RNS Number : 0484H
Xpediator PLC
04 April 2022
 

4 April 2022

XPEDIATOR PLC

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

FINAL RESULTS

 

Xpediator Plc (AIM: XPD), a leading provider of freight management services across the UK and Central and Eastern Europe, is pleased to announce its final results for the twelve months ended 31 December 2021.

2021 Financial Highlights

·    Substantial organic growth with Group revenue increasing 34% to a record £296.6m (2020: £221.2m) with a particularly strong contribution from the Group's largest division, Freight Forwarding

Freight Forwarding delivered revenue of £233.6m, an increase of 37%

Warehouse & Logistics delivered revenue of £56.7m, an increase of 28%

Transport Services delivered revenue of £6.3m, an increase of 10%

·    Adjusted profit before tax of £9.1m, up 25% (2020: £7.2m)   

·    Reported profit before tax of £4.3m (2020: £3.9m)

·    Adjusted basic earnings per share of 3.68 pence (2020: 3.84 pence)

·    Basic earnings per share of 0.29 pence (2020: 1.46 pence)

·    Net cash generated from operating activities was £4.7m (2020: £14.1m)

·    Net debt position of £4.8m (2020: net cash of £6.8m) as a result of advanced payments to secure key supplier performance and additional cost associated with a new freight forwarding operating system in the UK

·    Final dividend proposed of 0.6 pence per share bringing the total dividend for the year to 1.1 pence per share (2020: 1.5 pence per share).  2021 dividend level reflects potential geo-political risks, however, if the working capital impact remains small, the Board will look to pay a special dividend during 2022

 

2021 Operational Highlights

·    Excellent performance in the Freight Forwarding Division supported by profitable performances by both the Transport and Warehouse & Logistics Divisions

·    UK Logistics Division, previously operating under three different brands, now unified under one brand, Delamode International Logistics, as part of a wider integration and re-branding project across the UK freight forwarding division

·    Consolidation of Southampton port warehousing activity was completed in 2021 adding a state of the art 200,000 sq ft dockside warehouse which is already 100% occupied.

·    To support holding stock for customers on both the continent and in the UK, signed a 10-year lease for a new (post year end), purpose built 180,000 sq ft (35,000 pallet spaces) storage, fulfilment and distribution warehouse in Roosendaal, Netherlands

 

2022 Outlook

·    First two months trading ahead of expectations and March 2022 in line with expectations in spite of Russia invasion of Ukraine

·    Mindful of headwinds both geo-political and inflationary pressures

·    Significant organic opportunities to improve the underlying performance of the Group, particularly in the UK, allied to M&A

·    Cautious optimism on the short term outlook with medium to long term aspirations still on track

 

Rob Riddleston, Interim Chairman, commented:

"Despite having to navigate around restrictions imposed last year due to the pandemic, we are pleased to report that the Group delivered a record trading year with significant uplift in both sales and profits. I believe this performance reflects the strength of the operating platform that has been established across the UK and Europe. However, I also believe there is significant further growth potential in the business both organically and through making earnings enhancing acquisitions when the time is right.

Looking ahead, the macro environment poses clear challenges for all businesses from rising energy prices to the significant increase in geopolitical uncertainty caused by the tragic events unfolding in Ukraine. Xpediator will not be immune from these challenges but to date, trading has been resilient. The Group has a solid financial platform and with its asset light base is more shielded than some from energy and other cost inflation. We anticipate that in spite of these challenges, demand from the Group's 10,000+ customers will continue to be solid across all three divisions."

 

Xpediator plc

Tel: +44 (0)330 043 2395

Wim Pauwels, Interim Chief Executive Officer


Mike Williamson, Chief Financial Officer


Zeus (Nominated Adviser & Broker)

Tel: +44 (0)20 3829 5000

David Foreman, James Hornigold, Guy Brinkley (Investment Banking)


Dominic King (Corporate Broking)


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, the Group's international network of offices provides road, sea and air freight services, together with logistics and warehousing in the UK and Romania. The business offers integrated freight management within the supply chain logistics and fulfilment sector, through its three main areas: freight forwarding, logistics & warehousing and transport services. With headquarters in Braintree, Essex and country offices in nine CEE countries across 34 sites, the Group currently employs over 1,400 people and was successfully listed on London's AIM market in 2017.

For more information, please visit: www.xpediator.com.

Alternatively, do follow us on Twitter at @Xpediator or find us on LinkedIn at Xpediator Plc.

Chairman's Statement

 

Introduction

I am pleased to present these excellent financial results as the Group's Interim Non-Executive Chairman.

For the 12 months to 31 December 2021, the Group generated revenues of £296.6 million, a 34% increase over the prior year and adjusted profit before tax of £9.1 million, up 25%. Coming out of the pandemic, the Group has performed well growing both revenues and profitability and as anticipated, there was an uplift in income from UK customs clearances.

We are mindful of the headwinds facing many businesses at this time. However, trading has begun positively, we are relatively less exposed to inflationary pressures than many and have significant organic growth opportunities. We believe these organic growth opportunities across the business will compensate for any reduction of business due to the conflict in Ukraine.

Our people

Our people are at the heart of our current success and are quite clearly pivotal to our future success. We recognise this and we also recognise that retaining and expanding our teams is becoming more competitive and therefore more challenging.

Our objective is for the Group to be seen as an employer of choice. To this end, the Group held its second firm-wide employee engagement survey, to truly understand how employees felt the Group was performing and as importantly, what could be added in the three core areas of employee wellbeing, ongoing skills training and career development.  The Group will launch its first Compassionate Leadership Academy this year, initially for Senior Leaders in the business, with every employee to be given the option to complete the course in the longer term.

We are a successful business, and we want everyone connected with the Group to share in that success, be it through share incentive schemes or maximising the potential of individuals. We also want to be the Group to be a force for good in society, having a positive impact economically and socially, embracing diversity at all levels and being fully inclusive in everything we do.

ESG, Board and management changes

The Group's ESG committee was tasked with setting out where the Group is today in all three areas, identifying key points to improve combined with agreeing a timetable to execute change. The team are currently completing a comprehensive survey of the Group's current carbon footprint.

On 22 November 2021, following the stepping down of Robert Ross from the Board and the role of CEO, the Group appointed Wim Pauwels, a Non-Executive Director, to the position of interim CEO. A search was initiated for a long-term successor and this process is progressing with the support of an external recruitment firm. In the meantime, on behalf of the Board, I would like to thank Wim for accepting the role of interim CEO.

Since the year end, Mark Whiteling, Non-Executive Chairman and Stephen Blyth, Founder and Non-Executive Director both stepped down from the Board. I have become interim Non-Executive Chairman and a search for replacements for both positions has commenced.

 

Opportunities and changes in the market

Change is a constant in all good businesses. The Xpediator team are focused on moving to capture opportunities and adapting the business to our ever evolving and multiple marketplaces. The business identified Brexit as an opportunity and invested in making a successful transition to a new UK customs clearance environment.

For all businesses in 2022, it will be essential to manage inflationary costs resulting primarily from increased energy prices. To reiterate, as an asset light operator, Xpediator is in an advantageous position versus many as we source transport for freight forwarding as required from multiple external hauliers who carry the risk and collectively ensure the needs of the customers are met. Increased costs of transportation are largely borne by the haulier and customer such that we are relatively protected. Organic growth is a major focus for the business as there are significant further opportunities across the Group and markets where we operate to generate strong organic growth for all divisions. Acquisitions also remain a key strategic driver for the business to maintain our growth and to support the enhancement of our service offering and geographical coverage to meet customers evolving supply chain needs.

We have an exciting long term pipeline of acquisition opportunities. Each potential acquisition is subject to detailed due diligence to ensure it is right for the business and meets both our short and long term development strategies.

Dividend

Subject to approval by shareholders, the Board is recommending a final dividend of 0.60p per share to be paid to shareholders on 1 July 2022. Taken with the first interim dividend of 0.50p per share, this takes the total dividend to 1.10p per share (2020: 1.5p per share). The Board believe it is the right decision to be cautious at this time given the tragic events unfolding in Ukraine and has proposed a lower final dividend than the prior year. However, if as expected the working capital impact on the Group remains small then the Board will look to pay a special dividend during 2022.

The proposed final dividend will be payable to shareholders on the register on 20 May 2022, with the ex-dividend date being 19 May 2022.

Outlook

We are conscious of the potential headwinds created in the CEE by the tragic geo-political events unfolding in the Ukraine which has affected our Lithuanian operations in particular. We are also mindful of inflation and resulting uncertainty around consumer spend.  However, trading in 2022 has begun positively. The Group will continue to focus on maximising organic growth opportunities across all businesses as well as on the ongoing assessment of acquisitions which could significantly increase activity and capability longer term.  There remains significant untapped potential across the Group which as a management team we are very focused on exploiting. In 2022, we will also have the benefit of the new expanded warehouse in Southampton, demand for which is substantially ahead of forecasts.

We believe the Group is well placed to deliver a solid result this year in spite of significant macro challenges. We look forward to reporting on further progress.

Rob Riddleston

Interim Non-Executive Chairman

 

Chief Executive Officer's Statement

Introduction

Since taking up the position of Interim Chief Executive Officer in November 2021, I have enjoyed working closely with the operational team and I am grateful to them and all our staff for their support and excellent commitment to the business.

Over the last 4 months, I have placed significant focus on optimising the Group's structure and ensuring that we continue to concentrate on improving our core business and deliver on all growth opportunities. The trading results for 2021 clearly show the Group to be in good health and the opportunity is therefore to maximise the full potential of the business.

In 2021, Covid-19 provided a number of challenges. Nevertheless, the Group remained dedicated to servicing its customers from around the globe. Demand was good with trading largely normalising in the areas where the pandemic had had an impact in 2020. Following on from the half-year, Freight Forwarding had an excellent year with a particularly strong performance from the Baltics and Bulgaria. Europe generated 61.2% of the Group's revenues in line with the prior year with the balance from the UK which has lagged the progress we have made on the Continent in terms of revenue growth.

While Brexit has been a success for the Group in terms of increased customs clearance revenues, there was a knock-on impact across the industry in terms of reduced supplier availability. In response, the Group made advanced payments to secure key supplier performance and together with cost associated with a new freight forwarding operating system in the UK, net debt increased to £4.8 million, as at 31 December 2021 (2020: net cash of £6.8 million). Alongside the new operating system and implementing new processes, receivables have increased which will largely unwind in 2022 as these processes are embedded and we are focused on reducing working capital and moving back towards a net cash position.

Integration

We are constantly looking at ways to become more efficient and reduce costs and there are significant opportunities to simplify the business.  2021 saw the Group come closer together with an emphasis on simplifying the business, investing in IT and driving out complexity.

In May, the Group's UK logistics division, previously operating under three different brands, changed to operate as Delamode International Logistics. The three businesses remain in the same locations but now share centralised resources, including finance, legal, human resource and administration services.

The integration and rebranding of the UK logistics division is part of a wider integration and re-branding project across the UK freight forwarding division. Already, Anglia Forwarding Limited, Benfleet Forwarding, and Delamode Plc has become Delamode Anglia Limited and other parts of the UK freight forwarding division will incorporate the Delamode brand. Similarly, the freight forwarding division is also centralising functions such as finance and customer services.

Combining under one brand and centralising support services is expected to create significant economies of scale and a much more simplified business model as we transition to a structure organised along regional rather than product lines.

Operational Review

Our strategy remains focused around building a scalable and risk adjusted platform to support our freight management companies across the UK and Europe with a particular expertise in Central and Eastern Europe ("CEE"). We believe the business is well placed to become a leading international freight management and logistics provider.

We will continue to focus on making targeted, earnings enhancing acquisitions while taking into account the geopolitical situation,

Freight Forwarding

Overall, the Freight Forwarding division has performed well with an exceptional performance delivered by Baltics and strong performances from Bulgaria and Regional Express.

Revenue £233.6m (2020: £171.0m)

Operating profit £9.7m (2020: £6.8m)

Operating predominately under the Delamode brand, the division specialises in international freight management services via road, sea, air and rail connecting CEE countries and the UK with each other and the rest of Europe.

Revenues across the Baltics and Balkans continued to grow significantly against prior year comparatives, with Baltics revenue up by £27.3 million and Bulgaria up by £7.7 million. Both businesses have benefitted from an increase in online customer demand and the consolidation of new service lines. Profit before tax in the Baltics increased by £2.8 million to £6.8 million (2020: £4.1 million) and in Bulgaria by £0.2 million to £1.3 million (2020: £1.1 million). In addition, both Serbia and Estonia delivered a strong performance as these businesses continue to mature.

Revenue in the UK businesses increased by 38.2% to £114.9 million driven by the uplift in customs clearance income. In the UK Freight Forwarding businesses implementation of a new integrated operating software platform proved challenging, however, this is expected to improve and is a key area for management focus in 2022. The UK based Regional Express business performed particularly well in 2021 generating revenue of £7.5 million (2020: £4.5 million) and profit before tax of £0.8 million (2020: £0.3 million)

Warehousing & Logistics

Warehousing & Logistics division generated good revenue growth led by Pallex Romania.

Revenue £56.7m (2020: £44.5m)

Operating Profit £1.5m (2020: £2.6m)

The Group's warehousing capacity in the UK, Romania and Bulgaria offers world class service in strategically situated sites.

Good trading performances from Pall-Ex and Logistics in Romania drove an overall increase in revenues for this division but profitability reduced primarily due to the challenges faced by the retail focused Beckton warehouse.

The Group's Pall-Ex franchise in Romania continues to perform strongly, offering a palletised freight delivery service to any part of the country within 24 hours and handling in excess of 80,000 pallets on average per month in 2021 (2020: 68,000 average pallets per month).

In the UK, the new purpose built 200,000 sq ft state of the art dockside warehouse in Southampton (UK) was completed after incurring additional startup costs. Demand for space has been high and the warehouse is already at capacity.

Since the year-end, Delamode International Logistics, has signed a 10 year lease for a new, purpose built 180,000 sq ft (35,000 pallet spaces) storage, fulfilment and distribution warehouse in Roosendaal, Netherlands. The decision to take a long lease on this warehouse reflects demand and the post Brexit strategies of our clients to hold stock in both the UK and mainland Europe.

The warehouse in Braintree continued its turnaround strategy in 2021 with all operational and financial aspects of the business fully reviewed. In August 2021, the Group entered into a successful strategic partnership with Synergy Retail Support Limited ("Synergy"), which has improved performance and further management action is being taken to move Braintree into profitability

Not surprisingly The Beckton warehouse had another challenging year reporting a net loss. The Beckton warehouse is exposed to the UK High Street retail fashion sector, which was one of the industries most impacted by Covid-19.

