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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Xpediator Plc | LSE:XPD | London | Ordinary Share | GB00BF6P5V92 | ORD 5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 43.75 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMXPD
RNS Number : 6974N
Xpediator PLC
26 September 2019
The information contained within this announcement is deemed by the Group to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.
26 September 2019
XPEDIATOR PLC
("Xpediator", the "Company" or the "Group")
CONDENSED INTERIM RESULTS
FOR THE SIX MONTHS TO 30 JUNE 2019
Xpediator Plc (AIM: XPD), a leading provider of freight management services across the UK and Central and Eastern Europe, is pleased to announce its unaudited condensed interim results for the six months ended 30 June 2019.
Financial Highlights
-- Group turnover increased 29.8% to GBP102.4m (H1 2018: GBP78.9m) of which:
o GBP8.1m / 34.5% due to organic growth
o GBP15.4m / 65.5% generated from acquisitions
-- Increased revenue and operating profit generated by all operating divisions:
o Freight Forwarding revenue increased 17.4% to GBP76.7m (H1 2018: GBP65.4m) generating increased operatingprofit of GBP1.4m (H1 2018: GBP1.0m) and operating margin of 1.8% (H1 2018: 1.5%)
o Transport Solutions revenue increased 1.8% to GBP3.1m (H1 2018: GBP3.1m) generating increased operating profit of GBP1.3m (H1 2018: GBP1.2m) and operating margin of 40.6% (H1 2018: 39.0%)
o Logistics and Warehousing increased 115.5% to GBP22.6m (H1 2018: GBP10.5m) generating increased operating profit of GBP1.2m (H1 2018: GBP0.3m) and operating margin of 5.2% (H1 2018: 3.1%)
-- Adjusted profit before tax of GBP2.0m (H1 2018: GBP2.6m) due to certain challenges in UK logistics, additional investment in personnel and IT and higher than expected losses from EshopWeDrop, albeit offset by improved contribution from all operating divisions
-- Management actions together with continued positive trading from core businesses, the Board now expects adjusted profit before tax for the current year to be not less than GBP5.0m
-- Adjusted earnings per share of 1.25 pence (H1 2018: 1.69 pence) -- Basic loss per share of 0.04 pence (H1 2018: earnings per share of 1.29 pence) -- Declared interim dividend of 0.28 pence per share (H1 2018: 0.42 pence) -- Net cash generated from operations of GBP5.5m (H1 2018: net cash used of GBP0.1m)
-- The Group fundamentally remains asset-light with net cash (cash less bank loans and overdrafts, but excludingimpact of IFRS 16) of GBP3.8m (31 December 2018: GBP3.2m)
[1] Profit before tax has been adjusted for exceptional items of aborted fees on InterEuropa (2018 - acquisition of Anglia Group) of GBP186,000 (H1 2018: GBP91,000) , additional deferred consideration on Anglia Forwarding Group Limited of GBP304,000 (H1 2018: GBPnil) and Regional Express Limited of GBP215,000 (H1 2018: GBPnil) , non-cash interest on deferred consideration of GBP184,000 (H1 2018: GBP17,000), GBP676,000 (H1 2018: GBP361,000) amortisation of acquisition related intangibles, additional interest charge of GBP198,000 (H1 2018: GBPnil) following the application of IFRS 16 and a GBP26,000 (H1 2018: GBPnil) credit relating to the non-cash interest charge on the receipt of Income from the vendors of Benfleet Forwarding Limited.
Operational Highlights
-- Growth in freight management services to in excess of 14,000 customers annually (31 December 2018: 12,000)
-- Particularly strong performance from Pall-Ex Romania now consistently achieving in excess of 60,000 pallets of freight per month (31 December 2018: 45,700 pallets)
-- DKV fuel card provided across the Balkans to a database of approximately 1,900 Eastern European hauliers and over 14,600 trucks (31 December 2018: 14,000)
-- Turnaround of Benfleet Forwarding continues with good progress -- Actions taken to address challenges in H1 2019:
o UK warehousing in Braintree re-configured for new incoming customers and to enable higher value fulfillment work over lower margin storage activities
o Eshopwedrop, our B2C e-commerce business, invested in increased digital marketing, implemented greater GDPR controls and continued growing its franchise model in further geographies
o Establishing new structures in Regional Express, including opening an office in China and Germany and investment in IT infrastructure, readying the business for new contracts and setting a platform for growth in 2020
Looking ahead to H2 2019 and beyond
-- Continued investment into IT infrastructure to support the move towards increased digitilisation of the Group's commercial activities
-- The Group maintains a healthy pipeline of potential acquisitions, but the primary focus is on improved integration of recent acquisitions, cross-selling services and delivering organic opportunities
-- The Group has invested significantly in preparing for Brexit and believes a hard Brexit represents an opportunity to make significant profits from customs processes
Alex Borrelli, Chairman, commented:
"These results demonstrate demand for our services is high both in the UK and on the continent, we are delivering more services to more clients and are on track to generate over GBP200 million of revenues in the current financial year. Xpediator remains a fast growing, asset light and profitable business; however, in the first half of this year, we faced challenges in our e-commerce businesses and in UK logistics which have and will reduce our profitability in the current year. The Board has assessed the e-commerce opportunity and based on current expectations of 1 year, 1 to 2 and 2 to 5 year plans, concluded that it is right to continue to invest in the e-commerce division in the second half of 2019. In addition, management have implemented solutions to the problems incurred in our UK logistics division. Despite the challenges incurred, our core businesses have performed strongly, generating good revenue growth and demonstrating the underlying strength of the business."
Enquiries
Xpediator plc Tel: +44 (0)330 043 2395 Stephen Blyth, Chief Executive Officer Email: info@xpediator.com Richard Myson, Interim Chief Financial Officer Cenkos Securities plc (Nominated Advisor & Tel: +44 (0)20 7397 Joint Broker) 8900 Max Hartley, Max Gould (Corporate Finance) Nick Searle (Sales) Cantor Fitzgerald Europe (Joint Broker) Tel: +44 (0)20 7894 7000 David Foreman, Michael Boot (Corporate Finance) Caspar Shand Kydd (Sales) Novella Communications (Financial Public Relations) Tel: +44 (0)20 3151 7008 Tim Robertson Fergus Young
About Xpediator:
Xpediator is a well-established international provider of freight management services. Established in 1988 by CEO Stephen Blyth today the Group's International network of offices provides road, sea and air freight services, together with logistics and warehousing in the UK and Romania. The business offers integrated freight management within the supply chain logistics and fulfilment sector, through their three main areas: freight forwarding, logistics & warehousing and transport solutions. With headquarters in Braintree, Essex and country offices in nine CEE countries across 31 sites, the Group currently employs over 950 people and was successfully listed on London's AIM market in August 2017.
For more information, please visit: www.xpediator.com.
Alternatively, do follow us on Twitter at @Xpediator or find us on LinkedIn at Xpediator Plc.
