarding division increased revenues by 55%.

This strong trading performance has been driven primarily by an increased focus on full load movements. Whilst forwarding is a competitive market, Delamode has been operating successfully for more than 30 years and benefits from operating an asset light, broking model and taking advantage of its proprietary database of 3,000+ hauliers to buy in resources at the best possible price to service each contract and thereby maintain or improve upon our target returns.

The Group's e-commerce brand, EshopWedrop is progressing in line with management expectations. Management is actively seeking franchisees who are courier companies with the ability to provide final mile delivery and the marketing required to develop our ecommerce operations. Once we have established a more comprehensive franchise network across our main markets, we believe EshopWedrop will represent a compelling offer to major retailers.

After five years of investment and organic growth of the Group's Serbia operations, this business unit has performed exceptionally well during the period and is trading significantly ahead of budget for 2017. Given current and expected further growth of this unit, the Group will continue investing in Serbia as well as neighbouring countries to accelerate this growth and capitalise on its early mover advantage.

 

Transport Services                           Revenue H1 2017: £2.2m                               H1 2016: £1.6m

                                                                Operating profit H1 2017: £1.1m                H1 2016: £0.8m

Transport services, trading under the Affinity brand, provide bundled fuel and toll cards, financial and support services for hauliers in southern Europe.  Affinity is an agent of DKV in Romania, one of the world's largest fuel card providers and provides the DKV fuel card across the Balkans to a database of approximately 1,500 Eastern European hauliers and 11,500 trucks. 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/suppliers, which underpins the strategy to provide further financial services such as insurance and leasing.

Affinity generated record revenues during the period, increasing 39% to £2.2 million.  The majority of this growth was from increased provision of fuel cards, particularly under our Affinity Lite offering. 

 

Logistics & Warehousing                              Revenue H1 2017: £7.7m                               H1 2016: £4.7m

                                                                           Operating profit H1 2017: £0.2m                H1 2016: £0.0m

Logistics and Warehousing comprises:

·     distribution hubs in the UK and southern Europe providing over 39,000 sqm of shared user space;

·     pallet distribution services, the Group is the master franchisee of a fast growing pallet distribution network in Romania which trades under the Pall-Ex brand; and

·     the recently acquired EMT business which is based in London and specialises in fashion logistics.

Pall-Ex contributed strongly during this period and is now moving over 40,000 pallets of freight every month. Post period end, the Group won the franchises to operate in Hungary and Moldova and expects to commence trading as Pall-Ex Hungary in Q4 this year and Moldova in the second quarter of 2018.

Our logistics network on the continent is centred around Romania where it can interlink with Pall-Ex. In April 2017, we opened our 10^th warehouse in Bucharest, a state of the art facility with cross dock capability for Pall-Ex and significant storage for logistics customers. 

Warehousing activity in the first half of the year was respectable in the UK given a challenging market place but improved second quarter results enabled the division to generate a small profit. Following the acquisition of EMT in March 2017, the textile part of Delamode warehousing has now been integrated to EMT's warehouse in Beckton. This has released capacity in Delamode's Braintree site to accommodate current client growth. We are confident in the growth prospects for this division over the next two years as we look to expand the UK warehousing operations through fulfilment, e-commerce activity and further building out of our retail and fashion services.

Outlook

 

We operate in a growing sector driven by economic growth especially across the CEE region and wider global trends such as e-commerce which is increasing the frequency of goods to be delivered. These trends are enhancing our organic growth strategies across all our divisions which are yielding positive results and we are confident these will continue in the second half of 2017 and beyond.   

We also look forward to reporting on further progress on our M&A strategy, noting that current discussions and due diligence are progressing well in respect of target businesses (as previously outlined in Xpediator's admission document).

 

Stephen Blyth

CEO

22 September 2017

 

 

 

 

XPEDIATOR PLC

INTERIM RESULTS FOR THE SIX MONTHS TO 30 JUNE 2017

 

Financial Update

The six month period to 30 June 2017 was an exciting time for the Group, during which it successfully prepared for its admission to AIM.

Restructure

As part of this preparation, the Group restructured its share capital and performed a share swap, which resulted in the ultimate beneficiaries of Delamode Group Holding Limited swapping their shares for shares in Xpediator Plc.

As part of this process Xpediator Plc issued 4,000,000 ordinary shares of £1.00 each to the shareholders of Delamode Group Holdings Limited in the same proportion as their shareholding in Delamode Group Holdings Limited on 25 May 2017. The merger method of accounting has been used to consolidate the results of Xpediator Plc and Delamode Group Holdings Limited and subsidiaries. Therefore the comparatives used within the consolidated interim financial statements are those of Delamode Group Holdings Limited. In the current period however, the results are those of the Group including Xpediator Plc.

