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Final Results

2 Aug 2016 07:00

RNS Number : 9090F
Clipper Logistics plc
02 August 2016
 

Clipper Logistics plc

Final Results for the year ended 30 April 2016

 

Clipper Logistics plc ("Clipper", "the Group", or "the Company"), a leading provider of value-added logistics solutions and e-fulfilment and returns management services to the retail sector, is pleased to announce its Full Year Results for the year ended 30 April 2016.

 

Financial Highlights for the year ended 30 April 2016

·

Group revenue increased by 23.7% from £234.8 million to £290.3 million.

·

Basic earnings per share increased by 41.1% to 10.3p (2015: 7.3p).

·

Group Adjusted EBIT1 increased by 21.0% from £12.0 million to £14.5 million.

·

Adjusted earnings per share2 increased by 22.6% to 10.3p (2015: 8.4p).

·

Group profit for the financial year3 increased by 41.1% from £7.3 million to £10.3 million.

·

Dividend per share increased by 25.0% to 6.0p (2015: 4.8p).

 

1 Adjusted EBIT is defined as operating profit excluding discontinuing and exceptional costs.

2 Adjusted earnings per share is based on profit attributable to ordinary equity holders adjusted by adding back discontinuing and exceptional costs, and adjusting for the tax thereon.

3 Including discontinuing costs of £nil (2015: £0.3m) and exceptional costs of £nil (2015: £0.9m).

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

 

Operational Highlights for the year ended 30 April 2016

·

Successfully launched a Click and Collect collaboration with John Lewis, with plans to roll out across the Clipper customer base.

·

Commenced operations on the Pep&Co, Haddad and Zara contracts secured in FY15.

·

Secured new contract wins in the year with Browns (a Farfetch brand) and M&Co, both of which launched in FY16, and Kidly which launched in early FY17.

·

Secured increased space, rate and/or activity commitments with existing customers including British American Tobacco, Sainsbury's, SuperGroup, Bench, Wilko, Mint Velvet and Philip Morris.

·

Signed two new flagship 10 year leases in Northampton, one for 342,000 sq ft for exclusive use by Zara and one for 304,000 sq ft for a shared use facility with John Lewis as the anchor tenant. The John Lewis facility combines the service offerings of both Clipper and Servicecare.

·

Implemented a significant project for a single pool of stock with SuperGroup, making all inventory available to retail and e-commerce operations.

·

Increased the capacity at a number of our existing sites completing mezzanine floor builds at Swadlincote and Milton Keynes, with another two to be added in FY17 at Harlow and Northampton (Zara).

·

Strong performance in commercial vehicles division driven by new vehicle sales and aftersales activities.

·

Good progress in Servicecare in line with expectations. New Managing Director appointed to drive future growth and development strategy.

 

Post Year End Highlights

·

Subsequent to the 30 April 2016 year end, the Company also secured new contract wins with Links of London, and John Lewis for pre- retail and returns services

 

Steve Parkin, Executive Chairman of Clipper commented:

"The Group is proud of its reputation as a leader in the development of innovative logistics solutions to meet the challenges of retailers in an increasingly changing consumer landscape. Our latest set of full year results reflects the confidence that our customers, both long-standing and new, place in our ability to provide services that allow them to consistently achieve their service proposition to their customers. Clipper's strategy of driving organic growth and seeking targeted acquisitions, whilst working with some of the UK's most recognised and respected brands, continues to drive shareholder value. Our new financial year has started well with a strong pipeline of opportunities and we look forward to updating the market as these crystallise in the coming months. In addition, our new Click and Collect solution for the high street, developed in collaboration with John Lewis, will provide nationwide coverage from the Autumn and we are in discussions with a number of retailers about this unique service."

 

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.

 

ENQUIRIES

Clipper:

+44 (0)11 3204 2050

Steve Parkin, Executive Chairman

Tony Mannix, Chief Executive Officer

David Hodkin, Chief Financial Officer

Bell Pottinger LLP:

+44 (0) 20 3772 2500

David Rydell

Dan de Belder

James Newman

 

Chairman's Statement

 

As Chairman of Clipper Logistics plc, I am proud to present our 2016 financial results following our second anniversary of listing on the London Stock Exchange in June 2014.

 

During our second year as a listed company, we have seen continued growth. This growth is a result of our ability to think outside the box and deliver innovative, best-practice, low-cost solutions for our extensive blue-chip client base. Our recognised skills in delivering these solutions mean we remain confident of our ability to continue this momentum.

 

The Group has seen a strong performance throughout the year under review, with a number of high-profile contracts starting, including those with M&Co, Zara, Haddad, and Pep&Co. In addition, our commercial vehicles business has performed very strongly.

 

Servicecare Support Services Limited ("Servicecare"), which we acquired in December 2014, has extended our ability to offer a comprehensive returns management solution under our "Boomerang" brand, and Servicecare is delivering results in line with our expectations.

