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RNS
Xpediator PLC   -  XPD   

Half-year Report

Released 07:00 26-Sep-2019

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 £102.4m (H1 2018: £78.9m) of which:

£8.1m / 34.5% due to organic growth 

£15.4m / 65.5% generated from acquisitions

·    Increased revenue and operating profit generated by all operating divisions:

Freight Forwarding revenue increased 17.4% to £76.7m (H1 2018: £65.4m) generating increased operatingprofit of £1.4m (H1 2018: £1.0m) and operating margin of 1.8% (H1 2018: 1.5%)

Transport Solutions revenue increased 1.8% to £3.1m (H1 2018: £3.1m) generating increased operating  profit of £1.3m (H1 2018: £1.2m) and operating margin of 40.6% (H1 2018: 39.0%)

Logistics and Warehousing increased 115.5% to £22.6m (H1 2018: £10.5m) generating increased operating profit of £1.2m (H1 2018: £0.3m) and operating margin of 5.2% (H1 2018: 3.1%)

·   Adjusted profit before tax of £2.0m (H1 2018: £2.6m) 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 £5.0m

·    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 £5.5m (H1 2018: net cash used of £0.1m)

·  The Group fundamentally remains asset-light with net cash (cash less bank loans and overdrafts, but excludingimpact of IFRS 16) of £3.8m (31 December 2018: £3.2m)

 

[1] Profit before tax has been adjusted for exceptional items of aborted fees on InterEuropa (2018 - acquisition of Anglia Group) of £186,000 (H1 2018: £91,000) , additional deferred consideration on Anglia Forwarding Group Limited of £304,000 (H1 2018: £nil)  and Regional Express Limited of £215,000 (H1 2018: £nil) , non-cash interest on deferred consideration of £184,000 (H1 2018: £17,000), £676,000 (H1 2018: £361,000) amortisation of acquisition related intangibles, additional interest charge of £198,000 (H1 2018: £nil) following the application of IFRS 16 and a £26,000 (H1 2018: £nil) 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:

UK warehousing in Braintree re-configured for new incoming customers and to enable higher value fulfillment work over lower margin storage activities

Eshopwedrop, our B2C e-commerce business, invested in increased digital marketing, implemented greater GDPR controls and continued growing its franchise model in further geographies

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 £200 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 & Joint Broker)

Tel: +44 (0)20 7397 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 £200 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 £5.0 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 £102.4m during the six months ended 30 June 2019 (H1 2018: £78.9m), adjusted operating profit of £2.4m (H1 2018: £2.8m) and reported profit before tax of £0.2m (H1 2018: £1.7m).

 

2 Operating Profit has been adjusted for the exceptional items of £705,000 (H1 2018 : 91,000) and the amortisation charge of £676,000 (H1 2018 : 361,000)

 

Turnover generated in the UK increased to £42.8m (H1 2018: £28.8m) of which £15.4m came from acquisitions. CEE/non-UK turnover increased by 19.0% to £59.6m (H1 2018: £50.0m), which was entirely organic.  A change in accounting standards, IFRS 15, resulted in our UK entities recognising £3.9m 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 £0.8m in 2018 for Benfleet Forwarding Limited), increased £1.2m to £2.0m. 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 £381,000 (H1 2018: £558,000) 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: £76.7m              H1 2018: £65.4m

Operating profit               H1 2019: £1.4m H1 2018: £1.0m

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 £1.4m (H1 2018: £1.0m).  However, these results also include an operating loss for the Group's e-commerce division (EshopWeDrop) of £0.3m (H1 2018: profit £0.1m).   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 £0.3m 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 £0.2m (H1 2018: loss £0.2m), 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: £3.1m                  H1 2018: £3.1m

Operating profit               H1 2019: £1.3m                  H1 2018: £1.2m

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: £22.5m              H1 2018: £10.5m

Operating profit               H1 2019: £1.2m                  H1 2018: £0.3m

The division has continued to see growth in 2019 with revenue in H1 2019 increasing 115.5% to £22.5m,  which included the acquired Import Services Limited ("ISL") business. Like for like revenue increased 24.9% to £2.6m for the period, as a result of increased trading across all entities within the group. Like for like operating profit was up £0.4m, largely due to increased activity in Pallex Romania and EMT. Operating profit for H1 2019 increased £0.8m which included the activity on ISL which contributed £0.5m 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 £102.4m, up £23.5m/29.8% on the comparable period (H1 2018: £78.9m). Of this revenue increase, £8.1m was organic whilst £15.4m originated from acquired businesses.

Revenue increased across all of our main countries of operations.  UK turnover increased 48.6% to £42.8m (H1 2018: £28.8m) 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 £1.0m (H1 2018: £2.3m), however £0.8m 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 £2.4m (H1 2018: £2.8m).

Financing costs

The net interest expense for the period was £0.8m (H1 2018: £0.2m), of which £0.5m 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 £0.2m, 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 £0.1m (H1 2018: £0.2m). 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 to

6 months to

Year to

 

 30 June

        2019

30 June

2018

31 December 2018

 

                                £000

          £000

  £000

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 to

6 months to

Year to

 

 30 June

        2019

30 June

2018

31 December 2018

 

                                £000

          £000

  £000

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 £30.1m as at 30 June 2019 (31 December 2018: £29.1m).

Non-current liabilities increased by £24.3m to £32.7m (31 December 2018: £8.5m) principally as a result of the requirement to recognise leases in accordance with IFRS 16, (£24.4m).  Current interest-bearing loans and borrowings increased by £7.0m to £10.8m (31 December 2018: £3.8m) also primarily due to the adoption of IFRS16, (£7.7m).