CEO Statement
Introduction
I am pleased to present the Group's financial performance for the first six months of 2019. Whilst market conditions remain competitive and despite particular difficulties experienced by our UK warehousing and e-commerce divisions, demand for the Company's freight management services has remained robust. Group revenues increased 29.8% during the period driven from both organic and acquisition sources and the business is on track to continue this sales momentum for the current financial year and generate revenue of more than GBP200 million. However, due to certain one-off events together with the Board's commitment to continue investing in EshopWeDrop, IT infrastructure and personnel, we are now forecasting adjusted profit before tax of not less than GBP5.0 million.
Our strategy remains focused around building a scalable and risk adjusted platform to support an expanding portfolio of freight management companies across the UK and Europe with a particular expertise in Central and Eastern Europe ("CEE"). Accordingly, during the period, the Company invested significantly in its IT platforms to support the increased infrastructure of the business, the requirements of a major new contract and to ensure the security of the business.
The Board consider this investment in IT infrastructure as well as in its staff, as necessary to successfully scale the business and generate increased profitability.
H1 2019 Trading
The Group generated revenue of GBP102.4m during the six months ended 30 June 2019 (H1 2018: GBP78.9m), adjusted operating profit of GBP2.4m (H1 2018: GBP2.8m) and reported profit before tax of GBP0.2m (H1 2018: GBP1.7m).
2 Operating Profit has been adjusted for the exceptional items of GBP705,000 (H1 2018 : 91,000) and the amortisation charge of GBP676,000 (H1 2018 : 361,000)
Turnover generated in the UK increased to GBP42.8m (H1 2018: GBP28.8m) of which GBP15.4m came from acquisitions. CEE/non-UK turnover increased by 19.0% to GBP59.6m (H1 2018: GBP50.0m), which was entirely organic. A change in accounting standards, IFRS 15, resulted in our UK entities recognising GBP3.9m of Import VAT and duty in H1 2018, which is no longer reflected on the income statement.
Group overheads including IT (excluding the one-off benefit of GBP0.8m in 2018 for Benfleet Forwarding Limited), increased GBP1.2m to GBP2.0m. The Company has strengthened its internal functions, including the finance department and has a corporate structure that also includes a Group HR Director. The Board considers this investment to be fundamental to supporting the Company's future growth objectives.
The Directors are declaring an interim dividend of 0.28 pence (H1 2018: 0.42 pence) per share totalling GBP381,000 (H1 2018: GBP558,000) to be paid on 30 October 2019. This dividend has not been accrued in the consolidated Statement of Financial Position.
Operational Review
Freight Forwarding
Revenue H1 2019: GBP76.7m H1 2018: GBP65.4m Operating profit H1 2019: GBP1.4m H1 2018: GBP1.0m
Freight forwarding services are provided under the Delamode, Anglia Forwarding and Benfleet Forwarding brands. The division specialises in moving freight, primarily internationally by road, rail, air and sea, and continues to be the largest core service of the Group.
The division has continued to grow in 2019 with revenue in H1 2019 increasing by 17.4%, resulting in operating profit increasing 41.6% to GBP1.4m (H1 2018: GBP1.0m). However, these results also include an operating loss for the Group's e-commerce division (EshopWeDrop) of GBP0.3m (H1 2018: profit GBP0.1m). Whilst e-commerce operates under a separate management structure within Xpediator, its results are currently included in the Freight Forwarding division. EshopWeDrop, the Group's B2C e-commerce business was impacted by a disruption to the distribution chain in Germany which slowed volumes and increased GDPR related costs. Digital marketing to support the brand also increased which has since resulted in activity recovering to previous levels.
As previously reported, Regional Express, also part of the Company's freight forwarding division was subject to an extensive investment of resources to secure two potentially valuable and strategic contracts which the Board are hopeful will generate meaningful returns in 2020 and beyond.
Growth within Freight Forwarding has been both organic, principally driven by increased activities in Lithuania and Romania, but also through acquisition, with a full period of contribution from Anglia Forwarding of GBP0.3m which was acquired in July 2018. This acquisition helped to increase revenue and profitability within the UK operations of the Group, further supported by a turnaround performance from Benfleet Forwarding which significantly improved its H1 2019 operating profit to GBP0.2m (H1 2018: loss GBP0.2m), primarily due to increased full load activity. The Group also continued to progress the development of full load activity, which, whilst decreasing gross profit margins, is both revenue and earnings enhancing.
Transport Solutions (Affinity)
Revenue H1 2019: GBP3.1m H1 2018: GBP3.1m Operating profit H1 2019: GBP1.3m H1 2018: GBP1.2m
Transport Solutions, trading principally under the Affinity brand, provides bundled fuel and toll cards, financial and support services for hauliers in Southern Europe. Affinity is an agent of DKV, one of the world's largest fuel card providers, and provides the DKV fuel card across the East and West Balkan region to a database of approximately 1,900 Eastern European hauliers and over 14,600 trucks. In addition, Affinity provides a "one stop shop" of transport services including roadside assistance and ferry bookings.
As well as acting independently, Affinity's commercial model allows the Group to generate synergies because many of the hauliers who are customers of Affinity also supply haulage services to Group companies, a key factor that enables the Group to have a good understanding of its customers/suppliers, which underpins the Group strategy to provide further transport solutions.
Affinity generated stable revenues during the period, a slight reduction in Romanian activity was mitigated by an increase in the Balkan income during the period. The mix between ferry and DKV fuel card activity resulted in margins increasing to 40.6% for the division compared with H1 2018 of 39.0%.
Logistics & Warehousing
Revenue H1 2019: GBP22.5m H1 2018: GBP10.5m Operating profit H1 2019: GBP1.2m H1 2018: GBP0.3m
The division has continued to see growth in 2019 with revenue in H1 2019 increasing 115.5% to GBP22.5m, which included the acquired Import Services Limited ("ISL") business. Like for like revenue increased 24.9% to GBP2.6m for the period, as a result of increased trading across all entities within the group. Like for like operating profit was up GBP0.4m, largely due to increased activity in Pallex Romania and EMT. Operating profit for H1 2019 increased GBP0.8m which included the activity on ISL which contributed GBP0.5m in the period. Despite being up on last year, weaker UK and Romanian warehouse activity, where the loss of a customer in the UK and slower than forecast occupancy growth in Romania, reduced profitability.
In July 2018, Xpediator PLC acquired ISL to add to the Logistics and Warehousing division. This acquisition provided an additional 41,000 sqm of storage and handling space increasing the Group total to over 90,000 sqm across the UK and CEE. Shared user storage space in the UK is now available in the port-centric locations of Southampton, Braintree in Essex and Beckton in London.
In H1 2019, issues occurred in the Logistics division, which are being addressed with operational and financial improvements expected in H2 as efficiencies in the division are achieved.. The Braintree warehouse is being re-configured to allow for a more flexible solution to clients and enable us to accommodate new, higher margin, e-commerce related business.
