TIDMCLG
RNS Number : 6224Y
Clipper Logistics plc
07 December 2017
CLIPPER LOGISTICS PLC
"Continuing strong growth in line with expectations"
INTERIM RESULTS FOR THE SIX MONTHS TO 31 OCTOBER 2017
Clipper Logistics plc ("Clipper", "the Group", or "the
Company"), a leading provider of value-added logistics solutions
and e-fulfilment to the retail sector, is pleased to announce its
unaudited results for the six months ended 31 October 2017.
Financial Highlights
-- Group revenue up 21.1% to GBP199.7 million (2016:
GBP164.9 million);
-- Group EBIT(1) 19.4% ahead at GBP9.2 million (2016:
GBP7.7 million), reflecting strong performance across
all service lines:
o E-fulfilment and returns management services EBIT
up 25.7% to GBP5.3 million (2016: GBP4.2 million);
o Non e-fulfilment logistics EBIT up 6.3% to GBP6.3
million (2016: GBP5.9 million);
o Commercial vehicles EBIT up 13.5% to GBP1.4 million
(2016: GBP1.3 million);
-- Group Profit Before Tax and Amortisation(1) up 21.0%
to GBP8.4 million (2016: GBP6.9 million);
-- Group Profit Before Tax (PBT) up 15.6% to GBP7.9
million (2016: GBP6.9 million);
-- Cash generated from operations up 1.8% to GBP12.6
million (2016: GBP12.3 million);
-- Earnings per share up 18.9% to 6.3 pence (2016:
5.3 pence);
-- Interim dividend increased by 16.7% to 2.8 pence
per share (2016: 2.4 pence).
(1) As defined in Alternative Performance Measures section
Operational Highlights
-- Extended our Clicklink click-and-collect network
to other retail customers including Supergroup and
Urban Outfitters;
-- Successfully launched new operations for Secret
Sales, M&S and River Island in the United Kingdom,
and recently commenced returns operations with ASOS
in Poland, leveraging knowledge and experience from
existing ASOS returns activities in the United Kingdom;
-- Commenced a major new sortation and distribution
contract with the Edinburgh Woollen Mill Group,
bringing with it new sites in Nantgarw (Cardiff)
and Carlisle, and commenced a new transport operation
with Crosswater Holdings Limited;
-- Completed the acquisitions of Tesam Distribution
Limited and RepairTech Limited, both of which are
immediately earnings-enhancing. Tesam enhances our
existing relationship with M&S and RepairTech brings
new skills and customers to our electrical repairs
and returns offering;
-- Significant organic growth, both with long-standing
customers and with more recent start-ups, including
the commencement of new Vype operations for BAT;
-- Strong performance in commercial vehicles division
driven by new vehicle sales;
-- Continuing strong pipeline of new business opportunities.
Commenting on the results, Steve Parkin, Executive Chairman of
Clipper, said:
"I am pleased to report that the Group has once again delivered
strong results in line with the Board's expectations.
Strong revenue and profit growth has continued in all
sectors.
Our market-leading position in the high-growth area of
e-fulfilment and associated services, has been enhanced further by
the onboarding of new customers onto the Clicklink
click-and-collect operation, and the new ASOS returns facility in
Poland demonstrates our commitment to leveraging our existing
business across Europe.
The first half of the current financial year saw strong organic
growth on existing contracts, particularly in the e-commerce
sector, and this was complemented by contract wins and two
strategic acquisitions. Both of these acquisitions are performing
in line with our expectations.
The new business pipeline continues to be strong, and we expect
the positive momentum from existing and new contracts to continue
into the second half of the year.
The Board remains confident for the future, and I look forward
to updating our shareholders and the markets throughout the
year."
ENQUIRIES
Clipper: +44 (0)113 204 2050
Steve Parkin, Executive Chairman
Tony Mannix, Chief Executive Officer
David Hodkin, Chief Financial Officer
Public Relations Advisers:
Buchanan: +44 (0) 20 7466 5000
David Rydell
Stephanie Watson
This announcement contains inside information which is disclosed
in accordance with the Market Abuse Regulation which came into
effect on 3 July 2016.
About Clipper
Clipper Logistics plc (www.clippergroup.co.uk), which is premium
listed on the Main Market of the London Stock Exchange, is a retail
logistics specialist, which provides value-added, consultancy-led
services to its blue chip client base. Clipper is a UK leader in
its markets, with a long-standing customer base in:
-- e-fulfilment
-- fashion
-- high-value logistics
A profitable and cash generative commercial vehicles business
complements the Group's logistics activities.
Cautionary statement
Any forward looking statements made in this document represent
the Board's best judgement as to what may occur in the future.
However, the Group's actual results for the current and future
financial periods and corporate developments will depend on a
number of economic, competitive and other factors, some of which
may be outside the control of the Group. Such factors could cause
the Group's actual results in future periods to differ materially
from those expressed in any forward looking statements included in
this announcement.
PERFORMANCE AT A GLANCE
6 months 6 months
ended 31 ended 31 12 months
October October ended 30
2017 2016 April 2017
(unaudited) (unaudited) Change (audited)
GBPm GBPm GBPm
----------------------- ------------- ------------- ------- ------------
Revenue 199.7 164.9 +21.1% 340.1
EBIT 9.2 7.7 +19.4% 17.9
Profit before tax and
amortisation 8.4 6.9 +21.0% 16.2
Profit before tax 7.9 6.9 +15.6% 16.1
Earnings per share 6.3p 5.3p +18.9% 12.5p
Cash generated from
operations 12.6 12.3 +1.8% 25.7
----------------------- ------------- ------------- ------- ------------
ALTERNATIVE PERFORMANCE MEASURES
The Group makes use of an Alternative Performance Measure (APM)
in the management of its operations and as a key component of its
internal and external reporting. In accordance with FRC guidance,
this is explained below.
Earnings before interest and tax (EBIT) is defined as the
operating profit, including the Group's share of operating profit
in equity-accounted investees, before amortisation of intangible
assets arising on consolidation and any exceptional or
non-recurring items. Due to the structure of our contractual
relationships, with approximately 70% of revenue in our UK
logistics operations being on open book terms, EBIT is the key
metric rather than EBIT margin or revenue. A reconciliation of EBIT
by business area to Group operating profit and Group PBT is
included in note 4.
Profit before tax and amortisation is defined as the Profit
before tax, before amortisation of intangible assets arising on
consolidation and any exceptional or non-recurring items.
GROUP RESULTS
The Group has enjoyed a successful first half of the year with
strong revenue and profit growth in line with the Board's
expectations.
The Group's strategic positioning in e-fulfilment and returns
management services delivered continued strong organic growth in
this sector.
