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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Clipper Logistics Plc | LSE:CLG | London | Ordinary Share | GB00BMMV6B79 | ORD 0.05P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 837.00 | 834.00 | 836.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMCLG
RNS Number : 7178J
Clipper Logistics plc
25 August 2021
25 August 2021
Clipper Logistics plc
Final Results for the year ended 30 April 2021
Structural shift to online driving further momentum
Clipper Logistics plc ("Clipper", the "Group", or the "Company"), a leading provider of value-added logistics solutions, e-fulfilment and returns management services, is pleased to announce its Full Year Results for the year ended 30 April 2021.
Financial Highlights for the year ended 30 April 2021
-- Group revenue increased by 39.1% from GBP500.7m to GBP696.2m. -- Underlying EBIT(1) up 52.4% to GBP31.4m (2020: GBP20.6m). Reported EBIT(1) (IFRS 16) up 22.5% to GBP39.8m (2020: GBP32.5m). -- Group profit after tax of GBP21.7m (2020: GBP16.2m) up 33.8%; on an underlying basis profit after tax is up 61.9% compared to GBP13.4m in FY20. -- Basic earnings per share were 21.3 pence (2020: 15.9 pence), an increase of 34.0%; on an underlying basis Basic EPS is up 62.6% compared to 13.1p in FY20. -- Cash generated from operations of GBP86.9m (2020: GBP60.4m) up 44.0%. -- Strength of performance and cash generation leads the Board to recommend a final dividend of 7.1p per share, making a total dividend per share of 11.1p for the full year (2020: 9.7p), an increase of 14.4%. -- Net debt(1) of GBP16.9m at 30 April 2021 (2020: GBP45.1m) had reduced to 0.4x EBITDA(2) (2020: 1.3x EBITDA(2) ).
1. This is an alternative performance measure ("APM"). EBIT is defined as operating profit, including the Group's share of operating profit in equity -- accounted investees and before the amortisation of intangible assets and other exceptional costs. Underlying EBIT excludes the impact of IFRS 16 from both years and in the year ended 30 April 2020 a GBP3.5 million 'negative goodwill' credit release relating to the IFRS 3 business combination. Underlying profit after tax and Basic EPS exclude the impact of the 'negative goodwill' credit of GBP3.5m in the year ended 30 April 2020. A reconciliation of APMs can been found in Operating and Financial Review. These APMs apply throughout this announcement.
2. EBITDA is defined as profit before interest, tax charges, depreciation and amortisation excluding the impact of IFRS 16 (see note 27).
Operational Highlights for the year ended 30 April 2021
-- Significant organic growth in the period, particularly driven by high e-fulfilment volumes as a result of the permanent structural shift to online, with volume growth and extension of services on existing contracts, notably with ASOS, Farfetch, John Lewis, Westwing and Wilko. -- Within non e-fulfilment, further organic volume growth with existing customers, including Asda and Morrisons. -- Our flexible, technology-led end-to-end proposition within the e-commerce market resulted in multiple new contract wins including Linenbundle, Revolution Beauty and Unipart. -- Record volumes in Clicklink, our Click & Collect joint venture with John Lewis, which now has nearly 40 retailers on the network. -- Growth in the Life Sciences vertical, being beauty products and the distribution of PPE to hospital trusts and health care providers. -- Significant expansion of the Group estate portfolio to 16.0 million sq. ft. of space now under management in over 50 locations in five territories across Europe. -- We have been delighted to welcome an additional 2,000 new colleagues who will help deliver further growth. -- Technical Services saw significant increases in activity on the Amazon, Panasonic and Vestel contracts. Nintendo repair volumes continued to grow from the prior year. Additional investment has been made to increase processing capacity. We have further developed our solution within the ADC in Northampton adding further television repair lines. -- Commercial vehicles saw an increase in the number of new vehicles sold to 1,517 units, an increase of 8.4%. Used vehicle sales of 376 units; an increase of 38.7%.
Post Year End Highlights
-- Acquisition of Wippet which will launch an online B2B marketplace to service the broader healthcare sector in the UK. -- Commencement of new operations with Mountain Warehouse and JD Sports. -- Successful integration of the River Island site in Milton Keynes into the Clipper portfolio following the outsourcing of their logistics. -- Opening of a new facility for Farfetch in Venray, Netherlands providing a pan European solution. -- Recruitment of a Head of ESG to accelerate the Group's sustainability agenda. -- Our new northern flagship site (Sherburn) now at full capacity (1.4 million sq. ft.). -- Commencement of activities on Life Style Sports in Ireland and with John Lewis to provide additional e-commerce and store replenishment services from Clipper's new distribution centre in Bardon in H1 of the year ending 30 April 2022.
Outlook
The Group continues to be a leading provider of value-added logistics and e-fulfilment solutions to the retail sector in the UK and is rapidly growing its operations in Mainland Europe. The structural shift to online during the pandemic with continuing momentum in e-fulfilment post pandemic together with strategically aligned acquisitions will help drive further shareholder value in future years.
The Group has made a strong start to the new financial year and is trading in line with its recently upgraded guidance for FY22. The Group's pipeline of new opportunities remains buoyant and further momentum with new contract wins is expected during the year.
Steve Parkin, Executive Chairman of Clipper commented:
"I am pleased to report a very strong set of results, which in a very fluid environment demonstrates the ability and agility of the Group and the robustness of our business model to capitalise upon opportunities and deliver growth. We have grown revenue by GBP195.5 million to GBP696.2 million and we have also grown Underlying EBIT(1) by a much larger 52.4% to GBP31.4 million. The market has witnessed significant recent change particularly with the acceleration of the growth in e-fulfilment which now represents 70% of our logistics revenue. Our unique proposition, which offers the full end to end range of services within the e-commerce field, has allowed the Group to benefit from this strong dynamic and will provide further momentum in the coming years. Our recent contract wins demonstrate that we are our customers' partner of choice both in and outside of the UK, for delivering innovative, sustainable, and resilient added value solutions.
I would like to personally thank all of our colleagues throughout the business, for their commitment and engagement in maintaining our services through the pandemic.
Our highly deployable asset-light model has enabled us to reinforce our pan-European proposition during the financial year, which together with a strong pipeline of new business activity ensures that the Group is in an excellent position to achieve further growth both domestically and internationally. The prospects for the Group remain strong and we are confident that we will deliver further shareholder value accretion in the coming years".
Forward Looking Statements
This announcement contains forward looking statements. These have been made by the Directors in good faith using information available up to the date on which they approved this report. The Directors can give no assurance that these expectations will prove to be correct. Due to the inherent uncertainties, including both business and economic risk factors underlying such forward looking statements, actual results may differ materially from those expressed or implied by these forward looking statements. Except as required by law or regulation, the Directors undertake no obligation to update any forward looking statements whether as a result of new information, future events or otherwise.
Publication of Annual Report and Accounts
Clipper's 2021 Annual Report and Accounts will be available on the Company's website: https://www.clippergroup.co.uk/report-accounts/ and will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Copies of the Annual Report and Accounts will be posted to shareholders who require them in hard copy shortly and a further announcement will be made by the Company at that time.
The results will be presented via conference call at 9.30am for analysts only on the morning of the announcement; please contact Buchanan at clipper@buchanan.uk.com if you would like to join. An audiocast of the meeting will be made available on the Group's investor relations website later on the day of the results.
This announcement is released by Clipper Logistics plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"). It is disclosed in accordance with the Group's obligations under Article 17 of MAR. Upon the publication of this announcement, this information is considered to be in the public domain.
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of Clipper Logistics plc by David Hodkin, Chief Financial Officer.
Enquiries
Clipper: +44 (0)11 3204 2050 Steve Parkin, Executive Chairman Tony Mannix, Chief Executive Officer David Hodkin, Chief Financial Officer Greg Lawless, IR & Comms Director Buchanan: +44 (0) 20 7466 5000 David Rydell Stephanie Whitmore Hannah Ratcliff
Chairman's Statement
As Chairman of Clipper Logistics plc, I am pleased to present our financial results for the year ended 30 April 2021.
I am pleased to report the outstanding performance of the Group for the year ended 30 April 2021. Against an uncertain backdrop, the resilience of our business model has been proven once again. We grew revenue by GBP195.5 million to GBP696.2 million, an increase of 39.1% from the prior year. Even more pleasing is the fact that underlying EBIT(1) has grown ahead of sales, having increased to GBP31.4 million representing growth of 52.4% compared to the prior year.
Driving this growth has been the permanent structural shift to online. Approximately 70% of revenue in our value-added logistics services segment is generated from e-commerce activities. As a business we are very well placed to capitalise on further global growth in the coming years. Our recent contract wins demonstrate that our customers are confident that we are their partner of choice both in and outside of the UK in delivering innovative, sustainable, and resilient value add solutions.
Our unique service propositions providing full end-to-end e-commerce solutions is what differentiates us from our competitors. This coupled with our highly deployable asset-light model has enabled us to reinforce our pan-European position during the financial year.
To illustrate this, I am pleased to report the opening of our new facility in Venray, Netherlands, adding another territory to our current portfolio and the significant acceleration of our growth in Poland following the expansion of our contract with ASOS and the implementation of a returns solution for Zalando.
We now have over 16.0 million square feet of space under management in over 50 locations in five territories across Europe. The Group is actively pursuing further organic and M&A opportunities in Europe and North America in order to further position the Clipper brand and expertise as a global e-commerce logistics player.
Since the end of the previous financial year, we have worked in conjunction with the Department of Health and Social Care, Royal Mail and eBay to ensure vital PPE and other healthcare ancillaries are where they are most needed. With our partners we have delivered to over 600 hospitals, and some 70,000 other local healthcare providers during the COVID-19 pandemic. I am proud of the contribution that we as a Group have played to support the country during the pandemic.
We have ensured that our workplaces have been safe environments to work in at all times beyond Government guidelines. I would like to personally thank all of our colleagues throughout the business, for their commitment and engagement to ensure that we as a business have played our part in ensuring the continuity of supply chains in all of the sectors we serve.
We have seen our e-fulfilment & returns management revenues grow by 52.0% and our non e-fulfilment activity grow by 35.4%, well ahead of the market and our industry peers which reinforces our positioning as a retail enabler.
Our Technical Services division continues to grow both within the UK and in Europe. Our investment in existing facilities will allow for additional processing capacity.
I am delighted to welcome our new customers, including Mountain Warehouse and JD Sports with whom we are commencing new operations in the financial year ending 30 April 2022. In addition, we have been able to demonstrate the benefit for customers to outsource their supply-chain by joining our shared user operations and are delighted to integrate the River Island site in Milton Keynes into the Clipper network.
Alongside our logistics activity we are pleased to welcome Wippet to the Group. Wippet will launch an online B2B marketplace to service the broader healthcare sector in the UK. This new investment is aligned to the Group's strategic intent to extend its penetration into the Life Sciences sector, which we have previously highlighted as a potential significant growth opportunity for the Group.
These opportunities will drive further EBIT(1) growth in the next financial year.
Group results
Group revenue increased by 39.1% to GBP696.2 million for the year ended 30 April 2021 (2020: GBP500.7 million), and our group underlying EBIT(1) (IAS 17 basis) grew by 52.4% to GBP31.4 million (2020: GBP20.6 million).
On an IFRS 16 basis our Group EBIT(1) grew by 22.5% to GBP39.8 million (2020: GBP32.5 million).
Diluted earnings per share were 20.9 pence for the year ended 30 April 2021 (2020: 15.8 pence), an increase of 32.3%. Basic earnings per share were 21.3 pence (2020: 15.9 pence), an increase of 34.0%.
People and Board
Clipper Logistics plc is led by a very experienced and international management team which has been able to support the growth acceleration in a highly fluid environment.
The team has a proven track record of identifying key trends within our markets to develop and deliver innovative and cost-effective solutions to drive organic growth, and in addition continues to seek strategic acquisitions in new geographies that will further enhance Group performance and shareholder value.
Governance
The executive management team comprises Tony Mannix (Chief Executive Officer), David Hodkin (Chief Financial Officer) and myself, and the Group benefits from the combined experience of Christine Cross (Senior Independent Director), Dino Rocos and Stuart Watson, our Independent Non-Executive Directors. I would like to thank all members of the Board for their invaluable contribution this year.
Dividends
The Board is recommending a final dividend of 7.1 pence per share, making a total dividend in respect of the year ended 30 April 2021 of 11.1 pence (2020: 9.7 pence) in line with our progressive dividend policy.
The proposed final dividend, if approved by shareholders, will be paid on 15 October 2021 to shareholders on the register at the close of business on 17 September 2021.
Outlook
The Group continues to be a leading provider of value-added logistics and e-fulfilment solutions to the retail sector in the UK, and is rapidly growing its operations in Mainland Europe.
Our pipeline of new opportunities remains strong and we expect further momentum with contract wins in the current financial year.
The Group's strong track record of providing innovative solutions, and supporting retailers in driving growth, cost efficiency and excellent customer service has strategically positioned us well to seize further opportunities. Our very agile and entrepreneurial culture has been a significant advantage to support our customers and enable retail.
The structural shift to online during the pandemic with continuing momentum in e-fulfilment post-pandemic together with strategically aligned acquisitions will drive further shareholder value accretion in the future years.
Steve Parkin
Executive Chairman
Operating and Financial Review
Group performance for the year ended 30 April 2021
The Group delivered a very strong performance in the financial year ended 30 April 2021 against a fluid background arising from the ongoing COVID-19 pandemic. The results reflect the resilience of the business model, being well positioned in a growing e-commerce market, together with the Group's ability to rapidly respond to changing circumstances.
Group revenue grew by 39.1% to GBP696.2 million. Group EBIT(1) for the year was GBP39.8 million compared with GBP32.5 million in the prior year, an increase of 22.5%. Underlying EBIT(1) grew by 52.4%.
Group revenue
Year ended Year ended 30 Apr 2021 30 Apr 2020 % GBPm GBPm change ------------------------------------- ------------ ------------ ------- E--fulfilment & returns management services 420.9 277.0 52.0% Non e--fulfilment logistics 194.7 143.8 35.4% ------------------------------------- ------------ ------------ ------- Total value-added logistics services 615.6 420.8 46.3% Commercial vehicles 83.6 82.5 1.4% Inter-segment sales (3.0) (2.6) ------------------------------------- ------------ ------------ ------- Group revenue 696.2 500.7 39.1% ------------------------------------- ------------ ------------ -------
Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.
Group revenue growth in the current year is largely attributable to the value-added logistics services segment, which grew by 46.3% to GBP615.6 million, with e--fulfilment & returns management services growing by 52.0% to GBP420.9 million and non e-fulfilment logistics growing by 35.4% to GBP194.7 million.
Revenue from the commercial vehicles segment was GBP83.6 million and remained flat year--on--year.