The Group is the master franchisee of a fast growing pallet distribution network in Romania which trades under the Pall-Ex brand. Pall-Ex contributed strongly during this period and is now moving on average over 60,000 pallets of freight monthly (H1 2018: 45,700 per month), servicing mainly manufacturers, retailers and importers in Romania and the surrounding region.
Our logistics network continued to develop its offering in 2019 through an increased customer database and greater service offerings, including e-commerce. In April 2019, the Pall-Ex Romania Central Hub moved to a new purpose-built cross-dock facility in Sibiu to accommodate the increased activity and improve transit times, quality and safety across the network.
Warehousing activity in Romania increased in the first half of 2019 as a result of a customer awareness campaign. This activity benefited also from the launch of a modern cross-dock warehouse facility Sibiu in Central Romania.
Brexit
The Freight Forwarding division has been working hard to navigate the uncertain and changing positions regarding Brexit during 2019, with investments in both external and internal resources. A Brexit Committee made up of the senior executives within the division was established in 2018 and has been meeting regularly to manage the Brexit Project. The senior management team believe that the Freight Forwarding division is as prepared for Brexit as is possible and whilst arguably a distraction for management during 2019, custom clearance activity is potentially a significant opportunity for the division.
Outlook
Xpediator is well placed to continue to develop. Our mix of geographies and freight management services represents a unique combination and provides our customers with solutions to access these markets and store their goods. Despite competitive conditions in the UK, combined with the uncertainties surrounding Brexit, we are confident in the future demand for our services and are focused on ensuring we have the right growth disciplines, infrastructure and personnel in place to support the profitable expansion of the Group going forward.
Stephen Blyth
CEO
26 September 2019
Financial Review
Revenue
Revenue for the six months to 30 June 2019 was GBP102.4m, up GBP23.5m/29.8% on the comparable period (H1 2018: GBP78.9m). Of this revenue increase, GBP8.1m was organic whilst GBP15.4m originated from acquired businesses.
Revenue increased across all of our main countries of operations. UK turnover increased 48.6% to GBP42.8m (H1 2018: GBP28.8m) arising principally from acquired businesses and represented approximately 41.8% of Group revenues (H1 2018: 36.6%).
Operating profit
Statutory operating profit for the period was GBP1.0m (H1 2018: GBP2.3m), however GBP0.8m of the profit in H1 2018 related to the net effect of one-off accounting adjustments in respect of Benfleet. On an adjusted basis, operating profit contracted 12.4% in the period to GBP2.4m (H1 2018: GBP2.8m).
Financing costs
The net interest expense for the period was GBP0.8m (H1 2018: GBP0.2m), of which GBP0.5m related to a change in accounting standards following the adoption of IFRS 16. In addition, there was a non-cash interest charge relating to deferred consideration payable of GBP0.2m, mainly as a result of the acquisition of ISL and a full 6 month non-cash interest expense on Anglia Forwarding.
Tax
The tax charge for the period was GBP0.1m (H1 2018: GBP0.2m). This equates to an effective tax rate of 46.3% (H1 2018: 23.4%).
Adjusted profit before tax
A reconciliation between reported profit before tax and adjusted profit before tax is shown below:
Unaudited Unaudited Audited 6 months 6 months to to Year to 30 June 30 June 31 December 2019 2018 2018 GBP000 GBP000 GBP000 Profit before tax (as reported) 227 2,161 5,616 -------------------------------------- ---------------- ------------ Exceptional items (See note 11) 705 91 318 Unwind and add back of discount on deferred consideration 184 17 277 Amortisation of intangibles 676 361 1,033 Discount on deferred consideration (26) - (45) Additional incurred interest charge - IFRS 16 (3) 198 - - -------------------------------------- ---------------- ------------ Total adjustments 1,737 469 1,583 -------------------------------------- ---------------- ------------ Adjusted profit before tax 1,964 2,630 7,199 -------------------------------------- ---------------- ------------
(3) The additional incurred interest charge - IFRS 16 represents the difference between the cash rental payments and the accounting charges for depreciation and interest. This is included for comparability purposes.
Adjusted profit after tax
Unaudited Unaudited Audited 6 months 6 months to to Year to 30 June 30 June 31 December 2019 2018 2018 GBP000 GBP000 GBP000 Profit after tax (as reported) 122 1,655 4,731 -------------------------------------- ---------------- ------------ Total adjustments to profit as identified above 1,737 469 1,583 Tax impact on : Amortisation of on intangibles (128) (69) (196) Additional interest charge - IFRS 16 (38) - - -------------------------------------- ---------------- ------------ Total tax impact on adjusted items (166) (69) (196) -------------------------------------- ---------------- ------------ Adjusted profit after tax 1,693 2,055 6,118 -------------------------------------- ---------------- ------------
Statement of Financial Position
The Group had net assets of GBP30.1m as at 30 June 2019 (31 December 2018: GBP29.1m).
Non-current liabilities increased by GBP24.3m to GBP32.7m (31 December 2018: GBP8.5m) principally as a result of the requirement to recognise leases in accordance with IFRS 16, (GBP24.4m). Current interest-bearing loans and borrowings increased by GBP7.0m to GBP10.8m (31 December 2018: GBP3.8m) also primarily due to the adoption of IFRS16, (GBP7.7m).
Property, plant and equipment increased GBP31.9m to GBP34.2m (31 December 2018: GBP2.4m) as a result of the leased assets to the value of GBP34.2m capitalised as right of use assets in accordance with IFRS 16 (31 December 2018: GBPnil).
Current trade and other receivables increased GBP4.5m to GBP64.8m (31 December 2018: GBP60.3m).
The Group's cash position was GBP9.7m as at 30 June 2019 (31 December 2018: GBP9.6m).
Board and Senior Management Changes
Stuart Howard resigned as CFO and a Director of Xpediator PLC on 6 September 2019 to pursue other business interests. Richard Myson has resumed the role of as CFO an interim basis until a permanent appointment is made and therefore has not been re-appointed to the Board of Xpediator PLC.
Charlotte Bennett has been appointed as non-board Group People Director on 2 September 2019.
Share Capital
On 16 May 2019, the Group issued 1,655,876 shares to the former owners of EMT as part of the payment of the deferred consideration relating to the acquisition of the entire equity of EMT in 2017. The shares had a market value of GBP0.8m.
Alex Borrelli and Geoff Gillo exercised their share options on 22 May 2019. As a result of exercising these options, the Group issued 625,000 at an option price of 24 pence per share.
Auditors
Following a competitive tender process, Crowe U.K. LLP has been appointed as the Group's new auditors for the full financial year.