Revenue

The underlying revenue for the six months to 30 June 2017 was £49.1 million, an increase of 56% on the comparable period (2016: £31.5 million).

Turnover increased across all of our main countries of operations.  UK turnover increased by 46% to £11.5 million, representing approximately 24% (H1 2016: 25%) of Group revenues.  This was principally due to the inclusion of Easy Managed Transport Limited ("EMT") following its acquisition on 10 March 2017.  Romania, Lithuania and Bulgaria each grew revenues from between 24% and 109%, much of this growth due to the successful and ongoing focus and development of the full load activity in the Baltic and East Balkan regions.

Operating profit

The reported operating profit for the period was £1,007,000, (H1 2016: £619,000), an increase of over 63% year on year which is in line with management expectations. The operating margin for the period was 2.1% slightly up on the same period last year (H1 2016: 2.0%).

The adjusted operating profit for the period, excluding the costs associated with the listing, returned a result of £1,338,000, (H1 2016: £1,077,000) up on 2016 by 24%. This generated an operating margin of 2.7% for the period, down on the 2016 levels of 3.4%.  The increase in the full load activity, which yields a lower margin reflecting the required levels of risk and resources, has reduced the operating margins.

 

The growth of the business has led to a significant number of deliveries over the period end. Revenue is recognised on final delivery, resulting in deferred revenue of £926,000 (H1 2016: 535,000) and deferred operating profit of £116,000 (H1 2016: £65,100), which will be recognised in the second half of 2017. Such deferrals will be significantly smaller at the year-end date due to the reduced volume of trade occurring in the last week of the calendar year.

The ongoing volatility of the Sterling currency has resulted in a negative impact on the results of the Group with both Delamode Plc and Affinity Transport Solutions incurring significant currency losses in the period to 30 June 2017 of £148,000 (H1 2016: £197,000).

The Group is currently enhancing its treasury function to reduce the ongoing risks of currency losses.

Financing costs

The trading net interest expense for the six month period was £208,000, (H1 2016:  £111,000). The reported net interest expense totalled £296,000, which included a charge of £86,000 relating to the "unwinding" of the difference between the expected present value of the deferred consideration and the expected future value relating to the acquisition of EMT. This is a non-cash interest charge and is non-trading related.

During the period the Group entered into a short term loan of £2.5 million to assist with financing the acquisition of EMT and this loan has been fully repaid post the balance sheet date.

Tax

The tax charge for the period to June 2017 was, £182,000 compared to £280,000 for the same period in 2016. This equates to an effective tax rate of 26% compared to 55% for the period to 30 June 2016.

The effective rate is significantly impacted due to the exceptional costs arising from the restructuring in 2016 and the listing costs and non-cash finance charge in 2017. Excluding these items, the Group had an effective tax rate of 16% during the period, (H1 2016: 29%).

Balance Sheet

The Group had net assets of £3.86 million as at 30 June 2017, (31 December 2016 £3.56 million)

The Group's cash position has increased to £6.9 million as at 30 June 2017 (31 December 2016: £5.4 million). However, net current assets were negative £0.9 million as at 30 June 2017 (31 December 2016: positive £3.4 million).  This reduction however was principally due to the timing of the acquisition of EMT, which was part funded by bank borrowing £2.5 million. Accordingly, Group total borrowings increased to £8.7 million as at 30 June 2017 (31 December 2016 £5.4 million).

This £2.5 million loan has since been repaid after the period end. In addition, part of the deferred consideration relating to the acquisition of EMT of £1.3 million, is included in current liabilities.

Dividends

The directors are declaring an interim dividend of 0.347 pence (H1 2016: nil) per share totalling £350,000 (H1 2016: £nil) to be paid in October 2017. This dividend has not been accrued in the consolidated Statement of Financial Position.

 

Acquisitions

On 10 March 2017, the Group acquired 100% of the issued share capital of EMT for £5.1 million plus deferred consideration based on a two year earn out period.  The initial consideration included a payment of £2.6 million for the cash in the business.  The deferred consideration is subject to the performance of the business, payable in new Xpediator shares and is subject to a maximum payment equivalent to £2.85 million and a minimum payment of £1.66 million.

 

EMT has been consolidated into the financial results of the Group from the date of acquisition, and has been accounted for under acquisition accounting principles.