Compared to the six months ended 31 October 2016, results for
the six months ended 31 October 2017 benefited from:
- the full six months' run rate impact of new contract
wins commenced in the six months ended 31 October
2016 including Halfords, Thread 35, Kidly, Links
of London, Vype for BAT and activities at the John
Lewis ancillary facility in Northampton;
- the full six months' benefit of new contract wins
commenced in the six months ended 30 April 2017
including Secret Sales, Pretty Green, SilkFred and
Inditex in the UK, Smiffy's in Germany and Westwing
in Poland;
- a part-period benefit from new contract wins commenced
in the six months ended 31 October 2017 including
M&S returns, River Island, Edinburgh Woollen Mills
and Crosswater in the United Kingdom, ASOS returns
in Poland, and with Urban Outfitters and Supergroup
in the Clicklink joint venture;
- organic growth from ASOS returns, ASDA ecom, Wilkinsons,
Zara and Browns in the UK; and s.Oliver in Germany;
and
- a part-period contribution from the trading of the
Tesam and RepairTech acquisitions completed in the
period;
and were adversely impacted by:
- the end of the Hobbycraft and Ted Baker contracts
in the prior year, a reduction in tobacco-related
packing activities and incremental share-based payment
charges and related NI accruals.
The combination of these factors resulted in EBIT from
e-fulfilment and returns management activities increasing by 25.7%
to GBP5.3 million (2016: GBP4.2 million), with EBIT from non
e-fulfilment activities increasing by 6.3% to GBP6.3 million (2016:
GBP5.9 million). This was further complemented by continuing strong
performance in the commercial vehicles division driven by new
vehicle sales, resulting in an EBIT increase of 13.5% to GBP1.4
million (2016: GBP1.3 million).
Whilst Clipper continues to invest in quality people and
infrastructure, central logistics and head office overhead costs
have been tightly managed, despite increased share based payment
charges. As a result, central logistics costs decreased slightly by
GBP0.1 million to GBP2.5 million (2016: GBP2.6 million) and head
office costs increased by GBP0.1 million to GBP1.3 million (2016:
GBP1.2 million).
In line with Clipper's dividend policy and reflecting the
Group's strong cash flow and earnings growth, the Board is pleased
to announce an interim dividend of 2.8 pence per share, which will
be paid on 5 January 2018 to shareholders on the register at 15
December 2017. This represents an increase of 16.7% (0.4 pence per
share) compared to the interim dividend of 2.4 pence paid in
December 2016.
STRATEGY
The Group's strategy is set around four key principles all of
which have seen positive developments over the period under
review:
-- To build on Clipper's market leading customer proposition
to expand the customer base;
-- Develop new, complementary products and services;
-- Continue European expansion; and
-- Explore acquisition opportunities.
The Group continues to provide market-leading, value-added
logistics solutions to the retail sector in the UK as demonstrated
through further new contract wins with blue-chip clients. Examples
of these include those with Edinburgh Woollen Mills, M&S and
River Island. The Group is well-positioned in the high-growth
e-commerce market and as a result has seen significant volume
increases with the majority of its customers.
The Group continues to innovate in order to identify and address
the logistical challenges of retailers through the development of
new, complementary products and services. We continue to develop
cutting-edge Warehouse Management System capabilities for our
customers. Indeed, through collaboration with a world-leading WMS
provider we have developed a system which gives our existing and
potential customers the benefit of a class-leading WMS platform
which would otherwise be prohibitively expensive to them.
The Group also continues to seek potential acquisitions
providing complementary activities. We have acquired two such
businesses in the period under review, and we will continue to
monitor the market for potential targets and partners, both in the
UK and throughout Europe, which will deliver enhanced earnings and
increased shareholder value.
Our European activities continue to evolve apace. Our recent
ASOS returns contract win in Poland demonstrates our ability to
leverage long-standing UK customer relationships across Europe. We
expect to see further developments both in Germany and further
afield over the coming months and years, through a combination of
organic growth with existing customers, organic growth with new
customers and acquisitive growth.
OUTLOOK
Trading continues to perform well in the second half of the year
and there is a strong business development pipeline, some of which
is at an advanced stage of discussion. Our peak trading period has
seen significant year-on-year increases in activity in all sectors,
enhanced by the impact of new contract wins coming on-line.
Further, the seasonal nature of the Clicklink joint venture means
that significant profits are generated in the November and December
peak months, with losses typically resulting outside of the peak
trading months, such that Clicklink profitability is skewed into
the second half of Clipper's financial year.
Once again, we are pleased to report a successful Black Friday
to Cyber Monday trading period. We expect to see continuing high
activity levels in the period through to Christmas and the Boxing
Day sales, particularly in e-fulfilment and returns management
services, and our recent acquisitions continue to perform at, or
above, our expectations. Indeed, we are currently exploring a
number of opportunities to further enhance the value from these
acquisitions.
We have experienced some pressures on the availability of
seasonal labour in part due to Brexit uncertainties. We have
largely managed to mitigate these challenges during the peak
trading period through certain innovative recruitment strategies
and through diversifying our agency supply base. Moreover, we would
not anticipate that market labour shortages would significantly
impact our profitability; the high proportion of open-book
contracts (approximately 70% of our UK logistics operations, in
revenue terms) within our UK logistics operations ensures that
current and potential future cost increases are "passed through" to
customers, whether those cost increases are driven by the continued
contraction of labour availability or as a result of the ongoing
inflationary effects of the National Living Wage, the UK
Apprenticeship Levy or auto-enrolment pension legislation. Further,
for those contracts which are not open-book, Clipper has contract
mechanisms in place which allow for increased rates to be
negotiated.
The commercial vehicles business has achieved growth in excess
of expectations in the first half of the year and we expect the
business to continue to perform well.
The Board reasserts its belief that the UK's decision to leave
the European Union will have little impact on the Group's trading
for the foreseeable future. The nature of contractual relationships
in the UK logistics sector provides a very high degree of
protection against both cost inflation and volume downsides.
Similarly, the Board expects that there will be little or no impact
within the commercial vehicles sector. It remains to be seen
whether the Government's desire to restrict immigration will have a
longer term impact on labour availability, but the Group's
contractual structures mean that it is well-placed to be able to
compete for labour were that necessary in the future.
BUSINESS REVIEW
Operational review
E-fulfilment and returns management services
E-fulfilment operations include the receipt, warehousing, stock
management, picking, packing and despatch of products on behalf of
customers to support their online trading activities, as well as a
range of ancillary support services. At no time does Clipper take
ownership of customers' products.
We continue to manage the return of products on behalf of
retailers, particularly those sold online, through our Boomerang
brand.
Revenues for e-fulfilment and returns management services have
increased 29.2% to GBP76.1 million in the six months ended 31
October 2017 (2016: GBP58.9 million). EBIT is 25.7% ahead of the
equivalent period in the prior year at GBP5.3 million (2016: GBP4.2
million).
