Register to get unlimited Level 2

Company Announcements

Half-year Report

Related Companies

By LSE RNS

RNS Number : 6323R
Xpediator PLC
25 September 2017
 

The information contained within this announcement is deemed by the Group to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").  Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

 

XPEDIATOR PLC

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

 

INTERIM RESULTS

FOR THE SIX MONTHS TO 30 JUNE 2017

 

 

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

 

Significant uplift in revenue and profits for H1 2017

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

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

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

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

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

 

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

Good growth across all three divisions

 

Freight Forwarding

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

·     Marked organic growth in trading across the Balkan regions

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

 

Transport Services

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

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

 

Logistics & Warehousing

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

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

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

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

 

Positive outlook for 2017 H2 and beyond

·     Trading has continued positively in the second half

·     Negotiations and due diligence with principal acquisition targets progressing well

 

Alex Borrelli, Chairman, commented:

 

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

 

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

 

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

 

Enquiries

 

Xpediator Plc 

+44 (0) 330 043 2395

Stephen Blyth, Chief Executive Officer

 

 

 

SP Angel Corporate Finance LLP (Nomad and Joint Broker)

+44 (0) 20 3470 0470

Jeff Keating

Caroline Rowe 

 

 

 

Cantor Fitzgerald Europe (Joint Broker)

+44 (0) 20 7894 7000

David Foreman,

Callum Butterfield (Corporate Finance)

Mark Westcott, Alex Pollen (Sales)

 

 

 

Novella

+44 (0) 20 3151 7008

Tim Robertson

 

Toby Andrews

 

 

For more information visit: www.xpediator.com

 

 

 

 

 

XPEDIATOR PLC

INTERIM RESULTS FOR THE SIX MONTHS TO 30 JUNE 2017

 

CEO Statement

 

Introduction

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

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

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

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

Financial Review

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

 

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

 

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

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

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

 

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

 

 

 

Operational Review

 

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

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

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

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

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

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

 

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

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

Transport services, trading under the Affinity brand, provide bundled fuel and toll cards, financial and support services for hauliers in southern Europe.  Affinity is an agent of DKV in Romania, one of the world's largest fuel card providers and provides the DKV fuel card across the Balkans to a database of approximately 1,500 Eastern European hauliers and 11,500 trucks. In addition, Affinity provides a "one stop shop" of transport services including roadside assistance and ferry bookings.

Affinity's commercial model fits well within the Group as many of the hauliers who are customers of Affinity also supply haulage services to Delamode a key factor that enables the Group to have a good understanding of its customers/suppliers, which underpins the strategy to provide further financial services such as insurance and leasing.

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

 

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

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

Logistics and Warehousing comprises:

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

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

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

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

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

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

Outlook

 

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

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

 

Stephen Blyth

CEO

22 September 2017

 

 

 

 

XPEDIATOR PLC

INTERIM RESULTS FOR THE SIX MONTHS TO 30 JUNE 2017

 

Financial Update

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

Restructure

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

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

Revenue

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

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

Operating profit

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

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

 

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

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

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

Financing costs

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

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

Tax

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

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

Balance Sheet

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

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

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

Dividends

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

 

Acquisitions

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

 

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

 

Richard Myson

CFO

22 September 2017

 

 

 

 

XPEDIATOR PLC

INTERIM RESULTS FOR THE SIX MONTHS TO 30 JUNE 2017

 

Consolidated income statement

 

Unaudited

Unaudited

Audited

 

 

6 months to

6 months to

Year to

 

 

30 June

2017

30 June

2016

31 December 2016

 

Note

£000

£000

£000

 

 

 

 

 

Revenue                                                                                                                       6

1

49,063

31,514

72,758

Cost of sales

 

(37,389)

(23,413)

(55,559)

Gross profit

 

11,674

8,101

17,199

Other operating income

 

365

458

556

Administrative expenses

 

(11,032)

(7,940)

(15,941)

Operating profit

 

1,007

619

1,814

 

