Gordon Stein, CFO of CleanTech Lithium, explains why CTL acquired the 23 Laguna Verde licenses. Watch the video here.

Less Ads, More Data, More Tools Register for FREE

Pin to quick picksCLG.L Regulatory News (CLG)

  • There is currently no data for CLG

Watchlists are a member only feature

Login to your account

Alerts are a premium feature

Login to your account

Final Results for the year ended 30 April 2020

24 Aug 2020 07:00

RNS Number : 8913W
Clipper Logistics plc
24 August 2020
 

24 August 2020

Clipper Logistics plc

 

Final Results for the year ended 30 April 2020

 

An excellent year leading to record results; strong momentum throughout COVID-19

 

Clipper Logistics plc ("Clipper", the "Group", or the "Company"), a leading provider of value-added logistics solutions, e-fulfilment and returns management services, is pleased to announce its Full Year Results for the year ended 30 April 2020.

Financial highlights for the year ended 30 April 2020

 

·

Group revenue increased by 8.8% from £460.2m to £500.7m.

·

Group EBIT1 up 19.1% to £24.1m (2019: £20.2m).

·

Group profit after tax of £16.2m (2019: £13.4m).

·

Basic earnings per share were 15.9 pence (2019: 13.2 pence), an increase of 20.5%.

·

Cash generated from operations1 of £31.9m (2019: 28.3m).

·

Strength of performance and cash generation leads the Board to recommend a final dividend of 6.2p per share, making a total dividend per share of 9.7p for the full year (2019: 9.7p).

·

Net debt at 30 April 2020 was just over 1xEBITDA, representing very substantial headroom against the net debt covenant of 2.5x.

1. This is an alternative performance measure, the definition of which can be found in the Alternative performance measures section of the Operating and Financial review together with a reconciliation to the statutory measure. This is to aid comparability to the prior year, and applies throughout this announcement.

Operational highlights for the year ended 30 april 2020

 

·

Significant organic growth in the period, particularly driven by high e-fulfilment volumes, leading to milestone revenue of over £0.5 bn in the period.

·

Sharp bounce back in activity levels following implementation of Government restrictions on non-essential retail due to COVID-19 pandemic which temporarily affected high street and e-commerce demand.

·

Swift re-deployment of Clipper network, following outbreak of COVID-19, to meet high demand for additional distribution capability from new and existing food retail customers including Tesco, Asda and Morrisons.

·

Clipper mandated to establish a new supply chain for NHS Personal Protective Equipment (PPE) products, delivering to NHS Hospital Trusts and other healthcare providers across the UK; solution mobilised within four days.

·

Commenced multiple new contracts with high-profile customers such as Amara, Joules, N Brown, the NHS, SLG and the Very Group.

·

Expanded existing contracts with multiple customers including PrettyLittleThing.com, Neon Sheep, Levi Strauss, Sports Direct, Vestel and Ginger Ray.

·

Organic growth supported by high demand in European market with extended contracts with customers including Westwing and s.Oliver.

·

Continued progress for technical services providing electrical product returns to customers, with new contracts secured with Amazon, John Lewis and the Very Group.

·

Board further strengthened by appointment of Dino Rocos, a highly experienced supply chain leader, bringing with him over forty years' retail industry experience at the UK's leading omni-channel retailer, John Lewis.

Post year end highlights

 

·

Appointment of Christine Cross to the Board as Senior Independent Non-Executive Director, bringing considerable retail experience with FTSE100 and FTSE250 businesses.

·

Further support provided to NHS through provision of an online portal for fulfilling orders for PPE to GP surgeries, small care homes and home care providers.

·

New activities undertaken after Government restrictions began and new contracts that came on stream in Q1 FY21 added a further 1.5 million square feet of space to pre-existing 10 million sq. ft. infrastructure.

·

Annualised revenue of the probability-weighted pipeline of over £50 million, a significant increase on the same period last year.

·

Clicklink service expected to see increased demand as the UK Government looks to encourage the use of Click & Collect initiatives to kick-starting activity on the UK's high street whilst reducing congestion.

·

Clipper consolidating position at the forefront of industry, creating shared user transport networks to enable multi-use client delivery services to the high street as clients reconsider supply chain needs.

·

Commencement of operations on new contract wins with Arcadia and T.M. Lewin.

Outlook

 

General economic conditions remain uncertain due to the COVID-19 pandemic. However, the Group has experienced a very positive start to the new financial year, with exceptionally high levels of demand for its e-fulfilment and returns management services in particular. Consequently, the Board anticipates that the Group's results for the year ending 30 April 2021 will comfortably exceed market expectations.

Steve Parkin, Executive Chairman of Clipper commented:

 

"I am delighted to report such a strong set of final results as Clipper reaches a significant milestone, delivering record revenues exceeding £0.5 billion. This has been driven by strong organic growth in the period, particularly in e-fulfilment, and value-enhancing acquisitions made in prior years."

"The impact of Government restrictions affected many of our retail clients, however it was testament to our long standing and proactive client relationships and broad service offering that activity levels have swiftly bounced back and have since achieved record levels after the initial disruption. There will, without doubt, be longer term changes to the retail landscape however we are confident that our ability to evolve our solutions to meet client needs will ensure that Clipper benefits from these trends as the shift to online retail accelerates."

"Recent contract wins, together with a strong pipeline of new business activity and the further evolution of our Click and Collect proposition, we believe place the Group in an excellent position to achieve further growth both in the UK and internationally and we look forward to the new financial year with confidence as we continue to deliver shareholder value."

Forward looking statements

 

This announcement contains forward looking statements. These have been made by the Directors in good faith using information available up to the date on which they approved this report. The Directors can give no assurance that these expectations will prove to be correct. Due to the inherent uncertainties, including both business and economic risk factors underlying such forward looking statements, actual results may differ materially from those expressed or implied by these forward looking statements. Except as required by law or regulation, the Directors undertake no obligation to update any forward looking statements whether as a result of new information, future events or otherwise.

Publication of Annual Report and Accounts

 

Clipper's 2020 Annual Report and Accounts are available on the Company's website: https://www.clippergroup.co.uk/report-accounts/ and will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Copies of the Annual Report and Accounts will be posted to shareholders who require them in hard copy shortly and a further announcement will be made by the Company at that time.

 

This announcement is released by Clipper Logistics plc and contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"). It is disclosed in accordance with the Group's obligations under Article 17 of MAR. Upon the publication of this announcement, this information is considered to be in the public domain.

 

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is being made on behalf of Clipper Logistics plc by David Hodkin, Chief Financial Officer.

Enquiries

 

Clipper:

+44 (0)11 3204 2050

Steve Parkin, Executive Chairman

Tony Mannix, Chief Executive Officer

David Hodkin, Chief Financial Officer

Buchanan:

+44 (0) 20 7466 5000

David Rydell

Stephanie Watson

Chairman's statement

 

As Chairman of Clipper Logistics plc, I am pleased to present our 2020 financial results.

In the financial year ended 30 April 2020 the Group achieved a milestone, with revenue exceeding £0.5 billion. This has arisen through organic growth, particularly in e-fulfilment and returns management. As the retail sector evolves, we continue to identify key emerging trends and drive innovation such that we can continue to support our partners with 'best-in-class' solutions.

On 23 March 2020, the Government announced the 'lockdown' and consequent closure of non-essential retail outlets. This resulted in a diminution in activity in not only high street retail, but also in online demand. However, demand for online fulfilment quickly recovered and rose to unprecedented levels. We recognised those trends and ensured that we had in place sufficient resources to satisfy rapidly increasing demand for e-fulfilment and returns management activity. We further re-deployed our distribution networks to support the demands placed on food retailers by the pandemic to help feed the nation.

Clipper was approached by the NHS Supply Chain for assistance with provision of PPE to hospitals and other care providers in light of the growth of the pandemic. I am immensely proud of the achievements of our teams, in developing a solution within four days, to establish a separate supply chain for the distribution of PPE to nearly 600 hospitals. We further quickly developed, in conjunction with eBay, an online portal to enable care providers, care homes and other organisations to order PPE online, and to provide fulfilment of these orders.

Recent research would indicate that COVID-19 has led to a permanent upward shift in the transition of retail online. Given our already strong pipeline in e-fulfilment, returns management and Click and Collect, Clipper is extremely well positioned to continue to deliver on these trends.

We look into the new financial year with confidence. The Group will continue to focus on our four strategic pillars; to build our marketleading customer proposition to expand the customer base; develop new, complementary products and services; continue European expansion; and explore acquisition opportunities.

I am delighted that we have commenced significant new contracts with high-profile customers such as Amara, Joules, N Brown, the NHS, SLG and the Very Group.

We have achieved strong organic growth with PrettyLittleThing.com, Neon Sheep, Levi Strauss, Sports Direct, Vestel and Ginger Ray.

Our European business continues to enjoy very strong organic growth with customers including Westwing and s.Oliver.

In addition, our technical services operation is performing well, having secured contracts with Amazon, John Lewis and the Very Group for the management of electrical product returns.

The commercial vehicles business saw a return to normalised levels of profitability, until the government imposed lockdown as a result of the COVID-19 pandemic.

The Group is well positioned to continue to deliver strong returns to our shareholders as the trends toward online retailing continue.

Group results

Group revenue increased by 8.8% to £500.7 million for the year ended 30 April 2020 (2019: £460.2 million), and Group EBIT (IAS 17 basis)1 was £24.1 million (2019: £20.2 million), growth of 19.1%. Group EBIT1 inclusive of IFRS 16 was £32.5 million. Diluted earnings per share were 15.8 pence for the year ended 30 April 2020 (2019: 13.1 pence), an increase of 20.6%. Basic earnings per share were 15.9 pence (2019: 13.2 pence), an increase of 20.5%.

People and Board

Clipper Logistics plc is led by an excellent management team that has been at the core of the business for many years.

The team has a proven track record of identifying key trends within the sectors we serve and developing relevant cost-effective solutions that address those needs. Further, we have a proven ability to identify acquisitions that enhance Group performance and shareholder value. We explored potential acquisitions during the year; however, on the conclusion of our internal due diligence processes, they were not pursued as they did not meet the Group's strategic objectives.

We have recently made new appointments to enhance our Senior Management Team.

I would like to take this opportunity to thank all the employees of the Group for their continued commitment and contribution to the Group's performance, particularly in the light of the challenges presented by COVID-19.

Governance

The executive management team comprises Tony Mannix (Chief Executive Officer), David Hodkin (Chief Financial Officer) and myself, and the Group benefits from the combined experience of Christine Cross (Senior Independent Director), Dino Rocos and Stuart Watson, our Independent Non-Executive Directors.

Christine Cross joined the Board on 3 June 2020 and Dino Rocos on 1 January 2020. Stephen Robertson stood down from the role of Senior Independent Director on 3 June 2020, having completed his second three-year term. Mike Russell stood down from the Board on 28 February 2020, having served on the Board of Clipper and its former parent company prior to IPO for nine years.

I would personally like to thank Stephen and Mike for their commitment and valuable contribution over the years. I also would like to welcome Christine and Dino to the Board.

Dividends

The Board is recommending a final dividend of 6.2 pence per share, making a total dividend in respect of the year ended 30 April 2020 of 9.7 pence (2019: 9.7 pence).

The proposed final dividend, if approved by shareholders, will be paid on 5 October 2020 to shareholders on the register at the close of business on 11 September 2020.

Outlook

The Group continues to be one of the leading providers of value-added logistics and e-fulfilment solutions to the retail sector in the UK, and is rapidly growing its operations in Europe. Recent contract wins, together with a strong pipeline of new business activity and the further evolution of our Click and Collect proposition, we believe place the Group in an excellent position to achieve further growth both in the UK and internationally. Indeed, Clipper's approach of adopting a hands-on, long-term and pro-active relationship with its retail clients allows it to continue to support its clients during these changing retail market conditions.

I look forward to working with all of the Group's stakeholders as we continue to drive the Group forward.

Steve Parkin

Executive Chairman

Operating and Financial Review

Group performance for the year ended 30 April 2020

On 1 May 2019, the Group applied IFRS 16 - a new accounting standard effective for the year ended 30 April 2020. The Group applied the modified retrospective approach with no restatement of prior year comparatives. To aid comparability to the prior year, the discussion of the results is excluding the impact of IFRS 16 ("IAS 17 basis") unless otherwise stated. This is now considered an alternative performance measure.

The Group continued to make good progress in the financial year ended 30 April 2020. Group revenue grew by 8.8% to £500.7 million. Group EBIT1 for the year was £24.1 million compared to £20.2 million in the prior year, an increase of 19.1%.

Revenue growth was very strong in e-fulfilment & returns management services, where revenue of £277.0 million was 18.4% ahead of the previous year. Non e-fulfilment revenues marginally declined by 1.0% to £143.8 million, whilst revenue from commercial vehicles remained flat year-on-year.

EBIT1 in both operating segments grew significantly in the financial year ended 30 April 2020. Value-added logistics services increased by 18.4% to £24.9 million and the commercial vehicles segment increased by 72.6% to £2.0 million.

Group revenue

Revenue

Year ended

30 Apr

2020

 £m

Year ended

30 Apr

2019

 £m

%

change

E-fulfilment & returns management services

277.0

233.9

+18.4%

Non e-fulfilment logistics

143.8

145.3

-1.0%

Total value-added logistics services

420.8

379.2

+11.0%

Commercial vehicles

82.5

82.6

-0.1%

Inter-segment sales

(2.6)

(1.6)

Group revenue

500.7

460.2

+8.8%

Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.

Group revenue increased by 8.8% to £500.7 million, with strong growth of 11.0% in value-added logistics services being partly offset by a marginal decline in commercial vehicles.

Group revenue growth of £40.5 million was largely attributable to growth in the e-fulfilment & returns management business activity, which grew by 18.4%.

There was no property-related consultancy revenue in the year ended 30 April 2020 (2019: £3.1 million).