Group EBIT(1)
Year ended Year ended 30 Apr 2021 30 Apr 2020 % GBPm GBPm change ------------------------------------- ------------ ------------ ------- E--fulfilment & returns management services 31.0 23.1 34.2% Non e--fulfilment logistics 17.0 16.8 1.3% Central logistics overheads (7.9) (6.9) 13.3% ------------------------------------- ------------ ------------ ------- Total value-added logistics services 40.1 33.0 21.8% Commercial vehicles 3.3 2.3 40.4% Head office costs (3.6) (2.8) 28.9% ------------------------------------- ------------ ------------ ------- Group EBIT(1) 39.8 32.5 22.5% ------------------------------------- ------------ ------------ -------
Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.
Group EBIT(1) grew by 22.5% to GBP39.8 million in the year ended 30 April 2021 (2020: GBP32.5 million). Both segments grew strongly with value-added logistics services growing by 21.8% to GBP40.1 million and the commercial vehicles division growing by 40.4% to GBP3.3 million.
This growth is in part attributed to the revenue growth in the current year of 39.1%. There is a material non--underlying factor impacting the prior year.
GBP3.5 million of favourable contribution resulted from a 'negative goodwill' credit arising on a business combination in the year ended 30 April 2020 (see note 29 to the Group Financial Statements). This has been split equally between e--fulfilment & returns management services and non e--fulfilment logistics with GBP1.75 million in each. There was no similar contribution to EBIT(1) in the current year.
Excluding the 'negative goodwill' credit from the prior year and the impact of IFRS 16 leases (impacting both years), underlying EBIT(1) increased by GBP10.8 million (52.4%) in the year ended 30 April 2021 compared to the prior year. The table below normalises the effect of these impacts:
Year ended Year ended 30 Apr 2021 30 Apr 2020 % GBPm GBPm change ----------------------------------- ------------ ------------ ------- EBIT(1) 39.8 32.5 22.5% IFRS 16 impact (8.4) (8.4) 'Negative goodwill' - (3.5) ----------------------------------- ------------ ------------ ------- EBIT(1) (excluding non--underlying factors) 31.4 20.6 52.4% ----------------------------------- ------------ ------------ -------
Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.
EBIT(1) is the primary KPI by which the management team assesses corporate performance. EBIT(1) is assessed against Board approved budgets.
EBIT(1) margin (%) is not considered by the Directors to be a key metric since the high proportion of open book and minimum volume guarantee contracts within the value-added logistics segment distorts reported margins. This is due to an element of management fees on certain contracts being relatively fixed in the short term, so that an increase in revenue in periods of increased activity will not necessarily give rise to a proportionate increase in profit, resulting in lower reported margins. Conversely, in periods of reduced activity levels, reported margins would typically increase. Similarly, revenue derived from minimum volume guarantee contracts is fixed at a minimum level, so that a shortfall in activity levels would give rise to a lower cost base and a higher reported margin. In addition, within the commercial vehicles segment, the level of high value, relatively low margin new vehicle sales also distorts reported margins. Accordingly, EBIT(1) is a more relevant measure of financial performance than EBIT(1) margin (%).
Segmental trading overview
Clipper is managed through two distinct operating segments, being value--added logistics services and commercial vehicles. The value--added logistics services segment is further subdivided into two business activities, being e--fulfilment & returns management services and non e--fulfilment logistics.
Value-added logistics services
Year ended Year ended 30 Apr 2021 30 Apr 2020 % GBPm GBPm change ----------------------------------- ------------ ------------ ------- Revenue 615.6 420.8 46.3% ----------------------------------- ------------ ------------ ------- EBIT(1) 40.1 33.0 21.8% EBIT(1) (excluding non--underlying factors) 31.9 21.5 48.4% ----------------------------------- ------------ ------------ -------
Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.
Revenue in the year ended 30 April 2021 within the value--added logistics services operating segment was GBP615.6 million, representing growth on the previous year of 46.3%.
This growth is due to a combination of the full year impact of new contracts won in the prior year, new contracts won in the year ended 30 April 2021 and organic growth in existing customers in the UK.
These revenue items had a positive impact on EBIT(1). EBIT(1) excluding non-underlying factors grew by GBP10.4 million to GBP31.9 million; growth of 48.4% in the year ended 30 April 2021. The trading factors contributing to the growth in this segment are covered in more detail below.
Reported EBIT(1) benefited from:
-- GBP3.5 million of favourable contribution from a 'negative goodwill' credit arising on a business combination in the year ended 30 April 2020 (see note 29 to the Group Financial Statements). This has been split equally between e fulfilment & returns management services and non e fulfilment logistics with GBP1.75 million in each. There was no similar contribution to EBIT(1) in the current year.
The following table normalises this together with the impact of IFRS 16 (impacting both years):
Year ended Year ended 30 Apr 2021 30 Apr 2020 % GBPm GBPm change ----------------------------------- ------------ ------------ ------- EBIT(1) 40.1 33.0 21.8% IFRS 16 impact (8.2) (8.0) 'Negative goodwill' (3.5) ----------------------------------- ------------ ------------ ------- EBIT(1) (excluding non--underlying factors) 31.9 21.5 48.4% ----------------------------------- ------------ ------------ -------
Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.
E-fulfilment & returns management services
Year ended Year ended 30 Apr 2021 30 Apr 2020 % GBPm GBPm change ---------------------------------- ------------ ------------ ------- Revenue 420.9 277.0 52.0% ---------------------------------- ------------ ------------ ------- EBIT(1) 31.0 23.1 34.2% EBIT(1) (excluding non-underlying factors) 25.3 15.8 60.1% ---------------------------------- ------------ ------------ -------
Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.
E--fulfilment & returns management services include the receipt, warehousing, stock management, picking, packing and despatch of products on behalf of customers to support their online trading activities, as well as a range of ancillary support services including returns management, branded as Boomerang(TM), under which returns of products are managed on behalf of retailers. This business activity also includes click and collect activities (through the Clicklink(TM) joint venture) and Technical Services.
Revenue from e--fulfilment & returns management services increased by 52.0% from GBP277.0 million for the year ended 30 April 2020 to GBP420.9 million for the year ended 30 April 2021, with EBIT(1) excluding non--underlying factors growing by 60.1% to GBP25.3 million. Reported EBIT(1) was 34.2% higher than in the previous year. Included within reported EBIT(1) in the prior year was GBP1.8 million of 'negative goodwill' relating to the business combination. There was no similar transaction in the current year.
The following table normalises this together with the impact of IFRS 16 (impacting both years):
Year ended Year ended 30 Apr 2021 30 Apr 2020 % GBPm GBPm change ----------------------------------- ------------ ------------ ------- EBIT(1) 31.0 23.1 34.2% IFRS 16 impact (5.7) (5.5) 'Negative goodwill' (1.8) ----------------------------------- ------------ ------------ ------- EBIT(1) (excluding non--underlying factors) 25.3 15.8 60.1% ----------------------------------- ------------ ------------ -------
Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.
This growth represents a significant increase on the double digit percentage EBIT(1) growth of prior years and delivers against our stated objective of being a market leader in the provision of value--added services across the e--fulfilment sector.
The solid financial performance in e--fulfilment & returns management services benefited from the following:
-- the part year impact of operations commenced during the year ended 30 April 2021, including: Linenbundle, Revolution Beauty, T.M.Lewin and the activities arising from the supply of PPE and other ancillary products to healthcare providers through the online portal in partnership with eBay and Royal Mail. The impact of these activities will not be fully realised until the year ending 30 April 2022; -- the full year impact of operations commenced during the year ended 30 April 2020, including: Amara Living, Hope & Ivy, Joules, N Brown, Nutmeg online operation for Morrisons, Simba Sleep and The Very Group; -- volume growth and extension of services on existing contracts, notably with BAT Vype, Browns, LoveCrafts, Wilko and Zara in the UK, in part driven by particularly strong organic growth in the UK e fulfilment market due to the continuing shift in retail trends towards online trading; -- Technical Services saw significant increases in activity on the Amazon, Panasonic and Vestel accounts. Nintendo repair volumes continued to grow from the prior year. The new mezzanine floor at Oldham has allowed for extra processing activity; and -- Clicklink(TM), our joint venture with John Lewis, contributed significantly to the current year. Many of Clicklink(TM)'s customers were impacted by the closure of non-essential retail. However, we have seen more buoyant volumes being driven through the Waitrose network, having added Sweaty Betty to the Waitrose Collect opportunity, which has driven more volume through this proposition.
Europe was impacted to a greater degree than the UK as a result of restrictions in response to the pandemic, with revenue falling 10% compared with the prior year.
Whilst we experienced some organic revenue decline with certain of our customers, overall revenue growth was strong due to the structural shift to online.
Since the year end, we have commenced activities with new customers including Mountain Warehouse, River Island and JD Sports which we expect to further drive EBIT(1) growth in the year ending 30 April 2022. In Europe, we are pleased that since the year end, we have experienced the return of high volumes on the Westwing contract, secured a contract extension with ASOS in Poland, commenced a trial with Zalando, and we have commenced operations in the Netherlands, a new jurisdiction for the Group, with Farfetch. The Board expects European logistics to be a high growth area of the Group in future years.
Non e-fulfilment logistics
Year ended Year ended 30 Apr 2021 30 Apr 2020 % GBPm GBPm change ----------------------------------- ------------ ------------ ------- Revenue 194.7 143.8 35.4% ----------------------------------- ------------ ------------ ------- EBIT(1) 17.0 16.8 1.3% EBIT(1) (excluding non--underlying factors) 14.5 12.5 16.0% ----------------------------------- ------------ ------------ -------
Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.
Non e--fulfilment logistics operations include receipt of inbound product, warehousing, picking, packing and distribution of products on behalf of customers in traditional bricks and mortar retail. Within this business activity, the Group handles high value products, including tobacco, alcohol and designer clothing, and also undertakes traditional retail support services including processing, storage and distribution of products, particularly fashion, to high street retailers.
Despite a difficult background during the pandemic, the Group is pleased to report that revenue from non e--fulfilment increased by 35.4% for the year ended 30 April 2021, from GBP143.8 million to GBP194.7 million.
Reported EBIT(1) grew by 1.3% to GBP17.0 million in the year ended 30 April 2021. EBIT(1) in this business activity benefited from GBP1.8 million of 'negative goodwill' in the year ended 30 April 2020.
As a result, EBIT(1) excluding non--underlying factors increased by 16.0% to GBP14.5 million in the year ended 30 April 2021. The following table normalises this together with the impact of IFRS 16 (impacting both years):
Year ended Year ended 30 Apr 2021 30 Apr 2020 % GBPm GBPm change ----------------------------------- ------------ ------------ ------- EBIT(1) 17.0 16.8 1.3% IFRS 16 impact (2.5) (2.5) 'Negative goodwill' - (1.8) ----------------------------------- ------------ ------------ ------- EBIT(1) (excluding non--underlying factors) 14.5 12.5 16.0% ----------------------------------- ------------ ------------ -------
Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.
The following factors contributed positively to the EBIT(1) growth:
-- the full year effect of the activities commenced in the prior year, including SLG and New Girl Order; -- organic volume growth with existing customers, including Asda, Browns, Ginger Ray, Morrisons and SuperGroup; -- increased activity in contract packing; -- relief operations for H&M and Next, demonstrating the Group's agile nature in responding to retailers' challenges; and -- part year contributions from new activities commenced in the year ended 30 April 2021, in particular growth in the Life Sciences vertical, being the distribution of PPE to hospital trusts and local resilience services and COVID-19 testing kits. Such activities will generate a full year of contribution in the year ending 30 April 2022.
The following factors had an adverse impact on revenue and EBIT(1) year--on--year:
-- various contracts ceased in the year ended 30 April 2021, including Arcadia (due to liquidation) and Edinburgh Woollen Mill (due to liquidation). However due to ongoing services provided to the administrators for both customers we were able to mitigate some of the losses, and we continue to have ongoing relationships with the majority of the new owners of the brands bought out of administration; and -- some decline with certain other retail customers driven by high street market conditions and the closure of non-essential retail in response to the COVID-19 pandemic.
Central logistics overheads
Year ended Year ended 30 Apr 2021 30 Apr 2020 % GBPm GBPm change -------- ------------ ------------ ------- EBIT(1) (7.9) (6.9) 13.3% -------- ------------ ------------ -------
Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.
Central logistics overheads include the costs of the directors of the logistics business, the project delivery and IT support teams, sales and marketing, accounting and finance, and human resources, that cannot be allocated in a meaningful way to business units.
Central logistics overheads increased by GBP1.0 million (13.3%), from GBP6.9 million in the year ended 30 April 2020 to GBP7.9 million in the year ended 30 April 2021.
We have continued to invest in the operational support and back office functions of the business to accommodate revenue growth, thereby increasing the overhead base.
Commercial vehicles
Year ended Year ended 30 Apr 2021 30 Apr 2020 % GBPm GBPm change ----------------------------------- ------------ ------------ ------- Revenue 83.6 82.5 1.4% ----------------------------------- ------------ ------------ ------- EBIT(1) 3.3 2.3 40.4% EBIT(1) (excluding non--underlying factors) 3.1 2.0 53.4% ----------------------------------- ------------ ------------ -------
Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.
The commercial vehicles business, Northern Commercials (Mirfield) Limited, operates Iveco and Fiat commercial vehicle dealerships from four dealership locations and has two sub--dealers. Main dealerships are located in Brighouse, Manchester, Northampton, and Tonbridge. The business operates across the north of England and into Wales, through the Midlands and into the South East.
Commercial vehicles revenue for the year ended 30 April 2021 grew by a marginal 1.4% to GBP83.6 million despite a significantly reduced service operation with Government mandated closure of non-essential retail at various parts of the year in response to the COVID--19 pandemic.
New vehicles sold in the year ended 30 April 2021 were 1,517; an increase of 118 units compared with the prior year. Used vehicle sales in the year ended 30 April 2021 were 376 units compared with 271 units in the prior year. Bodyshop and Service hours sold in the year ended 30 April 2021 were 147,758 compared with 147,279 in the prior year.
EBIT(1) for the year increased by 40.4% to GBP3.3 million as a result of the above, which is encouraging given the difficult background arising from the pandemic. EBIT(1) excluding non-underlying factors grew by 53.4% from GBP2.0 million to GBP3.1 million excluding the impact of IFRS 16.
Head office costs
Year ended Year ended 30 Apr 2021 30 Apr 2020 % GBPm GBPm change -------- ------------ ------------ ------- EBIT(1) (3.6) (2.8) 28.9% -------- ------------ ------------ -------
Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.
Head office costs represent the cost of certain Executive and Non--Executive Directors, other central senior management, plc compliance costs and the costs of the plc head office at Central Square, Leeds.
Head office costs increased by GBP0.8 million (28.9%), from GBP2.8 million in the year ended 30 April 2020 to GBP3.6 million in the year ended 30 April 2021. The year--on--year increase in head office costs is largely due to the recruitment of additional SMT members to support the future growth of the Group.
Overview of profit and loss performance for the year ended 30 April 2021
The revenue and EBIT(1) performance of the Group are as discussed above. The other aspects of the Group income statement are discussed below.