Transport Support Services

Transport Support Services operating under the Affinity brand continues to go from strength to strength under the leadership of strong innovative local management.  The existing product offering is well established and continues to be improved through various forms including digitalisation and automation.

Revenue £6.3m (2020: £5.7m)

Gross billing £145.9m (2020: £126.4m)

Operating profit £2.4m (2020: £2.3m)

Transport Support Services, trading principally under the Affinity brand, provides bundled fuel and toll cards, financial and support services for hauliers in Southern Europe. Affinity has been an agent of DKV in Romania since 2002, one of the world's largest fuel card providers and provides the DKV fuel card across the Balkans to a database of approximately 2,000 Eastern European hauliers and over 15,000 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 and suppliers, which underpins the strategy to provide further financial services such as insurance and leasing. With continued driver shortages in Europe, having a supplier base is increasingly important for the Freight Forwarding division.

Volumes sold to customers (gross billings) increased in 2021 by 15.5%

Romania remains the largest region for the division representing 72% of total activity (2020: 72%). The Balkans operation continues to grow leveraging the relationships with the Freight Forwarding businesses based in Bulgaria and Serbia.

2021 saw the development of the leasing and insurance products tailored specifically for Affinity's existing customer base.

The Division's 20 years of experience and well-established leadership team provides a good platform to expand in new geographical regions, as well as being well placed to further develop its service and product offerings.

Health & Safety 

Health and Safety receives strategic focus and priority on a daily basis. We are proud of the fact that there were no significant injuries reported in 2021 and will continue to ensure health and safety receives paramount attention throughout the Group.

Wim Pauwels

Interim Chief Executive Officer



 

Chief Financial Officer Statement

Strong 2021 financial results on the back of enhanced revenue and profit.

Revenue

Group revenue increased in 2021 by £75.4 million (34.1%) to £296.6 million.

The Freight Forwarding Division delivered £233.6 million (36.6% increase v 2020), the Warehousing and Logistics Division revenue of £56.7 million (27.5% increase v 2020) and the Transport Support Services Division delivered £6.3 million (10.1% increase v 2020).

Segment Profit Before Central Overhead Allocation and Exceptional Items

Freight Forwarding Division operating profit increased by £2.9 million to £9.7 million largely driven by increased activity in Baltics and customs clearance.  

Operating profit in the Warehouse and Logistics Division decreased by £1.1 million to £1.5 million mainly due to the reduction in volumes in the UK warehouse business, particularly around those areas exposed to the UK high street and fashion businesses.

The Transport Services Division's operating profit increased by £0.1 million to £2.4 million.

Group Profit before Taxation

Group profit before tax increased in 2021 to £4.3 million (2020: £3.9 million) driven by the Freight Forwarding Division.

A summary of operating profit before central overhead allocation by division is shown below:


2021

2020

2019

2018

2017

Freight Forwarding

£9.7m

£6.8m

£3.4m

£3.0m

£2.4m

Warehouse and Logistics

£1.5m

£2.6m

£2.9m

£3.0m

£0.9m

Transport Services

£2.4m

£2.3m

£2.5m

£2.3m

£2.0m

 

Adjusted Profit before Tax


2021

2020

2019

2018

2017

Profit Before Tax

£4.3m

£3.9m

£2.2m

£5.6m

£2.4m

Exceptional Items (note 27)

£2.6m

£1.4m

£0.9m

£0.3m

£0.9m

Net unwind and addback of discount on deferred consideration/ Benfleet vendor income (note 8)

-

£0.1m

£0.3m

£0.2m

£0.3m

Amortisation of intangibles arising from acquisitions (note 12)

£1.5m

£1.5m

£1.4m

£1.1m

£0.4m

Net Income Statement Impact of application of IFRS 16

£0.7m

£0.3m

£0.3m

-

-

Adjusted Profit before tax

£9.1m

£7.2m

£5.1m

£7.2m

£4.0m

Exceptional items of £2.6m relate primarily to costs associated with the delay in relocating the warehouse of Delamode International Logistics Limited in Southampton.

The remaining adjustments all relate to non-cash accounting items.

Earnings per Share


2021

2020

2019

2018

2017

Basic Earnings Per Share

0.29

1.46

0.60

3.53

1.64

Adjusted Earnings Per Share

3.68

3.84

2.80

4.80

3.27

 

The total number of ordinary shares at 31 December 2021 was 141.7 million (2020: 141.6 million). The increase reflects the issue of 55,250 shares in July 2021. Profit after tax attributable to the owners of the parent company of £0.4 million (2020: £2.0 million) provides a basic earnings per share of 0.29p (2020: 1.46p), a decrease of 80.0%. Adjusted profit before tax results in basic and diluted earnings per share of 3.68p and 3.67p respectively (2020: basic and diluted 3.84p) (see note 10 of the financial statements).

Financial Resources

 

Asset Cover

2021

2020

2019

2018

2017

Total Assets

£196.1m

£138.2m

£31.2m

£128.9m

£29.0m

£98.8m

£29.1m

£76.4m

£14.8m

Net Assets

£29.2m

Current Ratio

0.99

1.05

1.01

1.14

1.07

Cash

The Group continues to focus on the application of tight cash controls and the need to maintain a reasonable headroom for future contingencies and to manage financing risk. The Board regularly monitors the financing needs of the business through cash flow projections. These are expected to be achieved for the coming year from existing cash balances, loan facilities and operating cash flows. The Group has sufficient financial resources and a broad spread of business activities. The Directors therefore believe that it is well placed to manage its business risks.

 

Cash

2021

2020

2019

20181

20171

Net cash from operating activities

£4.7m

£14.1m

£14.2m

£9.5m

£3.9m

Net cash outflow from investing activities

£(3.1)m

£(6.0)m

£(2.0)m

£(7.0)m

£(6.5)m

Net cash inflow / outflow from financing activities

£(1.5)m

£(7.8)m

£(9.3)m

£(0.4)m

£4.8m

Effect of foreign exchange movements

£(1.1)m

£0.4m

£(0.5)m

£0.2m

£(0.1)m

Cash and cash equivalents at end of year

£11.7m

£12.7m

£12.0m

£9.6m

£7.3m

 

1 Comparatives for 2017 and 2018 have been restated for consistency with the reporting under IFRS 16. Previously, the cashflow for operating leases was reported within net cash from operating activities (2018, £5.9m, 2017 - £2.2m), but are now reported in net cash outflow from financing activities.

Advanced payments to secure key supplier performance and additional cost associated with a new freight forwarding operating system in the UK means the Group reports a net debt position £4.8 million as at 31 December 2021. Alongside the new operating system and implementing new processes, receivables have increased which will unwind in 2022 as these processes are embedded.

Working Capital

 

Trade Receivables and Payables

2021

2020

2019

2018

2017

Trade and other receivables

£98.5m

£66.7m

£60.9m

£60.3m

£51.8m

Trade and other payables

£86.2m

£64.8m

£58.6m

£56.1m

£51.0m

Days Sales Outstanding (based on gross billings)

82.4

71.2

63.5

70.4

81.5

Days Payable Outstanding (based on cost of sales)

85.6

82.6

71.9

75.6

91.3

 

Trade receivables and  payables  again increased  at  the  year-end  as  did  days  sales  outstanding  and  days  payable  outstanding. Whilst days sales outstanding have increased by 11 days (or 15.7%), this has been offset by days payable outstanding increasing by 3 days (or 3.6%).

 

Administrative Costs Review

Average headcount numbers have increased from 1,080 in 2020 to 1,432 in 2021 driven primarily by Baltics.

 

Operating Costs (Key Items)

2021

2020

2019

2018

2017

Staff Costs

£29.0m

£24.6m

£23.9m

£18.6m

£13.4m

Bad debts

£1.5m

£0.9m

£0.8m

£1.1m

£0.6m

Depreciation on right-of-use assets/rental payable under leases

£8.6m

£6.3m

£6.0m

£5.9m

£2.3m

Insurance

£1.7m

£1.1m

£0.9m

£0.7m

£0.4m

Plant and machinery hire

£0.5m

£0.6m

£0.7m

£0.7m

£0.3m

IT costs

£1.7m

£2.1m

£1.6m

£0.6m

£0.3m

Other administration

£20.8m

£15.9m

£16.1m

£8.8m

£8.4m

 



 

Net Finance Costs

Excluding the IFRS 16 impact of £1.6 million, finance costs were £0.2 million compared to £0.4 million in the prior year.

Impairment

The Group carries out its impairment tests annually in November as part of the budget process and all newly acquired entities are also reviewed for impairment at the balance sheet date.

No impairment losses have been recognised during the year.

Mike Williamson

Chief Financial Officer



 

FINANCIAL STATEMENTS

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2021



2021

2020


Notes

£'000

£'000

Gross billing

7

436,237

342,981

CONTINUING OPERATIONS




Revenue

3

296,594

221,226

Cost of sales


(228,201)

(165,640)

GROSS PROFIT


68,393

55,586

Other operating income

4

1,478

1,250

Impairment losses on receivables

17

(1,475)  

(853)

Administrative expenses

5

(62,344)

(50,680)

Exceptional items included in administrative expenses above

27

(2,610)

(1,377)

OPERATING PROFIT BEFORE EXCEPTIONAL ITEMS


8,662

6,680

OPERATING PROFIT

5

6,052

5,303

Finance costs

8

(1,937)

(1,464)

Finance income

8

172

95

PROFIT BEFORE INCOME TAX


4,287

3,934

Income tax

9

(2,410)

(874)

PROFIT FOR THE YEAR


1,877

3,060

Profit attributable to:




Owners of the parent


417

2,031

Non-controlling interests


1,460

1,029



1,877

3,060

Earnings per share attributable to the ordinary equity holders of the parent:




Basic earnings pence per share

10

0.29

1.46

Diluted earnings pence per share

10

0.29

1.46

Adjusted basic earnings pence per share

10

3.68

3.84

Adjusted diluted basic earnings pence per share

10

3.67

3.84

The notes form part of these financial statements

 

 



 

CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2021


2021

2020


£'000

£'000

PROFIT FOR THE YEAR

1,877

3,060

OTHER COMPREHENSIVE INCOME



Items that may be reclassified to profit or loss:



Exchange differences on translation of foreign operations

(1,289)

547

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

588

3,607




Total comprehensive income attributable to:



Owners of the parent

(758)

2,542

Non-controlling interests

1,346

1,065


588

3,607

 

The notes form part of these financial statements



 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2021



2021

2020


Notes

£'000

£'000

ASSETS




NON-CURRENT ASSET




Intangible assets

12

21,923

23,443

Property, plant and equipment

13

4,563

2,696

Right-of-use assets

25

58,321

31,599

Investments

16

-

1

Trade and other receivables

17

-

252

Deferred tax asset

9

904

707



85,711

58,698

CURRENT ASSETS




Inventories


235

59

Trade and other receivables

17

98,495

66,723

Cash and cash equivalents


11,684

12,720



110,414

79,502

TOTAL ASSETS


196,125

138,200

 

 



2021

2020


Notes

£'000

£'000

EQUITY




SHAREHOLDERS' EQUITY




Called up share capital

22

7,134

7,132

Share premium

23

13,149

13,139

Equity reserve

23

108

1

Translation reserve

23

(594)

581

Merger reserve

23

3,102

3,102

Retained earnings

23

4,121

5,901

Issued share capital and reserves attributable to the owners of the parent


27,020

29,856

Non-controlling interests


2,170

1,332

TOTAL EQUITY


29,190

31,188

 

LIABILITIES




NON-CURRENT LIABILITIES




Provisions

20

2,191

2,153

Lease liabilities - right-of-use assets

25

50,625

25,376

Interest bearing loans and borrowings

19

-

1,896

Trade and other payables

18

343

132

Deferred tax liability

9

2,011

1,697



55,170

31,254

CURRENT LIABILITIES




Trade and other payables

18

86,219

64,828

Lease liabilities - right-of-use assets

25

9,053

6,864

Interest bearing loans and borrowings

19

16,493

4,066



111,765

75,758

TOTAL LIABILITIES


166,935

107,012

TOTAL EQUITY AND LIABILITIES


196,125

138,200

The notes form part of these financial statements

The financial statements were approved by the Board of Directors on 1 April 2022 and were signed by:

Wim Pauwels


Interim CEO


1 April 2022


 



 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2021



Share

Share

Equity

Translation

Merger

Retained



Total



Capital

Premium

Reserve

Reserve

Reserve

Earnings

Total

NCI

Equity


Notes

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Carried forward
31 December 2020


                  7,132

             13,139

                       1

                      581

               3,102

               5,901

               29,856

                    1,332

               31,188

Contributions by and distribution to owners











Dividends paid

11

 -  

 -  

 -  

 -  

 -  

(2,197)

(2,197)

(508)  

(2,705)

Share options issued




107

 -  

 -  

 -  

107

-

107

Share options exercised


2

10

-

 -  

 -  

 -  

12

-

12

Total contribution by and distribution to owners


 

2

 

10

 

 107

 

 -  

 

 -  

 

(2,197)

 

(2,078)

 

(508)

 

(2,586)

Profit for the year


 -  

 -  

 -  

 -  

 -  

417

417

1,460

1,877

Exchange differences on translation of foreign operations


 -  

 -  

 -  

(1,175)

 -  

 -  

(1,175)

(114)

(1,289)

Total comprehensive income for the year


-  

-  

-  

(1,175)

-  

417

(758)

1,346

588

Balance at 31 December 2021


7,134

13,149

108

(594)

3,102

4,121

27,020

2,170

29,190

 

 

 

 

 



Share

Share

Equity

Translation

Merger

Retained



Total



Capital

Premium

Reserve

Reserve

Reserve

Earnings

Total

NCI

Equity


Notes

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Carried forward
31 December 2019


6,854

11,987

16

70

3,102

6,094

28,123

887

29,010

Contributions by and distribution to owners











Dividends paid

11

278

1,152

-

-

-

(2,066)

(636)

(546)

(1,182)

Transfer on acquisition of











non-controlling interest


-

-

-

-

-

(158)

(158)

158

-

Acquisition of subsidiary


-

-

-

-

-

-

-

(232)

(232)

Share option charge

24

-

-

(15)

-

-

-

(15)

-

(15)

Total contribution by and distribution to owners


278

1,152

(15)

-

-

(2,224)

(809)

(620)

(1,429)