We have seen continued migration towards online and omni-channel
retailing in the UK retail sector. And, despite the widely-reported
pressures currently facing UK retailers, as a result of the
continued migration, Clipper has seen significant growth in
activity levels with many of its existing customers in the first
half of the year, including ASOS returns, Antler, Asda, Wilkinsons,
Zara and Browns in the UK, and s.Oliver in Germany. The
recently-commenced contract wins with BAT (for Vype), Thread 35,
Kidly, Secret Sales, SilkFred, Inditex, Smiffy's, Westwing and the
e-commerce activities performed at our ancillary distribution
centre for John Lewis have contributed a full six months of run
rate to the period ended 31 October 2017.
Whilst the M&S returns operation and River Island in the UK;
ASOS returns in Poland; and Urban Outfitters and Supergroup in the
Clicklink joint venture have generated contribution to the Group
results in the six months ended 31 October 2017, these operations
will not reach full run rate until the following financial
year.
The acquisition of RepairTech Limited, completed in the current
period, has also contributed some growth to the period.
Due to the structure of our contractual relationships, with
approximately 70% of revenue in our UK logistics operations being
on open book terms, EBIT is the key metric rather than EBIT margin.
In the period under review, the seasonality and start-up phase of
our Click and Collect operations have distorted reported margin
percentages.
Non e-fulfilment logistics
Non e-fulfilment operations include receipt, warehousing, stock
management, picking and distribution of products on behalf of
customers. Clipper does not take ownership of customers' products
at any time.
Within this sector, Clipper handles high value products,
including tobacco, electrical products and high value clothing,
whilst also undertaking traditional retail support services
including processing, storage and distribution of products,
particularly fashion, to high street retailers.
Revenues were 7.2% ahead of the same period of the prior year at
GBP65.7 million (2016: GBP61.3 million), and EBIT was 6.3% higher
at GBP6.3 million (2016: GBP5.9 million).
Pretty Green, Halfords, Links of London and the non-e-commerce
aspects of the operations at Clipper's ancillary distribution
centre for John Lewis all contribute a full six months of trading
to the period ended 31 October 2017, having not been at full
run-rate in the equivalent period of the prior year.
New non-e-commerce contracts which commenced in the six months
ended 31 October were Edinburgh Woollen Mills and Crosswater, both
contributing favourably to the year-on-year growth.
The acquisition of Tesam Distribution Limited, completed in the
current period, has also contributed some growth to the period.
Organically too, we have seen growth with a number of customers,
including Morrisons, Bench, Philip Morris, M&S (non-e-com
operations), Browns and Haddad, whilst contract packing in the
tobacco sector has reduced.
The end of the Hobbycraft and Ted Baker contracts in the prior
year has adversely affected performance in this period.
As with e-fulfilment and returns management services, due to the
nature of contracts EBIT is the key performance metric for this
business activity.
Central logistics overheads
Central logistics overheads represent the costs of support
services specific to the logistics operations, but which cannot be
allocated in a meaningful way to the sub-segment activities.
Such costs include directorate, advertising and promotion,
accounting and IT, and the costs of the solutions development
team.
Central logistics overheads of GBP2.5 million decreased by 2.6%
compared to the prior year (2016: GBP2.6 million), with savings in
sales & marketing expenditure, human resources expenditure and
central services expenditure, more than offsetting increased share
based payment charges.
Commercial vehicles
The commercial vehicles business, Northern Commercials, operates
Iveco and Fiat commercial vehicle dealerships from six locations,
together with three sub-dealerships. The business sells new and
used vehicles, provides servicing and repair facilities, and sells
parts. Vehicles sold and serviced range from small light commercial
vans, through to articulated tractor units.
We generated revenue of GBP58.8 million for the six months ended
31 October 2017, 28.9% ahead of the same period of last year (2016:
GBP45.6 million). EBIT grew by 13.5% to GBP1.4 million in the same
period (2016: GBP1.3 million). The significant revenue growth did
not result in an equivalent growth in EBIT since much of the growth
was attributable to new vehicles sales which are typically low
margin. In addition, Commercial Vehicles Administration and other
expenses increased by GBP1.0 million in the six month period
year-on-year.
Financial Review
Revenue
Group revenue increased by 21.1% to GBP199.7 million (2016:
GBP164.9 million).
Revenue derived from value-added logistics services increased by
18.0% to GBP141.8 million (2016: GBP120.2 million), with growth in
e-fulfilment and returns management services of 29.2% and in non
e-fulfilment services of 7.2%.
Revenue from sales and repairs of commercial vehicles increased
by 28.9% to GBP58.8 million (2016: GBP45.6 million). The increase
was driven primarily by new vehicle sales.
Revenue (unaudited) Six months
to 31 October
2017 2016 Change
----------------------------- ---------- ----------- -------
E-fulfilment & returns GBP76.1 GBP58.9
management services m m +29.2%
GBP65.7 GBP61.3
Non e-fulfilment logistics m m +7.2%
----------------------------- ---------- ----------- -------
GBP141.8 GBP120.2
Total value-added logistics m m +18.0%
GBP58.8 GBP45.6
Commercial vehicles m m +28.9%
Intra-Group (0.9)m GBP(0.9)m
----------------------------- ---------- ----------- -------
GBP199.7 GBP164.9
Consolidated total m m +21.1%
----------------------------- ---------- ----------- -------
EBIT
Group EBIT increased by 19.4% to GBP9.2 million (2016: GBP7.7
million).
EBIT growth was achieved in all segments and business
activities, with growth of 25.7% in e-fulfilment and returns
management services. In addition, the Group achieved EBIT growth of
6.3% in non e-fulfilment logistics and 13.5% in commercial
vehicles. Central logistics costs decreased by GBP0.1 million
whilst head office costs increased by GBP0.1 million.
Group EBIT (unaudited) Six months
to 31 October
2017 2016 Change
----------------------------- ----------- ----------- -------
E-fulfilment & returns GBP5.3 GBP4.3
management services m m +25.7%
GBP6.3 GBP5.9
Non e-fulfilment logistics m m +6.3%
Central logistics costs GBP(2.5)m GBP(2.6)m
----------------------------- ----------- ----------- -------
GBP9.1 GBP7.6
Total value-added logistics m m +18.9%
GBP1.4 GBP1.3
Commercial vehicles m m +13.5%
Head office costs GBP(1.3)m GBP(1.2)m
----------------------------- ----------- ----------- -------
GBP9.2 GBP7.7
Consolidated total m m +19.4%
----------------------------- ----------- ----------- -------
Net finance costs
Net finance costs were GBP0.9 million (2016: GBP0.8 million).
These costs have increased by 22.0% due to the costs of the two
strategic acquisitions, together with significant capital
expenditure on a number of new customers and projects, much of
which will be recovered from open book customers through
depreciation charges in future periods.