Property, plant and equipment increased £31.9m to £34.2m (31 December 2018: £2.4m) as a result of the leased assets to the value of £34.2m capitalised as right of use assets in accordance with IFRS 16 (31 December 2018: £nil).

Current trade and other receivables increased £4.5m to £64.8m (31 December 2018: £60.3m).

The Group's cash position was £9.7m as at 30 June 2019 (31 December 2018: £9.6m).

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 £0.8m.

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 £381,000 (H1 2018: £558,000). 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 to

6 months to

Year to

 

 

 30 June

        2019

30 June

2018

31 December 2018

 

Note

                                £000

          £000

  £000

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

2019

30 June

2018

31 December 2018

 

£000

£000

£000

 

 

 

 

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

financial position

 

30 June

2019

30 June

2018

31 December 2018

 

Note

£000

£000

£000

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 to

6 months to

Year to

 

 

30 June

2019

30 June

2018

31 December 2018

 

 

£000

£000

£000

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 to

6 months to

Year to

 

 

30 June

2019

30 June

2018

31 December 2018

 

 

£000

£000

£000

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

Capital

£'000

Share     Premium    £'000

Equity     Reserve       £'000

Retained earnings

£'000

 

Translation Reserve

£000s

Merger

Reserve

£'000

Total

 

£'000

Non-controlling interests £'000

Total Equity

£'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

Capital

£'000

Share       Premium     £'000

Equity       Reserve       £'000

Retained earnings

£'000

 

Translation Reserve

£000s

Merger

Reserve

£'000

Total

 

£'000

Non-controlling interests £'000

Total Equity

£'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 £1.00 each were issued to the ultimate beneficiaries of the Delamode Group Holdings Limited in exchange for their shares in Delamode Group Holdings Limited in the same proportion as their shareholding in Delamode Group Holdings Limited. The merger method of accounting is used to consolidate the results of Xpediator 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:

                                                                                                                                                                                £'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 £3,816,000 as the Group previously recognised rental expenses therein.  Depreciation and finance costs have increased by £3,349,000 and £467,000 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 1st January 2019, the Group recognised both right of use assets of £30,924,000 and lease liabilities of the same amount.  At 30th June 2019, the Group has recognised right of use assets of £31,885,000 and lease liabilities of £32,083,000.

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 to

6 months to

Year to

 

 

30 June

     2019

30 June

2018

31 December 2018

 

 

     £000

£000

£000

 

 

 

 

 

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 to

   6 months to

Year to

 

 

30 June

     2019

          30 June

               2018

  31 December 2018

 

 

     £000

               £000

£000

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 for the period to 30 June 2019

Freight Forwarding

Logistics & Warehousing

Transport Solutions

Unallocated

Total

 

2019

2019

2019

2019

2019

 

£'000

£'000

£'000

£'000

£'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 for the period to 30 June 2018

Freight Forwarding

Logistics & Warehousing

Transport Solutions

Unallocated

Total

 

2018

2018

2018

2018

2018

 

£'000

£'000

£'000

£'000

£'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 for the year to 31 December 2018

Freight Forwarding

Logistics & Warehousing

Transport Solutions

Unallocated

Total

 

2018

2018

2018

2018

2018

 

£'000

£'000

£'000

£'000

£'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 to

6 months to

Year to

 

 

30 June

2019

30 June

2018

31 December 2018

 

 

£0004

£000

£000

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 £000'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 £381,000 (H1 2018: £558,000). 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 2019 to 30 June 2019 (unaudited)

Customer related

Licences

Goodwill

 

Technology Related

Total

Cost

£'000

£'000

£'000

 

£'000

£'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

12,321

413

25,465

 

5)     Intangible Asset 

 

For the period from 1 January 2018 to 30 June 2018 (unaudited)

Customer related

Licences

Goodwill

Total

Cost

£'000

£'000

£'000

£'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

6,237

14,439

 

 

For the period from 1 January 2018 to 31st December 2018 (audited)

Customer related

Licences

Goodwill

Technology Related

Total

Cost

£'000

£'000

£'000

 

£'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 £990,000.

 

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

For the period from 1 January 2019 to 30 June 2019 (unaudited)

Freehold Property

Fixtures, fittings and equipment

Motor Equipment

 

Computer Equipment

Total

 

£000

£000

£000

£000

£000

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

 

 

For the period from 1 January 2018 to 30 June 2018 (unaudited)

Freehold Property

Fixtures, fittings  and equipment

Motor Equipment

 

Computer Equipment

Total

 

£000

£000

£000

£000

£000

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 2018 to 31 December 2018 (audited)

Freehold Property

Fixtures, fittings  and equipment

Motor Equipment

 

Computer Equipment

Total

 

£000

£000

£000

£000

£000

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

 

 

 

30 June

2019

30 June

2018

Audited 31 December 2018

 

 

£000

£000

£000

Allotted, issued and fully paid

 

 

 

 

Ordinary shares of £0.05p each

 

 

 

135,994

119,158

133,714

Ordinary shares of £0.05p each

 

6,799

5,958

6,686

Deferred Shares of £1 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

2019

30 June

2018

31 December      2018

 

£000

£000

£000

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 £990,000.

 

 

 

11)  Exceptional Costs

 

The Group incurred non-recurring costs totalling £705,000 comprising of £186,000 relating to the aborted acquisition of Intereuropa DD, £304,000 relating to additional deferred consideration on Anglia Forwarding Group Limited and £215,000 relating to additional deferred consideration due on the Regional Express acquisition.

 

Adjusted earnings per share has been calculated as follows:-

 

 

Unaudited                 6 months to

Unaudited           6 months to

Audited  Year to

 

 

30 June

2019

30 June

2018

31 December 2018

 

 

£000

£000

£000

(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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