 

Richard Myson

CFO

22 September 2017

 

 

 

 

XPEDIATOR PLC

INTERIM RESULTS FOR THE SIX MONTHS TO 30 JUNE 2017

 

Consolidated income statement		Unaudited	Unaudited	Audited
		6 months to	6 months to	Year to
		30 June 2017	30 June 2016	31 December 2016
	Note	£000	£000	£000
Revenue                                                                                                                       6	1	49,063	31,514	72,758
Cost of sales		(37,389)	(23,413)	(55,559)
Gross profit		11,674	8,101	17,199
Other operating income		365	458	556
Administrative expenses		(11,032)	(7,940)	(15,941)
Operating profit		1,007	619	1,814
EBIT
Exceptional items included in Administration Expen
expenses above	10	331	458	654
Operating profit before exceptional items		1,338	1,077	2,468
Finance income		2	19	24
Finance costs		(210)	(130)	(366)
Non cash finance costs	10	(88)	-	-
Profit before tax		711	508	1,472
Income tax		(182)	(280)	(233)
Profit for the period from continuing operations		529	228	1,239
Loss for the period from discontinued operations		-	(71)	(179)
Profit for period		529	157	1,060
Profit / (loss) attributable to:
Owners of the parent		424	(93)	563
Non-controlling interests		105	250	497
Profit for period		529	157	1,060
Basic and diluted earnings/ (loss) per share (pence)	3	0.50	(0.12)	0.70
Basic and diluted earnings per share from continuing operations (pence)	3	0.50	(0.03)	0.93
Basic and diluted earnings/(loss) per share from discontinued operations (pence)	3	-	(0.09)	(0.22)
Adjusted basic and diluted earnings per share* (pence)	3	0.90	0.46	1.52

 

* Earnings per share adjusted for exceptional costs as described in note 10

 

 

 

Consolidated Statement of Comprehensive Income	Unaudited	Unaudited	Audited
	6 months to	6 months to	Year to
	30 June 2017	30 June 2016	31 December 2016
	£000	£000	£000
Profit for the period	529	157	1,060
Other comprehensive income
Items that will not be reclassified to profit and loss
Exchange differences on translation of foreign operations	85	542	654
Total comprehensive income for the period	614	699	1,714

                               

Total comprehensive income attributable to:
Owners of the parent		501	429	1,153
Non-controlling interests		113	270	561
Total comprehensive income for the period		614	699	1,714

 

 

 

		Unaudited	Unaudited	Audited
Consolidated statement of financial position		30 June 2017	30 June 2016	31 December 2016
	Note	£000	£000	£000
Non-current assets
Intangible assets	5	7,997	2,661	2,892
Property, plant and equipment	6	1,368	901	1,186
Investments		15	15	16
Trade and other receivables		181	238	222
Deferred tax		202	53	106
Total non-current assets		9,763	3,868	4,422
Current assets
Inventories		34	33	44
Trade and other receivables		39,731	31,306	28,597
Held for Sale - distribution to owners		-	2,888	-
Cash and cash equivalents		6,927	5,217	5,351
Total current assets		46,692	39,444	33,992
Total assets		56,455	43,312	38,414
Equity
Called up Share capital	7	4,050	4,000	4,050
Translation reserve		529	43	452
Merger reserve		(3,750)	(3,750)	(3,750)
Retained earnings		2,769	4,672	2,466
Total equity		3,598	4,965	3,218
Non-controlling interests	8	266	324	345
Total Equity		3,864	5,289	3,563
Non Current liabilities
Trade and other payables		1,103	-	-
Interest bearing loans and borrowings	9	3,084	3,383	3,878
Deferred tax		804	316	332
		4,991	3,699	4,210
Current liabilities
Trade and other payables		41,943	32,074	29,167
Interest bearing loans and borrowings	9	5,657	1,508	1,474
Held for sale - distribution to owners		-	742	-
		47,600	34,324	30,641
Total Liabilities		52,591	38,023	34,851
Total Equity and Liabilities		56,455	43,312	38,414

 

 

               

 

Consolidated statement of cash flows		Unaudited	Unaudited	Audited
		6 months to	6 months to	Year to
		30 June 2017	30 June 2016	31 December 2016
		£000	£000	£000
Profit before tax		711	508	1,472
Adjustment for:
Depreciation		159	109	242
Amortisation		145	62	90
Finance costs		298	130	366
Finance income		(2)	(19)	(24)
Loss on Disposal of Fixed assets		29	81	7
		1,340	871	2,153
Changes in working capital:
Decrease / (increase) in stock		10	(14)	(25)
Increase in trade and other receivables		(11,179)	(6,165)	(3,457)
Increase in trade and other payables		11,710	9,290	5,985
Net cash generated from operating activities		1,881	3,982	4,656
Continuing Operations Cash flows from operating activities
Interest paid		(212)	(128)	(366)
Tax paid		(309)	(222)	(656)
Net cash from operating activities		1,360	3,632	3,634
Cash flows from investing activities
Purchase of tangible fixed assets		(338)	(116)	(593)
Acquisition of Subsidiary, net of cash acquired		(2,500)	(1,873)	(1,873)
Disposal of available for sale assets		-	-	439
Purchase of intangible fixed assets		(38)	(5)	(50)
Sale of tangible fixed assets and investment property		-	-	144
Transactions with non-controlling interests		(193)	(23)	(654)
Interest received		2	19	24
Net outflow from investing activities		(3,067)	(1,998)	(2,563)
Cash flows from financing activities
New loans		4,183	1,099	319
Loan repayments		(794)	(3,808)	(2,569)
Issue of ordinary shares for cash		-	-	50
Dividend paid		-	(3,377)	(3,377)
Non-Controlling interest dividends paid		(104)	(242)	(265)
Net cash inflow from financing activities		3,285	(6,328)	(5,842)