Overall share based payment charges
Share based payment charges of GBP0.7 million have been recognised in the income statement for the current year (2020: GBP0.3 million) primarily to central logistics overheads and head office costs (as appropriate) in respect of the Sharesave Plan and the Performance Share Plan ("PSP") (see note 25 to the Group Financial Statements and page 74 of the Directors' Remuneration Report contained in the Company's 2021 Annual Report and Accounts (available to download from www.clippergroup.co.uk/report-accounts/ )). The increase in the overall charge relates to the timing of grants.
Net finance costs
Net finance costs for the year ended 30 April 2021 decreased by 4.8% to GBP10.6 million (2020: GBP11.1 million), the decrease being largely as a result of reduced bank interest due to lower utilisation of the Revolving Credit Facility ("RCF") throughout the year and reduced interest costs on hire purchase and finance lease agreements due to lower requirements of facilities to fund capital expenditure in the year.
IFRS 16 lease interest for the year ended 30 April 2021 was GBP8.0 million which was comparable to the prior year (2020: GBP8.0 million).
Profit Before Tax and Amortisation and Exceptional Costs ("PBTA")
PBTA is defined as profit before income tax, before amortisation of intangible assets arising on consolidation, and exceptional costs. Whilst not considered a KPI by management, this measure is used by market analysts. PBTA was GBP28.8 million (GBP26.7 million PBT plus GBP1.3 million amortisation of other intangible assets plus GBP0.8 million of exceptional costs) for the year ended 30 April 2021, an increase of 31.5% on the PBTA for the year ended 30 April 2020 of GBP21.3 million (GBP20.1 million PBT plus GBP1.2 million amortisation of other intangible assets).
Exceptional costs of GBP0.8 million relate to GBP0.5 million of aborted acquisition costs and GBP0.3 million relating to redundancy costs incurred within our commercial vehicles segment as a direct consequence of the COVID-19 pandemic.
Taxation
The effective rate of taxation of 19.0% (2020: 19.5%) is in line with the standard UK rate of income tax applicable in the year of 19.0% (2020: 19.0%). The impact of certain expenditure which is disallowable for tax purposes and the higher effective rate in Germany and Poland is offset by the significant contribution from Clicklink(TM) in the year. As it is an equity-accounted investment, the post-tax contribution of Clicklink(TM) is included in the Group's pre-tax result.
Profit after tax
The profit after tax for the year ended 30 April 2021 was GBP21.7 million (2020: GBP16.2 million), an increase of 33.8%.
Earnings per share
Earnings per share were 21.3 pence for the year ended 30 April 2021 (2020: 15.9 pence). Adjusted to remove amortisation of intangible assets arising on consolidation, earnings per share were 22.3 pence (2020: 17.0 pence).
Current trading and outlook
In the year ending 30 April 2022, we expect revenue to benefit from:
-- the full year effect of the new operations brought online in the logistics segment. As noted previously, the Group commenced activities on a number of new contracts in the year ended 30 April 2021; -- growth with existing customers, either organically - particularly with those in e commerce who will benefit from market growth - or through new service lines for those customers; -- growth from conversion of some of the opportunities on our new business pipeline, including in mainland Europe. These opportunities will be converted through a focus on retail specialisms and provision of cost effective, value added solutions. Some of these new business activities will not reach full year run rate until the year ending 30 April 2023 and beyond; and -- operations which have either recently commenced after the year end or other known new activities which are at various stages of planning. The annualised impact of these activities will not be fully delivered until the year ending 30 April 2023.
The Board is confident that the Group is strongly positioned to grow in the future.
Balance sheet and cash flow
Capital expenditure and fixed assets
Additions to intangible assets in the year ended 30 April 2021 were GBP2.6 million (2020: GBP1.0 million). Noteworthy additions in the year included a new telematics transport management system which will reduce the cost and environmental impact of our fleet operations, maximise utilisation, increase efficiency and improve safety and driver performance. In addition, we completed our migration to Node 4, a cloud based, enterprise level, IT infrastructure solution.
Additions to property, plant and equipment in the year ended 30 April 2021 were GBP7.1 million (2020: GBP8.1 million). GBP7.0 million of this was incurred in the logistics services segment (2020: GBP7.9 million) and GBP0.1 million (2020: GBP0.2 million) in the commercial vehicles segment. Within logistics, noteworthy additions in the year include additional mezzanine capacity at our Peterborough Distribution Centres in order to facilitate new contract wins, installation of energy efficient LED lighting at our Selby site, and further fitout and hardware costs across our sites to accommodate growth in existing contracts.
Additions to right-of-use assets in the year ended 30 April 2021 were GBP61.6 million (2020: GBP13.8 million). GBP51.0 million (2020: GBP4.4 million) of these related to property leases and GBP7.1 million (2020: GBP6.8 million) related to vehicle leases. During the year we entered into new property leases at Sherburn, Lutterworth, a second facility in Sheffield and in Venray in the Netherlands.
The cash outlay on capital expenditure in the year of GBP9.7 million (2020: GBP9.1 million) was mitigated by GBP1.6 million (2020: GBP5.7 million) of funding for additions in the prior year drawn on hire purchase and finance lease agreements in the year under review.
In the year ended 30 April 2021, we disposed of assets with a net book value of GBP0.4 million, on which we generated a loss on disposal of GBP0.2 million.
In the prior year, we disposed of assets with a net book value of GBP0.4 million, on which we generated a profit on disposal of GBP0.1 million.
Clipper's outstanding capital expenditure commitment at 30 April 2021 was GBP12.0 million (2020: GBP3.6 million), reflecting the timing of investments in new and existing customer contracts.
Cash flow
Cash generated from operations was GBP86.9 million (2020: GBP60.4 million).
The business continues to be highly cash generative. Under the UK logistics business model, Clipper is typically paid in the month in which services are delivered on open book and minimum volume guarantee contracts, giving rise to a typically net favourable impact on working capital, whilst in the commercial vehicles division working capital is substantially funded by the manufacturer through stocking facilities for new vehicles and trade credit terms for parts supplied.
In the year ended 30 April 2021, we generated GBP13.3 million of cash inflow from working capital (2020: GBP1.3 million inflow).
There are a number of cash flows disclosed outside of cash flow from operating activities which occur regularly, although the magnitude of these can significantly change year--on--year.
These cash flows include dividends, drawdown and repayment of bank loans, sales and purchases of fixed assets (including repayments on assets purchased under finance leases), income tax payments, interest payments and share issues. Taking each of these in turn:
-- dividends paid in the year ended 30 April 2021 amounted to GBP10.4 million, an increase of 2.0% on the prior year (2020: GBP10.2 million), and in line with our stated dividend policy; -- cash flows arising from the drawdown and repayments of bank loans were a GBP3.3 million outflow in the year ended 30 April 2021 (2020: GBP1.2 million inflow), as financing requirements were reduced in the year; -- net cash purchases of fixed assets amounted to GBP8.1 million in the year ended 30 April 2021 (2020: GBP6.7 million), with a further GBP49.8 million (2020: GBP43.3 million) of cash used to repay leases. Finance leasing and hire purchase funding remains an attractive means of funding for Clipper, as the future cash outflows can be funded through future cash inflows on open book contracts. Sales of non current assets generated GBP0.2 million in the year ended 30 April 2021 (2020: GBP0.6 million); -- included within investing activities is GBPnil (2020: GBP2.9 million) of cash outflow relating to the business combination (see note 29 to the Group Financial Statements); -- income tax of GBP5.4 million was paid in the year ended 30 April 2021 (2020: GBP3.5 million), due to increased profitability in the year and the deferment of a payment relating to the prior year which was paid in the current year; -- interest paid decreased by GBP1.9 million to GBP1.1 million in the year ended 30 April 2021 (2020: GBP3.0 million), primarily due to decreased utilisation of the RCF over the course of the year and reduced borrowing levels on hire purchase contracts and stocking lines; and -- cash inflows of GBP0.3 million were generated from shares issued in the year ended 30 April 2021, compared with GBP0.1 million in the prior year.
Whilst the timing and magnitude of dividends, tax payments and interest payments can be predicted with relative certainty, the timing of drawdowns on bank loans and fixed asset--related cash flows is much more dependent on specific one--off projects, and so can quite easily fall into one financial period or the next.
Net debt(3)
In addition to EBIT(1), net debt(3) is considered a KPI for the Group. The Group had GBP16.9 million of net debt(3) outstanding at 30 April 2021 (2020: GBP45.1 million) (see note 21 to the Group Financial Statements), a decrease of GBP28.2 million. The decrease in net debt(3) was driven primarily by increased cash of GBP15.3 million, a reduction in hire purchase and finance lease contracts of GBP9.2 million and a GBP3.6 million decrease in bank loans. It is worth noting that where an open book customer has a strong credit rating, Clipper will often fund the initial capital requirements on the condition that the customer commits to repaying this over the term of the contract, together with finance charges and a management fee. At 30 April 2021, Clipper had GBP31.7 million (2020: GBP35.4 million) of capital contracted to be recovered from open book customers over the remaining term of the customer contracts.
Alternative performance measures ("APMs")
APMs are used by the Board to assess the Group's financial performance, for analysis and for incentive--setting purposes. These measures are not defined by International Financial Reporting Standards ("IFRS") and therefore may not be directly comparable with other companies' APMs, including those in the Group's industry. The Operating and Financial Review has used APMs to aid comparability to the prior year.
APMs should be considered in addition to and are not intended to be a substitute for IFRS measurements. The table below reconciles APMs to statutory measures as defined by IFRS.
Year ended April 2021 Year ended April 2020 GBPm GBPm ------------ ------------------------- -------------------------------------------------- Excluding IFRS 16 IFRS 16 IFRS 16 Non-underlying Reported impact APM Reported impact impact items(2) APM ------------ --------- -------- ---- -------- ------- --------- -------------- ---- EBIT(1) 39.8 (8.4) 31.4 32.5 (8.4) 24.1 (3.5) 20.6 Net debt(3) 223.7 (206.8) 16.9 217.1 (172.0) 45.1 - 45.1 ------------ --------- -------- ---- -------- ------- --------- -------------- ---- 1 EBIT is defined as operating profit, including the Group's share of operating profit in equity accounted investees and before the amortisation of intangible assets and other exceptional costs. 2 Non underlying items in the year ended 30 April 2020 were GBP3.5 million 'negative goodwill' release relating to the IFRS 3 business combination (see note 29 to the Group Financial Statements). 3 Net debt is defined as financial liabilities: borrowings less cash and cash equivalents less non current financial assets and leases previously classified as finance leases and hire purchase agreements under IAS 17.
David Hodkin
Chief Financial Officer
Directors' Statement on Basis of Preparation - Announcement
Whilst the financial information included in this announcement has been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 and International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union, this statement does not itself contain sufficient information to comply with IFRS.
These financial results do not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006. The Group Income Statement, Group Statement of Comprehensive Income, Group Statement of Financial Position, Group Statement of Changes in Equity, and Group Statement of Cash Flows, and selected notes for the year ended 30 April 2021 have been extracted from the Group's audited Financial Statements for the year then ended.
The financial information contained within the preliminary announcement for the year ended 30 April 2021 was approved by the Board on 24 August 2021. Statutory accounts for the year ended 30 April 2021 were approved on the same date and will be delivered to the Registrar of Companies following the Company's Annual General Meeting. The auditors have reported on these Financial Statements. Their report was unqualified and did not contain a statement under s.498 (2) or (3) of the Companies Act 2006.
Responsibility Statement of the Directors in respect of the Annual Report and the Financial Statements
The following responsibility statement made by the Directors is repeated here solely for the purpose of complying with DTR 6.3.5. This statement relates to and is extracted from page 90 of the Company's 2021 Annual Report and Accounts. Responsibility is for the full Annual Report and Accounts not the extracted information presented in this announcement.
We confirm that to the best of our knowledge:
-- the Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and -- the Strategic Report and Directors' Report include a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
We consider the Annual Report and the Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy.
Group Income Statement
For the year ended 30 April
2021 2020 Group Group Note GBP'000 GBP'000 ------------------------------------------------------------------ ---- --------- --------- Revenue 3 696,201 500,671 Cost of sales (477,637) (358,653) ------------------------------------------------------------------ ---- --------- --------- Gross profit 218,564 142,018 Other net gains or losses 6 (38) 4,097 Administration and other expenses (182,666) (114,686) ------------------------------------------------------------------ ---- --------- --------- Operating profit before share of equity-accounted investees, net of tax 4 35,860 31,429 Share of equity-accounted investees, net of tax 1,426 (231) ------------------------------------------------------------------ ---- --------- --------- Operating profit 6 37,286 31,198
------------------------------------------------------------------ ---- --------- --------- EBIT* 39,772 32,454 Less: amortisation of other intangible assets 4 (1,269) (1,240) exceptional costs 6 (789) - share of tax and finance costs of equity-accounted investees 4 (428) (16) Operating profit 6 37,286 31,198 ------------------------------------------------------------------ ---- --------- --------- Finance costs 8 (10,647) (11,155) Finance income 9 92 64 ------------------------------------------------------------------ ---- --------- --------- Profit before income tax 26,731 20,107 Income tax expense 10 (5,074) (3,915) ------------------------------------------------------------------ ---- --------- --------- Profit for the financial year 21,657 16,192 Basic earnings per share 11 21.3p 15.9p Diluted earnings per share 11 20.9p 15.8p ------------------------------------------------------------------ ---- --------- ---------
* EBIT is defined as operating profit, including the Group's share of operating profit in equity-accounted investees and before the amortisation of intangible assets and other exceptional costs.
Group Statement of Comprehensive Income
For the year ended 30 April
2021 2020 Group Group GBP'000 GBP'000 ------------------------------------------------- -------- -------- Profit for the financial year 21,657 16,192 Other comprehensive expense for the year, net of tax: To be reclassified to the income statement in subsequent periods: Exchange differences on retranslation of foreign operations 64 (504) -------------------------------------------------- -------- -------- Total comprehensive income for the financial year 21,721 15,688 -------------------------------------------------- -------- --------
All activities in the current and prior year are from continuing operations. Total comprehensive income for the year is attributable to equity shareholders of Clipper Logistics plc.