Taxation
The tax charge on profit before tax was GBP1.7 million (2016:
GBP1.5 million). The effective tax rate in the period of 21.0%
(2016: 22.0%) has decreased due to a 1 percentage point reduction
in the main UK headline corporation tax rate year-on-year.
Earnings Per Share (EPS)
EPS was 6.3p in the period (2016: 5.3p) an increase of 18.9% due
to the strong trading performance in all segments and business
areas.
Dividend
An interim dividend for the current year of 2.8 pence per share
was approved by the board on 4 December 2017. The dividend will be
payable on 5 January 2018 to shareholders on the register at the
close of business on 15 December 2017.
Cashflow
Cash generated from operations in the period was GBP12.6 million
(2016: GBP12.3 million), an increase of 1.8%. Net cash used in
working capital during the period was GBP1.2 million (2016: net
cash generation of GBP2.5 million); strong earnings growth was
offset by an adverse movement in working capital, driven by a late
payment by a single customer. We define net cash used in /
generated from working capital as the cash flows generated from
changes in: trade and other receivables of GBP(21.2) million (2016:
GBP(17.3) million), inventories of GBP(0.1) million (2016:
GBP(10.4) million) and trade and other payables of GBP20.1 million
(2016: GBP30.2 million), per the cash flow statement.
Tax cash outflows increased by GBP0.5 million to GBP2.0 million
(2016: GBP1.5 million), largely as a result of the growth in
profitability in the year ended 30 April 2017 compared to the year
ended 30 April 2016.
Capital expenditure in the period on property, plant and
equipment was GBP6.2 million (2016: GBP15.6 million), compared to a
depreciation and impairment charge of GBP3.3 million (2016: GBP2.0
million). Whilst still a significant investment, this decrease in
capital expenditure is predominantly due to the start-up capital
investment required on two contracts in the prior year. GBP2.6
million (2016: GBP7.2 million) of the capital expenditure was
financed on hire purchase or finance lease agreements and GBPnil
(2016: GBP1.6 million) was financed by specific bank loans.
Group cash flow in the six months ended 31 October 2016
benefited from the sale of fixed assets to Clicklink, contributing
significantly to the overall GBP1.3 million proceeds on sale of
fixed assets in that period. There were no significant sales of
fixed assets in the six months ended 31 October 2017. Conversely,
the joint venture entity required GBP2.3 million of cash investment
from Clipper in the six months ended 31 October 2016 across share
capital and loans. There was no such funding requirement in the six
months ended 31 October 2017.
There were net cash outflows totalling GBP11.8 million in the
six months ended 31 October 2017 as a result of the two
acquisitions. There were no acquisitions in the six months ended 31
October 2016.
Net debt (see note 12) at 31 October 2017 was GBP38.8 million
(2016: GBP30.2 million). The increase in net debt compared to the
prior year and since 30 April 2017 (GBP25.0 million) is primarily
due to the GBP11.8 million spent on the two new acquisitions,
explained above. The Group agreed with its principal bankers to
increase its available credit facilities during the period.
Consequently, at 31 October 2017, there are further undrawn bank
facilities of GBP23.5 million committed and available. See note 12
for further details.
RISK MANAGEMENT
There are a number of risks and uncertainties facing the
business in the second half of the financial year. A risk
management process is used by the Group to identify, monitor and
manage such risks. The principal risks and uncertainties facing the
business are unchanged from those identified in the 2017 Annual
Report. Those risks are outlined below:
-- Reputational impact of any failed project implementations;
-- Failure to develop and retain key people;
-- A loss of focus on operational delivery;
-- A failure to manage health and safety risks;
-- Availability of agency labour;
-- A worsening of a customer relationship may lead
to non-renewal of contracts;
-- A natural or other disaster on any major site;
-- Failure of IT systems or infrastructure;
-- Legal and regulatory risks, such as those introduced
by the National Living Wage and the Apprenticeship
Levy;
-- Liquidity risk;
-- Credit risk; and
-- Fraud risk.
The Group has in place mitigation strategies to deal with all of
these risks. Further details can be found on pages 20 to 23 in the
2017 Annual Report.
CONDENSED FINANCIAL STATEMENTS FOR THE 6 MONTHS TO 31 OCTOBER
2017
Interim Group Income Statement (unaudited)
Year Note 6 months 6 months
ended ended ended
30 April 31 October 31 October
2017 2017 2016
GBP'000 GBP'000 GBP'000
---------- ---------------------------------------- ----- ------------ ------------
340,127 Revenue 3 199,685 164,922
(241,097) Cost of Sales (142,027) (117,238)
---------- ---------------------------------------- ----- ------------ ------------
99,030 Gross profit 57,658 47,684
405 Other net gains 78 66
(81,964) Administration and other expenses (48,280) (40,127)
---------- ---------------------------------------- ----- ------------ ------------
Operating profit before share
of equity-accounted investees,
17,471 net of tax 9,456 7,623
Share of equity-accounted investees,
217 net of tax (598) -
---------- ---------------------------------------- ----- ------------ ------------
17,688 Operating profit 8,858 7,623
---------- ---------------------------------------- ----- ------------ ------------
17,928 EBIT 9,210 7,711
Less: amortisation of other
(177) intangible assets (478) (88)
share of tax and finance costs
(63) of equity-accounted investees 126 -
17,688 Operating profit 8,858 7,623
---------- ---------------------------------------- ----- ------------ ------------
(1,657) Finance costs 5 (951) (765)
21 Finance income 6 20 2
---------- ---------------------------------------- ----- ------------ ------------
16,052 Profit before income tax 7,927 6,860
(3,586) Income tax expense 7 (1,663) (1,511)
12,466 Profit for the financial period 6,264 5,349
---------- ---------------------------------------- ----- ------------ ------------
12.5p Basic earnings per share 8 6.3p 5.3p
12.3p Diluted earnings per share 8 6.1p 5.3p
---------- ---------------------------------------- ----- ------------ ------------
Interim Group Statement of Comprehensive Income (unaudited)
Year Note 6 months 6 months
ended ended ended
30 April 31 October 31 October
2017 2017 2016
GBP'000 GBP'000 GBP'000
---------- -------------------------------------- ----- ------------ ------------
12,466 Profit for the financial period 6,264 5,349
Other comprehensive income
(expense) for the period, net
of tax:
To be classified to the income
statement in subsequent periods:
Exchange differences on retranslation
(57) of foreign operations (100) (121)
---------- -------------------------------------- ----- ------------ ------------
Total comprehensive income
for the period attributable
to equity holders of the parent
12,409 company 6,164 5,228
---------- -------------------------------------- ----- ------------ ------------
Interim Group Statement of Financial Position (unaudited)
30 April Note 31 October 31 October
2017 2017 2016
GBP'000 GBP'000 GBP'000
---------- ---------------------------------- ----- ----------- -----------
ASSETS
Non-current assets
---------- ---------------------------------- ----- ----------- -----------
23,252 Goodwill 15 26,958 23,252
1,498 Other intangible assets 9,833 1,499
---------- ---------------------------------- ----- ----------- -----------
24,750 Intangible assets 36,791 24,751
38,899 Property, plant and equipment 10 46,703 38,346
2,167 Investments 1,569 1,950