Dividends
The directors are declaring an interim dividend of 0.28pence (H1 2018: 0.42 pence) per share totalling GBP381,000 (H1 2018: GBP558,000). The dividend will be payable to shareholders on the register on 18 October 2019 with the ex div date being 17 October 2019. The dividend will be paid on 30 October 2019
Stephen Blyth (CEO)
26 September 2019
Consolidated income statement Unaudited Unaudited Audited 6 months 6 months to to Year to 30 June 30 June 31 December 2019 2018 2018 Note GBP000 GBP000 GBP000 ------------------- ---------------- ------------ Gross billings 170,990 143,770 312,497 ------------------------------------- ----- ------------------- ---------------- ------------ Revenue 1 102,376 78,879 179,174 Cost of sales (77,606) (62,049) (137,490) Gross profit 24,770 16,830 41,684 Other operating income 440 147 935 Impairment loss on receivables (415) (625) (1,053) Administrative expenses (23,727) (14,007) (35,390) Operating profit 1,068 2,345 6,176 EBIT ------------------------------------- ----- ------------------- ---------------- ------------ Exceptional items included in administrative expenses above 11 705 91 318 Operating profit before exceptional items 1,773 2,436 6,494 ------------------------------------- ----- ------------------- ---------------- Share of loss of equity accounted associate (74) - (78) Finance income 47 14 100 Finance costs (163) (181) (305) IFRS 16 interest charge (467) - - Non cash finance costs 11 (184) (17) (277) Profit before tax 227 2,161 5,616 Income tax (105) (506) (885) Profit for period 122 1,655 4,731 =================== ================ ============ (Loss)/Profit attributable to: Owners of the parent (57) 1,523 4,421 Non-controlling interests 179 132 310 ------------------- ---------------- ------------ Profit for period 122 1,655 4,731 EPS attributable to the owners of the parent Basic (loss)/earnings pence per share 3 (0.04) 1.29 3.53 Diluted (loss)/earnings pence
per share 3 (0.04) 1.27 3.43 Consolidated Statement of Comprehensive Income Unaudited Unaudited Audited 6 months to 6 months to Year to 30 June 30 June 31 December 2019 2018 2018 GBP000 GBP000 GBP000 ------------- ------------- ------------ Profit for the period 122 1,655 4,731 ------------- ------------- ------------ Other comprehensive income Exchange differences on translation of foreign operations 25 (32) 199 ------------- ------------- ------------ Total comprehensive income for the period 147 1,623 4,930 ============= ============= ============ Total comprehensive (loss)/income attributable to: Owners of the parent (36) 1,494 4,612 Non-controlling interests 183 129 318 ------- -------- ------ Total comprehensive income for the period 147 1,623 4,930 ======= ======== ====== Unaudited Unaudited Audited Consolidated statement of 30 June 30 June 31 December financial position 2019 2018 2018 Note GBP000 GBP000 GBP000 ---------- ---------- ------------ Non-current assets Intangible assets 5 25,465 14,439 24,908 Property, plant and equipment 6 34,248 1,713 2,355 Investments - unlisted 1 1 1 Investments in equity associated investments 60 57 60 Trade and other receivables 1,155 2,112 1,194 Deferred tax 517 231 225 ---------- ---------- ------------ Total non-current assets 61,446 18,553 28,743 Current assets Inventories 81 42 58 Trade and other receivables 64,848 54,405 60,310 Cash and cash equivalents 9,691 5,988 9,647 Total current assets 74,620 60,435 70,015 Total assets 136,066 78,988 98,758 ---------- ---------- ------------ Equity Share capital 7 6,849 6,008 6,736 Share premium 11,987 5,792 11,868 Equity reserve 25 151 38 Translation reserve 758 521 737 Merger reserve 3,071 (521) 2,323 Retained earnings 6,749 5,054 6,773 ---------- ---------- ------------ Total equity 29,439 17,005 28,475 Non-controlling interests 8 695 487 586 Total equity 30,134 17,492 29,061 Non-current liabilities Deferred consideration 10 2,031 601 2,089 Provisions 1,599 - 1,523 Trade and other payables 106 - - Interest bearing loans and borrowings 9 26,894 2,810 2,648 Deferred tax 2,088 1,374 2,204 Total Non-current Liabilities 32,718 4,785 8,464 ---------- ---------- ------------ Current liabilities Overdrafts - 267 - Trade and other payables 60,146 50,764 56,072 Deferred consideration 10 2,305 1,955 1,409 Interest bearing loans and borrowings 9 10,763 3,725 3,752 ---------- ---------- ------------ Total current liabilities 73,214 56,711 61,233 ---------- ---------- ------------ Total liabilities 105,932 61,496 69,697 ---------- ---------- ------------ Total equity and liabilities 136,066 78,988 98,758 ========== ========== ============ Consolidated statement of cash flows Unaudited Unaudited Audited 6 months 6 months to to Year to 30 June 30 June 31 December 2019 2018 2018 GBP000 GBP000 GBP000 --------------- --------------- --------------- Profit before tax before loss on associate 301 2,161 5,694 Adjustment for: Loss of equity accounted investment (74) - (78) Depreciation 3,831 237 712 Amortisation 767 425 1,105 Finance costs 814 198 582 Finance income (47) (14) (100) Share based payment charge 20 82 109 Impairment of intangible assets - 1,845 1,845 Deferred consideration write back and vendor income relating to Benfleet Forwarding Limited - (2,592) (2,592) Deferred consideration adjustment 519 - - (Profit)/Loss on disposal of property, plant and equipment (5) 13 13 --------------- --------------- --------------- 6,126 2,355 7,290 Changes in working capital: (Increase)/decrease in stock (23) 8 (8) (Increase)/decrease in trade and other receivables (4,499) 325 (6,957) Increase/(decrease) in trade and other payables 3,850 (2,806) 3,287 Increase in Provisions 76 - 1,523 Net cash generated/(used in) from operating activities 5,530 (118) 5,135 --------------- --------------- --------------- Continuing operations Cash flows from operating activities Interest paid (78) (181) (305) Tax paid (358) (402) (1,097) --------------- --------------- --------------- Net cash from operating activities 5,094 (701) 3,733 Cash flows from investing activities Purchase of tangible fixed assets (866) (195) (554) Acquisition of subsidiary, net of cash acquired - (1,352) (6,069) Cash received from sale of investments - 83 (171) Proceeds from sale of fixed - assets 32 - Purchase of intangible fixed assets (300) (49) - Cash paid on deferred consideration of acquisition - - (315) Sale of investments - - 83 Interest received 25 14 29 Net outflow from investing activities (1,109) (1,499) (6,997) --------------- --------------- --------------- Cash flows from financing activities New loans - 1,029 908
Loan repayments (386) (348) (362) Issue of ordinary shares for cash 149 - 6,613 Dividend paid - - (1,323) Transactions with non-controlling interests (34) (3) (310) Non-controlling interest dividends paid (74) (55) (145) Repayments on Leases (3,618) - - Net cash (outflow)/inflow from financing activities (3,963) 623 5,381 --------------- --------------- --------------- Consolidated statement of cash flows Unaudited Unaudited Audited 6 months 6 months to to Year to 30 June 30 June 31 December 2019 2018 2018 GBP000 GBP000 GBP000 ------------ ---------- ------------ Increase/(decrease) in cash and cash equivalents from continuing operations 22 (1,577) 2,117 Cash and cash equivalents at beginning of period 9,647 7,340 7,340 Effect of foreign exchange rate movements 22 (42) 190 ------------ ---------- ------------ Cash and cash equivalents at end of period 9,691 5,721 9,647 ============ ========== ============
Consolidated Statement of Changes in Equity
For the six months to 30 June 2019 (unaudited)