EBIT

 

 

 

 

Exceptional items included in Administration

Expen

 

 

 

 

expenses above

10

331

458

654

Operating profit before exceptional items

 

1,338

1,077

2,468

 

 

 

 

 

Finance income

 

2

19

24

Finance costs

 

(210)

(130)

(366)

Non cash finance costs

10

(88)

-

-

Profit before tax

 

711

508

1,472

Income tax

 

(182)

(280)

(233)

 

 

 

 

 

Profit for the period from continuing operations

 

529

228

1,239

Loss for the period from discontinued operations

 

-

(71)

(179)

 

 

 

 

 

Profit for period

 

529

157

1,060

 

Profit / (loss) attributable to:

 

 

 

 

Owners of the parent

 

424

(93)

563

Non-controlling interests

 

105

250

497

Profit for period

 

529

157

1,060

 

 

 

 

 

Basic and diluted earnings/ (loss) per share (pence)

3

0.50

(0.12)

0.70

Basic and diluted earnings per share from continuing operations (pence)

3

 

0.50

 

(0.03)

0.93

Basic and diluted earnings/(loss) per share from discontinued operations (pence)

3

 

-

 

(0.09)

 

(0.22)

Adjusted basic and diluted earnings per share* (pence)

3

 

0.90

 

0.46

 

1.52

 

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

 

 

 

 

 

Consolidated Statement of Comprehensive Income

Unaudited

Unaudited

Audited

 

6 months to

6 months to

Year to

 

30 June

2017

30 June

2016

31 December 2016

 

£000

£000

£000

 

 

 

 

Profit for the period

529

157

1,060

 

 

 

 

Other comprehensive income

 

 

 

Items that will not be reclassified to profit and loss

 

 

 

Exchange differences on translation of foreign operations

85

542

654

Total comprehensive income for the period

 

614

 

699

 

1,714

                               

 

Total comprehensive income attributable to:

 

 

 

 

Owners of the parent

 

501

429

1,153

Non-controlling interests

 

113

270

561

Total comprehensive income for the period

 

 

614

 

699

1,714

 

 

 

 

 

Unaudited

Unaudited

Audited

Consolidated statement of

financial position

 

30 June

2017

30 June

2016

31 December 2016

 

Note

£000

£000

£000

Non-current assets

 

 

 

 

Intangible assets

5

7,997

2,661

2,892

Property, plant and equipment

6

1,368

901

1,186

Investments

 

15

15

16

Trade and other receivables

 

181

238

222

Deferred tax

 

202

53

106

Total non-current assets

 

9,763

3,868

4,422

 

 

 

 

 

Current assets

 

 

 

 

Inventories

 

34

33

44

Trade and other receivables

 

39,731

31,306

28,597

Held for Sale - distribution to owners

 

-

2,888

-

Cash and cash equivalents

 

6,927

5,217

5,351

Total current assets

 

46,692

39,444

33,992

 

 

 

 

 

Total assets

 

56,455

43,312

38,414

 

 

 

 

 

Equity

 

 

 

 

Called up Share capital

 

7

4,050

4,000

4,050

Translation reserve

 

529

43

452

Merger reserve

 

(3,750)

(3,750)

(3,750)

Retained earnings

 

2,769

4,672

2,466

Total equity

 

3,598

4,965

3,218

 

 

 

 

 

Non-controlling interests

8

266

324

345

 

 

 

 

 

Total Equity

 

3,864

5,289

3,563

Non Current liabilities

 

 

 

 

Trade and other payables

 

1,103

-

-

Interest bearing loans and borrowings

9

3,084

3,383

3,878

Deferred tax

 

804

316

332

 

 

4,991

3,699

4,210

Current liabilities

 

 

 

 

Trade and other payables

 

41,943

32,074

29,167

Interest bearing loans and borrowings

9

5,657

1,508

1,474

Held for sale - distribution to owners

 

-

742

-

 

 

47,600

34,324

30,641

Total Liabilities

 