 

 

  

 

Consolidated statement of cash flows		Unaudited	Unaudited	Audited
		6 months to	6 months to	Year to
		30 June 2017	30 June 2016	31 December 2016
		£000	£000	£000
Increase in cash and cash equivalents from continuing operations		1,578	(4,694)	(4,771)
Cash and cash equivalents at beginning of period		5,351	9,819	9,819
Effect of foreign exchange rate movements		(2)	92	303
Cash and cash equivalents at end of period		6,927	5,217	5,351

 

 

Consolidated Statement of Changes in Equity

For the six months to 30 June 2017 (unaudited)

	Share Capital £'000	Retained earnings £'000	Translation Reserve £000s	Merger Reserve £'000	Total   £'000	Non-controlling interests £'000	Total Equity £'000
Balance at 31 December 2016	4,050	2,466	452	(3,750)	3,218	345	3,563
Acquisition of NCI	-	(121)	-	-	(121)	(88)	(209)
Dividends	-	-	-	-	-	(104)	(104)
Total contributions by and distributions to owners	-	(121)	-	-	(121)	(192)	(313)
Comprehensive income
Profit for the period	-	424	-	-	424	105	529
Exchange differences on foreign operations	-	-	77	-	77	8	85
Total comprehensive income for the period	-	424	77	-	456	113	569
Balance at 30 June 2017	4,050	2,769	529	(3,750)	3,598	266	3,864

 

 

 

For the six months to 30 June 2016 (unaudited)

	Share Capital £'000	Retained earnings £'000	Translation Reserve £000s	Merger Reserve £'000	Total   £'000	Non-controlling interests £'000	Total Equity £'000
Balance at 31 December 2015	4,000	8,162	(479)	(3,750)	7,933	299	8,232
Acquisition of NCI	-	(19)	-	-	(19)	(3)	(22)
Dividends	-	(3,378)	-	-	(3,378)	(242)	(3,620)
Total contributions by and distributions to owners	-	(3,397)	-	-	(3,397)	(245)	(3,642)
Comprehensive income
Profit /(loss) for the period	-	(93)	-	-	(93)	250	157
Exchange differences on foreign operations	-		522	-	522	20	542
Total comprehensive income for the period	-	(93)	522	-	429	270	699
Balance at 30 June 2016	4,000	4,672	43	(3,750)	4,965	324	5,289

 

For the year ended 31 December 2016 (audited)

 

	Share Capital £'000	Retained earnings £'000	Translation Reserve £000s	Merger Reserve £'000	Total   £'000	Non-controlling interests £'000	Total Equity £'000
Balance at 1 January  2016	4,000	8,162	(479)	(3,750)	7,933	299	8,232
Acquisition of NCI	-	(462)	-	-	(462)	(192)	(654)
Dividends	-	(3,377)	-	-	(3,377)	(265)	(3,642)
Distributions to owners	-	(2,463)	341	-	(2,122)	(58)	(2,180)
Issue of Share Capital	50	-	-	-	50	-	50
Capital Contribution	-	43	-	-	43	-	43
Total contributions and distribution to owners	50	(6,259)	341	-	(5,868)	(515)	(6,383)
Comprehensive income
Profit for the year	-	563	-	-	563	497	1,060
Exchange differences on foreign operations	-	-	590	-	590	64	654
Total comprehensive income for the period	-	563	590	-	1,153	561	1,714
Balance at 31 December 2016	4,050	2,466	452	(3,750)	3,218	345	3,563

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD TO 30 JUNE 2017

 

General information

The financial information included in this 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 2017 have been prepared on a consistent basis and using the same accounting policies as those adopted in the financial statements for Delamode Group Holdings Limited for the year ended 31 December 2016. The statutory accounts of the Delamode Group Holdings Limited for the year ended 31 December 2016 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 interim financial statements of the Company for the six month period ended 30 June 2017 comprise the Company and its subsidiaries (together referred to as the 'Group'). The 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 2016.

Merger accounting

 

On 25 May 2017 Xpediator Plc entered into a share swap agreement with the ultimate beneficiaries of Delamode Group Holdings Limited, whereby 4,000,000 new ordinary shares of £1.00 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 plc and Delamode Group Holdings Limited and subsidiaries.