Group Statement of Financial Position
At 30 April
2021 2020 Group Group Note GBP'000 GBP'000 ----------------------------------------------- ---- -------- -------- Assets: Non-current assets ----------------------------------------------- ---- -------- -------- Goodwill 25,951 25,951 Other intangible assets 12,244 11,997 ----------------------------------------------- ---- -------- -------- Intangible assets 12 38,195 37,948 Property, plant and equipment 14 31,151 28,966 Right-of-use assets 15 215,799 186,213 Interest in equity-accounted investees 16 2,060 634 Non-current financial assets 28 1,950 1,950 Deferred tax assets 10 2,091 1,154 ----------------------------------------------- ---- -------- -------- Total non-current assets 291,246 256,865 ----------------------------------------------- ---- -------- -------- Current assets Inventories 17 22,697 27,857 Trade and other receivables 18 143,885 102,742 Cash and cash equivalents 19 17,998 2,724 ----------------------------------------------- ---- -------- -------- Total current assets 184,580 133,323 ----------------------------------------------- ---- -------- -------- Total assets 475,826 390,188 ----------------------------------------------- ---- -------- -------- Equity and liabilities: Current liabilities Trade and other payables 20 174,676 130,813 Financial liabilities: borrowings 21 160 19,315 Lease liabilities: short-term 22 39,349 38,378 Short-term provisions 23 6,173 99 Current income tax liabilities 1,001 1,760 ----------------------------------------------- ---- -------- -------- Total current liabilities 221,359 190,365 ----------------------------------------------- ---- -------- -------- Non-current liabilities Financial liabilities: borrowings 21 15,677 126 Lease liabilities: long-term 22 188,468 163,906 Long-term provisions 23 7,335 6,521 ----------------------------------------------- ---- -------- -------- Total non-current liabilities 211,480 170,553 ----------------------------------------------- ---- -------- -------- Total liabilities 432,839 360,918 ----------------------------------------------- ---- -------- -------- Equity shareholders' funds Share capital 24 51 51 Share premium 2,480 2,174 Currency translation reserve (548) (612) Other reserve 84 84 Merger reserve 6,006 6,006 Share based payment reserve 3,589 1,669 Retained earnings 31,325 19,898 ----------------------------------------------- ---- -------- -------- Total equity attributable to the owners of the Company 42,987 29,270 ----------------------------------------------- ---- -------- -------- Total equity and liabilities 475,826 390,188 ----------------------------------------------- ---- -------- --------
Group Statement of Changes in Equity
For the year ended 30 April
Currency Share Share translation Other Carried capital premium reserve reserve forward Group Group Group Group Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ------------------------------------- -------- --------- ------------ -------- --------- Balance at 1 May 2019 51 2,060 (108) 84 2,087 IFRS 16 transition adjustment - - - - - Profit for the year - - - - - Other comprehensive income/(expense) - - (504) - (504) Equity settled transactions - - - - - Share issue - 114 - - 114 Dividends - - - - - ------------------------------------- -------- --------- ------------ -------- --------- Balance at 30 April 2020 51 2,174 (612) 84 1,697 ------------------------------------- -------- --------- ------------ -------- --------- Profit for the year - - - - - Other comprehensive income - - 64 - 64 Equity settled transactions - - - - - Share issue - 306 - - 306 Dividends - - - - - ------------------------------------- -------- --------- ------------ -------- --------- Balance at 30 April 2021 51 2,480 (548) 84 2,067 ------------------------------------- -------- --------- ------------ -------- --------- Share based Brought Merger payment Retained forward reserve reserve earnings Total Group Group Group Group Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ------------------------------------- -------- -------- -------- --------- --------
Balance at 1 May 2019 2,087 6,006 1,643 33,479 43,215 IFRS 16 transition adjustment - - - (19,627) (19,627) Profit for the year - - - 16,192 16,192 Other comprehensive income/(expense) (504) - - - (504) Equity settled transactions - - 26 20 46 Share Issue 114 - - - 114 Dividends - - - (10,166) (10,166) ------------------------------------- -------- -------- -------- --------- -------- Balance at 30 April 2020 1,697 6,006 1,669 19,898 29,270 ------------------------------------- -------- -------- -------- --------- -------- Profit for the year - - - 21,657 21,657 Other comprehensive income 64 - - - 64 Equity settled transactions - - 1,920 144 2,064 Share issue 306 - - - 306 Dividends - - - (10,374) (10,374) ------------------------------------- -------- -------- -------- --------- -------- Balance at 30 April 2021 2,067 6,006 3,589 31,325 42,987 ------------------------------------- -------- -------- -------- --------- --------
Group Statement of Cash Flows
For the year ended 30 April
2021 2020 Group Group Note GBP'000 GBP'000 ------------------------------------------------------------- ----- -------- -------- Operating activities: Profit before tax 26,731 20,107 Adjustments to reconcile profit before tax to net cash flows: - Depreciation and impairment of property, plant and equipment 6 4,605 3,244 - Depreciation of right-of-use assets 6 36,268 32,946 - Amortisation and impairment of intangible assets 6 2,295 2,114 - Loss/(profit) on disposal of non-current assets 6 167 (468) - Share of equity-accounted investees, net of tax 16 (1,426) 231 - 'Negative goodwill' 29 - (3,499) - Exchange differences 73 (582) - Net finance costs 8 & 9 10,555 11,091 - Share based payments 25 650 348 Working capital adjustments: - (Increase)/decrease in trade and other receivables and prepayments (41,241) (8,527) - Decrease/(increase) in inventories 5,259 (3,365) - Increase/(decrease) in trade and other payables 49,313 13,182 ------------------------------------------------------------- ----- -------- -------- Cash generated from operating activities before interest and tax 93,249 66,822 - Interest received 115 46 - Interest paid (1,064) (2,954) - Income tax paid (5,358) (3,541) ------------------------------------------------------------- ----- -------- -------- Net cash flows from operating activities 86,942 60,373 ------------------------------------------------------------- ----- -------- -------- Investing activities: - Purchase of property, plant and equipment (7,112) (8,141) - Purchase of right-of-use assets (170) (3,260) - Purchase of intangible assets (2,583) (951) - Proceeds from sale of property, plant and equipment 22 389 - Proceeds from sale of right-of-use assets 151 106 * Proceeds from sale of intangible assets 44 117 * Acquisition of a business 29 - (2,899) ------------------------------------------------------------- ----- -------- -------- Net cash flows from investing activities (9,648) (14,639) ------------------------------------------------------------- ----- -------- -------- Financing activities: * Drawdown of bank loans - 2,000 * Debt issue costs paid (467) - * Shares issued 24 306 114 * Dividends paid 7 (10,374) (10,166) * Repayment of bank loans (3,315) (789) * Financing advanced in relation to right-of-use assets 1,627 5,654 * Repayment of lease liabilities (49,797) (43,340) ------------------------------------------------------------- ----- -------- -------- Net cash flows from financing activities (62,020) (46,527) ------------------------------------------------------------- ----- -------- -------- Net increase/(decrease) in cash and cash equivalents 15,274 (793) ------------------------------------------------------------- ----- -------- -------- Cash and cash equivalents at start of year 2,724 3,517 ------------------------------------------------------------- ----- -------- -------- Cash and cash equivalents at end of year 17,998 2,724 ------------------------------------------------------------- ----- -------- --------
Notes to the Group Financial Results
1. General information
The results comprise those of Clipper Logistics plc and its subsidiaries for the year ended 30 April 2021 and does not constitute the Group's statutory accounts for the years ended 30 April 2021 or 2020 but is derived from those accounts. The Group Financial Statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and approved by the Directors ("IFRSs").
Statutory accounts for the years ended 30 April 2021 and 30 April 2020 have been reported on by the auditor. Their reports for both years (i) were unqualified; (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their audit report and (iii) did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006.
Statutory accounts for the year ended 30 April 2020 have been filed with the Registrar of Companies. The statutory accounts for the year ended 30 April 2021, which were approved by the Board on 24 August 2021, will be delivered to the Registrar of Companies following the Company's Annual General Meeting.
The Group Financial Statements for the year ended 30 April 2021 were authorised for issue by the Board of Directors on 24 August 2021 and the Group Statement of Financial Position was signed on the Board's behalf by David Hodkin.
Clipper Logistics plc (the "Company") and its subsidiaries (together the "Group") provide value-added logistics and other services predominantly to the retail sector and also operate as distributors of commercial vehicles.
The Company is limited by share capital, incorporated and domiciled in the United Kingdom. The address of its registered office is Clipper Logistics Group, Gelderd Road, Leeds, LS12 6LT.
2. Summary of significant accounting policies
The results for the year have been prepared on a basis consistent with the accounting policies set out in Clipper's Annual Report and Accounts for the year ended 30 April 2020 except as noted below.
As the Group prepares its financial information in accordance with IFRS as adopted by the United Kingdom, the application of new standards and interpretations will be subject to them having been endorsed for use in the UK via the UK Endorsement mechanism. In the majority of cases this will result in an effective date consistent with that given in the original standard or interpretation but the need for endorsement restricts the Group's discretion to early adopt standards.
In May 2020, the ("IASB") published an amendment 'COVID-19 Related Rent Concessions (Amendment to IFRS 16). The amendment introduced a practical expedient to IFRS 16 'Leases', which provides relief for lessees in assessing whether specific COVID-19 concessions are considered to be lease modifications.
All conditions need to be met by the lessee for the practical expedient to be applied:
-- the rent concession provides relief to payments that overall results in consideration for the lease contract being substantially the same or less than the original consideration for lease immediately before the concession provided; -- the rent concession is for relief for payments that were originally due on or before 30 June 2021; and -- there are no other substantive changes to the other terms and conditions of the lease.
The Group took advantage of delays to rental payments in the first 3 months of the financial year. The consideration due under the lease contract did not change, with the payment just being deferred by up to 12 months. The Group has therefore taken advantage of the practical expedient to not assess the affected lease contracts as lease modifications.
The adoption of the following standards, amendments and interpretations in the current period have not had a material impact on the Group's Financial Statements:
-- Amendments to references to the Conceptual Framework in IFRS Standards; -- Amendments to IAS 1, IAS 8 regarding the definition of material; -- Amendments to IFRS 7, IFRS 9, regarding pre-replacement issues in the context of the IBOR reform; and -- Amendments to IFRS 16 regarding COVID-19 related rent concessions.
3. Revenue
Revenue is disaggregated into two distinct operating segments. This is consistent with the revenue information that is disclosed for each reportable segment under IFRS 8 'Operating Segments', as reported in note 4 to the Group Financial Statements.
Revenue recognised in the income statement is analysed as follows:
2021 2020 Group Group GBP'000 GBP'000 ------------------------------------------- -------- -------- E-fulfilment & returns management services 420,914 276,979 Non e-fulfilment logistics 194,699 143,847 -------------------------------------------- -------- -------- Value-added logistics services 615,613 420,826 -------------------------------------------- -------- -------- Commercial vehicles 83,638 82,495 Inter-segment sales (3,050) (2,650) -------------------------------------------- -------- -------- Revenue from external customers 696,201 500,671 -------------------------------------------- -------- --------
Geographical information - revenue from external customers:
2021 2020 Group Group GBP'000 GBP'000 -------------------------------- -------- -------- United Kingdom 591,528 424,057 Rest of Europe 104,673 76,614 --------------------------------- -------- -------- Revenue from external customers 696,201 500,671 --------------------------------- -------- --------
Geography is determined by the location of the end customer.
In the year ended 30 April 2021, the Group had one customer which exceeded 10% of total revenue. Total revenue from this customer amounted to GBP92,784,000, of which GBP45,464,000 is reported within E-fulfilment & returns management services and GBP47,320,000 is reported within Non e-fulfilment logistics. There were no such customers to report in the year ended 30 April 2020.
The following table provides information about receivables, contract assets and contract liabilities from contracts:
2021 2020 Group Group GBP'000 GBP'000 --------------------------------------------------- -------- -------- Receivables, which are included in 'Trade and other receivables' 100,683 62,920 Contract assets, which are included in 'Trade and other receivables' 18,966 13,303 Contract liabilities, which are included in 'Trade and other payables' 39,264 22,423 ---------------------------------------------------- -------- --------
The contract assets primarily relate to the Group's right to consideration for work completed but not billed as at 30 April 2021. The contract assets are transferred to receivables when the rights become unconditional. The contract liabilities primarily relate to the advance consideration received from customers. Contract liabilities of GBP39,264,000 (2020: GBP22,423,000) will be recognised in Revenue in the year ending 30 April 2022 when the performance obligations are expected to be satisfied.
4. Segment information
For the Group, the Chief Operating Decision Maker ("CODM") is the main Board of Directors. The CODM monitors the operating results of each business unit separately for the purposes of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss, both before and after exceptional or discontinuing items. This measurement basis excludes Group-wide central services and financing costs which are not allocated to operating segments.
For management purposes, the Group is organised into two main reportable segments:
-- value-added logistics services; and -- commercial vehicles, including sales, servicing and repairs.
Within the value-added logistics services segment, the CODM also reviews performance of two separate business activities, and overheads that are impractical to allocate:
-- e-fulfilment & returns management services; -- non e-fulfilment logistics; and -- central logistics overheads, being the costs of support services specific to the value-added logistics services segment, but which are impractical to allocate between the sub-segment activities.
These separate business activities comprise one segment, having similar economic characteristics in terms of profitability and costs, customers and operating environment.
Inter-segment transactions are entered into under normal commercial terms and conditions and on an arm's length basis that would also be available to unrelated third parties.
The following tables present profit information for continuing operations regarding the Group's business segments for the two years ended 30 April 2021:
Earnings before interest and tax ("EBIT"):
2021 20201 Group Group GBP'000 GBP'000 ------------------------------------------- -------- -------- E-fulfilment & returns management services 30,969 23,085 Non e-fulfilment logistics 17,003 16,781 Central logistics overheads (7,839) (6,922) -------------------------------------------- -------- -------- Value-added logistics services 40,133 32,944 Commercial vehicles 3,273 2,330 Head office costs (3,634) (2,820) -------------------------------------------- -------- -------- Group EBIT 39,772 32,454 -------------------------------------------- -------- --------
1 Comparatives have been adjusted for the impact of IFRS 16. In the prior year, the impact of this new standard was shown separately to aid comparability with the year ended 30 April 2019. The impact of IFRS 16 is now absorbed into the correct segments for both years; the allocation methodology is the same in both years.
Amortisation of other intangible assets:
2021 2020 Group Group GBP'000 GBP'000 ------------------------------------------- -------- -------- E-fulfilment & returns management services (577) (562) Non e-fulfilment logistics (692) (678) Central logistics overheads - - ------------------------------------------- -------- -------- Value-added logistics services (1,269) (1,240) Commercial vehicles - - Head office costs - - ------------------------------------------- -------- -------- Group total (1,269) (1,240) -------------------------------------------- -------- --------
Share of tax and finance costs of equity-accounted investees:
2021 2020 Group Group GBP'000 GBP'000 ---------------------------- -------- -------- Net finance costs (67) (68) Income tax (expense)/credit (361) 52 ----------------------------- -------- -------- Group total (428) (16) ----------------------------- -------- --------
Operating profit and profit before income tax:
2021 20201 Group Group GBP'000 GBP'000 -------------------------------------------------- -------- -------- Operating profit: E-fulfilment & returns management services 28,538 22,738 Non e-fulfilment logistics 16,311 16,103 Central logistics overheads (8,374) (6,922) --------------------------------------------------- -------- -------- Value-added logistics services 36,475 31,919 Commercial vehicles 3,019 2,330 Head office costs (3,634) (2,820) --------------------------------------------------- -------- -------- Operating profit before share of equity-accounted investees 35,860 31,429 Share of equity-accounted investees, net of tax 1,426 (231) --------------------------------------------------- -------- -------- Operating profit 37,286 31,198 --------------------------------------------------- -------- -------- Finance costs (10,647) (11,155) Finance income 92 64 --------------------------------------------------- -------- -------- Profit before income tax 26,731 20,107 --------------------------------------------------- -------- --------
1 Comparatives have been adjusted for the impact of IFRS 16. In the prior year, the impact of this new standard was shown separately to aid comparability with the year ended 30 April 2019. The impact of IFRS 16 is now absorbed into the correct segments for both years; the allocation methodology is the same in both years.