Share Share Equity Retained Translation Merger Total Non-controlling Total Capital Premium Reserve earnings Reserve Reserve interests Equity GBP'000 GBP'000 GBP'000 GBP'000 GBP000s GBP'000 GBP'000 GBP'000 GBP'000 -------- -------- -------- --------- ----------- -------- -------- --------------- -------- Balance at 1 January 2019 6,736 11,868 38 6,773 737 2,323 28,475 586 29,061 Distribution to owners - - - - - - - (74) (74) Share based consideration on acquisition 83 - - - - 748 831 - 831 Share options not yet exercised - - 20 - - - 20 - 20 Share options exercised - - (33) 33 - - - - - Issue of share capital 30 119 - - - - 149 - 149 -------- -------- -------- --------- ----------- -------- -------- --------------- -------- Total contributions by and distributions to owners 113 119 (13) 33 - 748 1,000 (74) 926 (Loss)/Profit for the period - - - (57) - - (57) 179 122 Exchange differences on foreign operations - - - - 21 - 21 4 25 -------- -------- -------- --------- ----------- -------- -------- --------------- -------- Total comprehensive (Loss)/income for the period - - - (57) 21 - (36) 183 147 -------- -------- -------- --------- ----------- -------- -------- --------------- -------- Balance at 30 June 2019 6,849 11,987 25 6,749 758 3,071 29,439 695 30,134 ======== ======== ======== ========= =========== ======== ======== =============== ========
For the six months to 30 June 2018 (unaudited)
Share Share Equity Retained Translation Merger Total Non-controlling Total Capital Premium Reserve earnings Reserve Reserve interests Equity GBP'000 GBP'000 GBP'000 GBP'000 GBP000s GBP'000 GBP'000 GBP'000 GBP'000 ------- -------- -------- -------- ----------- -------- -------- --------------- -------- Balance at 1 January 2018 5,922 5,792 69 3,535 546 (1,509) 14,355 413 14,768 Dividends paid - - - - - - - (55) (55) Share options not yet exercised - - 82 - - - 82 - 82 Issue of share capital 86 - - - - 988 1,074 - 1,074 ------- -------- -------- -------- ----------- -------- -------- --------------- -------- Total contribution and distribution to owners 86 - 82 - - 988 1,156 (55) 1,101 ------- -------- -------- -------- ----------- -------- -------- --------------- -------- Comprehensive income Profit for the period - - - 1,523 - - 1,523 132 1,655 Exchange differences on foreign operations - - - (4) (25) - (29) (3) (32) Total comprehensive income for the period - - - 1,519 (25) - 1,494 129 1,623 ------- -------- -------- -------- ----------- -------- -------- --------------- -------- Balance at June 2018 6,008 5,792 151 5,054 521 (521) 17,005 487 17,492 ======= ======== ======== ======== =========== ======== ======== =============== ========
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD TO 30 JUNE 2019
General information
The financial information included in this condensed interim statement of results does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The unaudited accounts for the six month period ended 30 June 2019 have been prepared on a consistent basis and using the same accounting policies as those adopted in the financial statements for Xpediator PLC for the year ended 31 December 2018, except as noted below for new standards adopted. The statutory accounts of Xpediator PLC for the year ended 31 December 2018 are available on the Xpediator Plc website, www.xpediator.com. The auditors reported on those accounts: their report was unqualified and did not draw attention to any matters by way of emphasis.
Basis of preparation
Xpediator Plc (the 'Company') is a company incorporated in England. The consolidated condensed interim financial statements of the Company for the six month period ended 30 June 2019 comprise the Company and its subsidiaries (together referred to as the 'Group'). The condensed interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union. They are unaudited but have been reviewed by the Company's auditor and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2018.
The preparation of the condensed interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amount of assets and liabilities, income and expenses. Actual results may differ from these estimates.
Merger accounting
On 25 May 2017, Xpediator entered into a share swap agreement with the ultimate beneficiaries of Delamode Group Holdings Limited, whereby 4,000,000 new ordinary shares of GBP1.00 each were issued to the ultimate beneficiaries of the Delamode Group Holdings Limited in exchange for their shares in Delamode Group Holdings Limited in the same proportion as their shareholding in Delamode Group Holdings Limited. The merger method of accounting is used to consolidate the results of Xpediator and Delamode Group Holdings Limited and subsidiaries.
Accounting policies
The financial statements have been prepared on the historical cost basis except for the revaluation of certain financial instruments that are measured at revalued amounts or fair values at the end of each reporting period.
Changes in significant accounting policies
The principal accounting policies adopted in the preparation of the condensed interim financial information are unchanged from those applied in the company's financial statements for the year ended 31 December 2018 except for those relating to IFRS 16 Leases, which is applicable for periods starting on or after 1 January 2019. The accounting policies applied herein are consistent with those expected to be applied in the financial statements for the year ended 31 December 2019.
The Group has applied the practical expedient available on transition to IFRS 16 not to reassess whether a contract is or contains a lease. Accordingly, the definition of a lease in accordance with IAS 17 will continue to apply to those leases entered into before 1 January 2019.
The change of definition of a lease mainly relates to the concept of control. IFRS 16 distinguishes between leases and service contract on the basis of whether the use of an identified asset is controlled by the customer. Control is considered to exist if the customer has :-
- The right to obtain substantially all of the economic benefits from the use of an identified asset; and
- The right to direct the use of that asset.
The Group has applied the definition of a lease and related guidance set out in IFRS 16 to all lease contracts entered into on or after 1 January 2019. In preparation for the first time application of IFRS 16, the Group carried out an implementation project. The project has shown that the new definition in IFRS 16 will not change significantly the scope of the contracts that meet the definition of a lease for the Group.
Impact on lessee accounting
IFRS 16 has introduced a single, on-balance sheet accounting model for lessees, eliminating the distinction between operating and finance leases IFRS 16 has impacted how the Group accounts for leases under IAS 17. On initial application, the Group has performed the following :-
- Recognised right of use assets and lease liabilities in the Consolidated Balance sheet, measured at the present value of future lease payments, discounted using the rate implicit in the lease or the lessee's incremental borrowing rate if this is not stated. These are included within Property, plant and equipment and loans and borrowings respectively;
- Recognised depreciation of right of use assets and interest on lease liabilities in the Consolidated Income Statement;
- Separated the total amount of cash paid into a principal portion (presented within financing activities) and interest (presented within financing activities) in the Consolidated Cash Flow Statement.
The incremental borrowing rate is calculated on a lease by lease basis. The weighted average lessee's borrowing rate applied to the lease liabilities on 1 January was 3.41%.
Under IFRS 16, right of use assets will be tested for impairment in accordance with IAS 36 Impairment of Assets. This has replaced the previous requirements to recognise a provision for onerous lease contracts.