1,450 Non-current financial assets 1,450 -
353 Deferred tax assets - 50
---------- ---------------------------------- ----- ----------- -----------
67,619 Total non-current assets 86,513 65,097
---------- ---------------------------------- ----- ----------- -----------
Current assets
29,972 Inventories 30,858 37,254
47,728 Trade and other receivables 70,837 57,508
862 Cash and cash equivalents 11 926 1,470
---------- ---------------------------------- ----- ----------- -----------
78,562 Total current assets 102,621 96,232
---------- ---------------------------------- ----- ----------- -----------
146,181 TOTAL ASSETS 189,134 161,329
---------- ---------------------------------- ----- ----------- -----------
EQUITY AND LIABILITIES
Current Liabilities
85,068 Trade and other payables 110,612 102,378
7,389 Financial liabilities: Borrowings 12 7,813 6,734
127 Short term provisions 281 119
2,187 Current income tax liabilities 1,913 1,793
---------- ---------------------------------- ----- ----------- -----------
94,771 Total current liabilities 120,619 111,024
---------- ---------------------------------- ----- ----------- -----------
Non-current liabilities
19,973 Borrowings 12 33,319 24,914
1,367 Long term provisions 1,417 819
- Deferred tax liabilities 1,244 -
---------- ---------------------------------- ----- ----------- -----------
21,340 Total non-current liabilities 35,980 25,733
---------- ---------------------------------- ----- ----------- -----------
116,111 TOTAL LIABILITIES 156,599 136,757
---------- ---------------------------------- ----- ----------- -----------
Equity shareholders' funds
50 Share capital 50 50
80 Share premium 348 68
(33) Currency translation reserve (133) (97)
84 Other reserve 84 84
6,006 Merger reserve 6,006 6,006
2,038 Share based payment reserve 2,882 1,338
21,845 Retained earnings 23,298 17,123
---------- ---------------------------------- ----- ----------- -----------
30,070 TOTAL EQUITY 32,535 24,572
---------- ---------------------------------- ----- ----------- -----------
146,181 TOTAL EQUITY AND LIABILITIES 189,134 161,329
---------- ---------------------------------- ----- ----------- -----------
Interim Group Statement of Changes in Equity (unaudited)
Share
Currency based
Share Share Other translation Merger payment Retained Total
capital premium reserve reserve reserve reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------------- --------- --------- --------- ------------- --------- --------- ---------- --------
Balance at
1 May 2016 50 56 84 24 6,006 783 15,774 22,777
Profit for
the period - - - - - - 5,349 5,349
Other comprehensive
income - - - (121) - - - (121)
Equity settled
transactions - - - - - 555 - 555
Share issue - 12 - - - - - 12
Dividends - - - - - - (4,000) (4,000)
--------------------- --------- --------- --------- ------------- --------- --------- ---------- --------
Balance at
31 October
2016 50 68 84 (97) 6,006 1,338 17,123 24,572
--------------------- --------- --------- --------- ------------- --------- --------- ---------- --------
Profit for
the period - - - - - - 7,117 7,117
Other comprehensive
income - - - 64 - - - 64
Equity settled
transactions - - - - - 700 5 705
Share issue - 12 - - - - - 12
Dividends - - - - - - (2,400) (2,400)
--------------------- --------- --------- --------- ------------- --------- --------- ---------- --------
Balance at
30 April 2017 50 80 84 (33) 6,006 2,038 21,845 30,070
--------------------- --------- --------- --------- ------------- --------- --------- ---------- --------
Profit for
the period - - - - - - 6,264 6,264
Other comprehensive
income - - - (100) - - - (100)
Equity settled
transactions - - - - - 844 2 846
Share issue - 268 - - - - - 268
Dividends - - - - - - (4,813) (4,813)
--------------------- --------- --------- --------- ------------- --------- --------- ---------- --------
Balance at
31 October
2017 50 348 84 (133) 6,006 2,882 23,298 32,535
--------------------- --------- --------- --------- ------------- --------- --------- ---------- --------
Interim Group Statement of Cash Flows (unaudited)
Year Note 6 months 6 months
ended ended ended
30 April 31 October 31 October
2017 2017 2016
GBP'000 GBP'000 GBP'000
---------- --------------------------------------- ----- ------------ ------------
Profit before tax from operating
16,052 activities 7,927 6,860
Adjustments to reconcile profit
before tax to net cash flows:
Depreciation and impairment
4,725 of property, plant and equipment 3,264 1,977
Amortisation and impairment
548 of intangible assets 655 293
Gain on disposal of property,
(260) plant and equipment (38) (18)
Share of equity-accounted investees,
(217) net of tax 598 -
557 Consideration received - -
(238) Exchange differences (190) (447)
5,
1,636 Net finance costs 6 931 763
Movement in fair value of derivative
(10) financial instruments - (10)
832 Share based payments charge 14 596 421
Working capital adjustments
(Increase) / decrease in trade
(7,895) and other receivables (21,174) (17,307)
(3,049) (Increase) / decrease in inventories (88) (10,380)
Increase / (decrease) in trade
12,989 and other payables 20,079 30,181
---------- --------------------------------------- ----- ------------ ------------
25,670 Cash generated from operations 12,560 12,333
3 Interest received 2 2
(1,606) Interest paid (856) (644)
(3,234) Income tax paid (2,005) (1,541)
---------- --------------------------------------- ----- ------------ ------------
Net cash flows from operating
20,833 activities 9,701 10,150
---------- --------------------------------------- ----- ------------ ------------
Investing activities
Purchase of property, plant
(4,028) and equipment 10 (3,575) (6,782)
Proceeds from sale of property,
2,112 plant and equipment 86 1,319
(551) Purchase of intangible assets (134) (305)
Proceeds from sale of intangible
167 assets - 166
(1,950) Investment in joint venture - (1,950)
- Loan advance to joint venture - - (385)
Acquisition of subsidiary undertakings
- net of cash acquired 15 (11,773) -
---------- --------------------------------------- ----- ------------ ------------
Net cash flows from investing
(4,250) activities (15,396) (7,937)
---------- --------------------------------------- ----- ------------ ------------
Financing activities
- New bank loans 17 -
- Debt issue costs paid (90) -
Net drawdown of revolving credit
- facility 14,500 5,000
4,879 Finance leases advanced - 2,107
24 Shares issued 268 12
(6,400) Dividends paid 9 (4,813) (4,000)
Non-current financial assets
(1,450) advanced - -
(5,995) Repayment of bank loans (398) (109)
Repayment of capital on finance
(5,677) leases (3,725) (2,718)
---------- --------------------------------------- ----- ------------ ------------
Net cash flows from financing
(14,619) activities 5,759 292
---------- --------------------------------------- ----- ------------ ------------
Net increase (decrease) in
1,964 cash and cash equivalents 64 2,505
---------- --------------------------------------- ----- ------------ ------------
Cash and cash equivalents at
(1,102) start of period 862 (1,102)
---------- --------------------------------------- ----- ------------ ------------
Cash and cash equivalents at
862 end of period 926 1,403
---------- --------------------------------------- ----- ------------ ------------
Notes to the Interim Financial Statements
1. Accounting policies
Basis of preparation
Clipper Logistics plc ('the Company') is a public limited
company incorporated and domiciled in the United Kingdom. The
condensed interim financial statements have been prepared in
accordance with the Disclosure and Transparency rules of the
Financial Conduct Authority ("FCA") and where applicable IAS 34
"Interim Financial Reporting (as adopted by the EU)".