52,591

38,023

34,851

Total Equity and Liabilities

 

56,455

43,312

38,414

 

 

               

 

Consolidated statement of cash flows

 

Unaudited

Unaudited

Audited

 

 

6 months to

6 months to

Year to

 

 

30 June

2017

30 June

2016

31 December 2016

 

 

£000

£000

£000

Profit before tax

711

508

1,472

Adjustment for:

 

 

 

Depreciation

159

109

242

Amortisation

145

62

90

Finance costs

298

130

366

Finance income

(2)

(19)

(24)

Loss on Disposal of Fixed assets

29

81

7

 

1,340

871

2,153

 

 

 

 

Changes in working capital:

 

 

 

Decrease / (increase) in stock

10

(14)

(25)

Increase in trade and other receivables

(11,179)

(6,165)

(3,457)

Increase in trade and other payables

11,710

9,290

5,985

Net cash generated from operating activities

 

1,881

3,982

 

4,656

 

 

 

 

 

Continuing Operations

Cash flows from operating activities

 

 

 

 

Interest paid

 

(212)

(128)

(366)

Tax paid

 

(309)

(222)

(656)

Net cash from operating activities

 

1,360

3,632

3,634

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Purchase of tangible fixed assets

 

(338)

(116)

(593)

Acquisition of Subsidiary, net of cash acquired

 

(2,500)

(1,873)

 

(1,873)

Disposal of available for sale assets

 

-

-

439

Purchase of intangible fixed assets

 

(38)

(5)

(50)

Sale of tangible fixed assets and investment property

 

-

-

 

144

Transactions with non-controlling interests

 

(193)

(23)

(654)

Interest received

 

2

19

24

Net outflow from investing activities

 

(3,067)

(1,998)

(2,563)

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

New loans

 

4,183

1,099

 

319

Loan repayments

 

(794)

(3,808)

(2,569)

Issue of ordinary shares for cash

 

-

-

50

Dividend paid

 

-

(3,377)

(3,377)

Non-Controlling interest dividends paid

 

(104)

(242)

(265)

Net cash inflow from financing activities

 

3,285

(6,328)

(5,842)

 

 

 

 

 

 

 

  

 

Consolidated statement of cash flows

 

Unaudited

Unaudited

Audited

 

 

6 months to

6 months to

Year to

 

 

30 June

2017

30 June

2016

31 December 2016

 

 

£000

£000

£000

Increase in cash and cash equivalents from continuing operations

 

1,578

(4,694)

 

(4,771)

Cash and cash equivalents at beginning of period

 

5,351

9,819

 

9,819

Effect of foreign exchange rate movements

 

(2)

92

 

303

Cash and cash equivalents at end of period

 

6,927

 

5,217

 

5,351

 

 

Consolidated Statement of Changes in Equity

For the six months to 30 June 2017 (unaudited)

 

Share

Capital

£'000

Retained earnings

£'000

 

Translation Reserve

£000s

Merger

Reserve

£'000

Total

 

£'000

Non-controlling interests £'000

Total Equity

£'000

Balance at 31 December 2016

4,050

2,466

452

(3,750)

3,218

345

3,563

Acquisition of NCI

-

(121)

-

-

(121)

 

(88)

 

 (209)

Dividends

-

-

-

-

-

 

(104)

 

(104)

Total contributions by and distributions to owners

-

(121)

-

-

(121)

 

 

(192)

 

 

(313)

Comprehensive income

 

 

 

 

 

 

 

 

Profit for the period

 

-

 

424

 

-

 

-

 

424

 

105

 

529

Total comprehensive income for the period

              -

424

77

-

456

113

569

 

Balance at 30 June 2017

 

4,050

 

2,769

 

529

 

(3,750)

 

3,598

 

266

 

3,864

 

 

 

For the six months to 30 June 2016 (unaudited)

 

Share

Capital

£'000

Retained earnings

£'000

 