Payments associated with short-term leases are recognised on a straight-line basis as an expense in the profit or loss. Short term leases are leases with a lease term of 12 months or less.
The following reconciliation shows the difference between the operating lease commitments as disclosed in the 2018 Annual Report (under IAS 17) and the lease liability recognised in the consolidated statement of financial position on 1 January 2019, the date of initial application of IFRS 16:
GBP'000
Operating lease commitments disclosed at 31 December 2018
33,623
Short term leases
(289)
Adjustments as a result of different treatment of extensions/termination options 55
Discounted using weighted average of Group's incremental borrowing rate (2,465)
Lease liability recognised as at 1 January 2019
30,924
Consolidated Income Statement - Administrative expenses have decreased by GBP3,816,000 as the Group previously recognised rental expenses therein. Depreciation and finance costs have increased by GBP3,349,000 and GBP467,000 respectively as a result of the requirement to capitalise a right of use asset and depreciate over the term of the lease.
Total lease expenses will increase in the early years of implementation of IFRS 16 due to the front-loading effect of finance charges versus the straight-line rent expense under IAS 17 leases.
Consolidated Statement of Financial Position - At 1 January 2019, the Group calculated the lease commitments outstanding and applied the appropriate discount rate to calculate the present value of the lease commitment which are recognised as a liability and a right of use assets on the Group statement of financial position. As a result, at the 1(st) January 2019, the Group recognised both right of use assets of GBP30,924,000 and lease liabilities of the same amount. At 30(th) June 2019, the Group has recognised right of use assets of GBP31,885,000 and lease liabilities of GBP32,083,000.
Accounting for associates
Associates are all entities over which the Group has significant influence but not control or joint control. This is generally the case where the group holds between 20% and 50% of the voting rights. Investment in associates are accounted for using the equity method of accounting. Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the group's share of the post-acquisition profits or losses of the investee in profit or loss, and the group's share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.
Going concern
The Directors have concluded that it is appropriate that the financial statements have been prepared on a going concern basis given the cash balances as at 30 June 2019, and funding facilities in place across the group, which it does not envisage will be withdrawn thus there are sufficient funds available to meet its liabilities as they fall due. The financial statements have therefore been prepared on a going concern basis.
The directors believe that based on the current budgets and forecast cash flows, there is sufficient resources to meet its liabilities as they fall due.
1) Turnover analysis by Country & Segment Unaudited Unaudited Audited 6 months 6 months to to Year to 30 June 30 June 31 December 2019 2018 2018 GBP000 GBP000 GBP000 ----------- ---------- ------------ United Kingdom 42,844 28,839 70,210 Romania 16,077 15,397 31,397 Lithuania 27,035 20,862 47,759 Bulgaria 10,140 8,489 17,553 Other 6,280 5,292 12,255 ----------- ---------- ------------ Total Income 102,376 78,879 179,174 ----------- ---------- ------------ Unaudited Unaudited Audited 6 months 6 months to to Year to 30 June 30 June 31 December 2019 2018 2018 GBP000 GBP000 GBP000 ----------- --------------------- ------------- Freight Forwarding United Kingdom 27,821 24,661 47,628 Romania 6,253 6,704 13,151 Lithuania 27,035 20,862 47,759 Bulgaria 10,140 8,489 17,553 Other 5,465 4,645 10,807 ----------- --------------------- ------------- Total Income Freight Forwarding 76,714 65,361 136,898 ----------- --------------------- ------------- Logistics & Warehousing United Kingdom 15,023 4,178 22,582 Romania 7,529 6,285 13,344 Total Income Logistics & Warehousing 22,552 10,463 35,926 ------- ------- ------- Transport Solutions Romania 2,295 2,408 4,902 Other 815 647 1,448 ------ ------ ------ Total Income Transport Solutions 3,110 3,055 6,350 ------ ------ ------ Total Income 102,376 78,879 179,174 -------- -------- -------- 2) Segmental Analysis
Types of services from which each reportable segment derives its revenues
During the period, the Group had three main divisions: Freight Forwarding, Logistics & Warehousing and Transport Solutions. All revenue is derived from the provision of services.
-- Freight Forwarding - This division is the core business and relates to the movement of freight goods across Europe. This division accounts for the largest proportion of the Group's business, generating 74.9% of its external revenues contributed in 2019 (H1 2018: 82.9%)
-- Logistics & Warehousing - This division provides warehousing and domestic distribution and generated 22.1% of the Group's external revenues in 2019 (H1 2018: 13.2%).
-- Transport Solutions - This division focuses on the reselling of DKV fuel cards, leasing, ferry crossings and other associated transport related solutions. This division accounts for 3.0% of the Group's business in terms of revenue (H1 2018: 3.9%)
Factors that management used to identify the Group's reportable segments
The Group's reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology and marketing strategies.
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision maker has been identified as the management team comprising the Divisional CEOs, the Chief Executive Officer and the Chief Financial Officer.
No single customer accounted for more than 10% of the Group's total revenue.
Measurement of operating segment profit or loss, assets and liabilities
The Group evaluates segmental performance on the basis of profit or loss from operations calculated in accordance with IFRS.
Inter-segment sales are priced at market rates and on an arm's length basis, along the same lines as sales to external customers. This policy was applied consistently throughout the current and prior period.