 

Our driving force remains our focus on identifying new services, processes and solutions that address the operational needs of our customers. Our unrivalled understanding of the dynamics of e-retail and multi and omni-channel retailing, coupled with the dramatic changes taking place in these sectors, provide the Group with exceptionally strong strategic positioning for the future.

 

We are particularly excited about the prospects for our new dedicated next day Click and Collect solution, developed in collaboration with John Lewis. This is a service designed to address the rapidly growing need for retailers to offer an effective next day service to store for orders placed online. After an initial trial period involving 115 Waitrose stores, the service will be extended to the whole Waitrose estate in late summer 2016, and we are in advanced discussions with a number of other retailers who wish to use the service.

 

We remain confident of the Group's ability to continue to evolve and develop, and to deliver strong returns to our shareholders.

 

Group results

Group revenues increased by 23.7% to £290.3 million for the year to 30 April 2016, and Group Adjusted EBIT* increased by 21.0% to £14.5 million.

 

Adjusted earnings per share were 10.3 pence for the year to 30 April 2016 (2015: 8.4 pence), an increase of 22.6%.

 

On an unadjusted basis earnings per share were 10.3 pence (2015: 7.3 pence).

 

Net debt was £18.8 million at the year end, in line with our expectations, after planned investment in capital projects to support new contracts (much of which involves a back-to-back commitment from customers to reimburse this capital over the duration of their contract), and paying £2.2 million in deferred consideration in respect of the acquisition of Servicecare.

 

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 well-established track record of identifying areas for innovation and value-added services within the sectors we serve, and for delivering on commitments to our customers.

 

I would like to take this opportunity to thank all the employees of the Group for their commitment and contribution to the Group's performance.

 

Governance

The Group is proud of its commitment to high levels of corporate governance. Alongside the executive management team of Tony Mannix (CEO), David Hodkin (CFO) and Sean Fahey (CIO), the Company benefits from the combined experience of its Non-Executive Directors: Paul Hampden Smith (Senior Independent Non-Executive Director), Stephen Robertson, Ron Series and Mike Russell.

 

Dividends

The Board is recommending a final dividend of 4.0 pence per share, making a total dividend in respect of the year ended 30 April 2016 of 6.0 pence per share (2015: 4.8 pence), an increase of 25.0%.

 

The proposed final dividend, if approved by shareholders, will be paid on 20 October 2016 to shareholders on the register at the close of business on 23 September 2016.

 

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. The development of our new Click and Collect proposition, together with recent contract wins and a strong new business pipeline, place the Group in an excellent position to continue to achieve further growth, both in the UK and internationally.

 

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

 

 

Operating and Financial Review

 

1. Overview of results

 

The Group continued to make excellent progress in the financial year to 30 April 2016.

 

Group revenue

Group revenue increased by 23.7% to £290.3 million, with strong growth in all business areas:

 

 

Revenue

Year to

30 April 2016

£m

Year to

30 April 2015

£m

 

%

Change

E-fulfilment & returns management services

97.6

60.6

+61.1%

Non e-fulfilment logistics

108.4

102.1

+6.1%

Total value-added logistics services

206.0

162.7

+26.6%

Commercial vehicles

85.6

73.6

+16.4%

Inter-segment sales

(1.3)

(1.5)

Group revenue

290.3

234.8

+23.7%

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

 

Within the logistics services segment, the Group benefited from:

·

the full year impact of contract wins secured in the previous financial year including, amongst others, M&S, Ted Baker and s.Oliver, and additional services for ASOS;

·

the full year impact of the acquisition of Servicecare and its subsidiary Electrotec in December 2014;

·

organic growth on existing contracts, including ASOS, SuperGroup and Wilko;

·

the ongoing shift in retail trends towards online trading which continues to bring particularly strong organic growth to our e-fulfilment customers; and

·

the part-year impact of operations commenced during the year to 30 April 2016, including Pep&Co, Haddad, Zara, Browns and M&Co. The full year benefit of these operations will be realised in the year to 30 April 2017, together with the part-year benefits of contracts either recently commenced or currently in the pipeline and due to go live during the remainder of calendar year 2016 and early calendar year 2017.

 

Revenue growth in commercial vehicles was driven by:

·

a £10.3 million increase in new vehicle sales. The number of new units sold reduced slightly by 1% year-on-year, but the average selling price increased significantly by 26.5% due to the mix of vehicles sold; and

·

a £1.5 million increase in aftersales revenues, comprising servicing, body shop and parts sales.

 

Group Adjusted EBIT

Adjusted EBIT is the primary Key Performance Indicator ("KPI") by which the management team assesses corporate performance. Adjusted EBIT is assessed against Board approved budgets. A further KPI is net debt, which is discussed below.