Translation Reserve

£000s

Merger

Reserve

£'000

Total

 

£'000

Non-controlling interests £'000

Total Equity

£'000

Balance at 31 December 2015

4,000

8,162

(479)

(3,750)

7,933

299

8,232

Acquisition of NCI

-

(19)

-

-

(19)

     (3)

(22)

Dividends

-

(3,378)

-

-

(3,378)

(242)

(3,620)

Total contributions by and distributions to owners

-

(3,397)

-

-

(3,397)

 

 

(245)

 

 

(3,642)

Comprehensive income

 

 

 

 

 

 

 

Profit /(loss) for the period

-

(93)

-

-

(93)

250

157

Total comprehensive income for the period

-

(93)

522

-

429

270

699

 

Balance at 30 June 2016

 

4,000

 

4,672

 

43

 

(3,750)

 

4,965

 

324

 

5,289

 

For the year ended 31 December 2016 (audited)

 

 

Share

Capital

£'000

Retained earnings

£'000

 

Translation Reserve

£000s

Merger

Reserve

£'000

Total

 

£'000

Non-controlling interests £'000

Total Equity

£'000

Balance at 1 January  2016

        4,000

8,162

(479)

(3,750)

7,933

299

8,232

Acquisition of NCI

-

(462)

-

-

(462)

(192)

(654)

Dividends

-

(3,377)

-

-

(3,377)

 

(265)

 

(3,642)

Distributions to owners

-

(2,463)

341

-

(2,122)

(58)

(2,180)

Issue of Share Capital

50

-

-

-

50

 

-

 

50

Capital Contribution

-

43

-

-

43

 

-

 

43

Total contributions and distribution to owners

50

(6,259)

341

-

(5,868)

 

(515)

 

(6,383)

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

Profit for the year

-

563

-

-

563

497

1,060

 

 

 

 

 

 

 

 

Total comprehensive income for the period

 

-

563

590

-

1,153

561

1,714

Balance at 31 December 2016

4,050

2,466

452

(3,750)

3,218

345

3,563

 

 

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD TO 30 JUNE 2017

 

General information

The financial information included in this interim statement of results does not constitute statutory accounts as defined in section 434 of the Companies Act 2006.  The unaudited accounts for the six month period ended 30 June 2017 have been prepared on a consistent basis and using the same accounting policies as those adopted in the financial statements for Delamode Group Holdings Limited for the year ended 31 December 2016. The statutory accounts of the Delamode Group Holdings Limited for the year ended 31 December 2016 are available on the Xpediator Plc website, www.xpediator.com . The auditors reported on those accounts: their report was unqualified and did not draw attention to any matters by way of emphasis.

Basis of preparation

Xpediator Plc (the 'Company') is a company incorporated in England. The consolidated interim financial statements of the Company for the six month period ended 30 June 2017 comprise the Company and its subsidiaries (together referred to as the 'Group'). The interim financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union. They are unaudited but have been reviewed by the Company's auditor and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2016.

Merger accounting

 

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

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

Accounting policies

The accounting policies adopted in the preparation of the consolidated financial statements are the same as those set out in the annual financial statements of Delamode Group Holdings Limited for the year ended 31 December 2016. The financial statements have been prepared on the historical cost basis except for the revaluation of certain financial instruments that are measured at revalued amounts or fair values at the end of each reporting period.

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

Going concern

The directors have concluded that it is appropriate that the financial statements have been prepared on a going concern basis given the cash balances as at 30 June 2017, and funding facilities in place across the group, which it does not envisage will be withdrawn thus there are sufficient funds available to meet its liabilities as they fall due.  The financial statements have therefore been prepared on a going concern basis.

The directors believe that based on the current budgets and forecast cash flows, there is sufficient resources to meet its liabilities as they fall due.