As required by the Disclosure and Transparency rules of the FCA,
the condensed interim financial statements have been prepared
applying the accounting policies and presentation that were applied
in the preparation of the Company's published consolidated
financial statements for the year ended 30 April 2017. These
statements do not include all the information required for full
annual financial statements and should be read in conjunction with
the full annual report for the year ended 30 April 2017. The
financial information for the half year ended 31 October 2017 and
for the equivalent period in 2016 has not been audited or
reviewed.
The information for the year ended 30 April 2017 does not
constitute statutory accounts as defined in section 435 of the
Companies Act 2006. A copy of the statutory accounts for that year
has been delivered to the Registrar of Companies. The auditors
reported on those accounts: their report was unqualified, did not
draw attention to any matters by way of emphasis and did not
contain a statement under section 498 (2) or (3) of the Companies
Act 2006.
The financial statements are prepared on the going concern
basis.
Going concern
The Group's business activities, together with the factors
likely to affect its future development, performance and position
are set out in the Business Review. The financial position of the
Group, its cash flows, liquidity position and borrowing facilities
are described above. The Group has considerable financial resources
together with strong trading relationships with its key customers
and suppliers. As a consequence, the Directors believe that the
Group is well placed to manage its business risk successfully.
After making enquiries, the Directors have a reasonable
expectation that the Group has adequate resources to continue in
operational existence for the foreseeable future. For this reason,
they continue to adopt the going concern basis in preparing the
condensed consolidated interim financial statements.
New standards and interpretations
The following accounting standards and interpretations became
effective, and were adopted by the Group, for the current reporting
period:
International Accounting Standards Effective Date
(IAS / IFRSs)
Annual Improvements to IFRSs - 2014-2016 1 January 2017
Cycle
The application of these standards has not had a material effect
on the net assets, results and disclosures of the Group.
The Group has not early adopted any other standard,
interpretation or amendment that has been issued but is not yet
effective.
2. Financial risks, estimates, assumptions and judgements
The preparation of the condensed interim financial information
requires management to make judgements, estimates and assumptions
that affect the application of policies and reported amounts of
assets and liabilities, income and expenses. The estimates and
associated assumptions are based on historical experience and other
factors that are believed to be reasonable under the circumstances,
the results of which form the basis of making the judgements about
carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these
estimates.
In preparing these condensed interim financial statements, the
significant judgements made by management in applying the Group's
accounting policies and the key sources of estimation uncertainty
were the same as those that applied to the consolidated financial
statements for the year ended 30 April 2017.
3. Revenue
Revenue recognised in the income statement is analysed as
follows:
Year 6 months 6 months
ended ended ended
30 April 31 October 31 October
2017 2017 2016
GBP'000 GBP'000 GBP'000
---------- ---------------------------------- ------------ ------------
E-fulfilment & returns management
129,854 services 76,146 58,924
121,930 Non e-fulfilment logistics 65,691 61,301
---------- ---------------------------------- ------------ ------------
251,784 Value-added logistics services 141,837 120,225
91,515 Commercial vehicles 58,795 45,627
(3,172) Inter-segment sales (947) (930)
---------- ---------------------------------- ------------ ------------
340,127 Revenue from external customers 199,685 164,922
---------- ---------------------------------- ------------ ------------
4. Segment information
For management purposes, the Group is organised into two main
reportable segments:
-- Value-added logistics services
-- Commercial vehicles, including sales, servicing
and repairs
Within value-added logistics, the Chief Operating Decision Maker
also reviews performance of three separate business activities:
-- E-fulfilment & returns management services
-- Non e-fulfilment logistics
-- Central logistics overheads, being the costs of
support services specific to the Value-added logistics
segment, but which are impractical to allocate between
the sub-segment activities
Inter-segment transactions are entered into under normal
commercial terms and conditions and on an arm's length basis that
would also be available to unrelated third parties.
The following table presents profit information for continuing
operations regarding the Group's business segments:
Year 6 months 6 months
ended ended ended
30 April 31 October 31 October
2017 2017 2016
GBP'000 GBP'000 GBP'000
---------- ---------------------------------- ------------ ------------
Operating profit
E-fulfilment & returns management
10,232 services 5,328 4,316
12,431 Non e-fulfilment logistics 6,263 5,901
(4,832) Central logistics (2,526) (2,594)
---------- ---------------------------------- ------------ ------------
17,831 Value-added logistics services 9,065 7,623
2,342 Commercial vehicles 1,441 1,270
(2,245) Head office costs (1,296) (1,182)
---------- ---------------------------------- ------------ ------------
17,928 Group EBIT 9,210 7,711
Amortisation of other intangible
(177) assets (478) (88)
Share of tax and finance costs
(63) of equity-accounted investees 126 -
---------- ---------------------------------- ------------ ------------
17,688 Operating profit 8,858 7,623
(1,657) Finance costs (951) (765)
21 Finance income 20 2
---------- ---------------------------------- ------------ ------------
16,052 Profit before income tax 7,927 6,860
---------- ---------------------------------- ------------ ------------
5. Finance costs
Year 6 months 6 months
ended ended ended
30 April 31 October 31 October
2017 2017 2016
GBP'000 GBP'000 GBP'000
---------- ------------------------------------- ------------ ------------
438 On bank loans and overdrafts 215 209
766 On hire purchase agreements 471 321
97 Amortisation of debt issue costs 50 49
299 Commercial vehicle stocking interest 180 153
57 Other interest payable 35 33
Total interest expense for financial
liabilities measured at amortised
1,657 cost 951 765
---------- ------------------------------------- ------------ ------------
6. Finance income
Year 6 months 6 months
ended ended ended
30 April 31 October 31 October
2017 2017 2016
GBP'000 GBP'000 GBP'000
---------- ------------------------------------ ------------ ------------
- Bank interest 2 -
3 Other interest - 2
Amounts receivable from related
18 parties 18 -
---------- ------------------------------------ ------------ ------------
Total interest income for financial
21 assets measured at amortised cost 20 2
---------- ------------------------------------ ------------ ------------
7. Taxation
Tax has been provided on the profit before taxation, at the
estimated effective rate for the full year of 21.0% (Year ended 30
April 2017: 22.3%).