The segment assets and liabilities at the statement of financial position date are as follows:
Segment Segment assets liabilities Group Group At 30 April 2021: GBP'000 GBP'000 ------------------------------------------ -------- ------------ Value-added logistics services 424,302 (378,497) Commercial vehicles 31,435 (37,504) ------------------------------------------- -------- ------------ Segment assets/(liabilities) 455,737 (416,001) ------------------------------------------- -------- ------------ Unallocated assets/(liabilities): - Cash and cash equivalents 17,998 - * Financial liabilities: borrowings - (15,837) * Deferred tax 2,091 - * Income tax assets/(liabilities) - (1,001) ------------------------------------------- -------- ------------ Total assets/(liabilities) 475,826 (432,839) ------------------------------------------- -------- ------------ Segment Segment assets liabilities Group Group At 30 April 2020: GBP'000 GBP'000 ------------------------------------------ -------- ------------ Value-added logistics services 342,930 (294,135) Commercial vehicles 43,380 (45,582) ------------------------------------------- -------- ------------ Segment assets/(liabilities) 386,310 (339,717) ------------------------------------------- -------- ------------ Unallocated assets/(liabilities): * Cash and cash equivalents 2,724 - * Financial liabilities: borrowings - (19,441) * Deferred tax 1,154 - * Income tax assets/(liabilities) - (1,760) ------------------------------------------- -------- ------------ Total assets/(liabilities) 390,188 (360,918) ------------------------------------------- -------- ------------
Capital expenditure, depreciation and amortisation by segment in the year ended 30 April was as follows:
Capital expenditure:
2021 2020 Group Group GBP'000 GBP'000 ------------------------------- -------- -------- Value-added logistics services 68,250 22,083 Commercial vehicles 3,041 777 -------------------------------- -------- -------- Total 71,291 22,860 -------------------------------- -------- --------
Capital expenditure comprises additions to intangible assets (note 12) property, plant and equipment (note 14) and right-of-use assets (note 15).
Depreciation of property, plant and equipment:
2021 2020 Group Group GBP'000 GBP'000 ------------------------------- -------- -------- Value-added logistics services 4,267 2,998 Commercial vehicles 338 246 -------------------------------- -------- -------- Total 4,605 3,244 -------------------------------- -------- --------
Depreciation of right-of-use assets:
2021 2020 Group Group GBP'000 GBP'000 ------------------------------- -------- -------- Value-added logistics services 35,350 32,099 Commercial vehicles 918 847 -------------------------------- -------- -------- Total 36,268 32,946 -------------------------------- -------- --------
Amortisation:
2021 2020 Group Group GBP'000 GBP'000 ------------------------------- -------- -------- Value-added logistics services 2,295 2,113 Commercial vehicles - 1 -------------------------------- -------- -------- Total 2,295 2,114 -------------------------------- -------- --------
Non-current assets held by each geographical area are made up as follows:
2021 2020 Group Group GBP'000 GBP'000 ------------------------- -------- -------- United Kingdom 261,494 233,122 Rest of Europe 27,661 22,589 Deferred taxation assets 2,091 1,154 -------------------------- -------- -------- Total 291,246 256,865 -------------------------- -------- --------
5. Staff costs
2021 2020 Group Group GBP'000 GBP'000 -------------------------------------------------- -------- -------- Wages and salaries 196,786 161,048 Social security costs 18,749 15,280 Pension costs for the defined contribution scheme 4,699 4,155 Share based payments 650 348 --------------------------------------------------- -------- -------- Total 220,884 180,831 --------------------------------------------------- -------- --------
The UK Government made available a range of financial support to help companies during the COVID-19 pandemic, including the Coronavirus Job Retention Scheme ("CJRS"). During the year ended 30 April 2021, the Group received GBP3,769,000 in Government grants through CJRS which has been offset against the figure included in wages and salaries above. The scheme has been utilised as it was intended in order to avoid redundancies in areas of the business that have been significantly impacted by the COVID-19 pandemic. Customers under open book contracts benefited from any cost savings received as a result.
The average monthly number of employees during the year was made up as follows:
2021 2020 Group Group Number Number ------------------------ ------- ------- Warehousing 6,708 5,494 Distribution 464 502 Service and maintenance 525 465 Administration 1,451 1,139 ------------------------- ------- ------- Total 9,148 7,600 ------------------------- ------- -------
Key management compensation (including Executive Directors):
2021 2020 Group Group GBP'000 GBP'000 -------------------------------------------------- -------- -------- Wages and salaries 3,636 2,736 Social security costs 429 412 Pension costs for the defined contribution scheme 220 127 Compensation for loss of office - 249 Share based payments 388 106 --------------------------------------------------- -------- -------- Total 4,673 3,630 --------------------------------------------------- -------- --------
Directors' emoluments:
2021 2020 Group Group GBP'000 GBP'000 ---------------------------------------------------- -------- -------- Aggregate emoluments excluding share based payments on unvested awards 1,280 1,274 Value of share options vested during the year - - Pension costs for the defined contribution scheme 10 10 ----------------------------------------------------- -------- -------- Total 1,290 1,284 ----------------------------------------------------- -------- --------
The number of Directors who were accruing benefits under a Group Pension Scheme is as follows:
2021 2020 Group Group Number Number --------------------------- ------- ------- Defined contribution plans 1 1 ---------------------------- ------- -------
6. Group operating profit
This is stated after charging:
2021 2020 Group Group GBP'000 GBP'000 --------------------------------------------------- -------- -------- Depreciation of property, plant and equipment 4,605 3,244 Depreciation of right-of-use assets 36,268 32,946 Amortisation of intangible assets (included within administration and other expenses) 2,295 2,114 ---------------------------------------------------- -------- -------- Total depreciation and amortisation expense 43,168 38,304 ---------------------------------------------------- -------- -------- Provision for impairment of trade receivables (note 18) 7,702 477 ---------------------------------------------------- -------- -------- Auditor's remuneration: * Audit of the Group Financial Statements 232 198 * Audit of the subsidiaries 92 99 * Fees to prior year auditors - 71 * Non-audit fees 10 - ---------------------------------------------------- -------- -------- Total fees paid to the Group's auditors 334 368 ---------------------------------------------------- -------- --------
Operating profit is stated after crediting:
2021 2020 Group Group GBP'000 GBP'000 ----------------------------------------------------- -------- -------- Other net gains or net losses: * (Loss)/profit on sale of property, plant and equipment (204) 123 * Profit on disposal of lease liabilities 37 345 * Dealership contributions 25 44 * Rental income 492 335 * Insurance proceeds 201 - * Net (loss) from other exceptional costs(1) (789) - * Other income 200 - * Compensation for loss of office - (249) * 'Negative goodwill' (see note 29) - 3,499 ------------------------------------------------------ -------- -------- Total net (losses)/gains (38) 4,097 ------------------------------------------------------ -------- --------
1 Other exceptional costs relates to GBP535,000 relating to aborted acquisition costs and GBP254,000 relating to redundancy costs incurred within our commercial vehicles segment as a direct result of the COVID-19 pandemic.
7. Dividends
2021 2020 Group Group GBP'000 GBP'000 --------------------------------------------------------- -------- -------- Final dividend for the prior year of 6.2 pence (2020: 6.5 pence) per share 6,305 6,608 Interim dividend for the year of 4.0 pence (2020: 3.5 pence) per share 4,069 3,558 --------------------------------------------------------- -------- -------- Total dividends paid 10,374 10,166 --------------------------------------------------------- -------- -------- Proposed final dividend for the year ended 30 April 2021 of 7.1 pence (2020: 6.2 pence) per share 7,228 6,303 --------------------------------------------------------- -------- --------
The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these Financial Statements. The proposed dividend is payable to all shareholders on the Register of Members on 17 September 2021. The payment of this dividend will not have any tax consequences for the Group.
8. Finance costs
2021 20201 Group Group GBP'000 GBP'000 ------------------------------------------------- -------- -------- On bank loans and overdrafts 457 744 On lease liabilities 9,116 9,403 Discount unwind of dilapidations 265 331 Amortisation of debt issue costs 178 138 Commercial vehicle stocking interest 378 385 Invoice discounting 74 96 Other interest payable 179 58 -------------------------------------------------- -------- -------- Total interest expense for financial liabilities measured at amortised cost 10,647 11,155 -------------------------------------------------- -------- --------
1 Comparatives have been revised for the impact of IFRS 16. In the prior year, the impact of this new standard was shown separately to aid comparability with the year ended 30 April 2019; this has now been absorbed into the appropriate cost lines.
9. Finance income
2021 2020 Group Group GBP'000 GBP'000 ---------------------------------------------------- -------- -------- Bank interest 1 1 Other interest 39 4 Amounts receivable from related parties 52 59 ----------------------------------------------------- -------- -------- Total interest income for financial assets measured at amortised cost 92 64 ----------------------------------------------------- -------- --------
10. Income tax expense
10.1. Tax charged in the income statement:
2021 2020 Group Group GBP'000 GBP'000 ------------------------------------------------------------- -------- -------- Current income tax: UK and foreign income tax 5,164 4,346 Amounts (over)/under provided in previous years (564) 151 ------------------------------------------------------------- -------- -------- Total income tax on continuing operations 4,600 4,497 ------------------------------------------------------------- -------- -------- Deferred tax: Origination and reversal of temporary differences 98 (338) Amounts under/(over) provided in previous years 376 (200) Impact of change in tax laws and rates - (44) ------------------------------------------------------------- -------- --------
Total deferred tax 474 (582) ------------------------------------------------------------- -------- -------- Tax expense in the income statement on continuing operations 5,074 3,915 ------------------------------------------------------------- -------- --------
10.2. Tax relating to items charged or credited to other comprehensive income:
There are no tax consequences of any of the items included in other comprehensive income.
10.3. Reconciliation of income tax charge:
The income tax expense in the income statement for the year differs from the standard rate of income tax in the UK. The differences are reconciled below:
2021 2020 Group Group GBP'000 GBP'000 ------------------------------------------------------ -------- -------- Profit before taxation from continuing operations 26,731 20,107 Standard rate of income tax in UK 19.0% 19.0% Tax on profit on ordinary activities at standard rate 5,079 3,820 Share of equity-accounted investees, already net of tax (271) 44 Losses not relieved 9 - Expenses not allowable for tax purposes 425 127 Tax (over) provided in previous years (188) (49) Difference in tax rates overseas 20 17 Deferred tax rate difference - (44) ------------------------------------------------------ -------- -------- Total tax expense reported in the income statement 5,074 3,915 ------------------------------------------------------ -------- --------
10.4. Deferred tax in the statement of financial position:
(Charged)/ credited (Charged)/ to share credited Foreign based At 30 Brought to income currency payment April forward statement adjustment reserve 2021 Tax effect of temporary differences Group Group Group Group Group due to: GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ------------------------------------ -------- ---------- ----------- ---------- -------- Share based payments 425 22 - 1,416 1,863 IFRS 16 adjustment 4,390 (1,059) (5) - 3,326 Other temporary differences 444 (1) - - 443 ------------------------------------ -------- ---------- ----------- ---------- -------- Deferred tax asset 5,259 (1,038) (5) 1,416 5,632 ------------------------------------ -------- ---------- ----------- ---------- -------- Intangible assets (1,763) 346 - - (1,417) Accelerated capital allowances (2,111) (13) - - (2,124) Other temporary differences (231) 231 - - - ------------------------------------ -------- ---------- ----------- ---------- -------- Deferred tax liability (4,105) 564 - - (3,541) ------------------------------------ -------- ---------- ----------- ---------- -------- Net deferred tax 1,154 (474) (5) 1,416 2,091 ------------------------------------ -------- ---------- ----------- ---------- -------- (Charged)/ credited (Charged)/ to share credited Foreign based At 30 Brought IFRS 16 to income currency payment April forward transition statement adjustment reserve Acquisitions 2020 Tax effect of temporary Group Group Group Group Group Group Group differences due to: GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ---------------------------- -------- ----------- ---------- ----------- ---------- ------------ -------- Share based payments 579 - 139 - (293) - 425 IFRS 16 adjustment - 3,933 461 (4) - - 4,390 Other temporary differences 520 - (148) 4 - 68 444 ---------------------------- -------- ----------- ---------- ----------- ---------- ------------ -------- Deferred tax asset 1,099 3,933 452 - (293) 68 5,259 ---------------------------- -------- ----------- ---------- ----------- ---------- ------------ -------- Intangible assets (1,557) - 117 - - (323) (1,763) Accelerated capital allowances (1,821) - 203 - - (493) (2,111) Other temporary differences (41) - (190) - - - (231) ---------------------------- -------- ----------- ---------- ----------- ---------- ------------ -------- Deferred tax liability (3,419) - 130 - - (816) (4,105) ---------------------------- -------- ----------- ---------- ----------- ---------- ------------ -------- Net deferred tax (2,320) 3,933 582 - (293) (748) 1,154 ---------------------------- -------- ----------- ---------- ----------- ---------- ------------ --------
A rate of 19% (2020: 19%) has been applied in the measurement of the Group's deferred tax assets and liabilities in the year. It was announced in the Budget on 3 March 2021 that the Income tax rate will increase to 25% on 1 April 2023. This rate was substantively enacted on 24 May 2021.
11. Earnings per share
Basic earnings per share amounts are calculated by dividing profit for the year attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share amounts are calculated by dividing the profit attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the potentially dilutive instruments into ordinary shares.
2021 2020 Group Group Thousands Thousands -------------------------------------------------------- ---------- ---------- Weighted average number of ordinary shares (basic) Issued ordinary shares at the beginning of the year 101,656 101,512 Shares issued during the year 70 144 -------------------------------------------------------- ---------- ---------- Basic weighted average number of shares 101,726 101,656 -------------------------------------------------------- ---------- ---------- Weighted average number of ordinary shares (diluted) Weighted average number of ordinary shares for the year (as above) 101,726 101,656 Effect of share options in issue 2,075 855 -------------------------------------------------------- ---------- ---------- Diluted weighted average number of shares 103,801 102,511 -------------------------------------------------------- ---------- ----------
The number of shares detailed above differ from those in Note 24 due to the effect of weighting for the purposes of the earnings per share calculations.