 

1)     Turnover analysis by country

 

 

 

Unaudited

Unaudited

Audited

 

 

6 months to

6 months to

Year to

 

 

30 June

     2017

30 June

2016

31 December 2016

 

 

     £000

£000

£000

 

 

 

 

 

United Kingdom

 

11,534

7,895

20,027

Romania

 

11,594

9,348

19,161

Lithuania

 

15,529

7,431

18,285

Bulgaria

 

6,372

4,549

10,383

 

 

 

 

 

Other

 

4,034

2,291

4,902

Total Income

 

49,063

31,514

72,758

 

2)     Segmental Analysis

Types of services from which each reportable segment derives its revenues

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

•              Freight Forwarding - This division is the core business and relates to the movement of freight goods across Europe. This division accounts for the largest proportion of the Group's business, generating 80% of its external revenues contributed in 2017, (H1 2016:81%)

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

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

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

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

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

No single customer accounted for more than 10% of the Group's total revenue.

Measurement of operating segment profit or loss, assets and liabilities

The Group evaluates segmental performance on the basis of profit or loss from operations calculated in accordance with IFRS.

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

 

Segmental Analysis for the period to 30 June 2017

Freight Forwarding

Logistics

Affinity

Unallocated

Total

 

2017

2017

2017

2017

2017

Revenue

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

Total revenue

39,105

7,945

2,247

-

49,297

Inter-segmental revenue

-

(234)

-

-

(234)

Total revenue from external customers

39,105

7,711

2,247

-

49,063

 

 

 

 

 

 

Depreciation & amortisation

54

227

18

5

304

 

 

 

 

 

 

Segment Profit (excluding exceptional items)

688

221

1,080

(652)

1,337

Net Finance costs

 

 

 

 

(295)

Exceptional items

 

 

 

 

(331)

Profit before income tax

 

 

 

 

711

  

 

Segmental Analysis for the period to 30 June 2016

Freight Forwarding

Logistics

Affinity

Unallocated

Total

 

2016

2016

2016

2016

2016

Revenue

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

Total revenue

25,200

4,981

1,613

-

31,794

Inter-segmental revenue

-

(280)

-

-

   (280)

Total revenue from external customers

25,200

4,701

1,613

-

31,514

 

 

 

 

 

 

Depreciation & amortisation

53

104

13

1

171

 

 

 

 

 

 

Segment Profit (excluding exceptional items)

595

4

746

(268)

1,077

Net Finance costs

 

 

 

 

(111)

Exceptional items

 

 

 

 

  (458)

Profit before income tax

 

 

 

 

508

 

 

Segmental Analysis for the year to 31 December 2016

Freight Forwarding

Logistics

Affinity

Unallocated

Total

 

2016

2016

2016

2016

2016

Revenue

£'000

£'000

£'000

£'000

£'000

 

 

 

 

 

 

Total revenue

58,869

10,896

3,549

14

73,328

Inter-segmental revenue

-

 (570)

-

-

   (570)

Total revenue from external customers

58,869

10,326

3,549

14

72,758

 

 

 

 

 

 

Depreciation & amortisation

125

176

30

1

332

 

 

 

 

 

 

Segment Profit (excluding exceptional items)

1,645

(37)

1,799

(939)

2,468

Net Finance costs

 

 

 

 

(342)

Exceptional items

 

 

 

 

  (654)

Profit before income tax

 

 

 

 

 1,472

 

 

3)     Earnings per share

 

 

Unaudited

Unaudited

 

 

 

 

6 months to

6 months to

Year to

 

 

 

30 June

2017

30 June

2016

31 December 2016

 

 

 

£000

£000

£000

 

Weighted average number of shares (basic & diluted) **

 

84,295,565

80,000,000

80,000,000

 

Profit / (Loss) for the period attributable to equity holders of the company

 

424

(93)

563

 

Profit / (Loss) for the period attributable to equity holders of the company excluding exceptional items

 

755

 

 

365

 

1,217

 

 

 

 

 

 

 

Profit / (Loss) for the period  for discontinued operations

 

 

-

(71)

(179)

 

 

 

 

 

 

 

 