8. Earnings per share
Basic earnings per share amounts are calculated by dividing
profit for the year attributable to ordinary equity holders of the
Company by the weighted average number of ordinary shares
outstanding during the year. Diluted earnings per share amounts are
calculated by dividing the profit attributable to ordinary equity
holders of the Company by the weighted average number of shares
outstanding during the year plus the weighted average number of
ordinary shares that would be issued on conversion of all the
potentially dilutive instruments into ordinary shares.
The following reflects the income and share data used in the
basic earnings per share computation:
Year 6 months 6 months
ended ended ended
30 April 31 October 31 October
2017 2017 2016
GBP'000 GBP'000 GBP'000
---------- -------------------------------------- ------------ ------------
Profit attributable to ordinary
12,466 equity holders of the parent company 6,264 5,349
Thousands Thousands Thousands
Basic weighted average number
100,011 of shares 100,216 100,007
---------- -------------------------------------- ------------ ------------
12.5p Basic earnings per share 6.3p 5.3p
---------- -------------------------------------- ------------ ------------
Diluted weighted average number
101,710 of shares 102,072 100,869
---------- -------------------------------------- ------------ ------------
12.3p Diluted earnings per share 6.1p 5.3p
---------- -------------------------------------- ------------ ------------
9. Dividends
Year 6 months 6 months
ended ended ended
30 April 31 October 31 October
2017 2017 2016
GBP'000 GBP'000 GBP'000
---------- ---------------------------------- ------------ ------------
Final dividend for the year ended
4,000 30 April 2016 of 4.0p per share - 4,000
Interim dividend for the year
ended 30 April 2017 of 2.4p per
2,400 share - -
Final dividend for the year ended
- 30 April 2017 of 4.8p per share 4,813 -
6,400 Total dividends paid 4,813 4,000
---------- ---------------------------------- ------------ ------------
An interim dividend for the current year of GBP2,808,000 at 2.8p
per share was approved by the board on 4 December 2017. The
dividend will be payable on 5 January 2017 to shareholders on the
register at the close of business on 15 December 2017.
10. Property, plant and equipment
During the six months ended 31 October 2017, the Group acquired
assets with a cost of GBP6,150,000 (six months ended 31 October
2016: GBP15,643,000). Of the assets acquired, GBP2,575,000 (2016:
GBP7,244,000) was funded by hire purchase or finance lease
arrangements in the period and GBPnil (2016: GBP1,617,000) was
funded by bank loans secured on the specific assets. Included in
the additions during the period are assets in the course of
construction amounting to GBP1,833,000 (2016: GBP9,309,000), the
majority of which will be funded by finance lease arrangements when
complete.
11. Cash and cash equivalents
30 April 31 October 31 October
2017 2017 2016
GBP'000 GBP'000 GBP'000
---------- -------------------------------- ----------- -----------
862 Cash and cash equivalents 926 1,470
- Bank overdraft - (67)
---------- -------------------------------- ----------- -----------
862 Total cash and cash equivalents 926 1,403
---------- -------------------------------- ----------- -----------
12. Financial liabilities - Borrowings
30 April 31 October 31 October
2017 2017 2016
GBP'000 GBP'000 GBP'000
---------- --------------------------------- ----------- -----------
Non current:
1,694 Bank loans 1,304 1,029
- Revolving credit advances 14,500 10,500
Obligations under finance leases
18,643 or hire purchase agreements 17,919 13,797
(364) Unamortised debt issue costs (404) (412)
---------- --------------------------------- ----------- -----------
19,973 33,319 24,914
---------- --------------------------------- ----------- -----------
Current:
- Bank overdrafts - 67
797 Bank loans 809 1,511
Obligations under finance leases
6,592 or hire purchase agreements 7,004 5,156
---------- --------------------------------- ----------- -----------
7,389 7,813 6,734
---------- --------------------------------- ----------- -----------
27,362 Total borrowings 41,132 31,648
862 Less: cash and cash equivalents 926 1,470
1,450 loans to related party 1,450 -
---------- --------------------------------- ----------- -----------
25,050 Net debt 38,756 30,178
---------- --------------------------------- ----------- -----------
The principal lender has security over all assets of the Group's
UK operations.
The Group's obligations under finance leases or hire purchase
agreements are secured by the lender's charge over the relevant
assets.
The maturity analysis of the bank loans and revolving credit
advances is as follows:
30 April 31 October 31 October
2017 2017 2016
GBP'000 GBP'000 GBP'000
---------- ----------------------------- ----------- -----------
797 In one year or less 809 1,511
1,694 Between one and five years 15,804 11,529
- After five years - -
(364) Unamortised debt issue costs (404) (412)
---------- ----------------------------- ----------- -----------
2,127 16,209 12,628
---------- ----------------------------- ----------- -----------
The Group's bank facilities were increased in October 2017. The
Group has access to a committed overdraft of GBP8,000,000 and a
non-amortising revolving credit facility of GBP30,000,000 repayable
in January 2021. At 31 October 2017 GBP14,500,000 (2016:
GBP10,500,000) of the revolving credit facility was drawn.
13. Financial instruments
Derivative financial instruments
As part of the novation of bank facilities previously held by
the Group's former parent, the Company took on an interest rate
swap, the principal of which amortised quarterly to October 2016.
The financial liability was categorised as being at fair value
through profit or loss.
Fair value of financial instruments
The book value of trade and other receivables, trade and other
payables, cash and cash equivalents, derivative financial
instruments & current borrowings equates to fair value.
The table below sets out the book value and fair value of the
Group's other financial assets and liabilities:
30 April 31 October 31 October
2017 2017 2016
GBP'000 GBP'000 GBP'000
---------- ------------------------ ----------- -----------
Non-current borrowings:
19,973 Book value 33,319 24,914
19,100 Fair value 32,485 24,280
---------- ------------------------ ----------- -----------
The main methods and assumptions used in estimating the fair
values of financial instruments are as follows:
- Derivatives: interest rate swaps are marked to market
using listed market prices;
- Interest-bearing loans and borrowings: fair value
is calculated based on discounted expected future
principal and interest flows; and
- Trade and other receivables / payables: the notional
amount for trade receivables / payables with a remaining
life of less than one year is deemed to reflect
their fair value.