 

The Group grew Adjusted EBIT strongly in all segments and business activities:

 

 

Adjusted EBIT

Year to

30 April 2016

£m

Year to

30 April 2015

£m

 

%

Change

E-fulfilment & returns management services

8.1

5.5

+47.6%

Non e-fulfilment logistics

10.7

10.1

+6.4%

Central logistics overheads

(4.7)

(4.1)

Total value-added logistics services

14.1

11.5

+22.5%

Commercial vehicles

2.3

1.9

+20.8%

Head office costs

(1.9)

(1.4)

Group Adjusted EBIT

14.5

12.0

+21.0%

Group Adjusted EBIT is defined as Group operating profit excluding discontinuing and exceptional costs.

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

 

Group Adjusted EBIT increased by 21.0% to £14.5 million in the year to 30 April 2016, and the Group expects to achieve further EBIT growth in the coming financial year due to the full year benefits of contracts brought on line in the year to 30 April 2016, the commencement of activities on further new contracts and a strong new business pipeline.

 

Adjusted EBIT margin (%) is not a key metric as the high proportion of open book and minimum volume guarantee contracts within the UK logistics division 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, Adjusted EBIT is a more relevant measure of financial performance than Adjusted EBIT margin (%).

 

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.

 

Non e-fulfilment operations include receipt, warehousing, picking, packing and distribution of products on behalf of customers. 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.

 

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. In our 2015 Annual Report, we stated our intention to invest more in such resources during the year ended 30 April 2016 and we have done so, particularly in operational support and business development. Additionally, the central logistics overheads have increased in the year due to share based payment charges. In the year, we have restructured the reporting within the central logistics management team, preparing the business for future growth. Whilst incremental investment is likely to be required in the logistics overheads base as the business continues to grow, we do not expect further significant stepped increases in the overheads base in the foreseeable future, other than in respect of share based payment charges (see below).

 

The commercial vehicles business, Northern Commercials (Mirfield) Limited, operates Iveco and Fiat commercial vehicle dealerships from six locations, together with three sub-dealerships. It sells new and used vehicles, provides servicing and repair facilities, and sells parts. Vehicles sold and serviced range from small light commercial vans, through to articulated tractor units.

 

Head office costs represent the cost of the Executive Chairman, Chief Financial Officer, Deputy Chief Financial Officer, Group General Counsel, Non-Executive Directors and plc compliance costs. The year-on-year increase in head office costs is attributable to full year costs of the Group General Counsel and Deputy Chief Financial Officer both appointed during the year ended 30 April 2015 to strengthen the senior management structure of the Group post-IPO, and incremental Non-Executive Director costs and share based payment charges following the Group's listing on the London Stock Exchange.

 

Share based payment charges totalling £0.5 million (2015: £0.1 million) have been charged to central logistics overheads, commercial vehicles and head office costs as appropriate in respect of the Sharesave Plan and the Performance Share Plan ("PSP") (see note 22 to the Group Financial Statements). Since listing on the London Stock Exchange in the year ended 30 April 2015, the Group invites certain employees to participate in an annual iteration of the PSP and all employees to participate in an annual iteration of the Sharesave Plan. Each scheme vests over a three year period. As a result, the year ended 30 April 2016 included a full year of charges in respect of options granted in the year ended 30 April 2015, together with a part year of charges in respect of options granted in the year ended 30 April 2016; the prior year only incurred a part year of charges in respect of options granted in the year ended 30 April 2015.

 

The profit after tax for the year to 30 April 2016 was £10.3 million (2015: £7.3 million). In the year ended 30 April 2016, there were no discontinuing costs (2015: £0.3 million) and no exceptional costs (2015: £0.9 million) expensed in arriving at this figure.

 

As such, adjusted profit after tax (which excludes the discontinuing costs, exceptional costs and the tax associated with those costs) for the year to 30 April 2016 was also £10.3 million (2015: £8.4 million), an increase of 23.6%.

 

Of the exceptional costs of £0.9 million incurred in the year to 30 April 2015, £0.7 million related to the costs of the IPO and £0.2 million related to legal and professional expenses incurred on the acquisition of Servicecare.

 

Net interest charges

Net interest charges for the year to 30 April 2016 were £1.4 million, in line with the charge incurred in the previous year.

 

Taxation

The effective rate of taxation of 21.2% (2015: 22.8%) is higher than the standard UK rate of corporation tax of 20.0% (2015: 20.9%) principally due to certain expenditure incurred which is disallowable for tax purposes and the higher rate of tax to which our German business is subject. The reduction in the year-on-year effective rate of taxation stems from the reduction in the headline rate in the UK, together with a reduction in the quantum of disallowable items, some of which related to the exceptional and discontinuing items in the year ended 30 April 2015.