Group EBIT1

Year ended

30 Apr

2020

£m

Year ended

30 Apr

 2019

 £m

%

change

E-fulfilment & returns management services

17.6

13.6

+29.9%

Non e-fulfilment logistics

14.2

13.0

+9.1%

Central logistics overheads

(6.9)

(5.5)

+24.7%

Value-added logistics services

24.9

21.1

+18.4%

Commercial vehicles

2.0

1.1

+72.6%

Head office costs

(2.8)

(2.0)

+42.4%

Group EBIT (IAS 17 basis)1

24.1

20.2

+19.1%

IFRS 16 adjustments

8.4

-

-

Group EBIT (IFRS 16 basis)1

32.5

20.2

+60.6%

Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.

Group EBIT1 grew by 19.1% to £24.1 million in the year ended 30 April 2020 (2019: £20.2 million). This growth is in part attributed to the revenue growth in the year of 8.8%. In addition there are some material non-underlying factors impacting EBIT1 in both years. Of the £3.9 million increase:

·

£3.5 million of favourable contribution resulted from a negative goodwill credit arising on a business combination in the year ended 30 April 2020 (see note 29 to the Group Financial Statements). This has been split equally between e-fulfilment & returns management services and non e-fulfilment logistics with £1.75 million in each. There was no similar contribution to EBIT1 in the prior year;

·

for the prior year, EBIT1 benefited from a £3.1 million contribution from property-related consultancy activities. There was no similar contribution to EBIT1 in the year ended 30 April 2020; and

·

in the prior year, there was a credit to the income statement of £1.2 million in respect of share based payment accruals built up in previous years. In the year ended 30 April 2020 there is a share based payment charge of £0.3 million. This represents a swing of £1.5 million.

Excluding these items, underlying EBIT1 increased by £5.0 million (31.4%) in the year ended 30 April 2020 compared to the prior year. The table below normalises the effect of these impacts:

Year ended

30 Apr

2020

 £m

Year ended

 30 Apr

2019

£m

%

change

EBIT1

24.1

20.2

+19.1%

Property-related consultancy

-

(3.1)

'Negative goodwill'

(3.5)

-

Share based payments

0.3

(1.2)

EBIT1 (excluding non-underlying factors)

20.9

15.9

+31.4%

Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.

EBIT1 is the primary KPI by which the management team assesses corporate performance. EBIT1 is assessed against Board approved budgets.

EBIT1 margin (%) is not considered by the Directors to be a key metric since the high proportion of open book and minimum volume guarantee contracts within the value added logistics segment distorts reported margins. This is due to an element of management fees on certain contracts being relatively fixed in the short term, so that an increase in revenue in periods of increased activity will not necessarily give rise to a proportionate increase in profit, resulting in lower reported margins. Conversely, in periods of reduced activity levels, reported margins would typically increase. Similarly, revenue derived from minimum volume guarantee contracts is fixed at a minimum level, so that a shortfall in activity levels would give rise to a lower cost base and a higher reported margin. In addition, within the commercial vehicles segment, the level of high value, relatively low margin new vehicle sales also distorts reported margins. Accordingly, EBIT1 is a more relevant measure of financial performance than EBIT1 margin (%).

Segmental trading overview

Clipper is managed through two distinct operating segments, being value-added logistics services and commercial vehicles. The value-added logistics services segment is further subdivided into two business activities, being e-fulfilment & returns management services and non e-fulfilment logistics.

Value-added logistics services

Year ended

30 Apr

2020

£m

Year ended

30 Apr

2019

£m

%

change

Revenue

420.8

379.2

+11.0%

EBIT1

24.9

21.1

+18.4%

EBIT1 (excluding non-underlying factors)

21.6

17.6

+22.7%

Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.

Revenue in the year ended 30 April 2020 within the value-added logistics services operating segment was £420.8 million, representing growth on the previous year of 11.0%.

This growth is due to a combination of the full year impact of new contracts won in the prior year, revenue growth in Continental Europe, new contracts won in the year ended 30 April 2020 and growth in existing customers in the UK.

These revenue items had a positive impact on EBIT1. EBIT1 excluding non-underlying factors grew by £4.0 million to £21.6 million, growth of 22.7% in the year ended 30 April 2020. The trading factors contributing to the growth in this segment are covered in more detail below.

Reported EBIT1 benefited from:

·

£3.5 million of favourable contribution from a 'negative goodwill' credit arising on a business combination in the year ended 30 April 2020 (see note 29 to the Group Financial Statements). There was no similar contribution to EBIT1 in the prior year; and

·

a £3.1 million contribution to EBIT1 from property-related consultancy activities in the prior year. There was no similar contribution to EBIT1 in the year ended 30 April 2020; and

·

a share based payment charge in 2020 of £0.2 million (2019: credit of £0.4 million).

The following table normalises this:

Year ended

30 Apr

2020

£m

Year ended

30 Apr

2019

 £m

%

 change

EBIT1

24.9

21.1

+18.4%

Property-related consultancy

-

(3.1)

Share based payments

0.2

(0.4)

'Negative goodwill'

(3.5)

-

EBIT1 (excluding non-underlying factors)

21.6

17.6

+22.7%

Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.

E-fulfilment & returns management services

Year ended

30 Apr

2020

 £m

Year ended

30 Apr

2019

£m

%

change

Revenue

277.0

233.9

+18.4%

EBIT1

17.6

13.6

+29.9%

EBIT1 (excluding non-underlying factors)

15.8

13.6

+16.2%

Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.

E-fulfilment & returns management services include the receipt, warehousing, stock management, picking, packing and despatch of products on behalf of customers to support their online trading activities, as well as a range of ancillary support services including returns management, branded as Boomerang, under which returns of products are managed on behalf of retailers. This business activity also includes Click and Collect activities (through the Clicklink joint venture) and Technical Services.

Revenues from e-fulfilment & returns management services increased by 18.4% from £233.9 million for the year ended 30 April 2019 to £277.0 million for the year ended 30 April 2020, with EBIT1 excluding non-underlying factors growing by 16.2% to £15.8 million. Reported EBIT1 was 29.9% higher than in the previous year. Included within reported EBIT1 was £1.8 million of 'negative goodwill' relating to the business combination.

Year ended

30 Apr

2020

 £m

Year ended

30 Apr

2019

 £m

%

change

EBIT1

17.6

13.6

+29.9%

'Negative goodwill'

(1.8)

-

EBIT1 (excluding non-underlying factors)

15.8

13.6

+16.2%

Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.

This growth continues the double digit percentage EBIT1 growth of prior years, and delivers against our stated objective of being a market leader in the provision of value-added services across the e-fulfilment sector.

Performance in e-fulfilment & returns management services benefited from:

·

the part year impact of operations commenced during the year ended 30 April 2020, including: Shop Direct, N Brown, Hope & Ivy, Simba Sleep, the Nutmeg online operation for Morrisons, Amara Living and Joules. The impact of these activities will not be fully realised until the year ending 30 April 2021;

·

the full year impact of operations commenced during the year ended 30 April 2019, including: boohoo.com subsidiary PrettyLittleThing, Ginger Ray, Levi Strauss, Vestel and Tech Data in the UK; and

·

volume growth and extension of services on existing contracts, including with ASOS, Love Crafts, Zara, Inditex and Browns in the UK, in part driven by particularly strong organic growth in the UK e-fulfilment market due to the continuing shift in retail trends towards online trading, and European growth in logistics services for Westwing, Smiffy's and s.Oliver, and technical returns services for Amazon.

Whilst we experienced some organic revenue decline with certain of our customers, overall revenue growth was strong.

Prior to COVID-19, Clicklink, our joint venture with John Lewis, was benefiting from the impact of price increases secured in the previous year and the onboarding of new customers onto the network. The Group was expecting it to generate a positive contribution to EBIT1 in the year ended 30 April 2020. As a result of Government measures introduced in response to COVID-19 and the lockdown that was implemented through the closure of non-essential retail stores, Clicklink contributed a loss of £0.2 million in the year ended 30 April 2020. Since the year end, Clicklink has reduced the losses incurred through re-deployment of staff and resources and has returned to profitability. Recently a three year forecast was completed for Clicklink which demonstrated a significant growth trajectory. Since the year end, we have commenced activities with new customers including Arcadia and T.M. Lewin which we expect to further drive EBIT1 growth in the year ending 30 April 2021.

Non e-fulfilment logistics

Year ended

30 Apr

2020

 £m

Year ended

30 Apr

2019

 £m

%

change

Revenue

143.8

145.3

-1.0%

EBIT1

14.2

13.0

+9.1%

EBIT1 (excluding non-underlying factors)

12.4

9.9

+25.3%

Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.

Non e-fulfilment logistics operations include receipt of inbound product, warehousing, picking, packing and distribution of products on behalf of customers in traditional bricks and mortar retail. Within this business activity, the Group handles high value products, including tobacco, alcohol and designer clothing, and also undertakes traditional retail support services including processing, storage and distribution of products, particularly fashion, to high street retailers.

Revenue from non e-fulfilment operations marginally declined by 1.0% for the year ended 30 April 2020, from £145.3 million to £143.8 million. Included in the year ended 30 April 2019 was £3.1 million of property-related income; therefore underlying revenue grew by 1.0%.

Reported EBIT1 grew by 9.1% to £14.2 million in the year ended 30 April 2020. EBIT1 in this business activity benefited from £1.8 million of negative goodwill in the year ended 30 April 2020.

Property-related income reduced from £3.1 million in the year ended 30 April 2019 to £nil in the year ended 30 April 2020. As a result, EBIT1 excluding non-underlying factors increased by 25.3% to £12.4 million in the year ended 30 April 2020.

Year ended

30 Apr

2020

£m

Year ended

30 Apr

 2019

 £m

%

change

EBIT1

14.2

13.0

+9.1%

Property-related consultancy

-

(3.1)

'Negative goodwill'

(1.8)

-

EBIT1 (excluding non-underlying factors)

12.4

9.9

+25.3%

Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.

The following factors contributed positively to the EBIT1 growth:

·

the full year effect of the activities commenced in the prior year, including new activities for Halfords out of the new Crick warehouse, for Sports Direct out of various UK locations, for Levi Strauss out of Northampton and for Neon Sheep out of Milton Keynes;

·

organic volume growth and extensions to service offerings with existing customers, including Asda, Morrisons, Liberty and Halfords. This was partly offset by some organic decline with certain other retail customers driven by high street market conditions and the loss of a significant product range from our M&S activities in Peterborough; and

·

part year contributions from new activities commenced in the current year, with SLG and the NHS. Such activities will generate a full year of contribution in the year ending 30 April 2021.

The following factors had an adverse impact on revenue year-on-year:

·

various contracts ceased in the year ending 30 April 2020, including: Bench (due to liquidation); Links of London (due to liquidation); C&A (due to a Brexit-related relocation); M&S Swadlincote activities (due to the activities being taken in-house by M&S); and Go Outdoors and Whistles (contracts which were not renewed on reaching the end of the term).

Whilst EBIT1 excluding non-underlying factors increased, costs on one specific closed book contract continued to make an adverse contribution to EBIT1, as we were unable to recover the fixed costs of the operation through unit rates. This contract is currently being renegotiated to give more favourable terms to Clipper going forward.

Central logistics overheads

Year ended

30 Apr

2020

£m

Year ended

30 Apr

2019

£m

%

change

EBIT1

(6.9)

(5.5)

+24.7%

Share based payment charges

0.2

(0.4)

EBIT1 (excluding non-underlying factors)

(6.7)

(5.9)

+13.6%

Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.

Central logistics overheads include the costs of the directors of the logistics business, the project delivery and IT support teams, sales and marketing, accounting and finance, and human resources, that cannot be allocated in a meaningful way to business units.

Central logistics overheads increased by £1.4 million (24.7%), from £5.5 million in the year ended 30 April 2019 to £6.9 million in the year ended 30 April 2020.

Included within EBIT1 for the year ended 30 April 2020 is a share based payment charge of £0.2 million. In the previous year there was a share based payment credit of £0.4 million representing a swing of £0.6m. Adjusting for this, central logistics overheads have increased by £0.8 million year on year.

We have continued to invest in the operational support and back office functions of the business to accommodate revenue growth, thereby increasing the overhead base.

Overall share based payment charges

Share based payment charges of £0.3 million have been recognised in the income statement for the current year (2019: £1.2 million credit) primarily to central logistics overheads and head office costs (as appropriate) in respect of the Sharesave Plan and the Performance Share Plan ("PSP") (see note 25 to the Group Financial Statements and page 60 of the Directors' Remuneration Report contained in the Company's 2020 Annual Report and Accounts (available to download from www.clippergroup.co.uk/report-accounts/)).

Commercial vehicles

Year ended

30 Apr

2020

£m

Year ended

30 Apr

2019

£m

%

change

Revenue

82.5

82.6

-0.1%

EBIT1

2.0

1.1

+72.6%

 

The commercial vehicles business, Northern Commercials (Mirfield) Limited, operates Iveco and Fiat commercial vehicle dealerships from five dealership locations and has three sub-dealers. Main dealerships are located in Brighouse, Manchester, Northampton, Dunstable and Tonbridge. The business operates across the north of England and into Wales, through the Midlands, and into the South East.

Commercial vehicles revenue for the year ended 30 April 2020 declined just 0.1% to £82.5 million despite operating a significantly reduced service operation from 23 March 2020 due to the COVID-19 pandemic.

New vehicle sales increased by £1.2 million for the year ended 30 April 2020, having sold 1,399 new vehicles. However, this increase in revenue was more than offset by a reduction in revenue in other parts of the business, namely aftersales and parts sales.

EBIT1 for the year increased by 72.6% to £2.0 million, partially due to improved manufacturer bonuses.