Profit for the year


-

-

-

-

-

2,031

2,031

1,029

3,060

Exchange differences on











translation of foreign operations


-

-

-

511

-

-

511

36

547

Total comprehensive income for the year


-

-

-

511

-

2,031

2,542

1,065

3,607

Balance at 31 December 2020


7,132

13,139

1

581

3,102

5,901

29,856

1,332

31,188

The notes form part of these financial statements



 

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2021



2021

2020


Notes

£'000

£'000

Continuing Operations




Cash flows from operating activities




Cash generated from operations

1

6,721

15,862

Interest paid


(299)

(948)

Tax paid


(1,732)

(848)

Net cash from operating activities


4,690

14,066

Cash flows from investing activities




Purchase of property, plant and equipment

13

(3,262)

(860)

Purchase of intangible fixed assets

12

(309)

(489)

Cash proceeds on disposal of intangible assets


-

397

Cash proceeds on disposal of property, plant and equipment


254

-

Cash proceeds from sale & leaseback


-

2,900

Net cash acquired from acquisitions


-

(3,650)

Cash paid on deferred consideration of acquisition


-

(4,368)

Interest received

8

172

43

Net cash outflow from investing activities


(3,145)

(6,027)





Cash flows from financing activities




New loans in year

19

10,869

1,350

Loan repayments in year

19

(338)

(386)

Share issue (net of share issue costs)


12

-

Dividends paid

11

(2,197)

(636)

Repayment on leases


(9,347)

(7,587)

Non-Controlling interest dividends paid

15

(508)

(546)

Net cash outflow from financing activities


(1,509)

(7,805)





Increase in cash and cash equivalents


36

234





Cash and cash equivalents at beginning of year


12,720

11,951





Effect of foreign exchange rate movements


(1,072)

535

Cash and cash equivalents at end of year


11,684

12,720

The notes form part of these financial statements



 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

1. RECONCILIATION OF PROFIT BEFORE INCOME TAX TO CASH GENERATED FROM OPERATIONS


2021

2020


£'000

£'000

Profit before income tax before ordinary activities

4,287

3,934

Depreciation charges

9,691

7,168

Amortisation charges

1,676

1,730

Profit on disposal of property, plant and equipment

(47)

(787)

Profit on disposal of right of use assets

(143)

-

Loss on disposal of intangible assets

-

339

Finance costs

1,937

1,464

Finance income

(172)

(95)

Share based payments charge

107

(15)

Deferred consideration credit

-

(344)

Disposal of EshopWedrop subsidiaries

-

270


17,336

13,664

Increase/decrease in inventories

(176)

59

Increase in trade and other receivables

(31,520)

(4,998)

Increase in trade and other payables

21,043

6,735

Increase in provisions

38

402

Cash generated from operations

6,721

15,862

2. ACCOUNTING POLICIES

Description of the business

Xpediator Plc (the "Company") is a public limited company, incorporated in England and Wales, United Kingdom. The registered office is 700 Avenue West, Skyline 120 Great Notley, Braintree, Essex, CM77 7AA and the Company registration number is 10397171.

The consolidated financial statements comprise the financial information of the Company and its subsidiary undertakings (together the "Group"). Detail of the entities of the Group are described in Note 14.

Basis of preparation

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the UK issued by the International Accounting Standards Board, under the historical cost convention. Accounting policies have been consistently applied to the periods presented.

The presentation currency used for the preparation of the financial statements is Pounds Sterling (£), which is the currency of choice of the principal investors of the Group. The amounts are rounded to the nearest thousand, unless otherwise stated.

The preparation of financial statements in conformity with IFRSs requires the use of certain accounting estimates. It also requires the directors to exercise their judgement in the process of applying the Group's accounting policies (see Note 2.1 - Critical accounting estimates and judgements).

Going concern

The Group meets its working capital requirements through the receipt of revenues from the provision of its services in the UK and in CEE, the management of capital and operating expenditure, from the working capital and other borrowing facilities available to it and, from time to time, from the issue of equity capital.

Ultimately the receipt of revenues and charges due to the Group depends on the availability of liquidity for the Group's customers and the level of transport and logistics activity in the market.

In 2021, Covid-19 provided a number of challenges nevertheless the Group remained resilient. Demand was good with trading largely normalising in the areas where the pandemic had had an impact in 2020.

We are conscious of the potential headwinds created in the CEE by the tragic geo-political events unfolding in the Ukraine. We are also mindful of inflation and resulting uncertainty around consumer spend. However, trading in 2022 has begun positively. The Group will continue to focus on maximising organic growth opportunities across all businesses as well as on the ongoing assessment of acquisitions which could significantly increase activity and capability longer term.

At 31 December 2021 the Group had cash and cash equivalents of £11,684,000 (2020: £12,720,000). The Group also has funding facilities in place, details of which are set out in note 19 of the financial statements.

Having regard to the above and based on their latest assessment of the budgets and forecasts for the business of the company, the directors consider that there are sufficient funds available to the Group to enable it to meet its liabilities as they fall due for a period of not less than twelve months from the date of approval of the financial statements. The directors therefore consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

Basis of consolidation

The Group financial statements consolidate the financial statements of Xpediator Plc and its subsidiaries drawn up to 31 December each year. Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. The Company has control over a subsidiary if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

The financial statements of subsidiaries are prepared for the same reporting year as the Company, using consistent accounting policies. Intra-group balances and transactions, including unrealised profits arising from intra-Group transactions, have been eliminated. Unrealised losses are eliminated unless the transaction provides evidence of an impairment of the asset transferred. Non-controlling interests represent the equity in subsidiaries that is not attributable, directly or indirectly, to Xpediator Plc.

Subsequent to the merger accounting noted below the consolidated financial statements incorporate the results of business combinations using the acquisition method. In the statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the consolidated income statement from the date on which control is obtained. They are deconsolidated from the date on which control ceases.

Merger accounting

On 25 May 2017, the Company entered into a share swap agreement with the ultimate beneficiaries of Delamode Group Holdings Limited, whereby 4,000,000 new ordinary shares of £1.00 each were issued to the ultimate beneficiaries of Delamode Group Holdings Limited in exchange for their shares in Delamode Group Holdings Limited in the same proportion as their shareholding in Delamode Group Holdings Limited. The merger method of accounting is used to consolidate the results of Xpediator Plc.

On 8 June 2018, the Company issued 1,727,694 new ordinary shares of £0.05 each as part of the deferred consideration of Easy Managed Transport Limited ("EMT"). On 14 July 2018, the Company issued 3,740,648 new ordinary shares of £0.05 each as part of the acquisition of Import Services Limited. On 31 December 2018, the Company issued 84,951 new ordinary shares of £0.05 each as part of the deferred consideration of Regional Express Limited ("Regional"). On 16 May 2019, the Company issued 1,655,876 shares to the former owners of EMT as part of the payment of the deferred consideration relating to the acquisition of the entire equity of EMT in 2017. On 5 December 2019, the Company issued 89,744 shares to the former owners of Regional as part of the payment of the deferred consideration relating to the acquisition of the entire equity of Regional in 2017. The premium on the fair value in excess of the nominal value of shares issued in consideration of business combinations is credited to the merger reserve.

Revenue

The Group generates revenue in the UK and Europe.

The Group operates a number of diverse businesses and accordingly applies a variety of methods for revenue recognition, based on the principles set out in IFRS 15. The revenue and profits recognised in any reporting period are based on the satisfaction of performance obligations and an assessment of when control is transferred to the customer. In determining the amount of revenue and profits to record, and associated statement of financial position items (such as trade receivables, contract assets and contract liabilities), management is required to review performance obligations within individual contracts. This may involve some judgemental areas (for example within the logistics & warehousing business), where revenue is recorded in advance of invoicing the customer.

Revenue is recognised either when the performance obligation in the contract has been performed (so 'point in time' recognition) or 'over time' as control of the performance obligation is transferred to the customer. For all contracts, the Group determines if the arrangement with a customer creates enforceable rights and obligations, which is in line with our contractual commitments and industry standard best practice (for example Convention Relative au Contrat de Transport International de Marchansies par la Route or CMR).

For each performance obligation to be recognised over time, the Group applies a revenue recognition method that faithfully depicts the Group's performance in transferring control of the goods or services to the customer. This decision requires assessment of the real nature of the goods or services that the Group has promised to transfer to the customer. The Group has assessed the period of time principles as follows:

·          The customer receives the benefits of the good being moved from the origin to the destination, as another supplier would not need to re-perform the service performed to date (i.e. the goods have been moved partway).

·          The customer becomes committed to pay the Group the moment that the goods are despatched and collected.

·          The customer accepts that they are liable to pay for the transaction in full although it is the Group's responsibility to ensure that the shipment is in transit before invoicing.

·          The customer can usually be invoiced on despatch/export and has an obligation to pay for services despite any problems that may arise in transit.

·          The Group would hold any third party liable for any issues that happen in transit that is beyond its reasonable control.

The Group recognises that it acts as both an agent and a principal. The Group is a principal if it is responsible for the specified good or service before that good or service is transferred to a customer. The Group is an agent if it is not responsible for arranging for the provision of the specified good or service by another party. In this case, the Group does not control the specified good or service provided by another party before that good or service is transferred to the customer. When the Group acts as an agent, it recognises revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified goods or services to be provided by the other party. The Affinity business (see Affinity section of revenue recognition policy) primarily operates as an agent, and largely recognises only the commission earned as revenue.

Freight Forwarding

Under IFRS 15, freight forwarding revenue is recognised over the period of time based on the principles identified above. Therefore, revenue will consist of freight delivered during the period as well as a proportion of revenue for service delivered that are in process as at the end of the reporting period, which is calculated on a time proportioned basis.

Logistics & Warehousing

Logistics & warehousing revenue is recognised over a period of time. Invoicing varies by contract but is typically in line with work performed. Due to the different contractual arrangements in place, each customer is assessed to determine the amount of work carried out, which has not been invoiced at the date of the Group's reporting period. This revenue is recognised by direct reference to the amount of work carried out to deliver the service and measured relative to cost or over the time period which the warehousing is provided. Judgement is therefore required when determining the appropriate timing and amount of revenue that can be recognised. The revenue from handling of incoming products is recognised when a performance obligation is satisfied, but not invoiced at the reporting date, which is correspondingly accrued on the statement of financial position within contract assets.

Affinity

Revenue is recognised at a point in time only after the performance obligation has been actually been satisfied. Affinity and trucking services revenue largely acts as an agent based on the assessment above, so only commission is recorded as revenue. This largely relates to provision of DKV fuel cards, which enables the customer to purchase fuel, tolls and other services.

In addition, the Affinity business operates as a reseller ferry crossing, where revenue is recorded at a point in time as it is based on the performance obligation being delivered. Revenue for this part of the business is recorded as a principal due to the assessments identified above.

Gross billings (Affinity)

Recoverable disbursements incurred on behalf of our Affinity Division customers based in Romania and the West Balkans include fuel costs, toll charges and breakdown assistance. The gross billings figure is included within the Groups trade payables and receivables but are excluded from consolidated income statement revenue. The gross billing revenue number is a non-statutory measure but is included to make a more meaningful calculation of days sales outstanding and days payable outstanding, so it is important to understand the level of billings going through the sales and purchase ledgers.

Franchise income

Income relating to franchise fees are not recorded as revenues by the Group but are shown as other income. This revenue arises from the sales of services to the franchisees. This income is recognised over a period of time based on when the services have been transferred to the franchisee in accordance with the terms and conditions of the relevant agreements.

Franchise fees comprise of revenue for the initial allocation of the franchise to the respective member, IT support, marketing and the use of the intellectual property.

Business combinations

Acquisitions of subsidiaries and businesses are accounted for using the purchase method. The cost of the business combination is measured as the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. The Group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest's proportionate share of the acquired entity's net identifiable assets.

The acquiree's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3: Business Combinations are recognised at their fair values at the acquisition date.

Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised.

If the cost of the acquisition is less than the Group's interest in the net fair value of the acquiree's identifiable assets, liabilities and contingent liabilities, the difference is recognised directly in the Consolidated Income Statement.

Non-controlling interests

The total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-controlling interests in proportion to their relative ownership interests.

Goodwill

Goodwill arising on the acquisition of a business represents any excess of the fair value of the consideration over the fair value of the identifiable assets and liabilities acquired. The identifiable assets and liabilities acquired are incorporated into the consolidated financial statements at their fair value to the Group.

Goodwill is not amortised but tested for impairment annually. Any impairment is recognised immediately in the consolidated income statement and is not subsequently reversed. On disposal of a business, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

Impairment of non-financial assets (excluding inventories and deferred tax assets)

Impairment tests on goodwill with indefinite useful economic lives are undertaken annually in November as part of the Group's budgeting process, except in the year of acquisition when they are tested at the year-end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly.

Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest Group of assets to which it belongs for which there are separately identifiable cash flows; its Cash Generating Units ("CGUs"). Goodwill is allocated on initial recognition to each of the Group's CGUs that are expected to benefit from a business combination that gives rise to the goodwill. Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognised in other comprehensive income. An impairment loss recognised for goodwill is not reversed.

Foreign currencies

The financial statements of the Group are presented in its reporting currency of Sterling. The functional currency of each Group entity is the currency of the primary economic environment in which the entity operates.

Transactions in foreign currencies during the period have been converted at the rates of exchange ruling on the date of the transaction. Assets and liabilities denominated in foreign currencies have been translated at the rates of exchange ruling on the reporting date. Any gains or losses arising from these conversions are credited or charged to the Consolidated Income Statement.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income and accumulated in the translation reserve.

On disposal of a foreign operation, the cumulative exchange differences recognised in the foreign exchange reserve relating to that operation up to the date of disposal are transferred to the consolidated statement of comprehensive income as part of the profit or loss on disposal.

Financial assets

The Group classifies its financial assets into the categories discussed below, depending on the purpose for which the asset was acquired. The Group only has financial assets classified as held at amortised cost. The financial assets comprise of trade and other receivables and cash and cash equivalents in the consolidated statement of financial position.

Cash and cash equivalents includes cash in hand, deposits held with banks, and - for the purpose of the statement of cash flows - bank overdrafts. Bank overdrafts are shown within loans and borrowings in current liabilities on the consolidated statement of financial position, unless there is a right of set-off between bank accounts across the Group. In this instance, the net cash position will be shown.

These assets arise principally from the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of financial assets where the objective is to hold these assets in order to collect contractual cash flows and the contractual cash flows are solely payments of principal and interest. Trade receivables are recognised initially at the transaction price and other financial assets are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue. They are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

Impairment provisions for current and non-current trade receivables are recognised based on the simplified approach within IFRS 9 using a historical provision matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being recognised within administration costs in the consolidated statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

Impairment provisions for receivables from related parties and loans to related parties are recognised based on a forward looking expected credit loss model. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those for which credit risk has increased significantly, lifetime expected credit losses are recognised, unless further information becomes available contrary to the increased credit risk. For those that are determined to be permanently credit impaired, lifetime expected credit losses are recognised.