Segmental Analysis Freight Logistics Transport Unallocated Total for the period to 30 Forwarding & Warehousing Solutions June 2019 2019 2019 2019 2019 2019 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ------------ --------------- ----------- ------------ --------- Gross billings 76,714 22,921 71,355 - 170,990 Less recoverable disbursements - - (68,245) (68,245) Total revenue 76,714 22,921 3,110 - 102,745 Inter-segmental revenue - (369) - - (369) ------------ --------------- ----------- ------------ --------- Total revenue from external customers 76,714 22,552 3,110 - 102,376 Depreciation & amortisation (excluding IFRS 16 depreciation) (433) (779) (21) (16) (1,249) Segment Profit (excluding exceptional items) 1,396 1,163 1,262 (2,048) 1,773 Share of equity based associate (74) Net finance costs (767) Exceptional items (705) --------- Profit before income tax 227 ========= Segmental Analysis Freight Logistics Transport Unallocated Total for the period to 30 Forwarding & Warehousing Solutions June 2018 2018 2018 2018 2018 2018 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ------------ --------------- ----------- ------------ --------- Gross billings 65,361 10,722 67,687 - 143,770 Less recoverable disbursements - - (64,632) - (64,632) Total revenue 65,361 10,722 3,055 - 79,138 Inter-segmental revenue - (259) - - (259) ------------ --------------- ----------- ------------ --------- Total revenue from external customers 65,361 10,463 3,055 - 78,879 Depreciation & amortisation (423) (177) (23) (39) (662) Segment Profit (excluding exceptional items) 986 320 1,192 (62) 2,436 Net finance costs (184) Exceptional items (91) --------- Profit before income tax 2,161 ========= Segmental Analysis Freight Logistics Transport Unallocated Total for the year to 31 Forwarding & Warehousing Solutions December 2018 2018 2018 2018 2018 2018 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 ------------ --------------- ----------- ------------ ---------- Gross billings 136,898 36,514 139,085 - 312,497 Less recoverable disbursements - - (132,735) - (132,735) Total revenue 136,898 36,514 6,360 - 179,762 Inter-segmental revenue - (588) - - (588) ------------ --------------- ----------- ------------ ---------- Total revenue from external customers 136,898 35,926 6,350 - 179,174 Depreciation & amortisation (714) (1,023) (47) (33) (1,817) Segment Profit (excluding exceptional items) 2,971 3,011 2,291 (1,779) 6,494 Share of loss of equity accounted associate (78) Net finance costs (482) Exceptional items (318) ---------- Profit before income tax 5,616 ========== 3) Earnings per share Unaudited Unaudited 6 months 6 months to to Year to 30 June 30 June 31 December 2019 2018 2018 GBP0004 GBP000 GBP000 ------------- ---------- ------------ Weighted average number of shares - basic 134,282 117,651 125,167 Weighted average number of shares - diluted 135,584 119,637 128,769 (Loss)/Profit for the period attributable to equity holders of the company (57) 1,523 4,421 Profit for the period attributable to equity holders of the company excluding exceptional, non trading and certain one-off items (see note 11) 1,680 1,992 6,004 Earnings per share - basic (pence) (0.04) 1.29 3.53 Earnings per share - diluted (pence) (0.04) 1.27 3.43 Earnings per share - basic (pence) (excluding exceptional items)* 1.25 1.69 4.80 Earnings per share - diluted (pence) (excluding exceptional items)* 1.24 1.67 4.66 *Earnings per share adjusted for exceptional, non-trading and certain one-off costs (see note 11) (4) All numbers presented as GBP000's except number of shares (presented as actual thousands) and Earnings per share (presented as pence) 4) Dividends The directors are declaring an interim dividend of 0.28pence (H1 2018: 0.42 pence) per share totalling GBP381,000 (H1 2018: GBP558,000).
The dividend will be payable to shareholders on the register on 18 October 2019 with the ex div date being 17 October 2019. The dividend will be paid on 30 October 2019. For the period from 1 January Customer Technology 2019 to 30 June 2019 (unaudited) related Licences Goodwill Related Total Cost GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 --------- --------- --------- ------------- -------- At 1 January 2019 12,057 2,871 13,176 510 28,614 Additions - 300 - - 300 Fair value adjustments - - 990 - 990 Disposals - (1) - - (1) Exchange differences - 14 - - 14 --------- --------- --------- ------------- -------- At 30 June 2019 12,057 3,184 14,166 510 29,917 Amortisation/Impairment At 1 January 2019 1,315 498 1,845 48 3,706 Amortisation for the period 627 91 - 49 767 Eliminated on disposal - (1) - - (1) Exchange differences - (20) - - (20) --------- --------- --------- ------------- -------- At 30 June 2019 1,942 568 1,845 97 4,452 Net Book Value at 30 June 2019 10,115 2,616 12,321 413 25,465 ========= ========= ========= ============= ======== 5) Intangible Asset For the period from 1 January 2018 Customer to 30 June 2018 (unaudited) related Licences Goodwill Total Cost GBP'000 GBP'000 GBP'000 GBP'000 --------- --------- --------- -------- At 1 January 2018 5,689 2,675 7,551 15,915 Additions - 49 - 49 Acquired through business combinations 938 - 531 1,469 Transfer between categories (19) 19 - - Exchange differences - 25 - 25 --------- --------- --------- -------- At 30 June 2018 6,608 2,768 8,082 17,458 Amortisation/Impairment At 1 January 2018 330 417 - 747 Amortisation for the period 361 64 - 425 Impairment - - 1,845 1,845 Exchange differences - 2 - 2 --------- --------- --------- -------- At 30 June 2018 691 483 1,845 3,019 Net Book Value at 30 June 2018 5,917 2,285 6,237 14,439 ========= ========= ========= ======== For the period from 1 January Customer Technology 2018 to 31(st) December 2018 (audited) related Licences Goodwill Related Total Cost GBP'000 GBP'000 GBP'000 GBP'000 At 1 January 2018 5,689 2,675 7,551 - 15,915 Additions - 171 - - 171 Disposals - (7) - - (7) Acquired through business combinations 6,387 - 5,625 510 12,522 Transfer between categories (19) 19 - - - Exchange differences - 13 - - 13 --------- --------- --------- ----------- -------- At 31 December 2018 12,057 2,871 13,176 510 28,614 Amortisation/Impairment At 1 January 2018 330 417 - - 747 Amortisation for the period 985 72 - 48 1,105 Disposals - (7) - - (7) Impairments - - 1,845 - 1,845 Exchange differences - 16 - - 16 --------- --------- --------- ----------- -------- At 31 December 2018 1,315 498 1,845 48 3,706 --------- --------- --------- ----------- -------- Net Book Value at 31 December 2018 10,742 2,373 11,331 462 24,908 ========= ========= ========= =========== ========
The goodwill included in the above note, relates to the acquisitions of Pallet Express Srl in January 2016, Easy Managed Transport in March 2017, Benfleet Forwarding Limited in October 2017, Regional Express Limited in November 2017, Anglia Forwarding Group Limited in June 2018 and Import Services Limited in July 2018. This is the total value of intangible assets with an indefinite useful life allocated to each respective cash generating unit.
The Directors have reviewed the fair value of the goodwill and deferred consideration relating to the acquisition of Import Services Limited in line with IFRS 3 Business Combinations, paragraph 45. Based on the interpretation of the standard, the Directors believe that there is new information available relating to the assumptions used to calculate the consideration payable. As a result of the new information, the Directors have increased the value of Goodwill and Consideration Payable to the vendors of Import Services Limited by GBP990,000.
The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the determination of a discount rate in order to calculate the present value of the cash flows. As part of the Interim review, the Group has compared the actual performance for the first six months of 2019 versus the assumptions that were made during the 2018 impairment review. Based on this review, the Group has concluded that there are no expected impairments.