Head office costs

Year ended

30 Apr 2020

 £m

Year ended

30 Apr

2019

£m

%

change

EBIT1

(2.8)

(2.0)

+42.4%

Share based payments

0.1

(0.8)

EBIT1 (excluding non-underlying factors)

(2.7)

(2.8)

-3.6%

Percentages are calculated on the underlying numbers as presented in the Group Financial Statements, not on the rounded figures in the table above.

Head office costs represent the cost of certain Executive and Non-Executive Directors, plc compliance costs and the costs of the plc head office at Central Square, Leeds.

Head office costs increased by £0.8 million (42.4%), from £2.0 million in the year ended 30 April 2019 to £2.8 million in the year ended 30 April 2020. The year-on-year increase in head office costs is largely due to the £0.9 million swing in share based payments (see above) - which contributed a credit of £0.8 million in the year ended 30 April 2019 and incurred a charge of £0.1 million in the current year.

Overview of profit and loss performance for the year ended 30 April 2020

The revenue and EBIT1 performance of the Group are as discussed above. The other aspects of the Group income statement are discussed below.

Net finance costs

Net finance costs for the year ended 30 April 2020 on an IAS 17 basis1 increased by 27.1% to £2.7 million (2019: £2.1 million), the increase being largely as a result of increased interest costs on hire purchase and finance lease agreements previously recognised under IAS 17 following significant capital expenditure in the year ended 30 April 2019, and to a lesser extent increased interest costs on the commercial vehicles stocking lines.

On an IFRS 16 basis, a financing charge of £8.0 million has been recognised for the first time this year in respect of the interest on lease liabilities. Net finance costs were £11.1 million for the year ended 30 April 2020 (2019: £2.1 million).

Profit Before Tax and Amortisation ("PBTA")

PBTA is defined as profit before income tax, before amortisation of intangible assets arising on consolidation. Whilst not considered a KPI by management, this measure is used by market analysts. PBTA on an IAS 17 basis was £21.3 million (£20.1 million PBT plus £1.2 million amortisation of other intangible assets) for the year ended 30 April 2020, an increase of 17.8% on the year ended 30 April 2019 PBTA of £18.1 million (£16.9 million PBT plus £1.2 million amortisation of other intangible assets).

Taxation

The effective rate of taxation of 19.5% (2019: 20.8%) is higher than the average standard UK rate of corporation tax applicable in the year of 19.0% (2019: 19.0%) principally due to certain expenditure incurred which is disallowable for tax purposes and the higher effective rate of tax to which the German and Polish businesses are subject.

Profit after tax

The profit after tax for the year ended 30 April 2020 was £16.2 million (2019: £13.4 million), an increase of 20.8%.

Earnings per share

Earnings per share were 15.5 pence for the year ended 30 April 2020 (2019: 13.2 pence) on an IAS 17 basis¹. Adjusted to remove amortisation of intangible assets arising on consolidation, earnings per share were 16.6 pence (2019: 14.2 pence).

On an IFRS 16 basis earnings per share were 15.9 pence.

Current trading and outlook

In the year ending 30 April 2021, we expect revenue to benefit from:

·

the full year effects of the new operations brought on line in the logistics segment. As noted previously, the Group commenced activities on a number of new contracts in the year ended 30 April 2020;

·

growth with existing customers, either organically - particularly with those in e-commerce who will benefit from market growth - or through new service lines for those customers;

·

growth from conversion of some of the opportunities on our new business pipeline, including in mainland Europe. These opportunities will be converted through a focus on retail specialisms and provision of cost-effective, value-added solutions. Some of these new business activities will not reach full year run-rate until the year ending 30 April 2022 and beyond; and

·

operations which have either recently commenced after the year end or other known new activities which are at various stages of planning. The annualised impact of these activities will not be fully delivered until the year ending 30 April 2022.

The Board is confident that the Group is strongly positioned to grow in the future.

Balance sheet and cash flow

Capital expenditure and fixed assets

We incurred expenditure of £22.9 million in the year ended 30 April 2020 (2019: £26.4 million) on intangible assets, property, plant and equipment and right-of-use assets. £22.1 million of this was incurred in the logistics services segment (2019: £25.8 million) and £0.8 million (2019: £0.6 million) in the commercial vehicles segment.

Approximately £6.7 million (2019: £7.7 million) of the additions were purchased in cash and £5.7 million (2019: £18.7 million) were purchased through hire purchase and finance agreements as would be previously recognised under IAS 17.

Noteworthy capital additions in the year were: an additional mezzanine floor at our Northampton shared user facility to support growth, fitout of our Peterborough site to house the Sports Direct operation, a new mezzanine floor in our Peterborough facility, automation kit at our Raven Mill site and fitout for the Amara Living operation at Northampton. Within Europe, we invested in racking, sprinkler systems and a pick tower.

In the year ended 30 April 2020, we disposed of assets with a net book value of £0.4 million, on which we generated a profit on disposal of £0.1 million.

In the prior year, we disposed of assets with a net book value of £0.4 million, on which we generated a profit on disposal of £0.1 million.

Clipper's outstanding capital expenditure commitment at 30 April 2020 was £3.6 million (2019: £8.6 million), reflecting the timing of investments in new and existing customer contracts.

Cash flow

Cash generated from operations was £66.8 million (2019: £28.3 million).

IFRS 16 resulted in a £34.9 million increase in cash flows generated from operating activities with an equal and opposite impact on cash flows generated from financing activities in the year ended 30 April 2020. Therefore excluding the impact of IFRS 16 cash generated from operations was £31.9 million.

The business continues to be highly cash generative. Under the UK logistics business model, Clipper is typically paid in the month in which services are delivered on open book and minimum volume guarantee contracts, giving rise to a typically net favourable impact on working capital, whilst in the commercial vehicles business working capital is substantially funded by the manufacturer through stocking facilities for new vehicles and trade credit terms for parts supplied.

In the year ended 30 April 2020, we generated £1.3 million of cash inflow from working capital (2019: £0.6 million inflow).

There are a number of cash flows disclosed outside of cash flow from operations which occur regularly, although the magnitude of these can change significantly year-on-year.

These cash flows include dividends, drawdown and repayment of bank loans, sales and purchase of fixed assets (including repayments on assets purchased under finance leases), corporation tax payments, interest payments and share issues. Taking each of these in turn:

·

dividends paid in the year ended 30 April 2020 amounted to £10.2 million, an increase of 13.8% on the prior year (2019: £8.9 million), and in line with our stated dividend policy;

·

cash flows arising from the drawdown and repayments of bank loans were a £1.2 million inflow in the year ended 30 April 2020 (2019: £7.3 million), the drawdown being used to fund additions of non-current assets in the year;

·

cash purchases of fixed assets amounted to £6.7 million in the year ended 30 April 2020 (2019: £7.7 million), with a further £43.3 million (2019: £10.4 million) of cash used to repay leases. The IFRS 16 impact was £33.8 million. Finance leasing and hire purchase funding remains an attractive means of funding for Clipper, as the future cash outflows can be funded through future cash inflows on open book contracts. Sales of non-current assets generated £0.5 million in the year ended 30 April 2020 (2019: £0.5 million);

·

included within investing activities is £2.9 million of cash outflow relating to the business combination (see note 29.1 to the Group Financial Statements);

·

corporation tax of £3.5 million was paid in the year ended 30 April 2020 (2019: £4.3 million), the decrease being driven by the deferment of a corporation tax payment on account during the COVID-19 pandemic;

·

interest paid increased by £1.0 million to £3.0 million in the year ended 30 April 2020 (2019: £2.0 million), primarily due to increased borrowing levels on HP contracts and stocking lines; and

·

cash inflows of £0.114 million were generated from shares issued in the year ended 30 April 2020, compared to £0.350 million in the prior year.

Whilst the timing and magnitude of dividends, tax payments and interest payments can be predicted with relative certainty, the timing of drawdowns on bank loans and fixed asset-related cash flows is much more dependent on specific one-off projects, and so can quite easily fall into one financial period or the next.

Net debt

In addition to EBIT1, net debt4 is considered a KPI for the Group. The Group had £45.1 million of net debt4 outstanding at 30 April 2020 (2019: £45.9 million) (see note 21 to the Group Financial Statements), a decrease of £0.8 million. The decrease in net debt4 was driven primarily by a reduction in HP and finance lease contracts of £3.0 million offset by a £1.3 million increase in bank loans. It is worth noting that where an open book customer has a strong credit rating, Clipper will often fund the initial capital requirements on the condition that the customer commits to repaying this over the term of the contract, together with finance charges and a management fee. At 30 April 2020, Clipper had £35.4 million (2019: £34.9 million) of capital contracted to be recovered from open book customers over the remaining term of the customer contracts.

Impact of IFRS 16

IFRS 16 was implemented in the year ended 30 April 2020. On transition, a right-of-use asset of £204.2 million was recognised which included a transfer from property, plant and equipment of £39.7 million and we recognised lease liabilities of £36.6 million in current liabilities and £184.1 million in non-current liabilities (see note 30 to the Group Financial Statements). Finance leases recognised in the year ended 30 April 2019 were reclassified from financial liabilities: borrowings to lease liabilities. There was also a deferred tax asset arising on transition of £3.9 million.

The 'statutory' measure of EBIT1 includes the impact of IFRS 16 for the first time in the year ended 30 April 2020; the Group having transitioned to IFRS 16 on 1 May 2019. Those costs which would have been reported as straight-line operating lease rentals in prior periods are now replaced by straight-line depreciation and reducing balance interest components. Consequently, results for the year ended 30 April 2020 on a statutory basis are not directly comparable with those reported for prior periods. Operating lease rentals of £34.9 million have been added back and depreciation of £32.9 million has been deducted (of which £6.4 million relates to leases previously recognised under IAS 17), together improving 'statutory' EBIT1 by £8.4 million. At 30 April 2020, right-of-use assets were £186.2 million and lease liabilities were £38.4 million in current liabilities and £163.9 million in non-current liabilities; of which £30.3 million relates to leases previously recognised under IAS 17. IFRS 16 resulted in a £34.9 million increase in cash flows generated from operating activities with an equal and opposite impact on cash flows generated from financing activities in the year ended 30 April 2020.

Alternative performance measures ("APMs")

APMs are used by the Board to assess the Group's financial performance, for analysis and for incentive-setting purposes. These measures are not defined by International Financial Reporting Standards ("IFRS") and therefore may not be directly comparable with other companies' APMs, including those in the Group's industry. The Operating and Financial review has used APMs to aid comparability to the prior year.

APMs should be considered in addition to and are not intended to be a substitute for IFRS measurements. The table below reconciles APMs to statutory measures as defined by IFRS.

Year ended April 2020

£m

 

Year ended April 2019

£m

Statutory IFRS 16

IFRS 16 impact

IAS 17

 basis

Non- underlying

 items2

Excluding non-underlying items

Statutory IAS 17

Non- underlying

 items3

Excluding non-underlying items

Revenue

500.7

-

500.7

-

500.7

460.2

(3.1)

457.1

EBIT1

32.5

(8.4)

24.1

(3.2)

20.9

20.2

(4.3)

15.9

Net debt4

217.1

(172.0)

45.1

45.9

Net finance costs

11.1

(8.4)

2.7

2.1

Cash generated from operations

66.8

(34.9)

31.9

28.3

Earnings per share (pence)

15.9

(0.4)

15.5

13.2

Diluted earnings per share (pence)

15.8

(0.5)

15.3

13.1

 

1

EBIT is defined as operating profit, including the Group's share of operating profit in equity-accounted investees and before the amortisation of intangible assets.

2

Non-underlying items in the year ended 30 April 2020 were £3.5 million negative goodwill release relating to the IFRS 3 business combination (see note 29.1 to the Group Financial Statements) and a charge relating to share based payment accruals of £0.3 million.

3

Non-underlying items in the year ended 30 April 2019 were £3.1 million contribution from property-related consultancy activities and credit to the income statement of £1.2 million in respect of share based payment accruals.

4

Net debt is defined as financial liabilities: borrowings less cash and cash equivalents less non-current financial assets and leases previously classified as finance leases and hire purchase agreements under IAS 17.

David Hodkin

Chief Financial Officer

Director's statement on basis of preparation - announcement

 

Whilst the financial information included in this announcement has been prepared on the basis of the requirements of IFRSs in issue, as adopted by the European Union and effective at 30 April 2020, this statement does not itself contain sufficient information to comply with IFRS.

These financial results do not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006. The Group Income Statement, Group Statement of Comprehensive Income, Group Statement of Financial Position, Group Statement of Changes in Equity, and Group Statement of Cash Flows, and selected notes for the year ended 30 April 2020 have been extracted from the Group's audited Financial Statements for the year then ended.

The financial information contained within the preliminary announcement for the year ended 30 April 2020 was approved by the Board on 21 August 2020. Statutory accounts for the year ended 30 April 2020 were approved on the same date and will be delivered to the Registrar of Companies following the Company's Annual General Meeting. The auditors have reported on these Financial Statements. Their report was unqualified and did not contain a statement under s.498 (2) or (3) of the Companies Act 2006.

Responsibility statement of the directors in respect of the Annual Report and the Financial Statements

 

The following responsibility statement made by the Directors is repeated here solely for the purpose of complying with DTR 6.3.5. This statement relates to and is extracted from page 69 of the Company's 2020 Annual Report and Accounts. Responsibility is for the full Annual Report and Accounts not the extracted information presented in this announcement.

We confirm that to the best of our knowledge:

·

the Financial Statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

·

the Strategic Report and Directors' Report include a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

We consider the Annual Report and the Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy.