The following reflects the income and share data used in the earnings per share computation:
2021 2020 Group Group GBP'000 GBP'000 ------------------------------------------------------ -------- -------- Profit attributable to ordinary equity holders of the Company 21,657 16,192 ------------------------------------------------------ -------- -------- 2021 2020 Group Group ------------------------------------------------------ ------- ------- Basic weighted average number of shares (thousands) 101,726 101,656 Basic earnings per share 21.3p 15.9p
------------------------------------------------------ ------- ------- Diluted weighted average number of shares (thousands) 103,801 102,511 Diluted earnings per share 20.9p 15.8p ------------------------------------------------------ ------- -------
12. Intangible assets
Contracts, customer relationships Computer Goodwill and licences software Total Group Group Group Group GBP'000 GBP'000 GBP'000 GBP'000 --------------------------------- -------- -------------- --------- -------- Cost: At 1 May 2019 25,951 11,623 6,173 43,747 Additions - - 951 951 Acquisitions (3,499) 1,882 - (1,617) Credited to the income statement 3,499 - - 3,499 Disposals - - (120) (120) Foreign currency adjustment - - 6 6 --------------------------------- -------- -------------- --------- -------- At 30 April 2020 25,951 13,505 7,010 46,466 --------------------------------- -------- -------------- --------- -------- Additions - - 2,583 2,583 Disposals - - (229) (229) Foreign currency adjustment - - (2) (2) --------------------------------- -------- -------------- --------- -------- At 30 April 2021 25,951 13,505 9,362 48,818 --------------------------------- -------- -------------- --------- -------- Accumulated amortisation: At 1 May 2019 - 3,437 2,969 6,406 Charge for the year - 1,240 874 2,114 Disposals - - (3) (3) Foreign currency adjustment - - 1 1 --------------------------------- -------- -------------- --------- -------- At 30 April 2020 - 4,677 3,841 8,518 --------------------------------- -------- -------------- --------- -------- Charge for the year - 1,264 1,031 2,295 Disposals - - (185) (185) Foreign currency adjustment - - (5) (5) --------------------------------- -------- -------------- --------- -------- At 30 April 2021 - 5,941 4,682 10,623 --------------------------------- -------- -------------- --------- -------- Net book value: --------------------------------- -------- -------------- --------- -------- At 1 May 2019 25,951 8,186 3,204 37,341 --------------------------------- -------- -------------- --------- -------- At 30 April 2020 25,951 8,828 3,169 37,948 --------------------------------- -------- -------------- --------- -------- At 30 April 2021 25,951 7,564 4,680 38,195 --------------------------------- -------- -------------- --------- --------
The average remaining useful life of contracts and licences at 30 April 2021 is 6.2 years (2020: 7.3 years).
13. Impairment test for goodwill
The carrying amount of goodwill has been allocated to each cash generating unit ("CGU") as follows:
2021 2020 Group Group GBP'000 GBP'000 ------------------------------- -------- -------- Value-added logistics services 20,025 20,025 Commercial vehicles 5,926 5,926 ------------------------------- -------- -------- Total 25,951 25,951 ------------------------------- -------- --------
A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The recoverable amount of a CGU is determined based on value-in-use calculations.
The value-in-use calculations have used pre-tax cash flow projections based on the Board approved business plans for the three years ending 30 April 2024.
The business plans for the value-added logistics services segment take into account the annualised impact of contract wins in the year ended 30 April 2021 as well as confirmed new and ceasing contracts. The key judgment is the assumed new contract wins during the business plan period, which has been based on historical experience.
Subsequent cash flows are extrapolated using an estimated long-term growth rate of 3.0% and 5.0% (2020: 3.0% and 5.0%) to perpetuity (2020: perpetuity). These are in line with what the Group considers the long-term growth rate is for the sectors in which the Group operates. The cash flows have then been discounted using a pre-tax risk adjusted discount rate of between 8.5% and 10.3% (2020: 8.9% and 10.7%). The forecasts of foreign operations are translated at the exchange rate ruling at the year end.
The estimated recoverable amount significantly exceeds the carrying amount. The Group has conducted sensitivity analysis on the impairment testing. The Directors have concluded that no reasonably foreseeable change in the key assumptions would give rise to an impairment.
14. Property, plant and equipment
Plant, machinery, Leasehold Motor fixtures property vehicles & fittings Total Group Group Group Group GBP'000 GBP'000 GBP'000 GBP'000 ----------------------------------------------- --------- --------- ----------- -------- Cost: At 30 April 2019 11,825 4,623 82,022 98,470 Transfer to right-of-use assets on transition1 (6,925) (1,527) (44,292) (52,744) ----------------------------------------------- --------- --------- ----------- -------- At 1 May 2019 4,900 3,096 37,730 45,726 Transfer to right-of-use assets2 - (205) - (205) Additions 6,622 152 1,366 8,140 Acquisitions - - 2,899 2,899 Disposals (20) (352) (503) (875) Foreign currency adjustment 1 17 (237) (219) ----------------------------------------------- --------- --------- ----------- -------- At 30 April 2020 11,503 2,708 41,255 55,466 ----------------------------------------------- --------- --------- ----------- -------- Transfer to right-of-use assets2 - - (1,275) (1,275) Transfer from right-of-use assets3 22 162 8,958 9,142 Additions 3,296 27 3,789 7,112 Disposals (51) (35) (888) (974) Foreign currency adjustment - (1) (13) (14) ----------------------------------------------- --------- --------- ----------- -------- At 30 April 2021 14,770 2,861 51,826 69,457 ----------------------------------------------- --------- --------- ----------- -------- Accumulated depreciation: At 30 April 2019 3,448 2,807 30,745 37,000 Transfer to right-of-use assets on transition1 (240) (886) (11,937) (13,063) ----------------------------------------------- --------- --------- ----------- -------- At 1 May 2019 3,208 1,921 18,808 23,937 Transfer to right-of-use assets2 - (61) - (61) Charge for the year 1,090 239 1,915 3,244 Disposals (20) (347) (243) (610) Foreign currency adjustment (1) 8 (17) (10) ----------------------------------------------- --------- --------- ----------- -------- At 30 April 2020 4,277 1,760 20,463 26,500 ----------------------------------------------- --------- --------- ----------- -------- Transfer to right-of-use assets2 (142) - (205) (347) Transfer from right-of-use assets3 - 162 8,158 8,320 Charge for the year 1,509 203 2,893 4,605 Disposals (33) (35) (680) (748) Foreign currency adjustment (1) (4) (19) (24)
----------------------------------------------- --------- --------- ----------- -------- At 30 April 2021 5,610 2,086 30,610 38,306 Net book value: ----------------------------------------------- --------- --------- ----------- -------- At 30 April 2019 8,377 1,816 51,277 61,470 ----------------------------------------------- --------- --------- ----------- -------- At 30 April 2020 7,226 948 20,792 28,966 ----------------------------------------------- --------- --------- ----------- -------- At 30 April 2021 9,160 775 21,216 31,151 ----------------------------------------------- --------- --------- ----------- --------
1 On transition to IFRS 16, assets which were previously recognised within property, plant and equipment have been reclassified as right-of-use assets.
2 Assets which have been funded through finance drawn after initial purchase.
3 Assets where finance has been repaid and ownership of the asset has transferred to the Group.
Plant, machinery, fixtures & fittings include GBP95,000 (2020: GBP79,000) in respect of assets in the course of construction.
15. Right-of-use assets
Land and buildings Vehicles Other Total Group Group Group Group GBP'000 GBP'000 GBP'000 GBP'000 --------------------------------------------- ---------- -------- -------- -------- Cost: At 30 April 2019 - - - - Opening balance on transition 151,811 7,158 5,536 164,505 Transfer from property, plant and equipment1 6,925 1,527 44,292 52,744 --------------------------------------------- ---------- -------- -------- -------- At 1 May 2019 158,736 8,685 49,828 217,249 Transfer from property, plant and equipment2 - 205 - 205 Additions 4,426 6,847 2,496 13,769 Remeasurement of asset 388 - - 388 Acquisitions 2,407 - - 2,407 Disposals and other movements (1,704) (520) (44) (2,268) Foreign currency adjustment (158) 3 20 (135) --------------------------------------------- ---------- -------- -------- -------- At 30 April 2020 164,095 15,220 52,300 231,615 --------------------------------------------- ---------- -------- -------- -------- Transfer from property, plant and equipment2 - - 1,275 1,275 Transfer to property, plant and equipment3 (22) (162) (8,958) (9,142) Additions 50,976 7,116 3,504 61,596 Remeasurement of asset 3,886 345 - 4,231 Disposals and other movements - (456) (307) (763) Foreign currency adjustment (34) (1) (25) (60) --------------------------------------------- ---------- -------- -------- -------- At 30 April 2021 218,901 22,062 47,789 288,752 --------------------------------------------- ---------- -------- -------- -------- Accumulated depreciation: At 30 April 2019 - - - - Transfer from property, plant and equipment1 240 886 11,937 13,063 --------------------------------------------- ---------- -------- -------- -------- At 1 May 2019 240 886 11,937 13,063 Transfer from property, plant and equipment2 - 61 - 61 Charge for the year 20,960 4,529 7,457 32,946 Disposals and other movements (222) (354) (10) (586) Foreign currency adjustment (76) - (6) (82) --------------------------------------------- ---------- -------- -------- -------- At 30 April 2020 20,902 5,122 19,378 45,402 --------------------------------------------- ---------- -------- -------- -------- Transfer from property, plant and equipment2 142 - 205 347 Transfer to property, plant and equipment3 - (162) (8,158) (8,320) Charge for the year 24,630 4,513 7,125 36,268 Disposals and other movements - (378) (271) (649) Foreign currency adjustment (60) (2) (33) (95) --------------------------------------------- ---------- -------- -------- -------- At 30 April 2021 45,614 9,093 18,246 72,953 --------------------------------------------- ---------- -------- -------- -------- Net book value: --------------------------------------------- ---------- -------- -------- -------- At 30 April 2019 - - - - --------------------------------------------- ---------- -------- -------- -------- At 30 April 2020 143,193 10,098 32,922 186,213 --------------------------------------------- ---------- -------- -------- -------- At 30 April 2021 173,287 12,969 29,543 215,799 --------------------------------------------- ---------- -------- -------- --------
1 On transition to IFRS 16, assets which were previously recognised within property, plant and equipment have been reclassified as right-of-use assets.
2 Assets which have been funded through finance drawn after initial purchase.
3 Assets where finance has been repaid and ownership of the asset has transferred to the Group.
16. Investment in equity-accounted investees
2021 2020 Group Group GBP'000 GBP'000 ------------------------------------------------ -------- -------- Brought forward 634 865 Share of profit/(loss) after tax for the period 1,426 (231) ------------------------------------------------ -------- -------- Carried forward 2,060 634 ------------------------------------------------ -------- --------
The Company owns 50% of the issued capital and voting rights of Clicklink Logistics Limited ("Clicklink"), a company incorporated in Great Britain and registered in England and Wales. Clicklink provides services in respect of the sortation, fulfilment and delivery of one-man orders to click and collect customer collection points in the United Kingdom. On 1 November 2016 the Company subscribed for 1,000,000 A ordinary shares of GBP1 each in Clicklink, for aggregate consideration of GBP1,950,000.
Clicklink has a year end of 31 January which is in line with the year end of John Lewis, the other 50% joint venturer.
Summarised financial information from Clicklink's audited accounts for the year ended 31 January 2021 is set out below:
31 January 31 January 2021 2020 GBP'000 GBP'000 --------------------------------------------- ---------- ---------- Current assets 8,518 6,122 Non-current assets 3,564 4,093 Current liabilities (5,218) (4,690) Non-current liabilities (4,075) (4,060) --------------------------------------------- ---------- ---------- Equity attributable to owners of the company 2,789 1,465 --------------------------------------------- ---------- ----------
The following amounts are included in the above balances:
31 January 31 January 2021 2020 GBP'000 GBP'000 ----------------------------------------------------- ---------- ---------- Cash and cash equivalents included in current assets 5,139 2,580 Current financial liabilities - - Non-current financial liabilities (3,900) (3,900) ----------------------------------------------------- ---------- ---------- Year ended Year ended 31 January 31 January 2021 2020 GBP'000 GBP'000 ------------------------------------------------- ----------- ----------- Revenue 26,131 27,315 Operating profit 1,800 42 Interest receivable 1 1 Interest payable and similar charges (135) (126)
Income tax (expense)/credit (342) 7 ------------------------------------------------- ----------- ----------- Total comprehensive income/(loss) for the period 1,324 (76) ------------------------------------------------- ----------- -----------
Depreciation and amortisation charges of GBP881,000 (2020: GBP819,000) are included in operating profit stated above.
The Group considered there to be no significant risks associated with the interest in this joint venture. Further information relating to balances due from and owed to Clicklink can be found in note 28.
17. Inventories
2021 2020 Group Group GBP'000 GBP'000 ---------------------------------------------------- -------- -------- Component parts and consumable stores 5,416 5,515 Commercial vehicles 4,724 5,601 Commercial vehicles on consignment 12,557 16,741 ---------------------------------------------------- -------- -------- Total inventories net of provision for obsolescence 22,697 27,857 ---------------------------------------------------- -------- --------
See below for the movements in the provision for obsolescence:
Group GBP'000 --------------------- -------- At 1 May 2019 159 Charged for the year 215 Utilised (82) --------------------- -------- At 30 April 2020 292 --------------------- -------- Charged for the year 131 Utilised (240) --------------------- -------- At 30 April 2021 183 --------------------- --------
The cost of inventories recognised as an expense amounted to GBP90,881,000 (2020: GBP 87,066,000).
Included within commercial vehicles is GBP1,127,000 (2020: GBP1,299,000) relating to assets held under hire purchase agreements.
18. Trade and other receivables
2021 2020 Group Group GBP'000 GBP'000 ------------------------------------------------------ -------- -------- Trade receivables 107,437 63,383 Less: provision for impairment of receivables (6,754) (463) ------------------------------------------------------ -------- -------- Trade receivables - net 100,683 62,920 Other receivables 5,453 1,749 Amounts receivable from related parties (see note 28) 69 2,069 Contract assets 18,966 13,303 Prepayments 18,714 22,701 ------------------------------------------------------ -------- -------- Total trade and other receivables 143,885 102,742 ------------------------------------------------------ -------- --------
The contract asset receivables relate to the Group's rights to consideration for work completed but not billed at the reporting date. They are transferred to receivables when the amounts are invoiced.
Included within prepayments is GBP7,546,000 (2020: GBP11,296,000) relating to costs to obtain customer contracts. These are amortised over the life of the customer contract with the charge being recognised within administration and other expenses once contract activities have commenced.
See note 27 on credit risk of trade receivables, which explains how the Group manages and measures credit quality of trade receivables that are neither past due nor impaired.