Capital management

The Group monitors its risk to a shortage of funds using a recurring liquidity planning tool. This tool considers the maturity of both its financial investments and financial assets (e.g. accounts receivables, other financial assets) and projected cash flows from operations.

The Group's objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, invoice discounting and long-term loan finance.

Financial liabilities

The Group classifies its financial liabilities into two categories - other financial liabilities and fair value through profit and loss:

Other financial liabilities

The Group's other financial liabilities include bank loans, confidential invoice discounting facility, trade and other payables and accruals. Bank borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the consolidated statement of financial position. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.

Fair value through profit and loss

This category only comprises of the element of deferred consideration on business combinations, which is contingent on the performance of the acquired businesses.

Share capital

Financial instruments issued by the Company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The company's ordinary shares are classified as equity instruments.

Leased assets

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.

The Group assesses at inception whether the contract is, or contains, a lease. A lease exists if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group assessment includes whether:

·          the contract involves the use of an identified asset;

·          the Group has the right to obtain substantially all of the economic benefits from the use of the asset throughout the contract period; and

·          the Group has the right to direct the use of the asset.

At the commencement of a lease, the Group recognises a right-of-use asset along with a corresponding lease liability.

The lease liability is initially measured at the present value of the remaining lease payments, discounted using the individual entities incremental borrowing rate. The lease term comprises the non-cancellable period of the contract, together with periods covered by an option to extend the lease where the Group is reasonably certain to exercise that option based on operational needs and contractual terms. Subsequently, the lease liability is measured at amortised cost by increasing the carrying amount to reflect interest on the lease liability and reducing it by the lease payments made. The lease liability is remeasured when the Group changes its assessment of whether it will exercise an extension or termination option.

Right-of-use assets are initially measured at cost, comprising the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date, lease incentives received and initial direct costs. Subsequently, right-of-use assets are measured at cost, less any accumulated depreciation and any accumulated impairment losses, and are adjusted for certain remeasurements of the lease liability.

The incremental borrowing rate is calculated on a lease by lease basis. The weighted average lessee's borrowing rate applied to the lease liabilities is 3.38% (2020 - 3.27%).

Depreciation is calculated on a straight-line basis over the length of the lease. The Group has elected to apply exemptions for short-term leases and leases for which the underlying asset is of low value. For these leases, payments are charged to the income statement on a straight-line basis over the term of the relevant lease. Right-of-use assets are presented within non-current assets on the face of the statement of financial position, and lease liabilities are shown separately on the statement of financial position in current liabilities and non-current liabilities depending on the maturity of the lease payments.

Under IFRS 16, right-of-use assets will be tested for impairment in accordance with IAS 36 Impairment of Assets. This has replaced the previous requirements to recognise a provision for onerous lease contracts.

Payments associated with short-term leases are recognised on a straight-line basis as an expense in the profit or loss. Short term leases are leases with a lease term of 12 months or less.

Externally acquired intangible assets

Externally acquired intangible assets, other than Goodwill, are initially recognised at cost and subsequently amortised on a straightline basis over their useful economic lives.

Intangible assets are recognised on business combinations if they are separable from the acquired entity or give rise to other contractual/legal rights. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques (see section related to critical estimates and judgements below).

The significant intangibles recognised by the Group, their useful economic lives and the methods used to determine the cost of intangibles acquired in a business combination are as follows:

Intangible asset

Useful economic life

Valuation method

Licences and trademarks

3-25 years

Multiple of historic profits

Customer Related

6-10 Years

Excess Earning Model

Technology Based

5 Years

Replacement Cost

Taxation

The charge for current tax is based on the taxable income for the period. The taxable result for the period differs from the result as reported in the statement of comprehensive income because it excludes items which are not assessable or disallowed and it further excludes items that are taxable and deductible in other years. It is calculated using tax rates that have been enacted or substantially enacted by the statement of financial position date.

Deferred income tax is provided using the liability method, for all temporary differences arising between the tax bases of assets and liabilities and their carrying values for financial reporting purposes.

Deferred tax assets are recognised only to the extent that future taxable profit will be available such that realisation of the related tax benefits is probable. The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/ (assets) are settled/(recovered).



 

Property, plant and equipment

Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable costs and the estimated present value of any future unavoidable costs of dismantling and removing items. The corresponding liability is recognised within provisions.

Freehold land is not depreciated. Depreciation on assets under construction does not commence until they are complete and available for use. Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates:

 

Freehold buildings

2%-10% per annum straight line

Fixtures and fittings

20-33% per annum straight line/10% - 25% on reducing balance

Computer equipment

33% per annum straight line/20% - 50% on reducing balance

Motor vehicles

25-33% per annum straight line/20% - 25% on reducing balance

Dividends

Dividends are recognised when they become legally payable. In the case of final dividends, this is when approved by the shareholders at the annual general meeting.

Holiday pay accrual

All employees accrue holiday pay during the calendar year, the board encourages all employees to use their full entitlement throughout the year, however in the unlikely case that an employee has untaken holiday pay this is accrued for at the daily salary costs, including costs of employment, such as social security.

Staff pensions

The Group does not operate a pension scheme for its employees however it does make payments to defined contribution pension schemes on behalf of employees in the UK in accordance with auto enrolment legislation. The payments made are recognised as an expense in the period to which they relate.

Share-based payments

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest. At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest. The impact of the revision of the original estimates, if any, is recognised in profit or loss over the remaining vesting period, with a corresponding adjustment to the equity-settled employee benefits reserve.

Equity-settled share-based payment transactions with other parties are measured at the fair value of the goods or services received, except where the fair value cannot be estimated reliably, in which case they are measured at the fair value of the equity instruments granted, measured at the date the entity obtains the goods or the counterparty renders the service.

Exceptional items

The Group has adopted an accounting policy and income statement format which seeks to highlight unusual significant items of income and expense within Group result for the year. The Directors consider that this presentation provides a more representative analysis of the Group performance by highlighting the impact of one-off items. Such items may include significant restructuring costs, profits or losses on disposal or termination of operations, gains or losses on disposal of investments, significant impairment of assets, and significant costs incurred in the relocation of operations.

Provisions

The Group has recognised provisions for liabilities of the uncertain timing or amount for leasehold dilapidations. The provision is measured at the best estimate of the expenditure required to settle the obligation at the reporting date, discounted at a pre-tax rate reflecting current market assessments of the time value of money and risks specific to the liability. The provision takes into account the potential that the properties in question may be sublet for some or all of the remaining lease term.

2.1 Critical Accounting Estimates and Judgements

The Group makes certain estimates and assumptions regarding the future. Management also needs to exercise judgement in applying the Group's accounting policies. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.

2.1.1 Principal estimates

·          Estimated impairment of intangible assets (including goodwill)

The Group annually tests whether the carrying value of intangible assets (including goodwill) has suffered any impairment. These calculations require the use of estimates, both in arriving at the expected future profitability of the cash generating units (CGUs) and the application of a suitable discount rate in order to calculate the present value of these flows. As the impairment of the CGUs is based on a future forecast, the Group has used a level of judgement around key assumptions of future cashflows greater than 12 months. At 31 December 2021, the carrying value of intangible assets (including goodwill) is £21,922,000 (2020 - £23,443,000). Details of the impairment and sensitivity of cashflows are disclosed in note 12.

·          Trade receivables

In accordance with IFRS 9, the Group assesses whether the credit risk has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial instrument both due within one year and more than one year as at the reporting date with the risk of a default occurring on the trade receivable as at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort. The Group has trade receivables less provision for expected credit losses at the year-end of £77,699,000 (2020 - £55,032,000).

·          Deferred Tax

Deferred tax assets have been recognised in relation to trading losses generated in the entities, these have been restricted to those instances where it is probable that the assets will be utilised against future trading profits. The Group has recognised a deferred tax asset of £904,000 (2020 - £707,000) and a deferred tax liability of £2,011,000 (2020 - £1,697,000).

3. REVENUE ANALYSIS BY COUNTRY


2021

2020


£'000

£'000

United Kingdom

114,943

83,194

Lithuania

91,261

63,988

Romania

40,582

33,640

Bulgaria

33,369

25,635

Serbia

8,307

6,629

Other

8,132

8,140

Total revenue

296,594

221,226

The table below shows revenue by timing of transfer of goods and services:

3A) REVENUE FROM CONTRACTS WITH CUSTOMERS 


2021

2020


£'000

£'000

Over a period of time

290,318

215,483

At a point in time

6,276

5,743

Total revenue

296,594

221,226

Revenue is derived from three main divisions: Transport solutions, referred to as Affinity, Freight Forwarding, and Logistics & warehousing, as detailed in note 7.

3B) CONTRACT ASSETS


2021

2020


£'000

£'000

At 1 January

1,335

1,367

Net movement for the year

4,921

(32)

At 31 December

6,256

1,335

Contract assets are included within trade and other receivables on the face of the statement of financial position.

By the nature of the Group's invoicing procedures, then the Group does not have any contract liabilities.

3C) NON-CURRENT ASSETS BY COUNTRY


2021

2020


£'000

£'000

United Kingdom

70,493

42,277

Romania

7,806

8,796

Bulgaria

699

782

Lithuania

6,547

6,432

Serbia

102

124

Other

64

287

Total Non Current Assets

85,711

58,698

4. OTHER OPERATING INCOME

Other operating income arises mainly from sundry services executed by the Group, not being freight forwarding, logistics and warehousing or affinity services. Since this is not considered to be part of the main revenue generating activities, the Group presents this income separately from revenue.

 


2021

2020


£'000

£'000

Recharges to Franchise members

1,098

833

Recovery of fines/penalties

(90)

74

Rental income

20

64

Other

450

279


1,478

1,250

5. OPERATING PROFIT


2021

2020


£'000

£'000

Operating profit is stated after charging/(crediting):



Hire of plant and machinery

526

593

Depreciation - owned assets (note 13)

1,108

915

Depreciation - right of use assets (note 25)

8,583

6,253

Amortisation of intangible assets (note 12)1

1,676

1,730

Auditors' remuneration

320

313

Gain on disposal of property, plant and equipment

(47)

(787)

Gain on disposal of right of use assets

(143)

-

Loss on disposal of intangible assets (Note 12)

-

339

Insurance costs

1,684

1,053

Property/Municipal Taxes

2,100

1,794

Legal costs

273

259

Exceptional Items (note 27)

2,610

1,377

Bad debt costs (note 17)

1,475

853

Credit note provisions on Benfleet vendor income

-

24

Foreign exchange (gains)/losses

(344)

603

Staff expenses (note 6)

29,037

24,593

IT costs

1,665

2,149

Other administration expenses

13,296

9,472

Total

63,819

51,533

1Amortisation charges on the Group's intangible assets are recognised in the administrative expenses line item in the consolidated income statement.

The remuneration paid to Crowe U.K. LLP and its associates; the Group's external auditors is as follows:


2021

2020


£'000

£'000

Audit and Audit Related Services



The audit of the Company and Group financial statements

114

94

The audit of the financial statements of subsidiaries of the Group

196

209

Other assurance services

10

10

Total audit and audit related services

320

313

6. EMPLOYEE BENEFIT EXPENSES


2021

2020


£'000

£'000

Employee benefit expenses (including directors) comprise:



Wages and salaries

26,440

22,555

Short-term non-monetary benefits

447

124

Share based payments

88

(15)

Defined contribution pension cost

367

344

Social security contributions and similar taxes

1,695

1,585

Total

29,037

24,593

Key management personnel compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, including the directors of the Company.


2021

2020


£'000

£'000

Salary and bonuses

1,985

1,724

Compensation for loss of office

202

-

Short-term non-monetary benefits

27

53

Share based payments

19

-

Defined contribution pension cost

44

26

Total

2,277

1,803

Directors' remuneration


2021

2020


£'000

£'000

Salary and bonuses

907

856

Compensation for loss of office

202

458

Other remuneration

24

35

Share based payments

10

-

Defined contribution pension cost

11

-

Total

1,154

1,349

 



 

Other remuneration comprises of private family medical cover, company car and insurance benefits.

Total remuneration regarding the highest paid Director is as follows:


2021

2020


£'000

£'000

Total aggregate remuneration

617

760

The average number of employees (including directors) during the year was as follows:


2021

2020

Freight forwarding

754

439

Logistics

550

471

Other

128

170

Total

1,432

1,080

 

7. SEGMENTAL ANALYSIS

Types of services from which each reportable segment derives its revenues

The Group had three main divisions: Transport Solutions, referred to as Affinity, Freight Forwarding, and Logistics & Warehousing. All revenue is derived from the provision of services.

·          Freight Forwarding - This division is the core business and relates to the movement of freight goods across Europe. This division accounts for the largest proportion of the Group's business, generating 79% of its external revenues. (2020 - 77%)

·          Affinity - This division is the Transport Solution's arm of the Group. It focuses on the reselling of DKV fuel cards, leasing, ferry crossings and other associated transport related services. This division accounts for 2% of the Group's business in terms of revenue (2020 - 3%)

·          Logistics & Warehousing - This division is involved in the warehousing and domestic distribution; delivering 19% of the Group's external revenues in 2021 (2020 - 20%).

Factors that management used to identify the Group's reportable segments

The Group's reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies.

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision maker has been identified as the management team comprising the Divisional Chief Operating Officers, the Chief Executive Officer and the Chief Financial Officer.

Measurement of operating segment profit or loss

The Group evaluates segmental performance on the basis of profit or loss from operations calculated in accordance with IFRS. Segment assets and liabilities are measured in the same way in the financial statements, and they are allocated based on the operations of the segment.

Inter-segment sales are priced at market rates and at arm's length basis, along the same lines as sales to external customers. This policy was applied consistently throughout the current and prior period.