Group Income Statement

For the year ended 30 April

Note

2020

Group

£'000

2019

Group

£'000

Revenue

3

500,671

460,171

Cost of sales

(358,653)

(331,879)

Gross profit

142,018

128,292

Other net gains or losses

6

4,097

(327)

Administration and other expenses

(114,686)

(108,481)

Operating profit before share of equity-accounted investees, net of tax

4

31,429

19,484

Share of equity-accounted investees, net of tax

16

(231)

(413)

Operating profit

6

31,198

19,071

EBIT*

32,454

20,213

Less: amortisation of other intangible assets

4

(1,240)

(1,185)

share of tax and finance costs of equity-accounted investees

4

(16)

43

Operating profit

6

31,198

19,071

Finance costs

8

(11,155)

(2,199)

Finance income

9

64

58

Profit before income tax

20,107

16,930

Income tax expense

10

(3,915)

(3,524)

Profit for the financial year

16,192

13,406

Basic earnings per share

11

15.9p

13.2p

Diluted earnings per share

11

15.8p

13.1p

* EBIT is defined as operating profit, including the Group's share of operating profit in equity-accounted investees and before the amortisation of intangible assets.

Group Statement of Comprehensive Income

For the year ended 30 April

Note

2020

Group

£'000

2019

Group

£'000

Profit for the financial year

16,192

13,406

Other comprehensive income/(expense) for the year, net of tax:

May be reclassified to the income statement in subsequent periods:

Exchange differences on retranslation of foreign operations

(504)

31

Total comprehensive income for the financial year

15,688

13,437

Group Statement of Financial Position

At 30 April

Note

2020

 Group

 £'000

20191

 Group

 £'000

Assets:

Non-current assets

Goodwill

25,951

25,951

Other intangible assets

11,997

11,390

Intangible assets

12

37,948

37,341

Property, plant and equipment

14

28,966

61,470

Right-of-use assets

15

186,213

-

Interest in equity-accounted investees

16

634

865

Non-current financial assets

28

1,950

1,950

Deferred tax assets

10

1,154

-

Total non-current assets

256,865

101,626

Current assets

Inventories

17

27,857

24,049

Trade and other receivables

18

102,742

96,347

Cash and cash equivalents

19

2,724

3,517

Total current assets

133,323

123,913

Total assets

390,188

225,539

Equity and liabilities:

Current liabilities

Trade and other payables

20

130,813

125,982

Financial liabilities: borrowings

21

19,315

12,285

Lease liabilities: short term

22

38,378

-

Short-term provisions

23

99

214

Current income tax liabilities

1,760

803

Total current liabilities

190,365

139,284

Non-current liabilities

Financial liabilities: borrowings

21

126

39,110

Lease liabilities: long term

22

163,906

-

Long-term provisions

23

6,521

1,610

Deferred tax liabilities

10

-

2,320

Total non-current liabilities

170,553

43,040

Total liabilities

360,918

182,324

Equity shareholders' funds

Share capital

24

51

51

Share premium

2,174

2,060

Currency translation reserve

(612)

(108)

Other reserve

84

84

Merger reserve

6,006

6,006

Share based payment reserve

1,669

1,643

Retained earnings

19,898

33,479

Total equity attributable to the owners of the Company

29,270

43,215

Total equity and liabilities

390,188

225,539

1 The Group has applied IFRS 16 effective 1 May 2019, using the modified retrospective approach, without restating prior year figures. Information on the impact of adopting IFRS 16 is represented in note 30 to the Financial Statements.

Group Statement of Changes in Equity

For the year ended 30 April

Share

capital

 Group

£'000

 Share premium Group

£'000

Currency translation reserve

Group

 £'000

 Other

reserve

 Group

 £'000

 Carried forward Group

 £'000

Balance at 1 May 2018

51

1,710

(139)

84

1,706

Profit for the year

-

-

-

-

-

Other comprehensive income/(expense)

-

-

31

-

31

Equity settled transactions

-

-

-

-

-

Share issue

-

350

-

-

350

Dividends

-

-

-

-

-

Balance at 30 April 2019

51

2,060

(108)

84

2,087

IFRS 16 transition adjustment

-

-

-

-

-

Profit for the year

-

-

-

-

-

Other comprehensive income/(expense)

-

-

(504)

-

(504)

Equity settled transactions

-

-

-

-

-

Share issue

-

114

-

-

114

Dividends

-

-

-

-

-

Balance at 30 April 2020

51

2,174

(612)

84

1,697

 

Brought forward Group

 £'000

Merger reserve

Group

 £'000

Share based payment reserve

 Group

£'000

Retained earnings Group

 £'000

Total

Group

 £'000

Balance at 1 May 2018

1,706

6,006

2,745

28,861

39,318

Profit for the year

-

-

-

13,406

13,406

Other comprehensive income/(expense)

31

-

-

-

31

Equity settled transactions

-

-

(1,102)

146

(956)

Share Issue

350

-

-

-

350

Dividends

-

-

-

(8,934)

(8,934)

Balance at 30 April 2019

2,087

6,006

1,643

33,479

43,215

IFRS 16 transition adjustment

-

-

-

(19,627)

(19,627)

Profit for the year

-

-

-

16,192

16,192

Other comprehensive income/(expense)

(504)

-

-

-

(504)

Equity settled transactions

-

-

26

20

46

Share issue

114

-

-

-

114

Dividends

-

-

-

(10,166)

(10,166)

Balance at 30 April 2020

1,697

6,006

1,669

19,898

29,270

Group Statement of Cash Flows

For the year ended 30 April

Note

2020Group

 £'000

2019 Group

 £'000

Profit before tax from operating activities

20,107

16,930

Adjustments to reconcile profit before tax to net cash flows:

- Depreciation and impairment of property, plant and equipment

6

3,244

7,426

- Amortisation and impairment of intangible assets

6

2,114

1,973

- Depreciation of right-of-use assets

15

32,946

-

- Gain on disposal of non-current assets

6

(468)

(124)

- Share of equity-accounted investees, net of tax

16

231

413

- 'Negative goodwill'

29.1

(3,499)

-

- Exchange differences

(582)

104

- Finance costs

8 & 9

11,091

2,141

- Share based payments charge/(credit)

25

348

(1,178)

Working capital adjustments:

- (Increase)/decrease in trade and other receivables and prepayments

(8,527)

(22,915)

- (Increase)/decrease in inventories

(3,365)

(773)

- Increase/(decrease) in trade and other payables

13,182

24,298

Operating activities:

- Cash generated from operations

66,822

28,295

- Interest received

46

55

- Interest paid

(2,954)

(2,027)

- Income tax paid

(3,541)

(4,276)

Net cash flows from operating activities

60,373

22,047

Investing activities:

- Purchase of property, plant and equipment

(8,141)

(24,320)

- Purchase of right-of-use assets

(3,260)

-

- Proceeds from sale of property, plant and equipment

389

490

- Proceeds from right-of-use assets

106

-

- Purchase of intangible assets

(951)

(2,096)

- Proceeds from sale of intangible assets

117

-

- Acquisition of a business

29.1

(2,899)

-

- Acquisition of subsidiary undertakings net of cash acquired

29.2

-

(500)

Net cash flows from investing activities

(14,639)

(26,426)

Financing activities:

- Drawdown of bank loans

2,000

8,000

- Debt issue costs paid

-

(20)

- Shares issued

24

114

350

- Dividends paid

7

(10,166)

(8,934)

- Repayment of bank loans

(789)

(747)

- Financing advanced in relation to right-of-use assets

5,654

18,698

- Repayment of principal on lease liabilities

(43,340)

(10,389)

Net cash flows from financing activities

(46,527)

6,958

Net (decrease)/increase in cash and cash equivalents

(793)

2,579

Cash and cash equivalents at start of year

3,517

938

Cash and cash equivalents at end of year

19

2,724

3,517

Notes to the Group Financial Statements

1. General information

The results comprise those of Clipper Logistics plc and its subsidiaries for the year ended 30 April 2020 and does not constitute the Group's statutory accounts for the years ended 30 April 2020 or 2019, but is derived from those accounts. Both the Company Financial Statements and the Group Financial Statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards as adopted by the EU ("IFRSs").

Statutory accounts for the years ended 30 April 2020 and 30 April 2019 have been reported on by the auditor. Their reports for both years (i) were unqualified; (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their audit report and (iii) did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006.

Statutory accounts for the year ended 30 April 2019 have been filed with the Registrar of Companies. The statutory accounts for the year ended 30 April 2020, which were approved by the Board on 21 August 2020, will be delivered to the Registrar of Companies following the Company's Annual General Meeting.

The Group Financial Statements for the year ended 30 April 2020 were authorised for issue by the Board of Directors on 21 August 2020 and the Group Statement of Financial Position was signed on the Board's behalf by David Hodkin.

Clipper Logistics plc (the "Company") and its subsidiaries (together the "Group") provide value-added logistics and other services predominantly to the retail sector and also operate as distributors of commercial vehicles.

The Company is limited by share capital, incorporated and domiciled in the United Kingdom. The address of its registered office is Clipper Logistics Group, Gelderd Road, Leeds, LS12 6LT.

2. Summary of significant accounting policies

The results for the year have been prepared on a basis consistent with the accounting policies set out in Clipper's Annual Report and Accounts for the year ended 30 April 2019 except as noted below.

As the Group prepares its financial information in accordance with IFRS as adopted by the European Union, the application of new standards and interpretations will be subject to them having been endorsed for use in the EU via the EU Endorsement mechanism. In the majority of cases this will result in an effective date consistent with that given in the original standard or interpretation but the need for endorsement restricts the Group's discretion to early adopt standards.

IFRS 16 'Leases' ("IFRS 16") was issued in January 2016, replacing IAS 17 'Leases' ("IAS 17") and associated interpretations IFRIC 4, SIC 15 and SIC 27. IFRS 16 applies to annual periods beginning on or after 1 January 2019, which for the Group is the year ended 30 April 2020. IFRS 16 primarily changes lease accounting for lessees.

Lease agreements now give rise to the recognition of an asset representing the right to use the leased item and a loan obligation for future lease payables. Lease costs are now recognised in the form of depreciation of the asset and interest on the lease liability replacing rental costs charged on a straight-line basis.

Under the transition rules, the Group has applied IFRS 16 using the modified retrospective approach with the cumulative effect of applying the standard recognised in retained earnings on 1 May 2019 with no restatement of comparative information. Lease liabilities have been measured at the present value of the remaining lease payments, discounted using the incremental borrowing rate at the date of transition. The Group is taking available exemptions for short-term leases (leases which, at the transition date, have a lease term of less than 12 months) and low value leases (

The adoption of IFRS 16 at 1 May 2019 has a material impact on the Group's Financial Statements - see note 30. There is no cash impact of adopting IFRS 16, with the repayment of the principal portion of the lease liability being classified as financing instead of operating cash flows. The covenant requirements for the Group's committed financing facilities are based on 'Frozen GAAP' and therefore are not impacted by the transition to IFRS 16.

3. Revenue

The Group has applied IFRS 15 'Revenue from Contracts with Customers' with effect from 1 May 2018, using the cumulative effect method.

Revenue is disaggregated into two distinct operating segments. This is consistent with the revenue information that is disclosed for each reportable segment under IFRS 8 'Operating Segments', as reported in note 4 to the Financial Statements.

Revenue recognised in the income statement is analysed as follows:

2020

 Group

£'000

2019

 Group

£'000

E-fulfilment & returns management services

276,979

233,872

Non e-fulfilment logistics

143,847

145,286

Value-added logistics services

420,826

379,158

Commercial vehicles

82,495

82,552

Inter-segment sales

(2,650)

(1,539)

Revenue from external customers

500,671

460,171

 

Non e-fulfilment logistics revenue includes £nil (2019: £3,100,000) in respect of property-related advisory services.

Geographical information - revenue from external customers:

2020

Group

 £'000

2019

 Group

£'000

United Kingdom

424,057

389,028

Germany

25,128

25,044

Rest of Europe

51,486

46,099

Revenue from external customers

500,671

460,171

 

Geography is determined by the location of the end customer.

The Group has no customers that in the years ended 30 April 2020 or 30 April 2019 accounted for greater than 10% of the total Group revenue.

The following table provides information about receivables, contract assets and contract liabilities from contracts.

2020

Group

£'000

 

2019

Group

 £'000

Receivables, which are included in 'Trade and other receivables'

62,920

57,372

Contract assets, which are included in 'Trade and other receivables'

13,303

16,111

Contract liabilities, which are included in 'Trade and other payables'

22,423

24,557

 

The contract assets primarily relate to the Group's right to consideration for work completed but not billed as at 30 April 2020. The contract assets are transferred to receivables when the rights become unconditional. The contract liabilities primarily relate to the advance consideration received from customers. Contract liabilities of £22,423,000 (2019: £24,557,000) will be recognised in revenue in the year ending 30 April 2021 when the performance obligations are expected to be satisfied.

4. Segment information

For the Group, the Chief Operating Decision Maker ("CODM") is the main Board of Directors. The CODM monitors the operating results of each business unit separately for the purposes of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on operating profit or loss, both before and after exceptional or discontinuing items. This measurement basis excludes Group-wide central services and financing costs which are not allocated to operating segments.

For management purposes, the Group is organised into two main reportable segments:

·

value-added logistics services; and

·

commercial vehicles, including sales, servicing and repairs.

Within the value-added logistics services segment, the CODM also reviews performance of three separate business activities:

·

e-fulfilment & returns management services;

·

non e-fulfilment logistics; and

·

central logistics overheads, being the costs of support services specific to the value-added logistics services segment, but which are impractical to allocate between the sub-segment activities.

These three separate business activities comprise one segment, having similar economic characteristics in terms of profitability and costs, customers and operating environment.

Inter-segment transactions are entered into under normal commercial terms and conditions and on an arm's length basis that would also be available to unrelated third parties.