See below for the movements in the provision for impairment:
Group GBP'000 -------------------------------- -------- At 1 May 2019 316 Credit risk loss 477 Utilised (330) -------------------------------- -------- At 30 April 2020 463 -------------------------------- -------- Credit risk loss 3,055 Amounts written off in the year 4,647 Utilised (1,411) -------------------------------- -------- At 30 April 2021 6,754 -------------------------------- --------
The amounts written off in the year relate to a customer that entered administration. The Group policy is to write off debts owed by customers who enter administration.
Concentrations of credit risk with respect to trade receivables are limited due to the Group's customer base being large, unrelated and blue chip. Due to this, management believes there is no further credit risk provision required in excess of normal provision for doubtful receivables. The average credit period taken on sale of goods or services is 44 days (2020: 38 days). The Group applies the simplified approach permitted by IFRS 9, which requires the application of a lifetime expected loss provision to trade receivables. The provision calculations are based on historic credit losses applied to older balances. The basis of this provision is the historical credit losses over the past 5 years as a percentage of total revenue. This approach is followed for all receivables unless there are specific circumstances which would render the receivable irrecoverable and therefore require a specific provision. A provision is made against trade receivables until such time as the Group believes the amount to be irrecoverable, after which the trade receivable or contract receivables balance is written off.
18. Trade and other receivables continued
The ageing analysis of trade receivables was as follows:
Past due but not impaired -------------- -------- ------------- ---------------------------------- Neither past due Total nor impaired 30-60 60-90 >90 days Group Group days Group days Group Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 -------------- -------- ------------- ----------- ----------- -------- 30 April 2021 100,683 90,181 3,038 714 6,750 30 April 2020 62,920 50,068 4,296 1,991 6,565 -------------- -------- ------------- ----------- ----------- --------
19. Cash and cash equivalents
2021 2020 Group Group GBP'000 GBP'000 -------------------------------- -------- -------- Cash and cash equivalents 17,998 2,724 Bank overdraft - - -------------------------------- -------- -------- Total cash and cash equivalents 17,998 2,724 -------------------------------- -------- --------
20. Trade and other payables
2021 2020 Group Group GBP'000 GBP'000 ------------------------------------------------- -------- -------- Trade payables 73,859 47,250 Consignment inventory payables 15,442 23,579 Amounts payable to related parties (see note 28) 840 355 Other taxes and social security 26,030 21,524 Other payables 3,676 2,868 Contract liabilities 39,264 22,423 Accruals 15,565 12,814 ------------------------------------------------- -------- -------- Total trade and other payables 174,676 130,813 ------------------------------------------------- -------- --------
The contract liabilities primarily relate to the consideration invoiced to customers in advance of the work being completed.
21. Financial liabilities: borrowings
2021 2020 Group Group GBP'000 GBP'000 --------------------------------------------------- --------- --------- Non-current: Bank loans 15,677 126 --------------------------------------------------- --------- --------- Total non-current 15,677 126 --------------------------------------------------- --------- --------- Current: Bank loans 160 19,315 --------------------------------------------------- --------- --------- Total current 160 19,315 --------------------------------------------------- --------- --------- Total borrowings 15,837 19,441 --------------------------------------------------- --------- --------- Add: Lease liabilities (see note 22) 227,817 202,284 Less: Cash and cash equivalents 17,998 2,724 Non-current financial assets (see note 28) 1,950 1,950 -------------------------------------------------- --------- --------- Net debt (including leases) 223,706 217,051 Less: IAS 17 'operating leases' 1 (206,762) (172,001)
------ ------------------------------------------- --------- --------- Net debt (Historic IAS 17 basis) 16,944 45,050 --------------------------------------------------- --------- ---------
1 IAS 17 'operating leases' relate to those leases that were recognised as operating leases prior to the adoption of IFRS 16. Net debt on a historic IAS 17 basis is one of the measures applied to the Group's banking covenants.
The maturity analysis of the bank loans at 30 April is as follows:
2021 2020 Group Group GBP'000 GBP'000 --------------------------- -------- -------- In one year or less 160 19,315 Between one and five years 15,677 126 After five years - - --------------------------- -------- -------- Total bank loans 15,837 19,441 --------------------------- -------- --------
The principal lender has security over all assets of the Group's UK operations. The Group's principal bank facility of GBP45,000,000 consists of:
-- a Revolving Credit Facility of GBP34,000,000 repayable in November 2023; interest rate 1.75% above LIBOR. The amount drawn at 30 April 2021 was GBP16,000,000 (2020: GBP19,000,000); -- a committed overdraft of GBP8,000,000. The amount drawn at 30 April 2021 was GBPnil (2020: GBPnil); and -- bonds and guarantees of GBP3,000,000.
In July 2020 the Group's principal banking facilities were extended to November 2023. Debt issue costs of GBP467,000 were incurred in relation to this extension.
In addition to the Revolving Credit Facility above, other items included within bank loans at 30 April 2021 are as follows:
-- other bank loans - GBP229,000 repayable in monthly instalments over periods between 4 and 24 months; interest rates fixed at between 3.72% and 4.56%; and -- unamortised debt issue costs of GBP392,000 in relation to the principal facilities, which have been deducted from the total outstanding bank loans.
Changes in liabilities from financing activities:
Lease Bank loans liabilities Group Group GBP'000 GBP'000 -------------------------------------------------------- ---------- ------------ At 1 May 2020 19,441 202,284 Charges from financing cash flows Drawdown of bank loans - - Repayment of bank loans (3,315) - Debt issue costs paid (467) - Repayment of lease liabilities - (49,797) -------------------------------------------------------- ---------- ------------ Total changes from financing cash flows (3,782) (49,797) -------------------------------------------------------- ---------- ------------ Changes arising from obtaining or losing control of subsidiaries or other business - - -------------------------------------------------------- ---------- ------------ The effect of changes in foreign exchange rates - 59 -------------------------------------------------------- ---------- ------------ Other changes New lease liabilities in respect of right-of-use assets - 61,851 Remeasurement of lease liabilities - 4,204 New finance advanced in respect of commercial vehicle inventories - 100 Finance costs 178 9,116 -------------------------------------------------------- ---------- ------------ Total other changes 178 75,271 -------------------------------------------------------- ---------- ------------ At 30 April 2021 15,837 227,817 -------------------------------------------------------- ---------- ------------
22. Lease liabilities
22.1 Lease liability movement
Land and buildings Vehicles Other Total Group Group Group Group GBP'000 GBP'000 GBP'000 GBP'000 --------------------------------------------- ---------- -------- -------- -------- At 30 April 2019 - - - - Opening balance on transition 174,135 7,395 5,827 187,357 Reclassification of leases within borrowings - 1,481 31,822 33,303 --------------------------------------------- ---------- -------- -------- -------- At 1 May 2019 174.135 8,876 37,649 220,660 Additions 2,110 7,319 6,944 16,373 Remeasurement of lease 388 - - 388 Acquisition 2,183 - - 2,183 Disposals (1,569) (84) (36) (1,689) Repayments (27,233) (4,791) (11,316) (43,340) Interest 7,418 367 253 8,038 Foreign currency adjustment (174) 1 (156) (329) --------------------------------------------- ---------- -------- -------- -------- At 30 April 2020 157,258 11,688 33,338 202,284 --------------------------------------------- ---------- -------- -------- -------- Additions 49,821 7,387 4,743 61,951 Remeasurement of lease 3,859 345 - 4,204 Disposals - - - - Repayments (30,148) (6,081) (13,568) (49,797) Interest 7,444 377 1,295 9,116 Foreign currency adjustment 28 3 28 59 --------------------------------------------- ---------- -------- -------- -------- At 30 April 2021 188,262 13,719 25,836 227,817 --------------------------------------------- ---------- -------- -------- --------
22.2 Lease liability outstanding
2021 2020 Group Group GBP'000 GBP'000 ------------------------------------------------------ -------- -------- The present value of lease liabilities is as follows: Within one year 39,349 38,378 Later than one year and not later than five years 112,743 110,257 Later than five years 75,725 53,649 ------------------------------------------------------ -------- -------- Total lease liabilities 227,817 202,284 ------------------------------------------------------ -------- --------
The Group leases warehousing facilities, commercial vehicles and other logistics equipment for use in its operations. Typical lease periods for new warehouse rental contracts are between three and ten years although some property leases are for longer periods with intervening break clauses. The average period for vehicles and equipment is four years. The amounts charged to the income statement for depreciation and interest relating to lease liabilities are shown in note 6 and note 8.
Measurement of leases requires judgments to be made by management; for details see note 2.8 for the Group's accounting policy for leases and note 2.26 which details the judgments involved.
The expense relating to short-term leases was GBP5,414,000 (2020: GBP2,572,000). The expense relating to variable lease payments not included in lease liabilities was GBPnil (2020: GBPnil). Income recognised from sub-leasing was GBPnil (2020: GBPnil).
The total cash outflow for leases, including short-term and low value leases, for the year ended 30 April 2021 was GBP55,211,000 (2020: GBP45,912,000).
23. Provisions
Redundancy Onerous Uninsured provision contracts Losses Dilapidations Total Group Group Group Group Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 -------------------------------- ---------- ---------- --------- ------------- -------- At 30 April 2019 - - - 1,824 1,824 IFRS 16 transitional adjustment - - - 4,086 4,086 -------------------------------- ---------- ---------- --------- ------------- -------- At 1 May 2019 - - - 5,910 5,910 Additions to right-of-use asset - - - 233 233 Acquisition 400 - - 224 624
Utilised - - (122) (498) (620) Charged in year - - 122 367 489 Foreign exchange adjustment - - - (16) (16) -------------------------------- ---------- ---------- --------- ------------- -------- At 30 April 2020 400 - - 6,220 6,620 -------------------------------- ---------- ---------- --------- ------------- -------- Additions to right-of-use asset - - - 1,154 1,154 Utilised - - (134) (245) (379) Charged in year 4,853 195 134 935 6,117 Foreign exchange adjustment - - - (4) (4) -------------------------------- ---------- ---------- --------- ------------- -------- At 30 April 2021 5,253 195 - 8,060 13,508 -------------------------------- ---------- ---------- --------- ------------- --------
Provisions have been analysed between current and non-current as follows:
2021 2020 Group Group GBP'000 GBP'000 ------------ -------- -------- Current 6,173 99 Non-current 7,335 6,521 ------------ -------- -------- Total 13,508 6,620 ------------ -------- --------
Redundancy provision
In the current year, further provisions have been made in relation to a contract lost through insolvency of the customer and another contract where operations have been scaled down. Of the total redundancy costs provided in the year, GBP4,400,000 is being reimbursed as part of an agreement with a third party and is included within other receivables (see note 18).
Onerous contracts
During the year the Group became aware of a customer's intention to terminate its contract during the year ending 30 April 2022. A review of this contract identified that a loss is anticipated on termination, therefore a provision has been made in the current year for this expected loss.
Uninsured losses
The uninsured losses provision is in respect of the cost of claims (generally for commercial vehicles and employment related) which are either not insured externally or fall below the excess on the Group's insurance policies.
Dilapidations
Prior to adoption of IFRS 16 in the year ended 30 April 2020, provisions were established over the life of leases to cover remedial work necessary at termination under the terms of those leases.
On transition to IFRS 16, the net present value of expected dilapidation provision for each property was included in the calculation of the right-of-use asset.
The charge for the year is made up of GBP265,000 relating to the unwinding of the discount (see note 8), GBP130,000 relating to the return in condition provision for hired vehicles which is recognised within administration expenses, and GBP540,000 relating to a specific provision for a property the Group is due to exit in the year ending 30 April 2022.
24. Capital and reserves
Share capital
2021 2020 Company Company GBP'000 GBP'000 --------------------------------------------------------- -------- -------- Allotted, called up and fully paid: 101,804,824 (2020: 101,662,415) ordinary shares of 0.05p each 51 51 --------------------------------------------------------- -------- --------
The holders of ordinary shares are entitled to receive dividends as declared from time to time. At general meetings of shareholders each shareholder (or appointed proxy) present in person is entitled to vote; on a show of hands each person has one vote, and on a poll has one vote per share. During the year the Group issued 142,409 ordinary shares to satisfy employee share options, for aggregate consideration of GBP306,000. The new shares rank pari passu with all existing ordinary shares in issue. See also note 25 below.
Share premium reserve
The share premium reserve represents amounts paid in excess of the nominal value of shares.
Currency translation reserve
The translation reserve comprises all foreign exchange differences arising from the translation of the Financial Statements of foreign operations as well as from any translation of liabilities that hedge the Group's net investment in foreign subsidiaries.
Merger reserve
At 30 April 2014 the Company went through a restructure which resulted in the recognition of a merger reserve with a balance of GBP6,006,000. Details of the transaction which resulted in this reserve are included in note 2.3.
Share based payment reserve
The Company operates a Performance Share Plan and a Sharesave Plan for the benefit of its employees, the accounting for which requires a separate reserve as accounted for per the policy described in note 2.20c. Further information on these transactions can be found in note 25.
25. Share based payments
The Clipper Performance Share Plan ("PSP") was approved by shareholders on 29 September 2014. The PSP enables selected Directors and employees of the Group to be granted awards in respect of ordinary shares. Share Awards under the PSP will ordinarily be structured as nil-cost share options with the vesting of Share Awards being subject to performance conditions measured over a period of at least three years. A summary of the principal terms of the PSP, including vesting conditions, is contained in the Directors' Remuneration Report on pages 70 to 85 contained in the Company's 2021 Annual Report and Accounts (available to download from www.clippergroup.co.uk/report-accounts/).
The Clipper Sharesave Plan is a share plan for all UK employees in the Group, and offers them the opportunity to acquire an interest in shares in the Company on favourable terms within the long-standing regime allowed by HMRC legislation. All UK staff are invited to participate on the same terms, and employees who choose to participate are granted an option over shares in the Company, with the exercise of that option being funded by the proceeds of a savings contract taken out by the relevant employee, under which the employee saves a set amount each month over a set period. The options granted in the year were offered with a three year savings contract, under which the employee could elect to save between GBP5 and GBP500 per month.
Option movements and weighted average exercise prices ("WAEP") during the year were as follows:
Sharesave Date PSP Number WAEP Number WAEP -------------------------- ---------- ---- --------- ------- Outstanding 1 May 2019 1,812,487 nil 2,380,756 213.21p Granted during the year - nil - - Forfeited during the year (412,510) nil (421,652) 232.38p Exercised during the year - nil (47,893) 239.34p -------------------------- ---------- ---- --------- ------- Outstanding 30 April 2020 1,399,977 nil 1,911,211 208.33p -------------------------- ---------- ---- --------- ------- Granted during the year 428,305 nil 632,832 485.34p Forfeited during the year (701,981) nil (288,352) 241.32p Exercised during the year (48,204) nil (94,205) 324.13p -------------------------- ---------- ---- --------- ------- Outstanding 30 April 2021 1,078,097 nil 2,161,486 279.98p -------------------------- ---------- ---- --------- -------
At 30 April 2021, the range of exercise prices for the various schemes were 193.34p-485.34p (2020: 193.34p-379.74p). At 30 April 2021, the weighted average remaining contractual life was 2.0 years (2020: 2.3 years).