Freight

Logistics &





Forwarding

Warehousing

Affinity

Overheads

Total


2021

2021

2021

2021

2021


£'000

£'000

£'000

£'000

£'000

Gross billings

234,182

56,136

145,919

-

436,237

Less recoverable disbursements

-

-

(139,643)

-

(139,643)

Total revenue

234,182

56,136

6,276

-

296,594

Inter-segmental revenue

(607)

607

-

-

-

Total revenue from external customers

233,575

56,743

6,276

-

296,594

Depreciation & amortisation






(excluding right-of-use asset depreciation)

(973)

(1,482)

(49)

(280)

(2,784)

Segment profit before central overhead allocation






(excluding exceptional items)

9,673

1,498

2,355

(4,864)

8,662

Allocation of central overheads

(1,615)

(802)

(79)

2,496

-

Segment profit after central overhead allocation






(excluding exceptional items)

8,058

696

2,276

(2,368)

8,662

Net finance costs





(1,765)

Exceptional items





(2,610)

Profit before income tax





4,287

Total segment assets

88,065

71,281

25,917

10,862

196,125

Total segment equity & liabilities

88,065

71,281

25,917

10,862

196,125

 



 


Freight

Logistics &





Forwarding

Warehousing

Affinity

Overheads

Total


2020

2020

2020

2020

2020


£'000

£'000

£'000

£'000

£'000

Gross billings

170,996

45,595

126,390

-

342,981

Less recoverable disbursements

-

-

(120,647)

-

(120,647)

Total revenue

170,996

45,595

5,743

-

222,334

Inter-segmental revenue

-

(1,108)

-

-

(1,108)

Total revenue from external customers

170,996

44,487

5,743

-

221,226

Depreciation & amortisation






(excluding right-of-use asset depreciation)

(793)

(1,461)

(49)

(342)

(2,645)

Segment profit before central overhead allocation






(excluding exceptional items)

6,795

2,619

2,311

(5,045)

6,680

Allocation of central overheads

(1,210)

(1,004)

(67)

2,281

-

Segment profit after central overhead allocation






(excluding exceptional items)

5,585

1,615

2,244

(2,764)

6,680

Net finance costs





(1,369)

Exceptional items





(1,377)

Profit before income tax





3,934

Total segment assets

64,407

34,475

29,670

9,648

138,200

Total segment equity & liabilities

64,407

34,475

29,670

9,648

138,200

 

8. NET FINANCE COSTS


2021

2020


£'000

Finance income:



Deposit account interest

143

43

Interest receivable on Benfleet vendor income

29

Total finance income

172

Finance costs:



Unwind of discount on deferred consideration

-

140

Bank loan & confidential invoicing discount interest

352

324

Right-of-use asset interest

1,585


1,937

Net finance costs

1,765

 

9. INCOME TAX

Analysis of tax expense


2021

2020


£'000

£'000

Current tax:



Tax on profits for the year

2,338

1,748

Adjustments in respect of prior periods

(60)

(16)

Total current tax payable

2,278

1,732

Deferred tax credit

132

(858)

Total tax expense in consolidated statement of profit or loss

2,410

874

 

The reconciling items for the difference between the actual tax charge for the year and the standard rate of corporation tax in UK (the ultimate parent company's tax residency) applied to profits for the year are as follows:


2021

2020


£'000

£'000

Profit before tax

4,287

3,934

UK tax charge at 19%

814

57

Overseas tax charge

(616)

1,460

Expenses not deductible for tax purposes

728

116

Movement in deferred tax

(134)

(858)

Remeasurement of deferred tax - change in the UK tax rate

266

-

Unrecognised deferred tax

1,826

219

Adjustment in respect of prior periods

(60)

(16)

Other

(414)

(104)

Total tax expense

2,410

874

 



 

Deferred Tax


2021

2020

Assets - Arising from Trading losses

£'000

£'000

Balance as at 1 January

707

210

Movement in the year as a result of trading

(20)

497

Effect of change in rate of taxation

217

-

Balance as at 31 December

904

707

 


2021

2020

Liabilities

£'000

£'000

Balance as at 1 January

(1,697)

(1,968)

Recognised on the acquisition of subsidiaries

-

(90)

Release to income statements

154

361

Effect of change in rate of taxation

(483)

-

Movement in foreign exchange

15

-

Balance as at 31 December

(2,011)

(1,697)

The deferred tax asset relates to losses carried forward at the rate of tax in the relevant jurisdiction.

In the Spring Budget 2020, the UK Government announced that from 1 April 2020 the corporation tax rate would remain at 19% (rather than reducing to 17%, as previously enacted). The Government made a number of budget announcements on 3 March 2021. These include confirming that the rate of corporation tax will increase to 25% from 1 April 2023. This new law was substantively enacted on 24 May 2021. Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.

In the prior year, the Group recognised a deferred tax asset of £497,000 based on the predicted UK Group profits between 2021 to 2023. There was no realisation of the deferred tax asset during the year due to the exceptional expenses incurred in the period. The Group now expects the deferred tax asset to be realised between 2022 and 2024.

In addition, the Group has potential deferred tax assets for trading losses totalling £3,170,000 (2020: £1,252,000) arising from certain subsidiaries across the Group. These assets have not been recognised due to insufficient certainty that the suitable profits will be generated in the foreseeable future.

The deferred tax liabilities relate to liabilities arising as part of the Group's acquisitions.

 

10. EARNINGS PER SHARE


2021

2020


'000

'000

Basic weighted average number of shares

141,660

138,889

Potentially dilutive share options

267

55

Diluted weighted average number of shares

141,927

138,944

 


£'000

£'000

Profit for the year attributable to owners of the parent company

417

2,031

Earnings pence per share - basic

0.29

1.46

Earnings pence per share - diluted

0.29

1.46

Profit for the year attributable to owners of the parent company

417

2,031

Exceptional items (note 27)

2,610

1,377

Amortisation of intangible assets arising from acquisitions (note 12)

1,472

1,464

Unwind of discount in deferred consideration

-

140

Additional interest charge due to IFRS16 accounting standard change

714

376

Add back of discount on deferred consideration

-

(52)

Profit for the year attributable to owners of the parent company excluding exceptional items

5,213

5,336

Earnings pence per share - basic excluding exceptional items

3.68

3.84

Earnings pence per share - diluted excluding exceptional items

3.67

3.84

11. DIVIDENDS


2021

2020


£'000

£'000

Final dividend of 0.60p (2020: 1.05p) per ordinary share

850

1,487

Interim dividend of 0.50p (2020: 0.45p) per ordinary share

709

636

Subject to approval by shareholders, the Board is recommending a final dividend of 0.60p per share to be paid to shareholders on 1 July 2022. Taken with the first interim dividend of 0.50p per share, this takes the total dividend to 1.10p per share (2020: 1.50p per share). The Board believe it is the right decision to be cautious at this time given the tragic events unfolding in Ukraine and has proposed a lower final dividend than the prior year. However, if as expected the working capital impact on the Group remains small then the Board will look to pay a special dividend during 2022.

The proposed final dividend will be payable to shareholders on the register on 20 May 2022, with the ex-dividend date being 19 May 2022.



 

12. INTANGIBLE ASSETS

Group




Customer

Technology



Licences

Goodwill

Related

Related

Total

COST

£'000

£'000

£'000

£'000

£'000

At 1 January 2021

3,234

14,160

12,258

510

30,162

Additions

309

-

-

-

309

Disposals

(90)

-

-

-

(90)

Exchange differences

(66)

-

-

-

(66)

At 31 December 2021

3,387

14,160

12,258

510

30,315

AMORTISATION






At 1 January 2021

751

1,845

3,871

252

6,719

Charge for the year

204

-

1,370

102

1,676

Disposals

(90)

-

-

-

(90)

Exchange differences

87

-

-

-

87

At 31 December 2021

952

1,845

5,241

354

8,392

NET BOOK VALUE






At 31 December 2021

2,435

12,315

7,017

156

21,923

At 1 January 2021

2,483

12,315

8,387

258

23,443

 

 

 




Customer

Technology



Licences

Goodwill

Related

Related

Total

COST

£'000

£'000

£'000

£'000

£'000

At 1 January 2020

3,248

14,166

12,057

510

29,981

Additions

489

-

-

-

489

Acquired through business combinations

-

221

424

-

645

Disposals

(579)

(227)

(223)

-

(1,029)

Exchange differences

76

-

-

-

76

At 31 December 2020

3,234

14,160

12,258

510

30,162

AMORTISATION






At 1 January 2020

660

1,845

2,620

150

5,275

Charge for the year

266

-

1,362

102

1,730

Disposals

(182)

-

(111)

-

(293)

Exchange differences

7

-

-

-

7

At 31 December 2020

751

1,845

3,871

252

6,719

NET BOOK VALUE






At 31 December 2020

2,483

12,315

8,387

258

23,443

At 1 January 2020

2,588

12,321

9,437

360

24,706

The goodwill included in the above note, relates to acquisition of Pallet Express Srl in January 2016, Easy Managed Transport Limited in March 2017, Benfleet Forwarding Limited in October 2017, Regional Express Limited in November 2017, Anglia Forwarding Group Limited in June 2018, Import Services Limited in July 2018, International Cargo Centre Limited in April 2020 and Nidd Transport Limited in October 2020.

The Group disposed of its goodwill and customer related intangible asset in UK Buy on 31 December 2020.

Annual test for impairment

The Group carries out its impairment tests annually in November as part of the budget process and all newly acquired entities are also reviewed for impairment at the reporting date.

Upon acquisition the goodwill and other intangibles are calculated at Cash Generating Unit ("CGU") level, these are then measured based on forecast cash flow projections, the first year of which is based on the CGU's current annual financial budget which has been approved by the board. During the prior year, the Directors reviewed the CGU's to bring this in line with the integration of the Freight Forwarding and Logistics businesses, as well as the internal reporting of these businesses. As a result, the Anglia Forwarding Group Limited, International Cargo Centre Limited and Benfleet Forwarding Limited business are assessed as one CGU (collectively known as Delamode Anglia Limited), whilst Import Services Limited and Easy Managed Transport Limited are also assessed as one CGU (collectively known as Delamode Logistics Limited).

The cash flow projections for years two to five have been derived based on growth rates that are considered to be in line with the market expectations.

The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the determination of a discount rate in order to calculate the present value of the cash flows.

In determining the future free cash flow, the main drivers have been revenue and Earnings Before Interest and Tax ("EBIT") margins, with margins remaining at expected levels.



 

The directors have reviewed the future profit and cash flow forecasts for the next five years and applying a discount rate of between 11.4%-12.6% to the cash flow projections when determining the net present value of these cash flow. The Directors believe there is sufficient headroom in the value of the CGUs to not have to impair the goodwill.

Key assumptions used in the impairment calculations are as follows:



Short term

Long Term


Impairment

Revenue

Revenue

Entity

WACC %

Growth Rate %

Growth Rates %

Pallet Express Srl

11.4

7.1 to 18.7

3.0

Delamode Logistics Limited

12.6

7.6 to 10.9

3.0

Delamode Anglia Limited

12.6

5.0 to 16.6

2.5

Regional Express Limited

12.2

2.0 to 6.7

2.0

Nidd Transport Limited

12.2

7.6 to 15.3

3.0

The WACC of the Group has been calculated at a rate of between 11.4%-12.6% with each CGU being adjusted to take into consideration a specific Company premium risk factor.

The short-term growth rate for each CGU uses several factors including the expected new business or the loss of existing business. These growth rates are based on the internal three-year plans submitted by local management and reviewed through a thorough board process during the annual budget cycle.

Sensitivity to changes in key assumptions

The Group has conducted sensitivity analysis on the impairment test of the CGU's classified within continuing operations. The directors believe that there is sufficient headroom in the value of the business to not have to impair the goodwill so accordingly, no impairment provision was recognised in the year (2020 - £nil).

13. PROPERTY, PLANT AND EQUIPMENT


Freehold

Fixtures

Motor

Computer



property

and fittings

vehicles

equipment

Totals

Group

£'000

£'000

£'000

£'000

£'000

COST






At 1 January 2021

258

2,666

1,024

2,745

6,693

Additions

106

1,717

145

1,294

3,262

Disposals

(31)

(74)

(209)

(160)

 (474)

Exchange differences

(11)

(61)

(39)

(55)

 (166)

At 31 December 2021

322

4,248

921

3,824

9,315

DEPRECIATION






At 1 January 2021

97

1,462

671

1,767

3,997

Charge for the year

35

513

61

499

1,108

Eliminated on disposal

 (8)

 (70)

 (176)

 (12)

 (266)

Exchange differences

 (3)

 (24)

 (27)

 (33)

(87)

At 31 December 2021

121

1,881

529

2,221

4,752

NET BOOK VALUE






At 31 December 2021

201

2,367

392

1,603

4,563

At 1 January 2021

161

1,204

353

978

2,696

 

 

 

Freehold

Fixtures

Motor

Computer



property

and fittings

vehicles

equipment

Totals

Group

£'000

£'000

£'000

£'000

£'000

COST






At 1 January 2020

269

2,330

759

2,335

5,693

Additions

20

280

145

415

860

Additions acquired with subsidiary

2,104

61

107

58

2,330

Disposals

(2,104)

(36)

(9)

(92)

(2,241)

Exchange differences

(31)

31

22

29

51

At 31 December 2020

258

2,666

1,024

2,745

6,693

DEPRECIATION






At 1 January 2020

60

1,078

594

1,445

3,177

Charge for the year

38

405

77

395

915

Eliminated on disposal

-

(36)

(9)

(92)

(137)

Exchange differences

(1)

15

9

19

42

At 31 December 2020

97

1,462

671

1,767

3,997

NET BOOK VALUE






At 31 December 2020

161

1,204

353

978

2,696

At 1 January 2020

209

1,252

165

890

2,516

 



 

14. SUBSIDIARIES

The subsidiaries of Xpediator Plc, all of which have been included in these consolidated financial statements, are as follows:

 




Proportion of

Proportion of




ownership

ownership


Registered

Country of

interest

interest

Name

Office

incorporation

2021

2020

Delamode Holdings Ltd

1

United Kingdom

100%

100%

Delamode Distribution UK Ltd

1

United Kingdom

51%

51%

Delamode Plc

1

United Kingdom

100%

100%

Delamode Property Ltd

1

United Kingdom

100%

100%

Xpediator Services Limited

1

United Kingdom

100%

100%

Easy Managed Transport Limited

1

United Kingdom

100%

100%

Benfleet Forwarding Limited

1

United Kingdom

100%

100%

Regional Express Limited

1

United Kingdom

100%

100%

Delamode International Logistics Ltd (formerly Import Services Ltd) 

1

United Kingdom

100%

100%

Anglia Forwarding Group Limited

1

United Kingdom

100%

100%

Delamode Anglia Ltd (formerly Anglia Forwarding Ltd) 

1

United Kingdom

100%

100%

Traker International Limited

1

United Kingdom

100%

100%

Delamode Nidd Ltd (formerly Nidd Transport Ltd) 

1

United Kingdom

100%

100%

International Cargo Centre Limited

1

United Kingdom

100%

100%

Affinity Transport Solutions Srl

2

Romania

100%

100%

Delamode Moldova Srl

3

Moldova

100%

100%

Delamode Bulgaria OOD

4

Bulgaria

90%

90%

Delamode Balkans DOO

5

Serbia

100%

100%

Affinity Balkans DOO

6

Montenegro

100%

100%

Delamode Macedonia

7

Macedonia

100%

100%

Delamode Baltics UAB

8

Lithuania

80%

80%

Delamode Estonia OÜ

9

Estonia

80%

80%

Delamode Romania Srl

2

Romania

100%

100%

Affinity Leasing IFN

2

Romania

99.95%

99.95%

Delamode Group Limited

10

Malta

100%

100%

Delamode Group Holdings Limited

10

Malta

100%

100%

Pallet Express Srl

11

Romania

100%

100%

Pallex Hungary

12

Hungary

100%

100%

Regional Express Gmbh

13

Germany

100%

100%

Delamode Group Holdings Limited, Easy Managed Transport Limited, Benfleet Forwarding Limited, Regional Express Limited, Import Services Limited, Anglia Forwarding Group Limited and Delamode Nidd Limited are the only Subsidiaries held directly by Xpediator Plc.