The following tables present profit information for continuing operations regarding the Group's business segments for the two years ended 30 April 2020:

Earnings before interest and tax ("EBIT"):

2020

Group

£'000

2019

Group

£'000

E-fulfilment & returns management services

17,618

13,560

Non e-fulfilment logistics

14,238

13,048

Central logistics overheads

(6,922)

(5,551)

Value-added logistics services

24,934

21,057

Commercial vehicles

1,963

1,137

Head office costs

(2,820)

(1,981)

Group EBIT (excluding impact of IFRS 16)

24,077

20,213

IFRS 16 adjustments

8,377

-

Group EBIT (including impact of IFRS 16)

32,454

20,213

Amortisation of other intangible assets:

2020

Group

£'000

2019

Group

£'000

E-fulfilment & returns management services

(562)

(510)

Non e-fulfilment logistics

(678)

(675)

Central logistics overheads

-

-

Value-added logistics services

(1,240)

(1,185)

Commercial vehicles

-

-

Head office costs

-

-

Group total

(1,240)

(1,185)

 

Share of tax and finance costs of equity-accounted investees:

2020

Group

£'000

2019

 Group

£'000

Net finance costs

(68)

(50)

Income tax credit (expense)

52

93

Group total

(16)

43

Operating profit and profit before income tax:

2020

Group

£'000

2019

Group

£'000

Operating profit:

E-fulfilment & returns management services

17,271

13,506

Non e-fulfilment logistics

13,560

12,373

Central logistics overheads

(6,922)

(5,551)

Value-added logistics services

23,909

20,328

Commercial vehicles

1,963

1,137

Head office costs

(2,820)

(1,981)

Group operating profit before share of equity-accounted investees (IAS 17 basis)

23,052

19,484

IFRS 16 adjustment

8,377

-

Group operating profit before share of equity-accounted investees (IFRS 16 basis)

31,429

19,484

Share of equity-accounted investees, net of tax

(231)

(413)

Operating profit

31,198

19,071

Finance costs (IAS 17 basis)

(2,786)

(2,199)

Finance income

64

58

Finance costs arising under IFRS 16

(8,369)

-

Profit before income tax

20,107

16,930

The segment assets and liabilities at the balance sheet date are as follows:

At 30 April 2020:

Segment assets

 £'000

Segment liabilities £'000

Value-added logistics services

342,930

(294,135)

Commercial vehicles

43,380

(45,582)

Segment assets/(liabilities)

386,310

(339,717)

Unallocated assets/(liabilities):

- Cash and cash equivalents

2,724

-

- Other financial liabilities

-

(19,441)

- Deferred tax

1,154

-

- Income tax assets/(liabilities)

-

(1,760)

Total assets/(liabilities)

390,188

(360,918)

 

At 30 April 2019:

Segment assets

£'000

Segment liabilities £'000

Value-added logistics services

182,388

(93,207)

Commercial vehicles

39,634

(34,599)

Segment assets/(liabilities)

222,022

(127,806)

Unallocated assets/(liabilities):

- Cash and cash equivalents

3,517

-

- Financial liabilities

-

(51,395)

- Deferred tax

-

(2,320)

- Income tax assets/(liabilities)

-

(803)

Total assets/(liabilities)

225,539

(182,324)

 

Capital expenditure, depreciation and amortisation by segment in the year ended 30 April was as follows:

Capital expenditure:

2020

 Group

£'000

2019

Group

 £'000

Value-added logistics services

22,083

25,802

Commercial vehicles

777

614

Total

22,860

26,416

 

Capital expenditure comprises additions to intangible assets (note 12), property, plant and equipment (note 14) and right-of-use assets (note 15).

Depreciation of property, plant and equipment:

2020

Group

£'000

2019

Group

£'000

Value-added logistics services

2,998

6,691

Commercial vehicles

246

735

Total

3,244

7,426

Amortisation:

2020

Group

£'000

2019

Group

£'000

Value-added logistics services

2,113

1,972

Commercial vehicles

1

1

Total

2,114

1,973

Depreciation of right-of-use assets:

2020

Group

£'000

2019

Group

£'000

Value-added logistics services

32,099

-

Commercial vehicles

847

-

Total

32,946

-

Non-current assets held by each geographical area are made up as follows:

2020

 Group

 £'000

2019

Group

 £'000

United Kingdom

233,122

92,373

Germany

12,868

3,890

Rest of Europe

9,721

5,363

Deferred taxation assets

1,154

-

Total

256,865

101,626

5. Staff costs

2020

 Group

£'000

2019

 Group

£'000

Wages and salaries

161,048

125,089

Social security costs

15,280

11,840

Pension costs for the defined contribution scheme

4,155

2,649

Share based payments

348

(1,178)

Total

180,831

138,400

The average monthly number of employees during the year was made up as follows:

2020

Group Number

2019

Group Number

Warehousing

5,494

3,828

Distribution

502

505

Service and maintenance

465

252

Administration

1,139

1,055

Total

7,600

5,640

Key management compensation (including Executive Directors):

2020

 Group

£'000

2019

 Group

£'000

Wages and salaries

2,736

3,102

Social security costs

412

425

Pension costs for the defined contribution scheme

127

178

Compensation for loss of office

249

-

Share based payments

106

(1,291)

Total

3,630

2,414

Directors' emoluments:

2020

 Group

£'000

2019

 Group

£'000

Aggregate emoluments excluding share based payments on unvested awards

1,274

1,220

Value of share options vested during the year

-

-

Pension costs for the defined contribution scheme

10

10

Total

1,284

1,230

The number of Directors who were accruing benefits under a Group Pension Scheme is as follows:

2020

Group Number

2019

Group Number

Defined contribution plans

1

2

6. Group operating profit

This is stated after charging:

2020

 Group

£'000

2019

Group

 £'000

Depreciation of property, plant and equipment - owned assets

3,244

2,938

Depreciation of property, plant and equipment - leased assets

-

4,488

Amortisation of intangible assets (included within administration and other expenses)

2,114

1,973

Depreciation of right-of-use assets

32,946

-

Total depreciation and amortisation expense (IFRS 16 basis)

38,304

9,399

Operating lease rentals:

- Vehicles, plant and equipment

-

10,306

- Audit of the subsidiaries

-

25,847

 

Auditor's remuneration:

- Audit of the Group Financial Statements

198

149

- Audit of the subsidiaries

99

111

- Fees to prior year auditors

71

-

- Non-audit fees

-

-

Total fees paid to the Group's auditors

368

260

Operating profit is stated after crediting/(charging):

2020

 Group

£'000

2019

Group

 £'000

Other net gains or net losses:

- Profit on sale of property, plant and equipment

123

124

- Profit on disposal of lease liabilities

345

-

- Dealership contributions

44

98

- Rental income

335

51

- 'Negative goodwill' (see note 29)

3,499

-

- Net (loss) from other exceptional costs

(249)

(600)

Total net gains/(losses)

4,097

(327)

 

The above exceptional cost in the year ended 30 April 2020 relates to compensation for loss of office to the outgoing deputy CEO. In the prior year, the exceptional costs relate to the staging of a one-off event.

7. Dividends

2020

 Group

£'000

2019

Group

 £'000

Final dividend for the prior year of 6.5 pence (2019: 5.6 pence) per share

6,608

5,685

Interim dividend for the year of 3.5 pence (2019: 3.2 pence) per share

3,558

3,249

Total dividends paid

10,166

8,934

Proposed final dividend for the year ended 30 April 2020 of 6.2 pence (2019: 6.5 pence) per share

6,303

6,605

 

The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these Financial Statements. The proposed dividend is payable to all shareholders on the Register of Members on 11 September 2020. The payment of this dividend will not have any tax consequences for the Group.

8. Finance costs

2020

 Group

£'000

2019

Group

 £'000

On bank loans and overdrafts

744

691

On hire purchase agreements¹

1,365

953

Amortisation of debt issue costs

138

130

Commercial vehicle stocking interest

385

316

Invoice discounting

96

94

Other interest payable

58

15

Total interest expense for financial liabilities measured at amortised cost (IAS 17 basis)

2,786

2,199

IFRS 16 lease liability interest

8,038

-

Discount charges on long-term provisions

331

-

Total interest expense for financial liabilities measured at amortised cost (IFRS 16 basis)

11,155

2,199

1 On transition to IFRS 16 on 1 May 2019, hire purchase agreements were reclassified to lease liabilities from financial liabilities: borrowings. Interest on hire purchase agreements has been separated from other IFRS 16 lease liabilities for comparison purposes.

9. Finance income

2020

 Group

£'000

2019

Group

 £'000

Bank interest

1

-

Other interest

4

6

Amounts receivable from related parties

59

52

Total interest income for financial assets measured at amortised cost

64

58

10. Income tax expense

10.1 Tax charged in the income statement:

2020

 Group

£'000

2019

Group

 £'000

Current income tax:

UK and foreign corporation tax

4,346

3,263

Amounts under/(over) provided in previous years

151

(724)

Total income tax on continuing operations

4,497

2,539

Deferred tax:

Origination and reversal of temporary differences

(338)

280

Amounts (over)/under provided in previous years

(200)

775

Impact of change in tax laws and rates

(44)

(70)

Total deferred tax

(582)

985

Tax expense in the income statement on continuing operations

3,915

3,524

10.2 Tax relating to items charged or credited to other comprehensive income:

There are no tax consequences of any of the items included in other comprehensive income.

10.3 Reconciliation of income tax charge:

The income tax expense in the income statement for the year differs from the standard rate of corporation tax in the UK. The differences are reconciled below:

2020

 Group

£'000

2019

Group

 £'000

Profit before taxation from continuing operations

20,107

16,930

Standard rate of corporation tax in UK

19.00%

19.00%

Tax on profit on ordinary activities at standard rate

3,820

3,217

Share of equity-accounted investees, already net of tax

44

78

Expenses not allowable for tax purposes

127

235

Tax under/(over) provided in previous years

(49)

51

Difference in tax rates overseas

17

13

Deferred tax rate difference

(44)

(70)

Total tax expense reported in the income statement

3,915

3,524

10.4 Deferred tax in the statement of financial position:

Brought forward

IFRS 16 transition

(Charged)/ credited to income statement

Foreign currency adjustment

(Charged)/ credited to share based payment reserve

Acquisitions

At 30 April 2020

£'000

Tax effect of temporary differences due to:

Share based payments

579

-

139

-

(293)

-

425

IFRS 16 adjustment

-

3,933

461

(4)

-

-

4,390

Other timing differences

520

-

(148)

4

-

68

444

Deferred tax asset

1,099

3,933

452

-

(293)

68

5,259

Intangible assets

(1,557)

-

117

-

-

(323)

(1,763)

Accelerated capital allowances

(1,821)

-

203

-

-

(493)

(2,111)

Other timing differences

(41)

-

(190)

-

-

-

(231)

Deferred tax liability

(3,419)

-

130

-

-

(816)

(4,105)

Net deferred tax

(2,320)

3,933

582

-

(293)

(748)

1,154

 

Brought forward

(Charged)/ credited to income statement

Foreign currency adjustment

(Charged)/ credited to share based payment reserve

Acquisitions

At 30 April 2019

£'000

Tax effect of temporary differences due to:

Share based payments

581

(216)

-

214

-

579

Other timing differences

401

127

(8)

-

-

520

Deferred tax asset

982

(89)

(8)

214

-

1,099

Intangible assets

(1,737)

180

-

-

-

(1,557)

Accelerated capital allowances

(739)

(1,082)

-

-

-

(1,821)

Other timing differences

(47)

6

-

-

-

(41)

Deferred tax liability

(2,523)

(896)

-

-

-

(3,419)

Net deferred tax

(1,541)

(985)

(8)

214

-

(2,320)

 

Legislation to reduce the UK corporation tax rate from 19% to 17% with effect from 1 April 2020 was enacted at 30 April 2019. Further legislation to cancel this reduction was substantively enacted at 30 April 2020. A rate of 19% (2019: 17%) has been applied in the measurement of the Group's deferred tax assets and liabilities in the year.

11. Earnings per share

Basic earnings per share amounts are calculated by dividing profit for the year attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share amounts are calculated by dividing the profit attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the potentially dilutive instruments into ordinary shares.

The following reflects the income and share data used in the earnings per share computation:

2020

 Group

£'000

2019

Group

 £'000

Profit attributable to ordinary equity holders of the Company (excluding impact of IFRS 16)

15,723

13,406

Impact of IFRS 16 on profit

469

-

Profit attributable to ordinary equity holders of the Company (including impact of IFRS 16)

16,192

13,406

 

2020

Group

2019

Group

Basic weighted average number of shares (thousands)

101,656

101,512

Basic earnings per share (excluding impact of IFRS 16)

15.5p

13.2p

Basic earnings per share (including impact of IFRS 16)

15.9p

-

Diluted weighted average number of shares (thousands)

102,511

102,061

Diluted earnings per share (excluding impact of IFRS 16)

15.3p

13.1p

Diluted earnings per share (including impact of IFRS 16)

15.8p

-

12. Intangible assets

Goodwill Group

 £'000

Contracts, customer relationships and licences Group

£'000

Computer software Group

£'000

Total

Group

£'000

Cost:

At 1 May 2018

25,951

11,623

4,089

41,663

Additions

-

-

2,096

2,096

Disposals

-

-

-

-

Foreign currency adjustment

-

-

(12)

(12)

At 30 April 2019

25,951

11,623

6,173

43,747

Additions

-

-

951

951

Acquisitions (see note 29)

(3,499)

1,882

-

(1,617)

Credited to the income statement

3,499

-

-

3,499

Disposals

-

-

(120)

(120)

Foreign currency adjustment

-

-

6

6

At 30 April 2020

25,951

13,505

7,010

46,466

Accumulated amortisation:

At 1 May 2018

-

2,252

2,193

4,445

Charge for the year

-

1,185

788

1,973

Disposals

-

-

-

-

Foreign currency adjustment

-

-

(12)

(12)

At 30 April 2019

-

3,437

2,969

6,406

Charge for the year

-

1,240

874

2,114

Disposals

-

-

(3)

(3)

Foreign currency adjustment

-

-

1

1

At 30 April 2020

-

4,677

3,841

8,518

Net book value:

At 1 May 2018

25,951

9,371

1,896

37,218

At 30 April 2019

25,951

8,186

3,204

37,341

At 30 April 2020

25,951

8,828

3,169

37,948

 

The average remaining useful life of contracts and licences at 30 April 2020 is 7.3 years (2019: 7.5 years).