The comparatives used within the consolidated interim financial statements reflect the financial performance and position of Delamode Group Holdings Limited. The impact of the use of merger accounting is to reflect the group as though it had always been in existence. Therefore the prior year comparatives reflect those of Delamode Group Holdings Limited. In the current period, the results reflect those of the whole group for the whole period. The only change to the reported balance sheet position is to reflect the share capital of Xpediator plc rather than that of Delamode Group Holdings Limited. The difference between the nominal value of the shares issued by Xpediator plc in consideration for the share capital of Delamode Group Holdings Limited is taken to the merger reserve. The net asset position of the group at 31 December 2016 is increased by £50,000 from the £3,513,000 reported in the financial statements of Delamode Group Holdings Limited. This reflects the share capital of Xpediator plc prior to the share swap.

Accounting policies

The accounting policies adopted in the preparation of the consolidated financial statements are the same as those set out in the annual financial statements of Delamode Group Holdings Limited for the year ended 31 December 2016. 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.

The Group is currently assessing the impact that IFRS 15 Revenue from Contracts with Customers, IFRS 16 Leases, and IFRS 9 Financial Instruments, and other recent guidance and interpretations may have on the consolidated financial statements.

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 2017, 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

 

		Unaudited	Unaudited	Audited
		6 months to	6 months to	Year to
		30 June      2017	30 June 2016	31 December 2016
		£000	£000	£000
United Kingdom		11,534	7,895	20,027
Romania		11,594	9,348	19,161
Lithuania		15,529	7,431	18,285
Bulgaria		6,372	4,549	10,383
Other		4,034	2,291	4,902
Total Income		49,063	31,514	72,758

 

2)     Segmental Analysis

Types of services from which each reportable segment derives its revenues

During the period the Group had three main divisions: Transport Solutions, referred to as Affinity, Freight Forwarding, and Logistics. 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 80% of its external revenues contributed in 2017, (H1 2016:81%)

•              Affinity - This division is the Transport Solution's arm of the Delamode Group. It focuses on the reselling of DKV fuel cards, leasing, ferry crossings and other associated transport related services. This division accounts for 5% of the Group's business in terms of revenue (H1 2016 : 5%)

•              Logistics - This division is involved in the warehousing and domestic distribution; it generates 15% of the Group's external revenues in 2017 (H1 2016: 14%).

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 for the period to 30 June 2017	Freight Forwarding	Logistics	Affinity	Unallocated	Total
	2017	2017	2017	2017	2017
Revenue	£'000	£'000	£'000	£'000	£'000
Total revenue	39,105	7,945	2,247	-	49,297
Inter-segmental revenue	-	(234)	-	-	(234)
Total revenue from external customers	39,105	7,711	2,247	-	49,063
Depreciation & amortisation	54	227	18	5	304
Segment Profit (excluding exceptional items)	688	221	1,080	(652)	1,337
Net Finance costs					(295)
Exceptional items					(331)
Profit before income tax					711

  

 

Segmental Analysis for the period to 30 June 2016	Freight Forwarding	Logistics	Affinity	Unallocated	Total
	2016	2016	2016	2016	2016
Revenue	£'000	£'000	£'000	£'000	£'000
Total revenue	25,200	4,981	1,613	-	31,794
Inter-segmental revenue	-	(280)	-	-	(280)
Total revenue from external customers	25,200	4,701	1,613	-	31,514
Depreciation & amortisation	53	104	13	1	171
Segment Profit (excluding exceptional items)	595	4	746	(268)	1,077
Net Finance costs					(111)
Exceptional items					(458)
Profit before income tax					508

 

 

Segmental Analysis for the year to 31 December 2016	Freight Forwarding	Logistics	Affinity	Unallocated	Total
	2016	2016	2016	2016	2016
Revenue	£'000	£'000	£'000	£'000	£'000
Total revenue	58,869	10,896	3,549	14	73,328
Inter-segmental revenue	-	(570)	-	-	(570)
Total revenue from external customers	58,869	10,326	3,549	14	72,758
Depreciation & amortisation	125	176	30	1	332
Segment Profit (excluding exceptional items)	1,645	(37)	1,799	(939)	2,468
Net Finance costs					(342)
Exceptional items					(654)
Profit before income tax					1,472

 

 

3)     Earnings per share

		Unaudited	Unaudited
		6 months to	6 months to	Year to
		30 June 2017	30 June 2016	31 December 2016
		£000	£000	£000
Weighted average number of shares (basic & diluted) **		84,295,565	80,000,000	80,000,000
Profit / (Loss) for the period attributable to equity holders of the company		424	(93)	563
Profit / (Loss) for the period attributable to equity holders of the company excluding exceptional items		755	365	1,217
Profit / (Loss) for the period  for discontinued operations		-	(71)	(179)
Earnings per share  - basic and diluted (pence)		0.50	(0.12)	0.70
Earnings per share  from continuing operations - basic and diluted (pence)		0.50	(0.03)	0.93
Basic and diluted earnings/(loss) per share discontinued operations (pence)		-	(0.09)	(0.22)
Earnings per share  - basic and diluted (pence) (excluding exceptional items)*		0.90	0.46	1.52
*Earnings per share adjusted for exceptional costs (see note 10) ** The weighted average number of shares is increased by the number of shares to be issued in relation to the deferred consideration payable on the acquisition of EMT.