1         700 Avenue West, Skyline 120, Braintree, Essex, CM77 7AA, United Kingdom

2         Bd. Timisoara, nr 111-115 Sector 6, Bucharest, 061327, Romania

3         Bd. Moscova 21/5 of. 1011 MD-2068, Chisinau, Republic of Moldova

4         361 Tsarigradsko Shose Boulevard, 1582, Sofia, Bulgaria

5         Bulevar Oslobodenja 113, 11010 Vozdovac, Belgrade, Serbia

6         Dzordza, Vasingtona 51/43, Podgorica, 81000, Montenegro

7         Stefan Jakimov Dedov 14/1 1, 1000 Skopje, Macedonia

8         Eiguliu G, 2 03150, Vilnius, Lithuania

9         Parnu mnt. 139/C-1 11317, Tallinn, Estonia

10       Europa Business Centre, Level 3 - Suite 701, Dun Karn Street Birkirkara BKR 9034, Malta

11       Stefan cel Mare street, no. 193, Sibiu, 550321, Romania

12       1141 Budapest Szuglo utcs 82, Hungary

13       Darmstadter Landstrasse 116, Frankfurt, 60598, Germany

 

 

The following companies are entitled to exemption from audit under Section 479A of the UK Companies Act 2006 relating to subsidiary companies:

Company

Registration

Delamode Property Limited

06895332

Traker International Limited

02068943

International Cargo Centre Limited

02932640

Xpediator Services Limited

09724594

15. NON-CONTROLLING INTERESTS

Non-controlling interests ("NCI") held in the Group are as follows:


2021

2020

Delamode Baltics UAB

20.0%

20.0%

Delamode Estonia OÜ

20.0%

20.0%

Delamode Bulgaria EOOD

10.0%

10.0%

Affinity Leasing IFN

0.05%

0.05%

Delamode Distribution UK Limited

49.0%

49.0%

The summarised financial information in relation to Delamode Bulgaria and Delamode Baltics before intra-Group eliminations, is presented below together with amounts attributable to NCI:

 


Delamode

Delamode


Bulgaria

Baltics UAB


£'000

£'000

Total NCI b/f 2021

161

944

Non-controlling interest in results for the year

118

1,193

Non-controlling interest in dividends for the year

(64)

 (332)

Non-Controlling Interest in translation adjustment

(14)

 (90)

Total NCI c/f 2021

201

1,715







Delamode

Delamode




Bulgaria

Baltics UAB




£'000

£'000

Share Capital



-

5

Reserves



201

1,710

Total NCI c/f 2021

201

1,715

 

 


Delamode Bulgaria

Delamode Baltics UAB


2021

2020

2021

2020


£'000

£'000

£'000

£'000

Revenue

34,428

26,276

93,066

65,685

Cost of sales

(30,598)

(23,215)

(78,135)

(56,208)

Gross profit

3,830

3,061

14,931

9,477

Administrative expenses

(2,522)

(2,022)

(8,298)

(5,602)

Other income

21

46

164

173

Operating profit

1,329

1,085

6,797

4,048

Finance costs

(15)

(18)

217

48

Profit before tax

1,314

1,067

7,014

4,096

Tax expense

(132)

(106)

(1,051)

(622)

Profit after tax

1,182

961

5,963

3,474

Profit after tax attributable to non-controlling interests

118

96

1,193

695

 



 

 


Delamode Bulgaria

Delamode Baltics UAB


2021

2020

2021

2020

For the year to 31 December

£'000

£'000

£'000

£'000

Assets:





Non-current trade and receivables

17

13

   465

   927

Property plant and equipment

   702

   782

   240

   131

Inventories

13

  9

   175

 -

Trade and other debtors

7,462

4,932

22,010

11,657

Cash and cash equivalents

   914

1,156

1,495

2,336


9,108

6,892

24,385

15,051

Liabilities:





Trade and other payables

7,099

5,282

15,812

10,329

Loans and other borrowings

 -

 -

 -

 -


7,099

5,282

15,812

10,329

Total net assets

2,009

1,610

8,573

4,722

Accumulated non-controlling interests

   201

   161

1,715

   944

 

 

The NCI of all the other shareholders, that are not 100% owned by the Group are considered to be immaterial.

 

16. INVESTMENTS

Cost


Investment

£'000

At January 2021


1

Movement


(1)

At December 2021


-

Net Book Value



At 31 December 2021


-

 

17. TRADE AND OTHER RECEIVABLES


2021

2020

Group

£'000

£'000

Current:



Trade receivables

82,127

58,008

Less: provision for impairment of trade receivables

(4,428)

(2,976)


77,699

55,032

Current financial assets

5,082

3,624

Prepayments and contract assets

10,845

3,987

Other receivables

4,869

4,080

Total

98,495

66,723

Non-Current



Trade and other receivables

-

252

Current financial assets relate to the security deposits held by DKV on behalf of the Group which are refundable on termination of the agreement which can be served giving three months' notice hence they are classed as current assets.

Included within other receivables due within one year is an amount due of £2,100,000 (2020 - £1,782,000) from the Vendors of Benfleet Forwarding Limited.

Trade receivables in the prior year include a balance due from Simplu Romania of £92,000 in the prior year. This debt was guaranteed by the Directors of Delamode Holdings BV, who are a related party to the Xpediator Group.  There were no balances outstanding from Simplu Romania at 31 December 2021.

Additionally, trade receivables in the prior year include a total amount of £300,000 due from Inert Logistics LLP following the acquisition of the EshopWedrop Business. At 31 December 2021, total outstanding balances from Inert Logistics LLP in trade receivables were £19,000.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision for trade receivables and contract assets. To measure expected credit losses on a collective basis, trade receivables and contract assets are grouped based on similar credit risk and aging. The contract assets have similar risk characteristics to the trade receivables for similar types of contracts.

The expected loss rates are based on the Group's historical credit losses experienced. The historical loss rates are then adjusted to reflect current and forward-looking information, any known legal and specific economic factors, including the credit worthiness and ability of the customer to settle the receivable.

The movements in the impairment allowance for trade receivables are as follows:


2021

2020

Group

£'000

At 1 January

2,976

2,465

Increase during the year

1,475

853

Impairment losses reversed

189

20

Receivable written off during the year as uncollectible

(212)

At 31 December

4,428

At 31 December 2021, the lifetime expected loss provision for trade receivables and contract assets is as follows:

 



Current

More than 30 Days Past Due

More than 60 Days Past Due

More than 90 Days Past Due

Total



£'000

£'000

£'000

£'000

£'000

Expected loss rate


1.2%

12.9%

6.0%

74.9%


Gross carrying amount


80,901

2,197

1,128

4,157

88,383

Loss provision


963

283

68

3,114

4,428

 

18. TRADE AND OTHER PAYABLES


2021

2020

Group

£'000

£'000

Current:



Trade and other payables

72,094

55,557

Amounts owed to related parties

-  

97

Social security and other taxes

2,032

3,283

Other creditors

6,760

3,277

Accruals

5,333

2,614

Total Trade and other payables

86,219

64,828

Non-current



Trade and other payables

343

132

 

19. BANK AND OTHER LOANS


2021

2020

Group

£'000

£'000

Current:



Bank loans

1,891

334

Confidential invoice discounting facility

14,602

3,732


16,493

4,066

Non-current:



Loans - 1-2 years

-

351

Loans - 2-5 years

-

1,159

Loans due after 5 years repayable by instalments

-

386


-

1,896

The Lloyds bank loan agreement states the loan is due to be repaid by November 2026, with interest charged at both a fixed rate of 6.4% and a variable rate of 1.1% above the Bank of England base rate. This loan was replaced and repaid in full in January 2022.

The Lloyds bank loan was partially guaranteed by the personal assets of some of the Directors and Key Management of the Group, which has since been satisfied. The book value and fair value of loans and borrowings are as follows:



 


2021

2020

Non-Current

£'000

£'000

Bank borrowings and others



- Secured

-

1,896

Current



Bank borrowings and others



- Secured

16,493

4,066

- Unsecured

-

-


16,493

4,066

Total loans and borrowings

16,493

5,962

Sterling

16,493

5,962

Other 

-

-

Total

16,493

5,962




Bank borrowings and overdrafts are secured by a fixed and floating charge over the Group's assets.




The movements in the bank and other loans are as follows:







2021

2020

Group

£'000

£'000

At 1 January

5,962

4,998

New borrowings in the year

10,869

1,350

Borrowings repaid during the year

(338)

(386)

At 31 December

16,493

5,962

 

20. PROVISIONS


2021

2020


£'000

£'000

Balance at 1 January

2,153

1,674

Additions during the year

38

402

Additions acquired from acquisitions

-

77

Balance at 31 December

2,191

2,153

Other provisions relate to an assessment of dilapidation of leasehold properties. In each instance, management have undertaken surveys to understand the work required to bring the leasehold properties back to their original condition. All of these provisions are due to be settled in more than one year:

 

21. FINANCIAL INSTRUMENTS - RISK MANAGEMENT

The Group is exposed through its operations to the following financial risks:

·          Credit risk

·          Fair value or cash flow interest rate risk

·          Foreign exchange risk

·          Other market price risk, and

·          Liquidity risk.

The Group is exposed to risks that arise from its use of financial instruments. This note describes the Group's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

There have been no substantive changes in the Group's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

Principal financial instruments

The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:

·          Trade receivables

·          Cash and cash equivalents

·          Trade and other payables

·          Bank overdrafts

·          Bank loans and invoice discounting

·          Lease liabilities

Financial instruments by category:

Financial assets at amortised costs




2021

2020


£'000

£'000

Cash and cash equivalents

11,684

12,720

Trade and other receivables

87,650

62,988

Total financial assets at amortised costs

99,334

75,708

Financial Liabilities


Fair value through
profit and loss

Loans and other payables


2021

2020

2021

2020


£'000

£'000

£'000

£'000

Trade and other payables

-

-

81,229

61,677

Bank loans and invoice discounting

-

-

16,493

5,962

Lease liabilities

-

-

59,678

32,240

Total financial liabilities

-

-

157,400

Financial instruments not measured at fair value

These include cash and cash equivalents, trade and other receivables, trade and other payables, and loans and borrowings. Due to their short-term nature, the carrying value of cash and cash equivalents, trade and other receivables, trade and other payables approximates their fair value.

The Group's activities expose it to a variety of financial risks: market risk (including foreign exchange risk, price risk and interest rate risk) credit risk and liquidity risk. The financial risks relate to the following financial instruments: cash and cash equivalents, trade and other receivables, trade and other payables, and loans and borrowings. The accounting policies with respect to these financial instruments are described above.

Risk management is carried out by the directors under policies, where they identify and evaluate financial risks in close cooperation with the Group's operating units. The directors provide principles for overall risk management.

The reports on the risk management are produced periodically to the key management personnel of the Group.

(a) Credit Risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from credit sales. It is Group policy, implemented locally, to assess the credit risk of new customers before entering contracts. Such credit ratings are taken into account by local business practices.

Credit risk also arises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, the most suitable bank in the local territory is selected.

A significant amount of cash is held with the following institutions:


2021*

2021

2020

Cash at bank

Rating

£'000

£'000

Barclays Bank plc

BBB+

737

1,881

Lloyds Bank plc

A+

4,274

2,234

Raiffeisen Bank AG

A-

3,903

3,969

NatWest group plc

A

14

410

Swedbank

A+

1,217

939

HSBC

A+

165

619

Bank of Transylvania

BB+

194

193

Unicredit Bulbank

BBB

30

431

Hipotekarna Bank

NA

222

-

Erste Bank

A+

187

182

Luminor Bank AB

NA

114

1,142

Other


627

720

Total


11,684

12,720

* Based on Standard & Poor Rating






2021

2021

2020

Short term deposits

Rating

£'000

£'000

Lloyds Bank

A+

-

1,757







2021

2020

Reconciliation of cash in bank and deposits to balance sheet


£'000

£'000

Cash at bank


11,684

10,963

Short term deposits


-

1,757

Total


11,684

12,720

 



 

(b) Market risk

(i) Price risk

Certain aspects of the commercial terms relating to the Affinity division are, directly linked to the commodity costs of fuel purchased by their clients at roadside fuelling stations across Europe. As such there is a risk arising from price changes relating to the fuel prices offered at the respective fuelling stations. In order to manage this risk, the Group partially hedges the way it charges its commissions.

The table below shows the sensitivity analysis to possible changes in fuel prices to which the Group is exposed at the end of each year, with all other variables remaining constant. This arises due to the commercial arrangements the Affinity division has with its clients, whereby it will generate income in the form of commissions based on the value of fuel purchased by its clients.


2021

2020

Petrol price risk effect on net profit sensitivity analysis:

£'000

£'000

Price increased by 10%

166

150

Price decreased by 10%

(166)

(150)

The Group is exposed to the market risk with respect to its operating income which is subject to changes in performance, exchange fluctuations and other market influences both economic and political. The directors manage this risk by reviewing on a regular basis market fluctuation arising on the Group's activities.

(ii) Cash flow and fair value interest rate risk

As the Group has no significant interest-bearing assets, its income and operating cash flows are substantially independent of changes in market interest rates.

The risk associated with interest-bearing debts is mitigated by utilising a mix of fixed and variable interest rate loans, as well as a Confidential Invoice Discounting Facility ("CID").


2021

2020

Interest rate risk effect on net profit sensitivity analysis:

£'000

£'000

Interest rates increased by 0.25%

(45)

(15)

Interest rates decreased by 0.25%

45

15




The Group's cash flow and fair value interest rate risk is periodically monitored by the directors. The cash flow and fair value risk policy is approved by the directors.