13. Impairment test for goodwill

The carrying amount of goodwill has been allocated to each cash-generating unit as follows:

2020

 Group

£'000

2019

Group

 £'000

Value-added logistics services

20,025

20,025

Commercial vehicles

5,926

5,926

Total

25,951

25,951

 

A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The recoverable amount of a CGU is determined based on value-in-use calculations.

The value-in-use calculations have used pre-tax cash flow projections based on the Board approved business plans for the three years ending 30 April 2023.

The business plans for the value-added logistics services segment take into account the annualised impact of contract wins in the year ended 30 April 2020 as well as confirmed new and ceasing contracts. The key judgment is the assumed new contract wins during the business plan period, which has been based on historical experience.

Subsequent cash flows are extrapolated using an estimated long-term growth rate of between 3.0% and 5.0% (2019: 3.0% and 5.0%) to perpetuity (2019: perpetuity). These are in line with what the Group considers the long-term growth rate is for the sectors in which the Group operates. The cash flows have then been discounted using a pre-tax risk adjusted discount rate of between 8.9% and 10.7% (2019: 8.5% and 10.3%). The forecasts of foreign operations are translated at the exchange rate ruling at the end of the year.

The Directors have concluded that no reasonably foreseeable change in the key assumptions would give rise to an impairment.

14. Property, plant and equipment

Leasehold property Group

 £'000

Motor vehicles Group

 £'000

Plant, machinery, fixtures & fittings

Group

 £'000

Total

 Group

 £'000

Cost:

At 1 May 2018

8,042

4,763

63,189

75,994

Additions

3,999

648

19,673

24,320

Acquisitions

-

-

-

-

Disposals

(212)

(753)

(742)

(1,707)

Foreign currency adjustment

(4)

(35)

(98)

(137)

At 30 April 2019

11,825

4,623

82,022

98,470

Transfer to right-of-use assets on transition¹

(6,925)

(1,527)

(44,292)

(52,744)

Transfer to right-of-use assets²

-

(205)

-

(205)

Additions

6,622

152

1,366

8,140

Acquisitions (see note 29)

-

-

2,899

2,899

Disposals

(20)

(352)

(503)

(875)

Foreign currency adjustment

1

17

(237)

(219)

Transfer from right-of-use assets3

-

-

-

-

At 30 April 2020

11,503

2,708

41,255

55,466

Accumulated depreciation:

At 1 May 2018

2,779

2,635

25,582

30,996

Charge for the year

883

791

5,752

7,426

Disposals

(212)

(602)

(527)

(1,341)

Foreign currency adjustment

(2)

(17)

(62)

(81)

At 30 April 2019

3,448

2,807

30,745

37,000

Transfer to right-of-use assets on transition¹

(240)

(886)

(11,937)

(13,063)

Transfer to right-of-use assets²

-

(61)

-

(61)

Charge for the year

1,090

239

1,915

3,244

Disposals

(20)

(347)

(243)

(610)

Foreign currency adjustment

(1)

8

(17)

(10)

Transfer from right-of-use assets3

-

-

-

-

At 30 April 2020

4,277

1,760

20,463

26,500

Net book value:

At 1 May 2018

5,263

2,128

37,607

44,998

At 30 April 2019

8,377

1,816

51,277

61,470

At 30 April 2020

7,226

948

20,792

28,966

1 Assets funded under finance leases or hire purchase agreements recognised under IAS 17 were reclassified on transition to IFRS 16.

2 Assets purchased in the prior year, where financing has been drawndown after transition to IFRS 16.

3 Assets funded under finance leases or hire purchase agreements, which are retained after repaying the finance are transferred to property, plant and equipment.

Additions to plant, machinery, fixtures & fittings include £79,000 (2019: £2,843,000) in respect of assets in the course of construction.

15. Right-of-use assets

Land and buildings Group

£'000

Vehicles Group

 £'000

Other

Group

£'000

Total

Group

 £'000

Cost:

At 30 April 2019

-

-

-

-

Opening balance on transition

151,811

7,158

5,536

164,505

Reclassification on transition¹

6,925

1,527

44,292

52,744

Transfer from property, plant and equipment²

-

205

-

205

Additions

4,426

6,847

2,496

13,769

Remeasurement of asset

388

-

-

388

Acquisitions (see note 29)

2,407

-

-

2,407

Disposals and other movements

(1,704)

(520)

(44)

(2,268)

Foreign currency adjustment

(158)

3

20

(135)

Transfer to property, plant and equipment3

-

-

-

-

At 30 April 2020

164,095

15,220

52,300

231,615

Accumulated depreciation:

At 30 April 2019

-

-

-

-

Reclassification on transition¹

240

886

11,937

13,063

Transfer from property, plant and equipment²

-

61

-

61

Charge for the year

20,960

4,529

7,457

32,946

Impairment

-

-

-

-

Disposals and other movements

(222)

(354)

(10)

(586)

Foreign currency adjustment

(76)

-

(6)

(82)

Transfer to property, plant and equipment3

-

-

-

-

At 30 April 2020

20,902

5,122

19,378

45,402

Net book value:

At 30 April 2019

-

-

-

-

At 30 April 2020

143,193

10,098

32,922

186,213

1 Assets funded under finance leases or hire purchase agreements recognised under IAS 17 were reclassified on transition to IFRS 16.

2 Assets purchased in the prior year, where financing has been drawndown after transition to IFRS 16.

3 Assets funded under finance leases or hire purchase agreements, which are retained after repaying the finance are transferred to property, plant and equipment.

16. Investment in equity-accounted investees

2020

Group

£'000

2019

Group

 £'000

Brought forward

865

1,278

Share of (loss) after tax for the period

(231)

(413)

Carried forward

634

865

 

The Company owns 50% of the issued capital and voting rights of Clicklink Logistics Limited ("Clicklink"), a company incorporated in Great Britain and registered in England and Wales. Clicklink provides services in respect of the sortation, fulfilment and delivery of one-man orders to Click and Collect customer collection points in the United Kingdom. On 1 November 2016 the Company subscribed for 1,000,000 A ordinary shares of £1 each in Clicklink, for aggregate consideration of £1,950,000. Clicklink commenced trading on 1 November 2016 and has a 31 January financial period end.

Summarised financial information from Clicklink's audited accounts for the year ended 31 January 2020 is set out below:

31 January 2020

£'000

31 January 2019

 £'000

Current assets

6,122

6,818

Non-current assets

4,093

4,349

Current liabilities

(4,690)

(5,611)

Non-current liabilities

(4,060)

(4,015)

Equity attributable to owners of the Company

1,465

1,541

 

Year ended

31 January 2020

£'000

Year ended

31 January 2019

 £'000

Revenue

27,315

22,616

Operating profit/(loss)

42

(1,381)

Interest payable and similar charges

(125)

(91)

Income tax credit/(expense)

7

286

(Loss) for the period

(76)

(1,186)

17. Inventories

2020

Group

 £'000

2019

Group

 £'000

Component parts and consumable stores

5,515

5,271

Commercial vehicles

5,601

4,195

Commercial vehicles on consignment

16,741

14,583

Total inventories net of provision for obsolescence

27,857

24,049

See below for the movements in the provision for obsolescence:

Group

£'000

At 1 May 2018

112

Charged for the year

82

Utilised

(35)

At 30 April 2019

159

Charged for the year

215

Utilised

(82)

At 30 April 2020

292

 

The cost of inventories recognised as an expense amounted to £87,066,000 (2019: £ 89,917,000).

Included within commercial vehicles is £1,299,000 (2019: £1,001,000) relating to assets held under lease liabilities.

18. Trade and other receivables

2020

Group

£'000

2019

Group

£'000

Trade receivables

63,383

57,688

Less: provision for impairment of receivables

(463)

(316)

Trade receivables - net

62,920

57,372

Other receivables

1,749

4,328

Amounts receivable from related parties (see note 28)

2,069

2,089

Contract assets

13,303

16,111

Prepayments

22,701

16,447

Total trade and other receivables

102,742

96,347

 

The contract asset receivables relate to the Group's rights to consideration for work completed but not billed at the reporting date. They are transferred to receivables when the amounts are invoiced.

See note 27 on credit risk of trade receivables, which explains how the Group manages and measures credit quality of trade receivables that are neither past due nor impaired.

See below for the movements in the provision for impairment:

Group

£'000

At 1 May 2018

455

Charged for the year

43

Foreign currency adjustment

-

Utilised

(182)

At 30 April 2019

316

Charged for the year

477

Foreign currency adjustment

-

Utilised

(330)

At 30 April 2020

463

 

Concentrations of credit risk with respect to trade receivables are limited due to the Group's customer base being large, unrelated and blue chip. Due to this, management believes there is no further credit risk provision required in excess of normal provision for doubtful receivables. The average credit period taken on sale of goods or services is 38 days (2019: 38 days).

The Group applies the simplified approach permitted by IFRS 9, which requires the application of a lifetime expected loss provision to trade receivables. The provision calculations are based on historic credit losses applied to older balances. The basis of this provision is the historical credit losses over the past 5 years as a percentage of total revenue. This approach is followed for all receivables unless there are specific circumstances which would render the receivable irrecoverable and therefore require a specific provision. A provision is made against trade receivables until such time as the Group believes the amount to be irrecoverable, after which the trade receivable or contract receivables balance is written off. Based on these calculations and managements review, there were no material individual impairments of trade receivables or contract receivables.

The ageing analysis of trade receivables was as follows:

Total

 £'000

Neither past due nor impaired £'000

Past due but not impaired

30-60 days £'000

60-90 days £'000

> 90 days £'000

30 April 2020

62,920

50,068

4,296

1,991

6,565

30 April 2019

57,372

49,284

4,044

1,215

2,829

19. Cash and cash equivalents

2020

Group

 £'000

2019

 Group

 £'000

Cash and cash equivalents

2,724

3,517

Bank overdraft

-

-

Total cash and cash equivalents

2,724

3,517

20. Trade and other payables

2020

Group

£'000

2019

 Group

£'000

Trade payables

47,250

40,221

Consignment inventory payables

23,579

21,422

Amounts payable to related parties (see note 28)

355

227

Other taxes and social security

21,524

11,148

Other payables

2,868

5,762

Contract liabilities

22,423

24,557

Accruals

12,814

22,645

Total trade and other payables

130,813

125,982

 

The contract liabilities primarily relate to the consideration invoiced to customers in advance of the work being completed.

21. Financial liabilities: borrowings

2020

Group

£'000

2019

Group

 £'000

Non-current:

Bank loans

126

17,307

Obligations under finance leases or hire purchase agreements¹

-

21,803

Total non-current

126

39,110

Current:

Bank loans

19,315

785

Obligations under finance leases or hire purchase agreements¹

-

11,500

Total current

19,315

12,285

Total borrowings

19,441

51,395

Add: Lease liabilities (see note 22)

202,284

-

Less: Cash and cash equivalents

2,724

3,517

Non-current financial assets (see note 28)

1,950

1,950

Net debt (including leases)

217,051

45,928

Less: IAS 17 'operating leases'²

(172,001)

-

Net debt (excluding leases)

45,050

45,928

1 On transition to IFRS 16 on 1 May 2019, finance leases and hire purchase agreements were reclassified as lease liabilities.

2 IAS 17 'operating leases' relate to those leases that were recognised as operating leases in the prior year but are now recognised as lease liabilities under IFRS 16.

The maturity analysis of the bank loans at 30 April is as follows:

2020

Group

£'000

2019

Group

 £'000

In one year or less

19,315

785

Between one and five years

126

17,307

After five years

-

-

Total bank loans

19,441

18,092

 

The principal lender has security over all assets of the Group's UK operations. The Group's principal bank facilities were increased in January 2019 and at 30 April 2020 the facility available was £45,000,000. In October 2019, there was a re-designation of the facility which now consists of:

·

a Revolving Credit Facility of £34,000,000 repayable in January 2021; interest rate 1.75% above LIBOR. The amount drawn at 30 April 2020 was £19,000,000 (2019: £17,000,000);

·

a committed overdraft of £8,000,000. The amount drawn at 30 April 2020 was £nil (2019: £nil); and

·

bonds and guarantees of £3,000,000.

In August 2020 the Group's principal banking facilities were extended for a further three years.

In addition to the Revolving Credit Facility above, other items included within bank loans at 30 April 2020 are as follows:

·

other bank loans - £544,000 repayable in monthly instalments over periods between 2 and 36 months; interest rates fixed at between 3.72% and 4.56%; and

·

unamortised debt issue costs of £103,000 in relation to the principal facilities, which have been deducted from the total outstanding bank loans.

Changes in liabilities from financing activities:

Bank loans £'000

 Lease liabilities

£'000

At 1 May 2019

18,092

33,303

Changes from financing cash flows

Drawdown of bank loans

2,000

-

Repayment of bank loans

(789)

-

New finance leases in respect of additions to property, plant and equipment

-

5,654

Payment of principal on lease liabilities

-

(43,340)

Total changes from financing cash flows

1,211

(37,686)

Changes arising from obtaining or losing control of subsidiaries or other business

-

-

The effect of changes in foreign exchange rates

-

(329)

Other changes

Lease liabilities arising on transition to IFRS 16

-

187,357

New lease liabilities in respect of right-of-use assets

-

9,711

Acquisition

-

2,183

Remeasurement of lease liabilities

-

388

Disposal of lease liabilities

-

(1,689)

New lease liabilities in respect of additions to property, plant and equipment

-

564

New lease liabilities in respect of commercial vehicle inventories

-

444

Finance costs

138

8,038

Total other changes

138

206,996

At 30 April 2020

19,441

202,284

22. Lease liabilities

22.1 Lease liabilities movement

Land and buildings Group

£'000

Vehicles Group

£'000

Other

Group

£'000

Total

 Group

£'000

At 30 April 2019

-

-

-

-

Opening balance on transition

174,135

7,395

5,827

187,357

Reclassification of leases within borrowings

-

1,481

31,822

33,303

At 1 May 2019

174,135

8,876

37,649

220,660

Additions

2,110

7,319

6,944

16,373

Remeasurement of lease

388

-

-

388

Acquisition

2,183

-

-

2,183

Disposals

(1,569)

(84)

(36)

(1,689)

Repayments

(27,233)

(4,791)

(11,316)

(43,340)

Interest

7,418

367

253

8,038

Foreign currency adjustment

(174)

1

(156)

(329)

At 30 April 2020

157,258

11,688

33,338

202,284

22.2 Lease liabilities outstanding

2020

Group

£'000

2019

Group

£'000

The present value of lease liabilities is as follows:

Within one year

38,378

-

Later than one year and not later than five years

110,257

-

Later than five years

53,649

-

Total lease liabilities

202,284

-

 

In prior periods, the Group only recognised lease assets and lease liabilities in relation to leases that were classified as 'finance leases' under IAS 17 'Leases'. For adjustments recognised on adoption of IFRS 16 on 1 May 2019 see note 30.