6) Property, plant and equipment Fixtures, For the period from 1 January Freehold fittings Computer 2019 to 30 June 2019 (unaudited) Property and equipment Motor Equipment Equipment Total GBP000 GBP000 GBP000 GBP000 GBP000 ---------- --------------- ---------------- ------------ ------- Cost At 1 January 2019 204 1,895 895 1,919 4,913 Additions 6 477 97 286 866 Additions due to IFRS 16 34,180 318 424 39 34,961 Disposals - (27) (33) (28) (88) Exchange differences (2) (53) (8) (9) (72) ---------- --------------- ---------------- ------------ ------- At 30 June 2019 34,388 2,610 1,375 2,207 40,580 ---------- --------------- ---------------- ------------ ------- Depreciation At 1 January 2019 22 771 567 1,198 2,558 Charge for the period 16 222 57 187 482 Charge for the period - IFRS 16 3,223 45 75 6 3,349 Eliminated on disposal - (21) (32) (8) (61) Exchange differences - 49 8 (53) 4 ---------- --------------- ---------------- ------------ ------- At 30 June 2019 3,261 1,066 675 1,330 6,332 Net book value 30 June 2019 31,127 1,544 700 877 34,248 ========== =============== ================ ============ ======= Fixtures, For the period from 1 January Freehold fittings Computer 2018 to 30 June 2018 (unaudited) Property and equipment Motor Equipment Equipment Total GBP000 GBP000 GBP000 GBP000 GBP000
---------- --------------- ---------------- ------------ ------- Cost At 1 January 2018 142 972 840 1,593 3,547 Additions - 93 32 70 195 Additions acquired with subsidiary 61 111 5 - 177 Disposals - (5) (47) (27) (79) Exchange differences (1) (5) (4) (3) (13) ---------- --------------- ---------------- ------------ ------- At 30 June 2018 202 1,166 826 1,633 3,827 ---------- --------------- ---------------- ------------ ------- Depreciation At 1 January 2018 3 628 499 817 1,947 Charge for the period 2 76 50 109 237 Transfers between categories - (131) - 131 - Eliminated on disposal - (1) (45) (18) (64) Exchange differences - (2) (2) (2) (6) ---------- --------------- ---------------- ------------ ------- At 30 June 2018 5 570 502 1,037 2,114 Net book value 30 June 2018 197 596 324 596 1,713 ========== =============== ================ ============ ======= For the period from 1 January Fixtures, 2018 to 31 December 2018 Freehold fittings Computer (audited) Property and equipment Motor Equipment Equipment Total GBP000 GBP000 GBP000 GBP000 GBP000 ---------- --------------- ---------------- ------------ ------- Cost At 1 January 2018 142 972 840 1,593 3,547 Additions - 232 79 243 554 Addition with subsidiary 61 708 43 103 915 Disposals - (24) (72) (28) (124) Exchange differences 1 7 5 8 21 At 31 December 2018 204 1,895 895 1,919 4,913 ---------- --------------- ---------------- ------------ ------- Depreciation At 1 January 2018 3 628 499 817 1,947 Charge for the period 19 156 131 406 712 Eliminated on disposal - (15) (66) (30) (111) Exchange differences - 2 3 5 10 ---------- --------------- ---------------- ------------ ------- At 31 December 2018 22 771 567 1,198 2,558 ---------- --------------- ---------------- ------------ ------- Net book value ---------- --------------- ---------------- ------------ ------- At 31 December 2018 182 1,124 328 721 2,355 ========== =============== ================ ============ ======= 7) Share Capital Unaudited Unaudited Audited 31 30 June 30 June December 2019 2018 2018 GBP000 GBP000 GBP000 ---------- ---------- ----------- Allotted, issued and fully paid Ordinary shares of GBP0.05p each 135,994 119,158 133,714 Ordinary shares of GBP0.05p each 6,799 5,958 6,686 Deferred Shares of GBP1 each 50 50 50 Total Share Capital 6,849 6,008 6,736
The deferred shares are non-voting shares and have no rights to any distribution or dividend payments.
8) Non-Controlling Interests
Non-Controlling interests held in the group are as follows:
Unaudited Unaudited Audited 30 June 30 June 31 December
2019 2018 2018
Delamode Baltics UAB 20.0% 20.0% 20.0%
Delamode Estonia OÜ 20.0% 20.0% 20.0%
Delamode Bulgaria EOOD 10.0% 10.0% 10.0%
Delamode Service Financare IFN 0.05% 0.05% 0.05%
Delamode Distribution UK Limited 49.0% 49.0% 49.0%
.
9) Loans Unaudited Unaudited Audited 30 June 30 June 31 December 2019 2018 2018 GBP000 GBP000 GBP000 ---------- ---------- ------------ Current; Leases 7,652 71 102 Other Loans 3,111 3,654 3,650 ---------- ---------- ------------ 10,763 3,725 3,752 Non - Current; Leases 1-2 Years 6,613 53 56 Leases 2-5 Years 14,530 38 27 Leases due after five years 3,288 - - Other Loans; Loans 1- 2 years 355 310 315 Loans 2- 5 years 1,053 1,029 1,053 Loans due after five years repayable by instalments 1,055 1,380 1,197 ---------- ---------- ------------ 26,894 2,810 2,648
Bank loans and overdrafts are secured by a fixed and floating charge over the Group's assets.
10) Deferred Consideration
The Directors have reviewed the fair value of the goodwill and deferred consideration relating to the acquisition of Import Services Limited in line with IFRS 3 Business Combinations, paragraph 45. Based on the interpretation of the standard, the Directors believe that there is new information available relating to the assumptions used to calculate the consideration payable. As a result of the new information, the Directors have increased the value of Goodwill and Consideration Payable to the vendors of Import Services Limited by GBP990,000.
11) Exceptional Costs
The Group incurred non-recurring costs totalling GBP705,000 comprising of GBP186,000 relating to the aborted acquisition of Intereuropa DD, GBP304,000 relating to additional deferred consideration on Anglia Forwarding Group Limited and GBP215,000 relating to additional deferred consideration due on the Regional Express acquisition.
Adjusted earnings per share has been calculated as follows:-
Unaudited Unaudited 6 6 months Audited months to to Year to 30 June 30 June 31 December 2019 2018 2018 GBP000 GBP000 GBP000 ------------ ---------- ------------ (Loss) / Profit for the period attributable to the owners of the parent (57) 1,523 4,421 Exceptional costs 705 91 318 Amortisation relating to acquisitions 676 361 1,033 Non-cash interest 184 17 277 Discount on deferred consideration (26) - (45) Additional IFRS 16 interest charge 198 - - ------------ ---------- ------------ Adjusted Profit for the period 1,680 1,992 6,004 ------------ ---------- ------------
INDEPENDENT REVIEW REPORT TO XPEDIATOR PLC
Introduction
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2019 which comprises the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of cash flows, the consolidated statement of changes in equity and the related notes.
We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
Directors' responsibilities
The condensed interim report, including the financial information contained therein, is the responsibility of and has been approved by the directors. The directors are responsible for preparing the condensed interim report in accordance with the rules of the London Stock Exchange for companies trading securities on AIM which require that the half-yearly report be presented and prepared in a form consistent with that which will be adopted in the company's annual accounts having regard to the accounting standards applicable to such annual accounts.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Our report has been prepared in accordance with the terms of our engagement to assist the company in meeting the requirements of the rules of the London Stock Exchange for companies trading securities on AIM and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Financial Reporting Council for use in the United Kingdom. A review of the condensed interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2019 is not prepared, in all material respects, in accordance with the rules of the London Stock Exchange for companies trading securities on AIM.
Crowe U.K. LLP
Statutory Auditors
London
United Kingdom
26 September 2019
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