Receivables and trade and other payables are interest free and have settlement dates within one year.

A sensitivity analysis is normally based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and change in some of the assumptions may be correlated - for example, change in exchange rates and change in market values.

(iii) Foreign exchange risk

Foreign exchange risk arises because the Group has operations located in various parts of the world whose functional currency is not the same as the presentational currency of the Group. Foreign exchange risk also arises when individual companies enter transactions denominated in a currency other than their functional currency. Certain assets of the Group comprise amounts denominated in foreign currencies. Similarly, the Group has financial liabilities denominated in foreign currency. In general, the Group seeks to maintain the financial assets and financial liabilities in each of the foreign currencies at a reasonably comparable level, thereby providing a natural hedge against foreign exchange risk.

 

 

 





MLD

BGN

RSD

HUF

MKD



GBP

Euro

RON

LEU

LEV

Dinar

Forints

Denar

Total


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

At 31 December 2021










Financial assets

27,235

30,487

31,812

141

7,307

2,257

2

93

99,334

Financial liabilities

82,667

32,460

32,290

77

6,655

3,027

40

184

157,400

At 31 December 2020










Financial assets

25,057

36,010

7,136

122

5,571

1,618

2

192

75,708

Financial liabilities

43,448

45,687

4,071

35

4,909

1,602

1

126

99,879

 



 

An analysis of the Group's exposure to foreign exchange risk, illustrating the impact on the net financial assets of a 10% movement in each of the key currencies to which the Group is exposed, is shown below

Foreign currency risk sensitivity analysis:

2021
£'000

2020
£'000

Euro



Strengthened by 10%

(53)

(968)

Weakened by 10%

53

968

Romanian Lei



Strengthened by 10%

(90)

307

Weakened by 10%

90

(307)

Moldavian Leu



Strengthened by 10%

7

9

Weakened by 10%

(7)

(9)

Serbian Dinar



Strengthened by 10%

38

2

Weakened by 10%

(38)

(2)

Bulgarian Lev



Strengthened by 10%

29

66

Weakened by 10%

(29)

(66)

Macedonian Denar



Strengthened by 10%

(8)

7

Weakened by 10%

8

(7)

(c) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash flow for operations. The Group manages its' risk to shortage of funds by monitoring forecast and actual cash flows.

The Group monitors its risk to a shortage of funds using a recurring liquidity planning tool. This tool considers the maturity of both its financial investments and financial assets (e.g. accounts receivables, other financial assets) and projected cash flows from operations.

 



Between

Between



Up to

1 and 2

2 and 5

Over


12 months

years

years

5 years

At 31 December 2021

£'000

£'000

£'000

£'000

Trade and other payables

81,229

-

-

-

Bank loans & invoice discounting

16,493

-

-

-

Lease liabilities

11,462

10,797

17,538

35,761

Total

109,184

10,797

17,538

35,761

 

 

 



Between

Between



Up to

1 and 2

2 and 5

Over


12 months

years

years

5 years

At 31 December 2020

£'000

£'000

£'000

£'000

Trade and other payables

61,545

132

-

-

Bank loans & invoice discounting

4,066

351

1,159

386

Lease liabilities

8,344

7,717

14,113

7,357

Total

73,995

8,200

15,272

7,743

22. CALLED UP SHARE CAPITAL


2021

2021

2020

2020

Ordinary Shares of £0.05 each

Number

£'000

Number

£'000

At the beginning of the year

141,633,175

7,082

136,084,224

6,804

Issued during the year

55,250

2

5,548,951

278

At the end of the year

141,688,425

7,084

141,633,175

7,082






Deferred Shares of £1.00 each

50,000

50

50,000

50






Total shares at the end of the year

141,738,425

7,134

141,683,175

7,132






Shares Issued

On 8 July 2021, SP Angel exercised their option to subscribe for 55,250 Ordinary Shares at the price of £0.24 per share.

 

On 30 June 2020, the Company issued 5,548,951 shares as part of a scrip dividend. The Scrip Dividend reference price of £0.2575 was calculated as the average of the Company's closing middle market price, as derived from the London Stock Exchange's Daily Official List, for the five consecutive business days commencing from the first day the ordinary shares are quoted as trading ex-dividend, being 12 June 2020.

 

23. RESERVE DESCRIPTION AND PURPOSE

Retained earnings: All other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.

Translation reserve: represents the difference arising on the translation of the net assets and results of subsidiaries into the presentation currency.

Merger Reserves: represents the difference between the nominal value of consideration paid for shares acquired in entities under common control and the nominal value of those shares. This arises as a result of the business combination falling outside the scope of IFRS 3 and merger accounting being applied in place of acquisition accounting. In addition, the premium on the fair value in excess of the nominal value of shares issued in consideration of business combinations is credited to the merger reserve.

Share premium is the amount subscribed for share capital in excess of nominal value.

Equity reserve represents the cost of the share options granted that have not yet been exercised.

24. SHARE-BASED PAYMENTS

The Company has granted Directors' and key management share option plans. These are unapproved schemes so they do not satisfy the requirements of schedule 4, ITEPA. A summary of the options plans at 31 December is shown below. All options will vest within one to four years.


Share Option

Option Price



Name

No

£

Vesting Period

Expiry Date

LTIP

267,010

0.05

March 2022

March 2025

CSOP

2,719,101

0.49

December 2023

February 2024

Total

2,986,111




On 5 February 2021, the Group launched a new Company Share Option Plan ("CSOP")  to certain employees.  The award value is between £5,000 - £30,000 (depending on seniority within the business) divided by closing share price on the day before grant of CSOP options with an exercise price equivalent to 110% of the closing share price on the day before grant. These options vest three years from the award date and are subject to meeting a performance criteria of an average earnings per share (EPS) growth of 10% per annum, from 1 January 2021 to 31 December 2023.  As at the reporting date, there were potentially 2,932,584 of shares options that could be exercised.

On 3 March 2021, the company awarded 2,430,291 to Robert Ross and Mike Williamson under a long term investment plan (LTIP).   For both EPS growth and TSR, one quarter of the awards will vest once a compound annual growth rate (CAGR) in excess of 10% has been achieved and will only vest 100% once a compound annual growth rate of 25% has been achieved.  Between 10% and 25% CAGR, the awards will vest pro rata.

SP Angel exercised the 55,250 share options at the exercise price of £0.24 during the period.

Options will normally lapse on cessation of employment. However, exercise is permitted for a limited period following cessation of employment for specified reasons, such as redundancy, retirement, ill-health, and, in other circumstances, at the discretion of the Remuneration Committee.

The movements in share options are as follows:


2021

2020


No

No

At 1 January

55,250

698,107

Share options exercised during the year

(55,250)

-

Share options granted during the year

5,598,830

-

Share options lapsed during the year

(2,612,719)

(642,857)

At 31 December

2,986,111

55,250

Weighted average share price of options

£0.45

£0.24

Weighted average grant fair value

£0.13

£0.04

Weighted average contractual life

25 months

20 months

Exercise price

£0.45

£0.24




The weighted average grant fair value at the year was 2021 £0.13 (2020 - £0.04) per option. The outstanding options have a weighted average contractual life of 25 months (2020 - 20 months), and exercise price between £0.05 and £0.49 (2020 - £0.24).

Options were valued using the Black-Scholes option pricing model. No performance conditions were included in the fair value calculations. Expected dividends are not incorporated into the fair value calculations. The fair value per option granted and the assumptions used in the calculations are as follows:


2021

2020

Risk free investment

2.15%

1.97%

Expected life

25 Months

20 Months

Expected volatility

39.56%

43.63%

The Group recognised a total charge of £107,000 (2020 - credit of £15,000) relating to equity-settled share-based payments.

25. LEASES

The Group as a lessee

The Group's leases consist primarily of property premises and equipment and is presented below:

Right-of-use assets


Property




Premises

Equipment

Total

Group

£'000

£'000

£'000

COST




At 1 January 2021

41,378

2,247

43,625

Additions

32,426

6,010

38,436

Disposals

(4,461)

(570)

(5,031)

Exchange differences

(1,028)

(29)

(1,057)

At 31 December 2021

68,315

7,658

75,973

DEPRECIATION




At 1 January 2021

11,223

803

12,026

Charge for the year

7,379

1,204

8,583

Eliminated on disposal

(2,223)

(506)

(2,729)

Exchange differences

(215)

(13)

(228)

At 31 December 2021

16,164

1,488

17,652

NET BOOK VALUE




At 31 December 2021

52,151

6,170

58,321

At 31 December 2020

30,155

1,444

31,599






Property



 


Premises

Equipment

Total

 

Group

£'000

£'000

£'000

 

COST




 

At 1 January 2020

32,143

1,197

33,340

 

Additions during the year

8,678

678

9,356

 

Additions acquired with subsidiary

252

396

648

 

Disposals

(316)

(24)

(340)

 

Translation

621

-

621

 

At 31 December 2020

41,378

2,247

43,625

 

DEPRECIATION




 

At 1 January 2020

5,623

332

5,955

 

Charge for the year

5,767

486

6,253

 

Eliminated on disposal

(244)

(20)

(264)

 

Revaluations

77

5

82

 

At 31 December 2020

11,223

803

12,026

 

NET BOOK VALUE




 

At 31 December 2020

30,155

1,444

31,599

 

At 31 December 2019

26,520

865

27,385

 

 

Lease liabilities included in the consolidated statement of financial position


2021

2020


£'000

£'000

Current

9,053

6,864

Non-Current

50,625

25,376

Total

59,678

32,240

 

Amount recognised in the consolidated income statement


2021

2020


£'000

£'000

Depreciation on right-of-use property premises

7,379

6,459

Depreciation charged on other right-of-use assets

1,204

486

Interest on lease liabilities

1,637

1,000

Total

10,220

7,945

The total cash outflow for leases during the current year was £9,347,000 (2020 - £7,587,000).

26. RELATED PARTY TRANSACTIONS

Delamode Holding BV, is indirectly owned by Shaun Godfrey, Sandu Grigore, and Cogels Investments Limited all of whom are shareholders of Xpediator Plc.

Delamode Properitati Srl, a Company owned by Delamode Holding BV, is the landlord of one of the Group's leasehold properties in Romania. Rent payable under the current lease is at market rates. Shaun Godfrey, Sandu Grigore and Cogels Investment Limited are shareholders of Xpediator Plc.

During the year Group companies entered into the following transactions with related parties who are not members of the Group.


Sales

Purchases

Amounts owed by

Amounts owed to


2021

2020

2021

2020

2021

2020

2021

2020


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Related Party









Delamode Holding BV

-

-

-

-

-

-

116

-

Delamode Propretati, Srl

-

3

4

99

-

1

-

9

Cogels Investment BV

1

-

-

-

-

-

-

-










Companies in which directors or their immediate family have a significant controlling interest

Affinity Group Limited

-

-

-

-

-

-

-

-

Borrelli Capital Limited

-

-

-

13

-

-

-

-

 

Details of directors' remuneration and the remuneration of key management personnel are given in note 6.

All related party transactions were made at an arm's length basis.

Delamode (SW) Limited 

On the 1 June 2018, Delamode Holdings Limited entered into a franchise agreement with Delamode (SW) Limited ("DSW"), with Shaun Godfrey acting as a Director for both Companies. The Group provides certain administrative functions on behalf of DSW and charges a fee at an agreed rate and under the franchise agreement is entitled to a share of the profits. Included within the consolidated income statement is a management fee for the administrative functions and profit share of £215,417 (2020 - £79,708) from DSW. 

At 31 December 2021, the amount due from DSW was £25,123 (2020 - £31,000).

27. EXCEPTIONAL ITEMS

During the year, the Group incurred non-recurring costs totalling £2,610,000 (2020 - £1,377,000), which relates primarily to costs associated with the delay in relocating the warehouse of Delamode International Logistics Limited in Southampton.

An analysis by type of expense is show below.


2021

2020


£'000

£'000

Relocation costs

1,654

-

Compensation for loss of office and associated recruitment costs

539

-

Financing negotiation fees

116

-

Redundancy and restructuring

-

1,625

Acquisition Costs - Nidd Transport Limited

-

215

Acquisition Costs - International Cargo Centre Limited

-

17

Aborted Acquisition Costs

301

14

Closure of EshopweWeDrop and Buzzbrand business

-

298

Disposal of Goodwill UK Buy/EshopWedrop business

-

227

Intangible Asset write-off UK Buy/EshopWedrop business

-

112

Anglia Forwarding Group Limited Contingent Consideration

-

(344)

Exceptional Profit on Disposal of Property in Ripon

-

(787)

Total

2,610

1,377

28. SUBSEQUENT EVENTS

The Directors are conscious of the potential headwinds created in the CEE by the tragic geo-political events unfolding in the Ukraine which has affected our Lithuanian operations in particular. The macro environment poses clear challenges for all businesses from rising energy prices to the significant increase in geopolitical uncertainty caused by the tragic events unfolding in Ukraine. The Group will not be immune from these challenges but to date, trading has been resilient. The Group has a solid financial platform and with its asset light base is sufficiently shielded from energy and other cost inflation.

To support holding stock for customers on both the continent and in the UK, Delamode International Logistics Limited signed a 10-year lease for a new, purpose built 180,000 sqft (35,000 pallet spaces) storage, fulfilment and distribution warehouse in Roosendaal, Netherlands.



 

29. NATURE OF LEASES

The Group leases a number of properties in the jurisdictions from which it operates. In some jurisdictions it is customary for lease contracts to provide for payments to increase each year by inflation or and in others to be reset periodically to market rental rates. In some jurisdiction's property leases the periodic rent is fixed over the lease term.

The Group also leases certain items of plant and equipment. In some contracts for services with distributors, those contracts contain a lease of vehicles. Leases of plant, equipment and vehicles comprise only fixed payments over the lease terms.

The percentages in the table below reflect the current proportions of lease payments that are either fixed or variable.

The sensitivity reflects the impact on the carrying amount of lease liabilities and right-of-use assets if there was an uplift of 1% on the balance sheet date to lease payments that are variable.