The expense relating to short term and low value leases was £2,572,000. The expense relating to variable lease payments not included in lease liabilities was £nil. Income recognised from subleasing was £nil.

The total cash outflow for leases, including short term and low value leases, in the year ended 30 April 2020 was £45,912,000 (2019: £46,543,000).

22.3 Opening lease liabilities reconciliation

A reconciliation of operating lease commitments disclosed at 30 April 2019 to the lease liability recognised on transition to IFRS 16 on 1 May 2019 is as follows:

Land and buildings £'000

Other

 £'000

Total

Group

£'000

Operating lease commitment disclosed as at 30 April 2019

Within one year

24,186

5,776

29,962

Between one and five years

83,496

6,339

89,835

After more than five years

74,188

-

74,188

Total minimum lease payments

181,870

12,115

193,985

Add: expected lease extensions post 30 April 2019

4,000

-

4,000

Add: finance leases and hire purchase agreements reclassified

-

33,303

33,303

Add: rent increases

315

-

315

Add: additional leases recognised under IFRS 16

-

1,880

1,880

Less: short-term/low value leases not capitalised on transition

-

(125)

(125)

Revised commitment as at 1 May 2019

186,185

47,173

233,358

Discounted at weighted average incremental rate of borrowing

174,135

46,525

220,660

Of which:

Current lease liabilities

16,876

19,695

36,571

Non-current lease liabilities

157,259

26,830

184,089

Total lease liabilities as at 1 May 2019

174,135

46,525

220,660

23. Provisions

Redundancy provision Group

£'000

Onerous contracts Group

£'000

Uninsured losses

 Group

£'000

Dilapidations Group

£'000

Total

Group

 £'000

At 1 May 2018

-

17

-

1,547

1,564

Utilised

-

(17)

(168)

(84)

(269)

Charged in year

-

-

168

361

529

At 30 April 2019

-

-

-

1,824

1,824

Recognition of dilapidation provision on IFRS 16 leases

-

-

-

4,086

4,086

Additions to right-of-use asset

-

-

-

233

233

Acquisition

400

-

-

224

624

Utilised

-

-

(122)

(498)

(620)

Charged in year

-

-

122

367

489

Foreign exchange adjustment

-

-

-

(16)

(16)

At 30 April 2020

400

-

-

6,220

6,620

Provisions have been analysed between current and non-current as follows:

2020

 Group

 £'000

2019

Group

£'000

Current

99

214

Non-current

 6,521

1,610

Total

6,620

1,824

Redundancy provisions

As part of the business combination, a redundancy provision was acquired. See note 29.1.

Onerous contracts

Following a reorganisation of the commercial vehicles business in the year ended 30 April 2013, which included the closure of a facility, the Group was unsuccessful in its efforts to sub-let the closed premises. The Directors therefore made a provision in the year ended 30 April 2014 for the rent that was payable until the expiry of the lease in September 2018.

Uninsured losses

The uninsured losses provision is in respect of the cost of claims (generally for commercial vehicles and employment related) which are either not insured externally or fall below the excess on the Group's insurance policies.

Dilapidations

Prior to adoption of IFRS 16, provisions were established over the life of leases to cover remedial work necessary at termination under the terms of those leases.

On transition to IFRS 16, the balance of expected dilapidation provision for each property was included in the calculation of the right-of-use asset.

24. Share capital

2020

Group

£'000

2019

Group

£'000

Allotted, called up and fully paid:

101,662,415 (2019: 101,614,522) ordinary shares of 0.05p each

51

51

 

During the year the Company issued 47,893 ordinary shares to satisfy employee share options, for aggregate consideration of £114,000. The new shares rank pari passu with all existing ordinary shares in issue. See also note 25 below.

25. Share based payments

The Clipper Performance Share Plan ("PSP") was approved by shareholders on 29 September 2014. The PSP enables selected Directors and employees of the Group to be granted awards in respect of ordinary shares. Share Awards under the PSP will ordinarily be structured as nil cost share options with the vesting of Share Awards being subject to performance conditions measured over a period of at least three years. A summary of the principal terms of the PSP, including vesting conditions, is contained in the Directors' Remuneration Report on pages 50 to 64 contained in the Company's 2020 Annual Report and Accounts (available to download from www.clippergroup.co.uk/report-accounts/).

The Clipper Sharesave Plan is a share plan for all UK employees in the Group, and offers them the opportunity to acquire an interest in shares in the Company on favourable terms within the long-standing regime allowed by HMRC legislation. All UK staff are invited to participate on the same terms, and employees who choose to participate are granted an option over shares in the Company, with the exercise of that option being funded by the proceeds of a savings contract taken out by the relevant employee, under which the employee saves a set amount each month over a set period. The options granted in the prior year were offered with a three year savings contract, under which the employee could elect to save between £5 and £500 per month.

Option movements and weighted average exercise prices ("WAEP") during the year were as follows:

Date

PSP Number

WAEP

Sharesave Number

WAEP

Outstanding 1 May 2018

1,647,665

nil

1,165,834

311.64p

Granted during the year

671,645

nil

2,007,277

193.34p

Forfeited during the year

(441,859)

nil

(603,320)

346.10p

Exercised during the year

(64,964)

nil

(189,035)

185.11p

Outstanding 30 April 2019

1,812,487

nil

2,380,756

213.21p

Granted during the year

-

nil

-

-

Forfeited during the year

(412,510)

nil

(421,652)

232.38p

Exercised during the year

-

nil

(47,893)

239.34p

Outstanding 30 April 2020

1,399,977

nil

1,911,211

208.33p

 

At 30 April 2020, the range of exercise prices for the various schemes were 193.34p - 379.74p (2019: 193.34p - 379.74p). At 30 April 2020, the weighted average remaining contractual life was 2.3 years (2019: 2.7 years).

At 30 April 2020, PSP options over 507,568 (2019: 507,568) and Sharesave options over 103,131 (2019: 105,776) of the above shares were exercisable.

The cost of the options is recognised over the expected vesting period. The total charge for the year ended 30 April 2020 relating to employee share based payment plans was £348,000 (2019: credit of £1,178,000). The fair value of share options at 30 April 2020 to be amortised in future years was £809,000 (2019: £1,538,000).

All share based payments in both years are equity settled.

26. Capital commitments

2020

Group

£'000

2019

 Group

 £'000

Authorised and contracted for

1,243

2,002

Authorised, but not contracted for

2,392

6,567

Total capital commitments

3,635

8,569

27. Financial instruments and financial risk management objectives and policies

In accordance with IFRS 9 ('Financial Instruments') the Group has reviewed all contracts for embedded derivatives that are required to be separately accounted for if they do not meet certain requirements. The Group did not identify any such derivatives.

The Group is exposed to a number of different market risks in the normal course of business including credit, interest rate and foreign currency risks.

Credit risk

Credit risk predominantly arises from trade receivables and cash and cash equivalents. The Group has a customer credit policy in place and the exposure to credit risk is monitored on an ongoing basis. External credit ratings are obtained for customers; Group policy is to assess the credit quality of each customer before accepting any terms of trade.

Internal procedures take into account customers' financial positions as well as their reputation within the industry and past payment experience. Cash and cash equivalents and derivative financial instruments are held with AAA or AA rated banks. Financial instruments classified as fair value through profit and loss and available for sale are all publicly traded on the UK London Stock Exchange. Given the high credit quality of counterparties with whom the Group has investments, the Directors do not expect any counterparty to fail to meet its obligations.

At 30 April 2020 there were no significant concentrations of credit risk (2019: £nil). The Group's maximum exposure to credit risk, gross of any collateral held, relating to its financial assets is equivalent to their carrying value. All financial assets have a fair value which is equal to their carrying value, as a consequence of their short maturity. The Group did not have any financial instruments that would mitigate the credit exposure arising from the financial assets designated at fair value through profit or loss in either the current or the preceding financial year.

Interest rate risk

The Group adopts a policy of ensuring that there is an appropriate mix of fixed and floating rates in managing its exposure to changes in interest rates on borrowings. Interest rate swaps are entered into, where necessary, to achieve this appropriate mix.

Interest rate sensitivity

The Group's borrowings are largely denominated in Pounds Sterling and the Group is therefore exposed to a change in the relevant interest rate. With all other variables held constant, the impact of a reasonably possible increase in interest rates of 50 basis points (2019: 50 points) on that portion of borrowings affected, would be to reduce the Group's profit before tax by £103,000 (2019: £189,000).

Foreign currency risk

The Group is exposed to foreign currency risk on sales, purchases and borrowings that are denominated in currencies other than Pounds Sterling. The currencies giving rise to this risk are primarily the Euro and Polish zloty. The volume of transactions denominated in foreign currencies is not significant to the Group.

The exposure to a short-term fluctuation in exchange rates on the investment in foreign subsidiaries is not expected to have a material impact on the results of the Group.

Capital management

The Group's main objective when managing capital is to protect returns to shareholders by ensuring the Group will continue to trade profitably in the foreseeable future. The Group also aims to maximise its capital structure of debt and equity so as to minimise its cost of capital.

The Group manages its capital with regard to the risks inherent in the business and the sector within which it operates by monitoring its gearing ratio on a regular basis and adjusting the level of dividends paid to ordinary shareholders.

The Group considers its capital to include equity and net debt. Net debt includes short-term and long-term borrowings (including overdrafts and lease obligations) net of cash and cash equivalents.

The Group has not made any changes to its capital management during the year. The Group has no long-term gearing ratio target. Borrowings are taken out to invest in the acquisition of subsidiaries, new sites or distribution centres and are considered as part of that investment appraisal. Key measures monitored by the Group are interest cover and net debt compared to earnings before interest, tax, depreciation and amortisation.

In order to achieve the overall objective, the Group's capital management, amongst other things, aims to ensure that it meets financial covenants attached to the borrowings. The Group has satisfied all such financial covenants in both years.

2020

Group

£'000

2019

Group

£'000

EBIT (excluding impact of IFRS 16)

24,077

20,213

Finance costs (net) (excluding impact of IFRS 16)

2,722

2,141

Interest cover

8.8

9.4

 

2020

 Group

£'000

2019

 Group

£'000

EBIT (excluding impact of IFRS 16)

24,077

20,213

Depreciation and impairment of property, plant and equipment (note 14)

3,244

7,426

Depreciation and impairment of lease liabilities (note 15)

32,946

-

Amortisation and impairment of computer software (note 12)

874

788

Earnings before interest, tax, depreciation and amortisation (EBITDA) (including impact of IFRS 16)

61,141

28,427

Less: Depreciation and impairment of 'IAS 17' operating leases

26,557

-

Earnings before interest, tax, depreciation and amortisation (EBITDA) (excluding impact of IFRS 16)

34,584

28,427

Net debt (note 21)

45,050

45,928

Net debt/EBITDA

1.30

1.62

Liquidity risk

Management closely monitors available bank and other credit facilities in comparison to the Group's outstanding commitments on a regular basis to ensure that the Group has sufficient funds to meet the obligations of the Group as they fall due.

The Board receives regular cash forecasts which estimate the cash inflows and outflows over the next 24 to 36 months, so that management can ensure that sufficient financing can be arranged as it is required. The Group would normally expect that sufficient cash is generated in the operating cycle to meet the contractual cash flows as disclosed above through effective cash management.

Estimation of fair values

The main methods and assumptions used in estimating the fair values of financial instruments are as follows:

·

interest-bearing loans and borrowings: fair value is calculated based on discounted expected future principal and interest cash flows; and

·

trade and other receivables/payables: the notional amount for trade receivables/payables with a remaining life of less than one year are deemed to reflect their fair value.

 

2020

Book value

£'000

2020

Fair value £'000

2019

Book value £'000

2019

Fair value £'000

Non-current financial assets

1,950

1,907

1,950

1,950

Current financial assets:

Cash and cash equivalents

2,724

2,724

3,517

3,517

Trade and other receivables

102,742

102,742

96,347

96,347

Liabilities:

Bank overdraft

-

-

-

-

Short-term borrowings

(19,315)

(19,315)

(12,285)

(12,285)

Lease liabilities: short term

(38,378)

(38,378)

-

-

Trade and other payables

(130,813)

(130,813)

(125,982)

(125,982)

Long-term borrowings

(126)

(120)

(39,110)

(38,830)

Lease liabilities: long term

(163,906)

(163,411)

-

-

 

Long-term borrowings are classified as Level 2 (items with significant observable inputs) financial liabilities under IFRS 13. There have been no transfers between Level 1 and Level 2 financial instruments during the year.

28. Related party disclosures

Clicklink Logistics Limited (see note 16) is a supplier of logistics services to the Group. The Group provides certain resources to Clicklink, principally people and vehicles, under the terms of the joint venture agreement. Amounts charged for these resources are included in revenue.