Earnings per share  - basic and diluted (pence)

 

0.50

(0.12)

0.70

 

 

 

 

 

 

 

Earnings per share  from continuing operations - basic and diluted (pence)

 

0.50

(0.03)

0.93

 

Basic and diluted earnings/(loss) per share discontinued operations (pence)

 

-

(0.09)

(0.22)

 

Earnings per share  - basic and diluted (pence) (excluding exceptional items)*

 

0.90

0.46

1.52

 

*Earnings per share adjusted for exceptional costs (see note 10)

** The weighted average number of shares is increased by the number of shares to be issued in relation to the deferred consideration payable on the acquisition of EMT.

 

4)     Dividends

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

 

 

5)     Intangible Asset

For the period from 1 January 2017 to 30 June 2017 (unaudited)

Customer related

Licences

Goodwill

Total

Cost

£'000

£'000

£'000

£'000

At 1 January 2017

-

2,453

682

3,135

Additions

-

38

-

38

Acquired through business combinations

2,872

-

2,258

5,130

Exchange differences

-

139

16

155

At 30 June 2017

2,872

2,630

2,956

8,458

 

 

 

 

 

Amortisation

 

 

 

 

At 1 January 2017

-

243

-

243

Amortisation for the period

88

57

-

145

Exchange differences

-

73

-

73

At 30 June 2017

88

373

-

461

 

 

 

 

 

Net Book Value at 30 June 2017

2,784

2,257

2,956

7,997

 

 

 

For the period from 1 January 2016 to 30 June 2016 (unaudited)

 

Licences

Goodwill

Total

Cost

 

£'000

£'000

£'000

At 1 January 2016

 

138

-

138

Additions

 

5

-

5

Acquired through business combinations

 

1,981

593

2,574

Exchange differences

 

108

30

138

At 30 June 2016

 

2,233

623

2,856

 

 

 

 

 

Amortisation

 

 

 

 

At 1 January 2016

 

125

-

125

Amortisation for the period

 

62

-

62

Exchange differences

 

7

-

7

At 30 June 2016

 

194

-

194

 

 

 

 

 

Net Book Value at 30 June 2016

 

2,038

623

2,661

 

 

For the period from 1 January 2016 to 31 December 2016 (audited)

 

Licences

Goodwill

Total

Cost

 

£'000

£'000

£'000

At 1 January 2016

 

138

-

138

Additions

 

50

-

50

Acquired through business combinations

 

1,981

593

2,574

Exchange differences

 

284

89

373

At 31 December 2016

 

2,453

682

3,135

 

 

 

 

 

Amortisation

 

 

 

 

At 1 January 2016

 

125

-

125

Amortisation for the year

 

90

-

90

Exchange differences

 

28

-

28

At 31 December 2016

 

243

-

243

 

 

 

 

 

Net Book Value at 31 December 2016

 

2,210

682

2,892

                                                     

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

 

The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the determination of a discount rate in order to calculate the present value of the cash flows.

 

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

 

6)     Property, plant and equipment

 

 

 

 

 

 

For the period from 1 January 2017 to 30 June 2017 (unaudited)

Freehold Property

Fixtures, fittings  and equipment

Motor Equipment

 

Computer Equipment

Total

 

£000

£000

£000

£000

£000

Cost

 

 

 

 

 

At 1 January 2017

122

921

759

1,058

2,860

Additions

-

93

74

171

 

Additions acquired with Subsidiary

18

1

4

-

Disposals

-

(2)

(67)

(9)

(78)

Exchange differences

3

7

6

7

23

At 30 June 2017

143

1,020

776

 

1,227

3,166

Depreciation

 

 

 

 

At 1 January 2017

-

508

504

662

Charge for the period

 

-

58

36

()

65

Eliminated on disposal

-

(1)

(42)

(3)

Exchange differences

-

3

4

4

11

At 30 June 2017

-

568

502

728

1,798

 

 

 

 

 

 

Net book value 30 June 2017

143

452

274

499

1,368

 