Lease

Fixed

Variable



Contract

Payments

Payments

Sensitivity


Number

%

%

£'000

Property leases with payments linked to inflation

3

-

1%

356

Property leases with fixed payments

24

11%

-

-

Leases of plant & equipment

97

47%

-

-

Vehicle leases

85

41%

-

-

Total

209

99%

1%

356

 

30. ANALYSIS OF CHANGES IN NET DEBT







Non-cash









interest




At 31



Right-of-

Right-of-

charge

Other

At 31


December


Foreign

Use-asset

use asset

right-of-

non-cash

December


2020

Cashflow

exchange

additions

disposals

use assets

movements

2021

Group

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Cash at bank

10,963

1,793

(1,072)

-

-

-

-

11,684

Short term deposits

1,757

(1,757)

-

-

-

-

-

-

Total Cash

12,720

36

(1,072)

-

-

-

-

11,684

Confidential invoice discounting facility

         

3,732

10,870

-

-

-

-

-

14,602

Bank loans

2,230

(339)

-

-

-

-

-

1,891

Right-of-use-assets

32,240

(9,346)

(842)

38,436

(2,447)

1,637

-

59,678

Total debt

38,202

1,185

(842)

38,436

(2,447)

1,637

-

76,171

Net cash/(debt)

(25,482)







(64,487)

Net cash excluding right-of-use assets

 

6,758







(4,809)

 

 







Non-cash









interest




At 31



Right-of-

Right-of-

charge

Other

At 31


December


Foreign

Use-asset

use asset

right-of-

non-cash

December


2019

Cashflow

exchange

additions

disposals

use assets

movements

2020

Group

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

Cash at bank

10,761

(449)

651

-

-

-

-

10,963

Short term deposits

1,190

567

-

-

-

-

-

1,757

Total Cash

11,951

118

651

-

-

-

-

12,720

Confidential invoice discounting facility

2,382

1,350

-

-

-

-

-

3,732

Bank loans

2,616

(386)

-

-

-

-

-

2,230

Right-of-use-assets

27,927

(7,587)

1,063

9,752

(76)

1,000

161

32,240

Total debt

32,925

(6,623)

1,063

9,752

(76)

1,000

161

38,202

Net cash/(debt)

(20,974)







(25,482)

Net cash excluding right-of-use assets

6,953







6,758

 

Reconciliation of net cash flow to movement in net debt


2021

2020


£'000

£'000

Net increase in cash and cash equivalents

36

118

Net increase in borrowings and right-of-use assets

(38,811)

(6,340)

Foreign exchange movements

(230)

1,714

(Increase)/decrease in net debt

(39,005)

(4,508)

Opening net (debt) /cash

(25,482)

(20,974)

Closing net debt

(64,487)

(25,482)

 



 

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2021



2021

2020


Notes

£'000

£'000

ASSETS




NON-CURRENT ASSET




Intangible assets

3

418

408

Property, plant and equipment

4

217

207

Investments

5

63,668

63,668

Deferred Tax


640

487



64,943

64,770

CURRENT ASSETS




Trade and other receivables

6

10,441

3,201

Cash and cash equivalents


59

53



10,500

3,254

TOTAL ASSETS


75,443

68,024

EQUITY




SHAREHOLDERS' EQUITY




Called up share capital

8

7,134

7,132

Share premium

9

13,149

13,139

Equity reserve

9

108

1

Merger reserve

9

24,694

24,694

Retained earnings

9

3,366

2,848



48,451

47,814

LIABILITIES




CURRENT LIABILITIES




Trade creditors and other payables

7

26,992

20,210

Total liabilities


26,992

20,210

TOTAL EQUITY AND LIABILITIES


75,443

68,024

The Company made a profit in the year of £2,715,000 (2020 - £375,000).

Wim Pauwels
Interim CEO
1 April 2022



 

COMPANY STATEMENT OF CHANGES IN EQUITY

FORTHE YEAR ENDED 31 DECEMBER 2021



Share

Share

Equity

Merger

Retained




Capital

Premium

Reserve

Reserve

Earnings

Total



£'000

£'000

£'000

£'000

£'000

£'000

Equity as at 1 January 2021


7,132

13,139

1

24,694

2,848

47,814

Contribution by and distribution to owners








Dividends paid


-

-

-

-

(2,197)

(2,197)

Share options issued


-

-

107

-

-

107

Share options exercised


2

10

-

-

-

12

Total contributions by and distribution to owners


7,134

13,149

108

24,694

651

45,736

Profit for the year


-

-

-

-

2,715

2,715

Equity as at 31 December 2021


7,134

13,149

108

24,694

3,366

48,451

 



Share

Share

Equity

Merger

Retained




Capital

Premium

Reserve

Reserve

Earnings

Total



£'000

£'000

£'000

£'000

£'000

£'000

Equity as at 1 January 2020


6,854

11,987

16

24,694

4,539

48,090

Contribution by and distribution to owners








Dividends paid


278

1,152

-

-

(2,066)

(636)

Share based charge


-

-

(15)

-

-

(15)

Total contributions by and distribution to owners


7,132

13,139

1

24,694

2,473

47,439

Profit for the year


-

-

-

-

375

375

Equity as at 31 December 2020


7,132

13,139

1

24,694

2,848

47,814

 



 

NOTES TO THE COMPANY FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

1. ACCOUNTING POLICIES

Basis of preparation

These financial statements have been prepared in accordance with Financial Reporting Standard 101 "Reduced Disclosure Framework" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework":

·          the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment;

·          the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations;

·          the requirements of paragraph 33(c) of IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations;

·          the requirements of IFRS 7 Financial Instruments: Disclosures;

·          the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement;

·          the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of:

·          paragraph 79(a)(iv) of IAS 1;

·          paragraph 73(e) of IAS 16 Property, Plant and Equipment;

·          paragraph 118(e) of IAS 38 Intangible Assets;

·          the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D and 111 of IAS 1 Presentation of Financial Statements;

·          the requirements of paragraphs 134 to 136 of IAS 1 Presentation of Financial Statements;

·          the requirements of IAS 7 Statement of Cash Flows;

·          the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;

·          the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures;

·          the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a Group;

·          the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets.

Merger accounting

On 25 May 2017 the Company entered into a share swap agreement with the ultimate beneficiaries of Delamode Group Holdings Limited, whereby 4,000,000 new ordinary shares of £1.00 each were issued to the ultimate beneficiaries of Delamode Group Holdings Limited in exchange for their shares in Delamode Group Holdings Limited in the same proportion as their shareholding in Delamode Group Holdings Limited. The merger method of accounting is used to consolidate the results of Xpediator Plc.

Where merger relief is applicable, the cost of the investment is recorded at the fair value on the date of the transaction at below. The difference between the fair value of the investment and the nominal value of the shares (plus the fair value of any other consideration given) is shown as a merger relief reserve and no share premium is recognised.

On 8 June 2018, the Company issued 1,727,694 new ordinary shares of £0.05 each as part of the deferred consideration of Easy Managed Transport Limited. On 13 July 2018, the Company issued 3,740,648 new ordinary shares of £0.05 each as part of the acquisition of Import Services Limited. On 31 December 2018, the Company issued 84,951 new ordinary shares of £0.05 each as part of the deferred consideration of Regional Express Limited. On 16 May 2019, the Company issued 1,655,876 shares to the former owners of Easy Managed Transport Limited as part of the final payment of the deferred consideration of Easy Managed Transport Limited. On 5 December 2019, the Company issued 89,744 new ordinary shares of £0.05 each as part of the final deferred consideration of Regional Express Limited.

Going concern

The directors have concluded that it is appropriate that the financial statements have been prepared on a going concern basis given the cash balances as at 31 December 2021, and funding facilities in place across the Group, which it does not envisage will be withdrawn thus there are sufficient funds available to meet its liabilities as they fall due for a period of not less than 12 months from the date of approval of the financial statements. The 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.

Intangible assets

Externally acquired intangible assets, are initially recognised at cost and subsequently amortised on a straight-line basis over their useful economic lives.

The significant intangibles recognised by the Company, their useful economic lives and the methods used to determine the cost of intangibles are as follows

Licences and Software                     -          25%-33% straight line

Property, Plant & Equipment

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Computer Equipment                        -          20%-33% straight line

Fixture & Fittings                               -          20%-33% straight line

Leasehold Improvements                 -          33% straight line

Fixed assets are stated at cost less depreciation and provision for impairment.

Taxation

Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the reporting date.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Employee benefit costs

The Company operates a defined contribution pension scheme on behalf of employees in the UK in accordance with auto enrolment legislation. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate.

Investments

Investments in subsidiaries are at cost less any provision for impairment. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. If any such indication of impairment exists, the Company makes an estimate of the recoverable amount of the investment. If the recoverable amount is less than the value of the investment, the investment is considered to be impaired and is written down to its recoverable amount. An impairment loss is expensed immediately; if the impairment is not considered to be a permanent diminution in value, it may reverse in a future period to the extent it is no longer considered necessary.

Foreign currencies

The financial statements of the Company are presented in its reporting currency of Sterling. The functional currency of the Company is the UK Sterling.

Transactions in foreign currencies during the period have been converted at the rates of exchange ruling on the date of the transaction. Assets and liabilities denominated in foreign currencies have been translated at the rates of exchange ruling on the reporting date. Any gains or losses arising from these conversions are credited or charged to the Consolidated Income Statement.

Other financial assets

Classification

The Company classifies its financial assets in the following measurement categories:

·          those to be measured subsequently at fair value (either through OCI or through profit or loss); and

·          those to be measured at amortised cost.

The classification depends on the contractual terms of the cash flows.

Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.



 

Measurement

At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

Impairment

The Company assesses, on a forward-looking basis, the expected credit losses associated with its debt instruments carried at amortised cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

Trade, Intercompany and other receivables

The Company assesses on a forward-looking basis the expected credit loss associated with its receivables carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Company applies the simplified approach permitted by IFRS 9, resulting in trade receivables recognised and carried at original invoice amount less an allowance for any uncollectible amounts based on expected credit losses.

Cash and cash equivalents

Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with original Cash and short-term deposits in the balance sheet comprise cash at bank and in hand and short-term deposits with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Financial liabilities

The Company classifies its financial liabilities into two categories:

Other financial liabilities

The Company's other financial liabilities include bank loans, confidential invoice discounting facility, trade and other payables and accruals. Bank borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the consolidated statement of financial position. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Trade payables and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost using the effective interest method.

Fair value through profit and loss

This category only comprises of the element of deferred consideration on business combinations, which is contingent on the performance of the acquired businesses. The expected consideration payable is assessed at each reporting date with the movement in the expected liability being recorded in the income statement.

Share-based payments

The Company operates equity-settled share-based options plans. The fair value of the employee services received in exchange for the participation in the plan is recognised as an expense in the profit and loss account. The corresponding credit has been recognised in the profit and loss account reserve.

The fair value of the employee is based on the fair value of the equity instrument granted. This expense is spread over the vesting period of the instrument.

1.1 Critical accounting estimates and judgements

Impairment of Fixed Asset Investments

The Company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions.

Impairment tests on investments are undertaken annually in November as part of the Company's budgeting process, except in the year of acquisition when they are tested at the year-end.

In preparing these financial statements, the key estimates relate to:

·          The determination of the carrying value of the Company's investments in its subsidiary undertakings. During the prior year, the directors undertook an impairment assessment in line with the accounting policy. The directors recognised net impairment reversals of £2,012,000 with respect to the Company's investments in Easy Management Transport Limited and Benfleet Forwarding Limited which had been determined by reference to the recoverable value calculated in determining the impairment of goodwill relating in the Group financial statements. During both the current year and prior year, the Company recognised an impairment provision of £nil, as disclosed in note 5 to the Company's financial statements.



 

2. STAFF COSTS

Compensation consists of 2 executive Directors, 4 non-executive Directors and 70 other employees.


2021

2020


£'000

£'000

Employee benefit expenses (including directors) comprise:



Salaries

4,176

2,162

Short-term non-monetary benefits

27

60

Share based payments

108

(15)

Social security contributions and similar taxes

463

319

Defined contribution pension cost

71

-

Total

4,845

2,526

3. INTANGIBLE ASSETS

COST


Licences & Software £'000


At 1 January 2021

577


Additions

173


At 31 December 2021

750


AMORTISATION


Licences &Software


£'000

At 1 January 2021

169

Charge for the year

163

At 31 December 2021

332

NET BOOK VALUE


Licences & Software £'000

At 31 December 2021

418

At 1 January 2021

408

4. PROPERTY, PLANT & EQUIPMENT


Leasehold

Fixture &

Computer



Improvements

Fittings

Equipment

Total


£'000

£'000

£'000

£'000

COST





At 1 January 2021

49

16

295

360

Additions

-

-

125

125

At 31 December 2021

49

16

420

485






DEPRECIATION





At 1 January 2021

26

9

118

153

Charge for the year

16

5

94

115

At 31 December 2021

42

14

212

268






NET BOOK VALUE





At 31 December 2021

7

2

208

217

At 1 January 2021

23

7

177

207

5. FIXED ASSET INVESTMENTS


Subsidiary


Undertakings


£'000

At 1 January 2021

63,668

Additions during the year

-

At 1 January 2021 and 31 December 2021

63,668

Impairment

The carrying amount of the investment has been reduced to its recoverable value through recognition of an impairment loss in prior years. There were no impairments recognised during the year (2020 - £nil). In addition, there were no impairment reversals in 2021 (2020 - £2,012,000). The recoverable value was calculated using a value in use calculation based on the estimates set out in note 12 of the Group financial statements.



 

6. DEBTORS


2021

2020


£'000

£'000

Current:



Trade receivables

20

2

Amounts owed from group undertakings

8,153

1,056

Prepayments

144

261

Other receivables

2,124

1,882

Total trade and other receivables

10,441

3,201

 

7. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR


2021

2020


£'000

£'000

Current:



Trade payables

1,157

477

Amounts owed to group undertakings

24,173

18,794

Other taxes and social security

308

83

Accruals and deferred income

1,354

856

Total trade and other payables

26,992

20,210

8. SHARE CAPITAL

See consolidated financial statements note 22 for share capital section.

9. RESERVES

Retained earnings: All other net gains and losses and transactions with owners (e.g. dividends) not recognised elsewhere.

Merger Reserves: represents the difference between the net asset value of Delamode Group Holdings Limited and the nominal value of the shares issued by Xpediator Plc in consideration for the acquisition of Delamode Group Holdings Limited. In addition, the premium on the fair value in excess of the nominal value of shares issued in consideration for business combinations is credited to the merger reserve.

Share premium is the amount subscribed for share capital in excess of nominal value.

Equity reserve represents the cost of the share options granted that have not yet been exercised.

10. RELATED PARTY TRANSACTIONS

The Company has taken advantage of the disclosure of related party transactions with wholly owned fellow Group companies. Related party transactions with key management personnel (including Directors) are shown in note 26 of the consolidated financial statements.

11. SHARED-BASED PAYMENTS

Share-based payments arrangements for employees are set out in the Directors Report (Remuneration note). Details of the share options in existence are shown in note 24 of the consolidated financial statements.

 

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