Long term borrowings are classified as Level 2 (items with
significant observable inputs) financial liabilities under IFRS 13.
Derivative financial instruments consist of interest rate swaps and
are also classified as Level 2. There have been no transfers
between Level 1 and Level 2 financial instruments during the
period.
14. Share based payments
There have been no options granted in the six months ended 31
October 2017. Details of grants in prior periods are set out in the
2017 Annual Report. During the six months ended 31 October 2017 the
Company issued 261,677 ordinary shares for aggregate consideration
of GBP268,000 to satisfy share options. At 31 October 2017 options
over 28,349 ordinary shares (2016: nil) were exercisable.
The charge for share based payments in the six months ended 31
October 2017 is GBP596,000 (2016: GBP421,000).
The increase in deferred tax asset during the period in relation
to share based payments amounted to GBP251,000, which has been
recognised in the share based payment reserve.
15. Business combinations
15.1. Tesam Distribution Limited
On 24 May 2017, the Group acquired 100% of the voting shares of
Tesam Distribution Limited ("Tesam"), in exchange for cash
consideration. Tesam is an unlisted company based in the UK. Tesam
is a provider of a variety of warehousing and distribution services
to the retail sector, which operated from three sites in and around
Peterborough totalling more than 1.1m square feet. The Group
acquired Tesam to enhance its geographical coverage and customer
base.
Purchase consideration:
GBP'000
---------------------------- -------
Cash paid on completion 11,750
Total consideration payable 11,750
---------------------------- -------
Analysis of cash flows on acquisition:
GBP'000
------------------------------------------------ -------
Cash paid 11,750
Net cash acquired with the subsidiary (included
in cash flows from investing activities) (2,177)
Net cash flow on acquisition of Tesam 9,573
------------------------------------------------ -------
Acquisition:
Fair value
recognised
on acquisition
GBP'000
---------------------------------------------- ---------------
Assets:
Property, plant and equipment (at fair value) 4,655
Intangible assets 7,850
Cash and cash equivalents 2,177
Trade receivables (at cost and fair value) 4
Other receivables 122
Liabilities:
Trade payables (557)
Other payables (1,900)
Short term provisions (1,035)
Current tax liability (147)
Deferred tax liability (1,424)
Total identifiable net assets/(liabilities)
at fair value 9,745
---------------------------------------------- ---------------
Goodwill arising on acquisition 2,005
---------------------------------------------- ---------------
Total consideration 11,750
---------------------------------------------- ---------------
The fair values above are considered to be provisional.
The goodwill of GBP2,005,000 comprises the value of expected
synergies arising from the acquisition. Goodwill is allocated
entirely to the value-added logistics services segment.
None of the goodwill recognised is expected to be deductible for
income tax purposes.
Intangible assets recognised consist of customer
relationships.
15.2. RepairTech Limited
On 15 June 2017, the Group acquired 100% of the voting shares of
RepairTech Limited ("RepairTech"), in exchange for cash
consideration. RepairTech is an unlisted company based in the UK.
RepairTech is a specialist provider of consumer electronic repair
services based in Southam, Warwickshire. The Group acquired
RepairTech to enhance its returns management service offering.
Purchase consideration:
GBP'000
------------------------------------------- -------
Cash paid on completion 2,500
Deferred consideration payable in the year
ending 30 April 2019 500
------------------------------------------- -------
Total consideration payable 3,000
------------------------------------------- -------
Analysis of cash flows on acquisition:
GBP'000
------------------------------------------------ -------
Cash paid 2,500
Net cash acquired with the subsidiary (included
in cash flows from investing activities) (300)
Net cash flow on acquisition of RepairTech 2,200
------------------------------------------------ -------
Acquisition:
Fair value
recognised
on acquisition
GBP'000
---------------------------------------------- ---------------
Assets:
Property, plant and equipment (at fair value) 159
Intangible assets 994
Cash and cash equivalents 300
Inventories 34
Trade receivables (at cost and fair value) 488
Other receivables 272
Liabilities:
Trade payables (257)
Other payables (343)
Current tax liability (178)
Deferred tax liability (169)
Total identifiable net assets/(liabilities)
at fair value 1,300
---------------------------------------------- ---------------
Goodwill arising on acquisition 1,700
---------------------------------------------- ---------------
Total consideration 3,000
---------------------------------------------- ---------------
The fair values above are considered to be provisional.
The goodwill of GBP1,700,000 comprises the value of expected
synergies arising from the acquisition. Goodwill is allocated
entirely to the value-added logistics services segment.
None of the goodwill recognised is expected to be deductible for
income tax purposes.
Intangible assets recognised consist of customer relationships
and the acquired order book.
16. Related party disclosures
The company owns 50% of the issued capital and voting rights of
Clicklink Logistics Limited ("Clicklink"), a customer of the Group
and a provider of services to the Group.
The condensed financial statements include the following in
respect of Clicklink:
Year 6 months 6 months
ended ended ended
30 April 31 October 31 October
2017 2017 2016
GBP'000 GBP'000 GBP'000
---------- --------------------------------- ------------ ------------
Income statement:
4,701 Revenue credited 7,579 -
410 Costs charged 646 -
18 Finance income credited 18 -
Statement of financial position:
1,450 Non-current financial assets 1,450 -
282 Trade and other receivables 1,527 385
135 Trade and other payables 182 -
---------- --------------------------------- ------------ ------------
Directors' remuneration and other related party transactions are
in line with the disclosures set out in the 2017 Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT IN RESPECT OF THE CONDENSED
INTERIM FINANCIAL STATEMENTS
The Directors confirm that to the best of our knowledge:
-- This condensed set of financial statements for the
six months ended 31 October 2017 and for the equivalent
period in 2016 has been prepared on the basis of
the accounting policies set out in the 2017 Annual
Report and in accordance with IAS 34 Interim Financial
Reporting as adopted by the European Union.
-- the interim management report includes a fair review
of the information required by:
o paragraph DTR 4.2.7R of the Disclosure Guidance
and Transparency Rules of the Financial Conduct
Authority, being an indication of important events
that have occurred during the first six months
of the current financial year and their impact
on the condensed set of financial statements;
and a description of the principal risks and uncertainties
for the remaining six months of the financial
year; and
o paragraph DTR 4.2.8R of the Disclosure Guidance
and Transparency Rules, being related party transactions
that have taken place in the first six months
of the financial year and that have materially
affected the financial position or performance
of the Group during that period, or any changes
in the related party transactions described in
the last annual report that could do so.
The Directors of Clipper Logistics plc are listed in the 2017
Annual Report.
This report was approved by the Board for release on 7 December
2017 and is available on the Company's website
www.clippergroup.co.uk under "Investor News" then "Results and
Presentations".
By order of the Board
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR LLFEDFALRIID
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December 07, 2017 02:00 ET (07:00 GMT)
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