For the period from 1 January 2016 to 30 June 2016 (unaudited)

Freehold Property

Fixtures, fittings  and equipment

Motor Equipment

 

Computer Equipment

Total

 

£000

£000

£000

£000

£000

Cost

 

 

 

 

 

At 1 January 2016

105

789

700

842

2,436

Additions

1

31

75

9

116

Addition with Subsidiary

-

8

9

12

29

Disposals

 

(66)

(94)

(46)

(206)

Exchange differences

6

13

31

29

79

At 30 June 2016

112

775

721

846

2,454

Depreciation

 

 

 

 

 

At 1 January 2016

-

478

468

595

1,541

Charge for the period

 

-

41

36

32

109

Eliminated on disposal

-

(62)

(33)

(28)

(123)

Exchange differences

-

-

15

11

26

At 30 June 2016

-

457

486

610

1,553

 

 

 

 

 

 

Net book value 30 June 2016

112

318

235

236

901

 

 

 

 

 

 

For the period from 1 January 2016 to 31 December 2016 (audited)

Freehold Property

Fixtures, fittings  and equipment

Motor Equipment

 

Computer Equipment

Total

 

£000

£000

£000

£000

£000

Cost

 

 

 

 

 

At 1 January 2016

105

789

700

842

2,436

Additions

1

173

201

218

593

Addition with Subsidiary

-

8

9

12

29

Disposals

-

(82)

(200)

(55)

(337)

Exchange differences

16

33

49

41

139

At 31 December 2016

122

921

759

1,058

2,860

 

 

 

 

 

 

Depreciation

 

 

 

 

 

At 1 January 2016

-

478

468

595

1,541

Charge for the period

 

-

91

76

75

242

Eliminated on disposal

-

(78)

(74)

(34)

(186)

Exchange differences

-

17

34

26

77

At 31 December 2016

-

508

504

662

1,674

 

 

 

 

 

 

Net book value

 

 

 

 

 

At 31 December 2016

122

413

255

396

1,186

 

 

7)     Share Capital

 

 

Unaudited

Unaudited

 

 

 

30 June

2017

30 June

2016

31 December 2016

 

 

£000

£000

£000

Allotted, issued and fully paid

 

 

 

 

4,000,000 ordinary  shares of £1.00 each

 

 

 

 

 

 

4,000,000

4,000,000

4,000,000

 

 

 

 

 

 

50,000 deferred shares of £1.00 each

 

 

50,000

 

-

 

50,000

               

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

 

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

 

The deferred shares are non-voting shares and have no rights to any distribution or dividend payments.

 

8)     Non-Controlling Interests

 

Non-Controlling interests held in the group are as follows:

                                                                                                                                                Unaudited             Unaudited             Audited                                                                                                                                                 30 June                    30 June           31 December

   2017                       2016                       2016

                                Delamode Baltics UAB                                                                          20.0%                     30.0%                     30.0%

                                Delamode Estonia OÜ                                                                          20.0%                     30.0%                     30.0%

                                Delamode Bulgaria EOOD                                                                   10.0%                     34.3%                     10.0%

                                Delamode Service Financare IFN                                                       0.05%                    0.05%                     0.05%

                                Delamode Distribution UK Limited                                                    49.0%                     49.0%                     49.0%

Affinity Transport Solutions Srl                                                            0.0%                      5.0%                        0.0%

 

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

 

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

 

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

 

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

 

9)     Loans

 

 

Unaudited

Unaudited

Audited

 

 

30 June

2017

30 June

2016

31 December 2016

 

 

£000

£000

£000

Current;

 

 

 

 

 

Finance Leases

 

35

23

39

Other Loans

 

5,622

1,485

1,435

 

 

5,657

1,508

1,474

 

 

 

 

 

Non - Current;

 

 

 

 

 

Finance Leases 1-2 year

 

62

71

69

 

 

 

 

 

Other Loans;

 

 

 

 