Branton Court Stud LLP, in which Steve Parkin is a partner, receives management, recharge of expenditure and administration services from the Group. During the year £588,000 (2019: £590,000) was recharged to Branton Court Stud LLP for management time of Directors and other key management personnel in proportion to the time spent on non-Clipper-related activities. In addition, £2,000 was charged in relation to vehicle repair services.

Additionally, in the previous financial year, the Group recognised a credit from Branton Court Stud LLP of £977,000 in respect of Branton Court's contribution to costs incurred by the Group in respect of a one-off event.

In the year, the Group paid Branton Court Stud LLP £70,000 (2019: £120,000) received in relation to horse race winnings. These monies were not intended for the Group and were paid to Branton Court on the same day.

Guiseley Association Football Club shares a common director with Clipper Logistics plc.

Harrogate Road Restaurants Limited shares a common director with Clipper Logistics plc.

Hamsard 3476 Limited, a company controlled by Steve Parkin, receives property-related services from the Group.

Knaresborough Real Estate Limited, a company owned by Steve Parkin, is the landlord of one of the Group's leasehold properties.

Roydhouse Properties Limited is the landlord of two of the Company's leasehold properties and has common directors with Clipper Logistics plc.

Southerns Office Interiors Limited supplied office furniture to the Group and was a customer of the commercial vehicles segment. A company owned by Steve Parkin is registered as a person with significant control over Southerns Limited, the ultimate parent of Southerns Office Interiors Limited.

In the prior year, the Group entered into a framework agreement with Styles & Wood Limited, a company which shares common directors. A payment of £2.0 million was advanced in relation to the agreed works on 27 June 2018. The agreement was subsequently cancelled and the payment was returned by 20 August 2018. No such transactions occurred in the year ended 30 April 2020.

During the year, £138,000 was received from Steve Parkin repaying Clipper for personal expenditure incurred on a company credit card. At 30 April 2020 £nil was outstanding.

In the prior year, the Company advanced two petty cash amounts totalling £27,000 to David Hodkin in exchange for personal cheques from David Hodkin. In both cases, there was a short period of time elapsing between David's withdrawal of the cash and Clipper's subsequent cashing of the cheque. No such transactions occurred in the year ended 30 April 2020.

28. Related party disclosures

Balances owing to or from these related parties at 30 April were as follows:

2020

Group

£'000

2019

Group

£'000

Non-current financial assets:

Clicklink Logistics Limited - interest-bearing loan

1,950

1,950

Trade and other receivables:

Clicklink Logistics Limited - trading balance

2,066

1,626

Branton Court Stud LLP

2

461

Knaresborough Investments Limited

-

-

Southerns Office Interiors Limited

1

2

Trade and other payables:

Clicklink Logistics Limited

179

227

Roydhouse Properties Limited

176

-

 

The shareholders in Clicklink Logistics Limited have jointly made available to that company a term loan facility of £3,900,000 of which the Company's 50% share is £1,950,000. Interest on each loan is calculated at a margin above 12 month LIBOR and is payable annually. All loans drawn under the facility are repayable in November 2022.

Transactions with these related parties in the year ended 30 April were as follows:

2020

Group

 £'000

2019

Group

£'000

Items credited to the income statement:

Clicklink Logistics Limited - revenue

19,088

20,392

Clicklink Logistics Limited - finance income

59

52

Branton Court Stud LLP

590

2,097

Hamsard 3476 Limited

-

3,100

Knaresborough Investments Limited

-

174

Harrogate Road Restaurants Limited

-

-

Southerns Office Interiors Limited

9

7

Items charged to the income statement:

Clicklink Logistics Limited

2,438

2,750

Branton Court Stud LLP

-

129

Hamsard 3476 Limited

-

145

Knaresborough Investments Limited

1

176

Knaresborough Real Estate Limited

265

360

Roydhouse Properties Limited

808

910

Southerns Office Interiors Limited

-

17

Guiseley Association Football Club

-

25

29. Business combinations

29.1 Raven Mill operation

In April 2019, the Company entered into a series of contracts with a customer, which when combined represented a business combination in accordance with IFRS 3 'Business Combinations'. The acquisition consists of premises, assets and a workforce, together carrying out a logistics service business that is now carried out by the Company. The business acquired is an unincorporated entity. Several areas required significant judgment by management, in particular that the transfer of employees under TUPE and the lease of the premises commenced only after the year end, limiting the ability of the Group to control the relevant activities of the acquired business. On balance the Group has concluded that the effective date of the business combination is 1 July 2019 and that this series of transactions should be reflected within the year ended 30 April 2020. This is when management concluded that control has passed to the Group. The Group has carried out a fair value exercise of the business combination, which gives rise to 'negative goodwill' of £3,499,000. The 'negative goodwill' is recognised within the Company income statement in the year ended 30 April 2020.

The fair value table for the business combination is shown below.

Purchase consideration and cash flows:

£'000

Cash consideration paid in the year

2,899

Cash consideration receivable

(2,765)

Total net consideration payable

134

Acquisition:

Fair values £'000

Assets:

Property, plant and equipment

2,899

Right-of-use asset

2,407

Customer relationship

1,882

Liabilities:

Lease liabilities

(2,183)

Non-current provisions

(624)

Deferred tax liabilities

(748)

Total identifiable net assets at fair value

3,633

'Negative goodwill' arising on acquisition

(3,499)

Total consideration

134

 

As part of the series of transactions, the customer will pay, in the year ending 30 April 2021, the Company consideration in return for the Company assuming certain potential liabilities. This results in the net consideration payable being less than the fair value of net assets acquired, principally the customer relationship, which gave rise to 'negative goodwill'.

Professional fees and costs in relation to the acquisition amounted to £41,000 and have been charged to the income statement.

29.2 RepairTech Limited

In June 2018, the Company paid deferred consideration of £500,000 in relation to the acquisition of the entire issued share capital of RepairTech Limited on 15 June 2017.

30. IFRS 16 transition

The impact on the statement of financial position at the date of transition was as follows:

Note

At 30 April 2019Group£'000

IFRS 16 adjustmentGroup£'000

At 1 May 2019Group£'000

Assets:

Non-current assets

Goodwill

25,951

-

25,951

Other intangible assets

11,390

-

11,390

Intangible assets-

37,341

-

37,341

Property, plant and equipment

1

61,470

(39,681)

21,789

Right-of-use assets

2

-

204,186

204,186

Investment in subsidiaries

865

865

Non-current financial assets

1,950

1,950

Deferred tax assets

3

-

1,613

1,613

Total non-current assets

101,626

166,118

267,744

Current assets

Inventories

24,049

-

24,049

Trade and other receivables

4

96,347

(4,915)

91,432

Cash and cash equivalents

3,517

-

3,517

Total current assets

123,913

(4,915)

118,998

Total assets

225,539

161,203

386,742

Equity and liabilities:

Current liabilities

Trade and other payables

4

125,982

(8,293)

117,689

Financial liabilities: borrowings

5

12,285

(11,500)

785

Lease liabilities: Short term

6

-

36,571

36,571

Short-term provisions

214

-

214

Current income tax liabilities

803

-

803

Total current liabilities

139,284

16,778

156,062

Non-current liabilities

Financial liabilities: borrowings

5

39,110

(21,803)

17,307

Lease liabilities: long term

6

-

184,089

184,089

Long-term provisions

4

1,610

4,086

5,696

Deferred tax liabilities

3

2,320

(2,320)

-

Total non-current liabilities

43,040

164,052

207,092

Total liabilities

182,324

180,830

363,154

Equity shareholders' funds

Share capital

51

-

51

Share premium

2,060

-

2,060

Currency translation reserve

(108)

-

(108)

Other reserve

84

-

84

Merger reserve

6,006

-

6,006

Share based payment reserve

1,643

-

1,643

Retained earnings

7

33,479

(19,627)

13,852

Total equity attributable to the owners of the Company

43,215

(19,627)

23,588

Total equity and liabilities

225,539

161,203

386,742

 

1 Assets previously recognised within property, plant and equipment under IAS 17 relating to finance leases were transferred as right-of-use assets at their book value at the date of transition.

2 Right-of-use assets: valued at an amount equal to the carrying amount as if IFRS 16 had been applied since the start of the lease, but applying the incremental rate of borrowing at the 1 May 2019 (date of transition).

3 Deferred tax asset: as per IAS 12, the net liability recognised on transition to IFRS 16 creates a temporary timing difference from that which will be deducted for tax purposes, therefore a deferred tax asset is recognised.

4 Reclassification of balance sheet items: lease incentive accruals, dilapidation provisions and lease prepayments have been reclassified on transition to IFRS 16.

5 Reclassification of lease liabilities: finance lease and hire purchase agreements previously recognised under IAS 17 have been reclassified to lease liabilities from financial liabilities: borrowings.

6 Lease liabilities: measured at the present value of the remaining lease payments, discounted using the Group's weighted average incremental borrowing rate (see critical accounting estimates and judgments on page 87 for more details).

7 Retained earnings adjustment: the Group has calculated the right-of-use asset as though IFRS 16 had been applied since the start of the lease and depreciated, resulting in a charge to retained earnings as the carrying value of right-of-use assets is lower than the finance lease liabilities recognised.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
FR VXLFLBVLLBBF
Date   Source Headline
24th May 20224:43 pmRNSForm 8.5 (EPT/NON-RI) GXO Logistics, Inc Amendment
24th May 20224:38 pmRNSForm 8.5 (EPT/NON-RI) GXO Logistics, Inc Amendment
24th May 20224:11 pmBUSForm 8.3 - Clipper Logistics plc
24th May 20223:30 pmRNSForm 8.3 - CLG LN
24th May 20223:20 pmRNSForm 8.3 - Clipper Logistics plc
24th May 20223:17 pmRNSForm 8.3 - Clipper Logistics plc
24th May 20223:15 pmRNSForm 8.3 - GXO Logistics, Inc
24th May 20223:08 pmRNSForm 8.3 - GXO Logistics, Inc.
24th May 20222:34 pmRNSForm 8.3 - GXO LOGISTICS INC
24th May 20221:57 pmRNSCompletion of Recommended Cash and Share Offer
24th May 20221:38 pmRNSForm 8.3 - Clipper Logistics plc
24th May 20221:20 pmGNWInvesco Ltd.: Form 8.3 - Clipper Logistics PLC
24th May 20221:01 pmRNSForm 8.3 - GXO Logistics, Inc
24th May 202211:30 amRNSForm 8.5 (EPT/NON-RI) GXO Logistics, Inc
24th May 202211:30 amRNSForm 8.5 (EPT/NON-RI) GXO Logistics, Inc
24th May 202211:26 amRNSForm 8.5 (EPT/NON-RI) Clipper Logistics plc
24th May 20227:46 amGNWForm 8.5 (EPT/RI) Clipper Logistics Plc
24th May 20227:30 amRNSSuspension - Clipper Logistics PLC
23rd May 20224:27 pmRNSNotification of Major Holdings
23rd May 20224:23 pmRNSNotification of Major Holdings
23rd May 20224:16 pmRNSForm 8.5 (EPT/NON-RI) GXO Logistics, Inc
23rd May 20224:15 pmRNSForm 8.5 (EPT/NON-RI) GXO Logistics, Inc
23rd May 20224:13 pmRNSForm 8.5 (EPT/NON-RI) Clipper Logistics plc
23rd May 20223:30 pmRNSForm 8.3 - CLG LN
23rd May 20223:25 pmRNSForm 8.3 - Clipper Logistics plc
23rd May 20223:20 pmRNSForm 8.3 - Clipper Logistics plc
23rd May 20223:15 pmBUSForm 8.3 - Clipper Logistics plc
23rd May 20223:04 pmRNSForm 8.3 - GXO LOGISTICS INC
23rd May 20223:02 pmRNSForm 8.3 - GXO Logistics, Inc.
23rd May 20222:46 pmRNSForm 8.3 - GXO Logistics, Inc
23rd May 20222:00 pmRNSForm 8.3 - CLG LN
23rd May 20221:27 pmRNSForm 8.3 - GXO Logistics, Inc
23rd May 202211:52 amRNSForm 8.3 - Clipper Logistics plc
23rd May 20228:57 amRNSForm 8.3 - Clipper Logistics Plc
23rd May 20228:49 amRNSForm 8.5 (EPT/RI) - Clipper Logistics Plc
23rd May 20228:32 amGNWForm 8.5 (EPT/RI) Clipper Logistics Plc
20th May 20224:07 pmRNSRule 2.9 announcement
20th May 20223:30 pmRNSForm 8.3 - CLG LN
20th May 20223:22 pmRNSForm 8.5 (EPT/NON-RI) GXO Logistics, Inc Amendment
20th May 20223:21 pmRNSForm 8.3 - GXO Logistics, Inc
20th May 20223:20 pmRNSForm 8.3 - Clipper Logistics plc
20th May 20223:20 pmRNSForm 8.3 - Clipper Logistics plc
20th May 20223:15 pmRNSForm 8.3 -Clipper Logistics plc
20th May 20223:15 pmBUSForm 8.3 - Clipper Logistics plc
20th May 20223:14 pmRNSForm 8.3 - GXO LOGISTICS, INC
20th May 20223:00 pmBUSForm 8.3 - Clipper Logistics plc
20th May 20222:58 pmRNSForm8.5(EPT/NON-RI)Clipper Logistics plc Amendment
20th May 20221:03 pmRNSForm 8.3 - GXO Logistics, Inc
20th May 202212:53 pmRNSScheme sanctioned by Court
20th May 202212:00 pmRNSForm 8.3 - Clipper Logistics plc

Due to London Stock Exchange licensing terms, we stipulate that you must be a private investor. We apologise for the inconvenience.

To access our Live RNS you must confirm you are a private investor by using the button below.

Login to your account

Don't have an account? Click here to register.

Quickpicks are a member only feature

Login to your account

Don't have an account? Click here to register.