 

4)     Dividends

The directors are declaring an Interim dividend of 0.347 pence (2016: £nil) per share totalling £350,000 (2016: £nil) to be paid in October 2017. This dividend has not been accrued in the consolidated statement of Financial Position.

 

5)     Intangible Asset

For the period from 1 January 2017 to 30 June 2017 (unaudited)	Customer related	Licences	Goodwill	Total
Cost	£'000	£'000	£'000	£'000
At 1 January 2017	-	2,453	682	3,135
Additions	-	38	-	38
Acquired through business combinations	2,872	-	2,258	5,130
Exchange differences	-	139	16	155
At 30 June 2017	2,872	2,630	2,956	8,458
Amortisation
At 1 January 2017	-	243	-	243
Amortisation for the period	88	57	-	145
Exchange differences	-	73	-	73
At 30 June 2017	88	373	-	461
Net Book Value at 30 June 2017	2,784	2,257	2,956	7,997

 

 

 

For the period from 1 January 2016 to 30 June 2016 (unaudited)		Licences	Goodwill	Total
Cost		£'000	£'000	£'000
At 1 January 2016		138	-	138
Additions		5	-	5
Acquired through business combinations		1,981	593	2,574
Exchange differences		108	30	138
At 30 June 2016		2,233	623	2,856
Amortisation
At 1 January 2016		125	-	125
Amortisation for the period		62	-	62
Exchange differences		7	-	7
At 30 June 2016		194	-	194
Net Book Value at 30 June 2016		2,038	623	2,661

 

 

For the period from 1 January 2016 to 31 December 2016 (audited)		Licences	Goodwill	Total
Cost		£'000	£'000	£'000
At 1 January 2016		138	-	138
Additions		50	-	50
Acquired through business combinations		1,981	593	2,574
Exchange differences		284	89	373
At 31 December 2016		2,453	682	3,135
Amortisation
At 1 January 2016		125	-	125
Amortisation for the year		90	-	90
Exchange differences		28	-	28
At 31 December 2016		243	-	243
Net Book Value at 31 December 2016		2,210	682	2,892

                                                     

The goodwill included in the above note, relates to the acquisition of Pallet Express Srl in January 2016 and EMT in March 2017.  This represents the total value of intangible assets with an indefinite useful life allocated to each respective cash generating unit.

 

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.

 

The directors have reviewed the future profit and cash flow forecasts for the next three years and applying a discount rate of 10% to the cash flow projections when determining the net present value of these cash flows, it believes there is sufficient headroom in the value of the business not to have to impair the goodwill.

 

6)     Property, plant and equipment

For the period from 1 January 2017 to 30 June 2017 (unaudited)	Freehold Property	Fixtures, fittings  and equipment	Motor Equipment	Computer Equipment	Total
	£000	£000	£000	£000	£000
Cost
At 1 January 2017	122	921	759	1,058	2,860
Additions	-	93	74	171	338
Additions acquired with Subsidiary	18	1	4	-	23
Disposals	-	(2)	(67)	(9)	(78)
Exchange differences	3	7	6	7	23
At 30 June 2017	143	1,020	776	1,227	3,166
Depreciation
At 1 January 2017	-	508	504	662	1,674
Charge for the period	-	58	36 ()	65	159
Eliminated on disposal	-	(1)	(42)	(3)	(46)
Exchange differences	-	3	4	4	11
At 30 June 2017	-	568	502	728	1,798
Net book value 30 June 2017	143	452	274	499	1,368

 

For the period from 1 January 2016 to 30 June 2016 (unaudited)	Freehold Property	Fixtures, fittings  and equipment	Motor Equipment	Computer Equipment	Total
	£000	£000	£000	£000	£000
Cost
At 1 January 2016	105	789	700	842	2,436
Additions	1	31	75	9	116
Addition with Subsidiary	-	8	9	12	29
Disposals		(66)	(94)	(46)	(206)
Exchange differences	6	13	31	29	79
At 30 June 2016	112	775	721	846	2,454
Depreciation
At 1 January 2016	-	478	468	595	1,541
Charge for the period	-	41	36	32	109
Eliminated on disposal	-	(62)	(33)	(28)	(123)
Exchange differences	-	-	15	11	26
At 30 June 2016	-	457	486	610	1,553
Net book value 30 June 2016	112	318	235	236	901