Loans 1- 2 years

 

296

681

942

Loans 2- 5 years

 

971

971

971

Loans due after five years repayable by instalments

 

1,755

1,660

1,896

 

 

3,084

3,383

3,878

 

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

 

 

 

 

 

10)   Exceptional Costs

 

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

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

11)   Post balance sheet events

 

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

 

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

 

12)   Business combinations

Pallet Express Srl

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

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

 

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

 

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

 

 

Book value £'000

Adjustment £'000

Fair Value £'000

 

 

 

 

 

Intangible Assets - Systems

 

            109

(109)

               -  

Intangible Assets - Licences

 

            103

              1,878

         1,981

Property, plant and equipment

 

               29

                    -  

              29

Other

 

               16

                    -  

              16

 

 

 

 

 

Inventories

 

                 5

                    -  

                5

Trade Receivables

 

            248

                    7  

            255

Cash

 

            185

                    -  

            185

 

 

 

 

 

Trade Payables

 

(255)

                    -  

(255)

Loans

 

(445)

                    -  

(445)

Others

 

(5)

                    -  

(5)

 

 

 

 

 

Deferred tax liability

 

                   -  

     (301)

   (301)

Total net assets

 

     (10)

               1,475

         1,465

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

 

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

 

Fair value of consideration paid in cash  2,058                                   

Net asset acquired                                          (1,465)

Goodwill recognised                                           593  

          

The goodwill recognised will not be deductible for tax purposes

 

Easy Managed Transport Limited

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

 

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

 

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

 

·     Cash on completion

·     Plus Earn-Out payments  payable over two years.

 

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

 

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

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

 

Fair Value assessment

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

 

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

 

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

 

 

Economic useful life

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

 

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

 

Deferred tax

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

 

Deferred Consideration

The deferred consideration consists of the

·     payment relating to the earn out period and;

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

 

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

 

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

 

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

 

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

 

Goodwill

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

Purchase Consideration                                                          £'000

 

 

 

Initial Consideration

2,500

 

 

Net Cash Adjustment

2,628

 

 

P.V. of Net Assets Adjustment

198

 

 

P.V. of Deferred Consideration

2,188

 

 

Total Consideration for Equity

7,514

 

 

 

 

Allocation of Assets and Liabilities Acquired

Intangible Assets

Customer-related Intangible Assets

2,872

 

 

 

 

 

 

 

 

Other Assets

 

 

 

 

Current Assets

3,495

 

 

 

Fixed Assets

23

 

 

 

 

Liabilities

 

 

 

Assumed Liabilities

(646)

 

 

Deferred Tax Liability for Intangible Assets

(488)

 

 

 

 

 

 

Goodwill

2,258

 

 

 

                             

 

The goodwill recognised will not be deductible for tax purposes

 

 

INDEPENDENT REVIEW REPORT TO XPEDIATOR PLC

Introduction

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2017 which comprises the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of cash flows, the consolidated statement of changes in equity and the related notes.

We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

Directors' responsibilities

The interim report, including the financial information contained therein, is the responsibility of and has been approved by the directors.  The directors are responsible for preparing the interim report in accordance with the rules of the London Stock Exchange for companies trading securities on AIM which require that the half-yearly report be presented and prepared in a form consistent with that which will be adopted in the company's annual accounts having regard to the accounting standards applicable to such annual accounts.

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Our report has been prepared in accordance with the terms of our engagement to assist the company in meeting the requirements of the rules of the London Stock Exchange for companies trading securities on AIM and for no other purpose.  No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent.  Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, ''Review of Interim Financial Information Performed by the Independent Auditor of the Entity'', issued by the Financial Reporting Council for use in the United Kingdom.  A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.  A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit.  Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2017 is not prepared, in all material respects, in accordance with the rules of the London Stock Exchange for companies trading securities on AIM.

BDO LLP

Chartered Accountants

London

United Kingdom

22 September 2017

 

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


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
IR EAPNAASDXEFF

Top of Page