At 30 April 2021, PSP options over 459,364 (2020: 507,568) and Sharesave options over 32,616 (2020: 103,131) of the above shares were exercisable.
The fair value of the share options is measured at the grant date, using the Black-Scholes model and taking into account the terms and conditions upon which the instruments were granted.
The key inputs to the model are:
Share price at: 2021 ---------------------------- ---------- 26 January 2021 570.00p 4 February 2021 585.00p Expected life of the option 3.5 years Volatility 53-54% Dividend yield 1.71-1.75% ---------------------------- ----------
The expected life of the options has been estimated as six months beyond vesting date. Volatility has been calculated as a rolling three year period up to the week prior to grant. The dividend yield is calculated by applying dividends paid in the preceding 12 months to the share price at the grant date.
The cost of the options is recognised over the expected vesting period. The total charge for the year ended 30 April 2021 relating to employee share based payment plans was GBP650,000 (2020: GBP348,000). The fair value of share options at 30 April 2021 to be amortised in future years was GBP3,578,000 (2020: GBP809,000).
All share based payments in both years are equity settled.
26. Capital commitments
2021 2020 Group Group GBP'000 GBP'000 ---------------------------------- -------- -------- Authorised and contracted for 3,656 1,243 Authorised but not contracted for 8,390 2,392 ---------------------------------- -------- -------- Total capital commitments 12,046 3,635 ---------------------------------- -------- --------
27. Financial instruments and financial risk management objectives and policies
In accordance with IFRS 9 the Group has reviewed all contracts for embedded derivatives that are required to be separately accounted for if they do not meet certain requirements. The Group did not identify any such derivatives.
The Group is exposed to a number of different market risks in the normal course of business including credit, interest rate and foreign currency risks.
Credit risk
Credit risk predominantly arises from trade receivables and cash and cash equivalents. The Group has a customer credit policy in place and the exposure to credit risk is monitored on an ongoing basis. External credit ratings are generally obtained for customers; Group policy is to assess the credit quality of each customer before accepting any terms of trade.
Internal procedures take into account customers' financial positions as well as their reputation within the industry and past payment experience. Cash and cash equivalents and derivative financial instruments are held with AAA or AA rated banks. Financial instruments classified as fair value through profit or loss and available for sale are all publicly traded on the UK London Stock Exchange. Given the high credit quality of counterparties with whom the Group has investments, the Directors do not expect any counterparty to fail to meet its obligations.
At 30 April 2021 the Group had a significant concentration of credit risk held by two customers, each representing more than 10% of total trade debtors at the year end. The amounts outstanding by these two customers totalled GBP23,054,000 or 22.9% of total trade debtors. There are no concerns over the recovery of these balances (2020: GBPnil). The Group's maximum exposure to credit risk, gross of any collateral held, relating to its financial assets is equivalent to their carrying value. All financial assets have a fair value which is equal to their carrying value, as a consequence of their short maturity. The Group did not have any financial instruments that would mitigate the credit exposure arising from the financial assets designated at fair value through profit or loss in either the current or the preceding financial year.
Interest rate risk
The Group adopts a policy of ensuring that there is an appropriate mix of fixed and floating rates in managing its exposure to changes in interest rates on borrowings. Interest rate swaps are entered into, where necessary, to achieve this appropriate mix.
Interest rate sensitivity
The Group's borrowings are largely denominated in Pounds Sterling and the Group is therefore exposed to a change in the relevant interest rate. With all other variables held constant, the impact of a reasonably possible increase in interest rates of 50 basis points (2020: 50 points) on that portion of borrowings affected would be to reduce the Group's profit before tax by GBP162,000 (2020: GBP103,000).
Foreign currency risk
The Group is exposed to foreign currency risk on sales, purchases and borrowings that are denominated in currencies other than Pounds Sterling. The currencies giving rise to this risk are primarily the Euro and Polish Z oty. The volume of transactions denominated in foreign currencies is not significant to the Group.
The exposure to a short-term fluctuation in exchange rates on the investment in foreign subsidiaries is not expected to have a material impact on the results of the Group.
Capital management
The Group's main objective when managing capital is to protect returns to shareholders by ensuring the Group will continue to trade profitably in the foreseeable future. The Group also aims to maximise its capital structure of debt and equity so as to minimise its cost of capital.
The Group manages its capital with regard to the risks inherent in the business and the sector within which it operates by monitoring its gearing ratio on a regular basis and adjusting the level of dividends paid to ordinary shareholders.
The Group considers its capital to include equity and net debt. Net debt includes short and long-term borrowings (including overdrafts and lease obligations) net of cash and cash equivalents.
The Group has not made any changes to its capital management during the year. The Group has no long-term gearing ratio target. Borrowings are taken out to invest in the acquisition of subsidiaries, new sites or depots and are considered as part of that investment appraisal. Key measures monitored by the Group are interest cover and net debt compared to earnings before interest, tax, depreciation and amortisation.
In order to achieve the overall objective, the Group's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the borrowings. The Group has satisfied all such financial covenants in both years.
2021 2020 Group Group GBP'000 GBP'000 -------------------------------------------------- -------- -------- EBIT (excluding impact of IFRS 16) 31,346 24,077 Finance costs (net) (excluding impact of IFRS 16) 2,541 2,722 -------------------------------------------------- -------- -------- Interest cover 12.3 8.8 -------------------------------------------------- -------- -------- 2021 2020 Group Group GBP'000 GBP'000 ------------------------------------------------------------- -------- -------- EBIT (excluding impact of IFRS 16) 31,346 24,077 Depreciation and impairment of property, plant and equipment 10,632 9,633 Amortisation and impairment of computer software 1,031 874 ------------------------------------------------------------- -------- -------- Earnings before interest, tax, depreciation and amortisation (EBITDA) (excluding impact of IFRS 16) 43,009 34,584 Net debt (note 21) 16,944 45,050 ------------------------------------------------------------- -------- -------- Net debt/EBITDA 0.39 1.30 ------------------------------------------------------------- -------- --------
Liquidity risk
Management closely monitors available bank and other credit facilities in comparison to the Group's outstanding commitments on a regular basis to ensure that the Group has sufficient funds to meet the obligations of the Group as they fall due.
The Board receives regular cash forecasts which estimate the cash inflows and outflows over the next 24-36 months, so that management can ensure that sufficient financing can be arranged as it is required. The Group would normally expect that sufficient cash is generated in the operating cycle to meet the contractual cash flows as disclosed above through effective cash management.
Estimation of fair values
The main methods and assumptions used in estimating the fair values of financial instruments are as follows:
-- interest-bearing loans and borrowings: fair value is calculated based on discounted expected future principal and interest cash flows; and -- trade and other receivables/payables: the notional amount for trade receivables/payables with a remaining life of less than one year are deemed to reflect their fair value. 2021 2021 2020 2020 Book value Fair value Book value Fair value Group Group Group Group GBP'000 GBP'000 GBP'000 GBP'000 ------------------------------- ------------------ ------------------ ----------------- ----------------- Non-current financial assets 1,950 1,950 1,950 1,907 Current financial assets: Cash and cash equivalents 17,998 17,998 2,724 2,724 Trade and other receivables 143,885 143,885 102,742 102,742 Liabilities: Bank overdraft - - - - Short-term borrowings (160) (160) (19,315) (19,315) Lease liabilities: short-term (39,349) (39,349) (38,378) (38,378) Trade and other payables (174,676) (174,676) (130,813) (130,813) Long-term borrowings (15,677) (15,675) (126) (120) Lease liabilities: long-term (188,468) (188,051) (163,906) (163,411) ------------------------------- ------------------ ------------------ ----------------- -----------------
Long-term borrowings are classified as Level 2 (items with significant observable inputs) financial liabilities under IFRS 13. There have been no transfers between Level 1 and Level 2 financial instruments during the year.
The following are the contractual maturities of financial liabilities, including interest payments:
As at 30 April 2021
Between Carrying Contractual Less than 1 to Over amount cash flows 1 year 5 years 5 years Group Group Group Group Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ------------------------------------- -------- ----------- --------- -------- -------- Non-derivative financial liabilities Bank loans and overdrafts 15,837 15,837 160 15,677 - Trade and other payables 174,676 174,676 174,676 - - Lease liabilities 227,817 280,726 48,522 138,869 93,335 ------------------------------------- -------- ----------- --------- -------- --------
As at 30 April 2020
Between Carrying Contractual Less than 1 to 5 Over amount cash flows 1 year years 5 years Group Group Group Group Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ------------------------------------- -------- ----------- --------- -------- -------- Non-derivative financial liabilities Bank loans and overdrafts 19,441 19,441 19,315 126 - Trade and other payables 130,813 130,813 130,813 - - Lease liabilities 202,284 229,829 42,995 123,761 63,073 ------------------------------------- -------- ----------- --------- -------- --------
28. Related party disclosures
Clicklink Logistics Limited (see note 16) is a supplier of logistics services to the Group. The Group provides certain resources to Clicklink, principally people and vehicles, under the terms of the joint venture agreement. Amounts charged for these resources are included in revenue.
Branton Court Stud LLP, in which Steve Parkin is a partner, receives management, recharge of expenditure and administration services from the Company. During the year GBP4,000 (2020: GBP590,000) was recharged to Branton Court Stud LLP for management time of Directors and other key management personnel in proportion to the time spent on non-Clipper-related activities.
During the year, GBP480,000 (2020: GBPnil) was paid to Branton Court Stud LLP as reimbursement of costs incurred on behalf of the Company in relation to sponsorship related to the year ending 30 April 2022.
During the year, the Company paid GBP268,000 for flight credits to be utilised for business travel. The amount was paid to Branton Court Stud LLP. The agreement was subsequently cancelled as a result of COVID-19 restrictions and the full amount was refunded on 23 April 2021 by Knaresborough Aviation LLP.
In the year the Company paid Branton Court Stud LLP GBP57,000 (2020: GBP70,000) received in relation to horse race winnings. These monies were not intended for the Company and were paid to Branton Court on the same day.
Microlise Group plc supplies IT equipment for use within fleet vehicles to the Group. Microlise Group plc and Clipper Logistics plc have a common director.
Roydhouse Properties Limited is the landlord of two of the Company's leasehold properties and has common directors with Clipper Logistics plc. In addition, during the year, GBP80,000 was paid to Roydhouse Properties Limited as a contribution towards renovations at one of the leasehold properties. These transactions are conducted at an arm's length on normal commercial terms.
Southerns Office Interiors Limited supplies office furniture to the Company as well being a customer to the Group. Steve Parkin is registered as a person with significant control over Southerns Limited, the ultimate parent of Southerns Office Interiors Limited.
During the year, GBP26,000 (2020: GBP138,000) was received from Steve Parkin in relation to repaying Clipper for personal expenditure incurred on a company credit card. At 30 April 2021 GBPnil (2020: GBPnil) was outstanding.
Balances owing to or from these related parties at 30 April were as follows:
2021 2020 Group Group GBP'000 GBP'000 ---------------------------------------------------- -------- -------- Non-current financial assets: Clicklink Logistics Limited - interest-bearing loan 1,950 1,950 ---------------------------------------------------- -------- -------- Trade and other receivables: Clicklink Logistics Limited - trading balance 67 2,066 Branton Court Stud LLP 1 2 Southerns Office Interiors Limited 1 1 ---------------------------------------------------- -------- -------- Trade and other payables: Clicklink Logistics Limited 342 179 Microlise Group plc 498 - Roydhouse Properties Limited - 176 ---------------------------------------------------- -------- --------
The shareholders in Clicklink Logistics Limited have jointly made available to that company a term loan facility of GBP3,900,000 of which the Company's 50% share is GBP1,950,000. The facility may be drawn in up to ten loans. Interest on each loan is calculated at a margin above 12 month LIBOR and is payable annually. All loans drawn under the facility are repayable in November 2022.
Transactions with these related parties in the year ended 30 April were as follows:
2021 2020 Group Group GBP'000 GBP'000 --------------------------------------------- -------- -------- Items credited to the income statement: Clicklink Logistics Limited - revenue 16,447 19,088 Clicklink Logistics Limited - finance income 52 59 Branton Court Stud LLP 6 590 Southerns Office Interiors Limited 170 9 --------------------------------------------- -------- -------- Items charged to the income statement: Clicklink Logistics Limited 3,396 2,438 Branton Court Stud LLP 6 - Knaresborough Investments Limited - 1 Knaresborough Real Estate Limited - 265 Roydhouse Properties Limited 765 808 --------------------------------------------- -------- -------- Purchase of non-current assets: Microlise Group plc 1,063 - Roydhouse Properties Limited 80 - --------------------------------------------- -------- --------
29. Business combinations
Raven Mill operation
In April 2019, the Company entered into a series of contracts with a customer, which when combined represented a business combination in accordance with IFRS 3 'Business Combinations'. The acquisition consists of premises, assets and a workforce, together carrying out a logistics service business that is now carried out by the Company. The business acquired is an unincorporated entity. Several areas required significant judgment by management, in particular that the transfer of employees under TUPE and the lease of the premises commenced only after 30 April 2019 limiting the ability of the Group to control the relevant activities of the acquired business. On balance the Group has concluded that the effective date of the business combination was 1 July 2019 and that this series of transactions should be reflected within the year ended 30 April 2020. This is when management has concluded that control has passed to the Group. The Group has carried out a fair value exercise of the business combination, which gave rise to 'negative goodwill' of GBP3,499,000. The 'negative goodwill' was recognised within the Group income statement in the year ended 30 April 2020.
The fair value table for the business combination is shown below.
Purchase consideration and cash flows:
Group GBP'000 -------------------------------- -------- Cash consideration paid 2,899 Cash consideration receivable (2,765) -------------------------------- -------- Total net consideration payable 134 -------------------------------- --------
Acquisition:
Fair values Group GBP'000 -------------------------------------------- ----------- Assets: Property, plant and equipment 2,899 Right-of-use asset 2,407 Customer relationship 1,882 Liabilities: Lease liabilities (2,183) Long-term provisions (624) Deferred tax liabilities (748) -------------------------------------------- ----------- Total identifiable net assets at fair value 3,633 'Negative goodwill' arising on acquisition (3,499) -------------------------------------------- ----------- Total consideration 134 -------------------------------------------- -----------
As part of the series of transactions, in August 2021 the customer paid the Company consideration in return for the Company assuming certain potential liabilities. This results in the net consideration payable being less than the fair value of net assets acquired, principally the customer relationship, which gave rise to 'negative goodwill'.
Professional fees and costs in relation to the acquisition amounting to GBP41,000 were charged to the income statement in the year ended 30 April 2020 and were included within administrative expenses.
30. Post balance sheet events
On 19 May 2021, Clipper Logistics plc acquired the entire GBP1,000 share capital of Wippet Ltd, a company registered in England and Wales with registered number 13115709. This transaction does not have a significant impact on the financial statements of the Group.
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