 

 

 

 

 

 

For the period from 1 January 2016 to 31 December 2016 (audited)	Freehold Property	Fixtures, fittings  and equipment	Motor Equipment	Computer Equipment	Total
	£000	£000	£000	£000	£000
Cost
At 1 January 2016	105	789	700	842	2,436
Additions	1	173	201	218	593
Addition with Subsidiary	-	8	9	12	29
Disposals	-	(82)	(200)	(55)	(337)
Exchange differences	16	33	49	41	139
At 31 December 2016	122	921	759	1,058	2,860
Depreciation
At 1 January 2016	-	478	468	595	1,541
Charge for the period	-	91	76	75	242
Eliminated on disposal	-	(78)	(74)	(34)	(186)
Exchange differences	-	17	34	26	77
At 31 December 2016	-	508	504	662	1,674
Net book value
At 31 December 2016	122	413	255	396	1,186

 

 

7)     Share Capital

		Unaudited	Unaudited
		30 June 2017	30 June 2016	31 December 2016
		£000	£000	£000
Allotted, issued and fully paid
4,000,000 ordinary  shares of £1.00 each		4,000,000	4,000,000	4,000,000
50,000 deferred shares of £1.00 each		50,000	-	50,000

               

The share capital at the 30 June 2016 and 31 December 2016 represents the shares issued as consideration for Delamode Group Holdings Limited which under merger accounting is treated as if they had always been in issue.

 

On 25 May 2017, the Company entered into a share swap agreement whereby the ultimate beneficiaries of Delamode Group Holding Limited swapped their shares in Delamode Group Holding Limited for shares in Xpediator Plc. This created 4,000,000 ordinary shares of £1.00 being issued to the shareholders of the Company.  On the 7 August 2017 these shares were converted into 80,000,000 ordinary shares of 5 pence each.

 

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

                                Delamode Baltics UAB                                                                          20.0%                     30.0%                     30.0%

                                Delamode Estonia OÜ                                                                          20.0%                     30.0%                     30.0%

                                Delamode Bulgaria EOOD                                                                   10.0%                     34.3%                     10.0%

                                Delamode Service Financare IFN                                                       0.05%                    0.05%                     0.05%

                                Delamode Distribution UK Limited                                                    49.0%                     49.0%                     49.0%

Affinity Transport Solutions Srl                                                            0.0%                      5.0%                        0.0%

 

On 28 December 2016, the Group acquired 24.3% of the non-controlling interest in Delamode Bulgaria EOOD for £630,000.

 

On 15 January 2016, the Group acquired 50.0% of the non-controlling interest in EshopWedrop Limited for £22,500.

 

On 28 July 2016, the Group acquired 5.0% of the non-controlling interest in Affinity Transport Solutions Srl for £2,000

 

On 4 January 2017, the Group acquired 10.0% of the non-controlling interest in Delamode Baltics and its subsidiary Delamode Estonia OU for £209,000.

 

9)     Loans

		Unaudited	Unaudited	Audited
		30 June 2017	30 June 2016	31 December 2016
		£000	£000	£000
Current;
Finance Leases		35	23	39
Other Loans		5,622	1,485	1,435
		5,657	1,508	1,474
Non - Current;
Finance Leases 1-2 year		62	71	69
Other Loans;
Loans 1- 2 years		296	681	942
Loans 2- 5 years		971	971	971
Loans due after five years repayable by instalments		1,755	1,660	1,896
		3,084	3,383	3,878

 

The Finance lease loans are secured against the assets to which the finance relates. Bank loans and overdrafts are secured by a fixed and floating charge over the Group's assets.

 

 

 

 

 

10)   Exceptional Costs

 

Pursuant to the Group's AIM listing, costs were incurred in respect of legal and consultancy fees in the period of £331,000. (H1 2016: £458,000). These costs were non-recurring.

A charge of £86,000 has been included in the finance costs for the period to June 2017 resulting from the acquisition of EMT. This reflects the "unwinding" of the difference between the expected present value of the deferred consideration and the expected fair value.

11)   Post balance sheet events

 

On 11 August 2017 the Group was admitted to trading on the AIM Market on the London Stock Exchange and raised £5.0 million before expenses, from new investors. Immediately prior to the listing, the Company converted 4,000,000 ordinary shares of £1.00 each, into 80,000,000 ordinary shares of 5 pence each.

 

Upon listing, the Company issued 20,833,333 new ordinary shares of 5 pence each to new investors pursuant to the £5 million equity placing performed.

 

12)   Business combinations

Pallet Express Srl

On 18 January 2016 the Group acquired 100% of the voting equity instruments of Pallet Express, a

Company whose principal activity is the provision of a franchise network for domestic distribution in Romania.

 

The consideration paid for this acquisition was £2,058,000. The principal reason for this acquisition was to enable the Group to consolidate and enhance their supply chain network in the CEE region.

 

Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:                               

		Book value £'000	Adjustment £'000	Fair Value £'000
Intangible Assets - Systems		109	(109)	-
Intangible Assets - Licences		103	1,878	1,981
Property, plant and equipment		29	-	29
Other		16	-	16
Inventories		5	-	5
Trade Receivables		248	7	255
Cash		185	-	185
Trade Payables		(255)	-	(255)
Loans		(445)	-	(445)
Others		(5)	-	(5)
Deferred tax liability		-	(301)	(301)
Total net assets		(10)	1,475	1,465

On acquisition of Pallet Express Srl the software was not considered to be appropriate for the business and as such the entire carrying value of this asset has been impaired. 

 

The company also held the Master Franchise license with Pallex Holding UK which had a carrying value of £103,000. This has been adjusted to reflect the fair value of this asset and as such the asset has been restated with a book value of £1,981,000.

 

Fair value of consideration paid in cash  2,058                                   

Net asset acquired                                          (1,465)

Goodwill recognised                                           593  

          

The goodwill recognised will not be deductible for tax purposes

 

Easy Managed Transport Limited

On 10 March 2017 the Group acquired 100% of the voting equity instruments of EMT, a company whose principal activity is the provision of domestic distribution for garment consignments in the UK

 

The principal reason for this acquisition was to enable the Group to consolidate and enhance their distribution services for their fashion related clients.

 

The total consideration paid for the entity is split into the following components:

 

·     Cash on completion

·     Plus Earn-Out payments  payable over two years.

 

The deferred consideration is calculated as follows, both of which are subject to a maximum and minimum payment:-

 

·     50% of the Company's operating profit before tax multiplied by 2.5 in respect of the First Earn-Out Year

·     50% of the Company's operating profit before tax multiplied by 2.5 in respect of the Second Earn-Out year

 

Fair Value assessment

As part of the fair value assessment of the Intangible assets of EMT, it was identified that the only intangible asset category to apply, is the customer related intangible assets. The fair value calculation of customer related intangible asset was determined by using the income approach based on the expected future cash flows. This was then discounted to determine the present value.

 

The weighted average cost of capital used in determining the present value, was 21.0%, which reflected the business and market risks factors.

 

The outcome of the fair value calculation was to derive a customer related intangible asset with a value of £2,872,000.

 

 

Economic useful life

When determining the economic useful life of the customer relationships the historical length of relationships with existing customers and those reported by listed companies in the sector was considered as well as an annual attrition rate of 10.0%.

 

Based on these factors, it was concluded that the useful economic life for customer relationships in relation to EMT would be up to 10 years.

 

Deferred tax

As a result of the creation of the customer related intangible asset, there is a deferred tax liability, which was calculated as the sum of the fair values of the intangible assets multiplied by the tax rate. An average long-term tax rate of 17.0% was used as to determine this. This resulted in a deferred tax liability of £488,240.

 

Deferred Consideration

The deferred consideration consists of the

·     payment relating to the earn out period and;

·     amount by which the Completion Net Asset exceeds Target Net Assets

 

In determining the present value of the earn out payment, the first payment which is due in July 2018 was calculated using a cost of capital equal to the long term debt of 6.8% and the second earn out payment, due to be paid in July 2019, was calculated by using the WACC of 21.0%.

 

Using the forecasted results for the respective periods the present value of the deferred consideration relating to the earn out was calculated to be £2,188,190.

 

In relation to determining the present value of the amount by which the completion net asset exceeds the target,  a cost of capital equal to the long term debt % of 6.8% was used given that this payment is due to be paid with the first earn out payment in July 2018.

 

The present value of the excess net asset equated to £197,855.

 

Goodwill

When determining the goodwill arising on the acquisition the following calculations were used.

Purchase Consideration                                                          £'000
Initial Consideration				2,500
Net Cash Adjustment				2,628
P.V. of Net Assets Adjustment				198
P.V. of Deferred Consideration				2,188
Total Consideration for Equity				7,514
Allocation of Assets and Liabilities Acquired
Intangible Assets
Customer-related Intangible Assets			2,872
Other Assets
Current Assets			3,495
Fixed Assets			23
Liabilities
Assumed Liabilities				(646)
Deferred Tax Liability for Intangible Assets				(488)
Goodwill				2,258

 

The goodwill recognised will not be deductible for tax purposes

 

 

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 2017 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 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 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 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 2017 is not prepared, in all material respects, in accordance with the rules of the London Stock Exchange for companies trading securities on AIM.

BDO LLP

Chartered Accountants

London

United Kingdom

22 September 2017

 

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).