 

Earnings per share

As discussed above, there were no non-recurring costs in the year ended 30 April 2016 (2015: £1.2 million).

 

Earnings per share were 10.3 pence for the year to 30 April 2016 (2015: 8.4 pence adjusted, 7.3 pence unadjusted).

 

Capital expenditure

Of total capital expenditure of £16.2 million (2015: £7.8 million), £15.5 million (2015: £7.3 million) related to the logistics services segment and £0.7 million (2015: £0.5 million) related to the commercial vehicles segment. Of the £15.5 million attributable to the logistics services segment, approximately £10.7 million is backed by customer commitments to repay Clipper over the term of the customer contracts.

 

Clipper has committed to spending a significant sum on capital expenditure in the year ended 30 April 2017, with £9.5 million contracted at 30 April 2016 and £2.8 million in the course of construction (2015: £0.8 million and £nil). £9.5 million of the total relates to the new Northampton shared-use facility where John Lewis is the core client. Where a customer has a strong credit rating, we will often fund the initial capital requirements and customers will commit to repay us over the term of the contract, together with finance charges and a management fee.

 

Goodwill and other intangible assets

The goodwill recognised on the acquisition of Servicecare in the year ended 30 April 2015 amounted to £4.2 million, and the contracts and licences, principally in respect of customer relationships, were valued at £1.2 million. We have not revised the acquisition fair values of the acquired assets in the twelve months' post-acquisition and so the gross value of the goodwill and contracts and licences recognised on 30 April 2016 remain at the same values as they were on 30 April 2015. The amortisation recognised through the income statement in the year ended 30 April 2016 in respect of this acquisition amounted to £156,000.

 

Cash flow

Cash generated from operations was £20.5 million (2015: £12.6 million, after paying £2.1 million of IPO transaction costs, so £14.7 million before taking account of such costs), an increase of 39.8%.

 

The Group's business model gives rise to high levels of cash generation. In the UK logistics business, 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 negative investment in 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. Net cash used in working capital was broadly neutral in each of the two years ended 30 April 2016 and 30 April 2015.

 

Net cash paid in the year to 30 April 2015 for the purchase of Servicecare amounted to £3.7 million. A further £2.2 million was paid in deferred consideration in the year ended 30 April 2016.

 

There has been significant investment in the fixed assets base this year, as noted above. However, providing the terms are commercially acceptable, we typically fund a significant proportion of such capital expenditure using hire purchase and finance leases, and so not all of the fixed asset investment actually results in a cash outflow. Cash capital expenditure, including intangible assets, for the year ended 30 April 2016 was £5.9 million compared to £0.3 million in the year ended 30 April 2015.

 

The Group repaid £10.1 million of bank loans in the year, including £10.0 million of Medium Term Loans, £8.75 million of which was repaid on the renegotiation of its principal bank facilities with Santander (see 'Net debt' section below). £6.4 million of new loans, including £5.5 million of the Revolving Credit Facility under the modified principal bank facilities, have been drawn in the year.

 

In line with the stated dividend payment policy, a final dividend for the year ended 30 April 2015 of £3.2 million (3.2 pence per share) and an interim dividend of £2.0 million (2.0 pence per share) for the year ended 30 April 2016 were paid in the year to 30 April 2016. This compares to the maiden interim dividend of £1.6 million (1.6 pence per share) and the dividend of £0.3 million paid to the former parent company prior to IPO in the year to 30 April 2015.

 

Net debt

In addition to Adjusted EBIT, net debt is considered a Key Performance Indicator for the Group. As with Adjusted EBIT, net debt is assessed against Board approved budgets.

 

The Group had £18.8 million of net debt outstanding at 30 April 2016 (2015: £13.6 million), broadly in line with expectations. The increase in net debt compared to the prior year was driven primarily by the need to invest in capital assets to service significant new contracts, largely backed by contractual commitments from customers to repay that capital expenditure over the term of the contract, together with both finance and management fees.

 

The Group renegotiated its principal bank facilities in the year ended 30 April 2016. Before the modification, the Group had principal bank facilities comprising a Medium Term Loan of £8.75 million, a committed Revolving Credit Facility of £12.5 million maturing in April 2019 and an overdraft facility of £5.0 million, renewed annually. After the modification, the Group's principal bank facility is a £30.0 million Revolving Credit Facility committed until January 2021, from which an overdraft of £8.0 million and bonds and guarantee facilities of £2.4 million have since been carved out (£2.3 million of bonds and guarantee facilities were in place at 30 April 2016, with a further £0.1 million carved out subsequent to the year end). Additionally, the interest margin and the covenant requirements are more favourable to Clipper under the renegotiated facility than under the facilities it replaced.

 

 

2. Value-added logistics services

 

Market overview, size and growth of market and market trends

Traditional bricks and mortar retail still constitutes the majority of retail sales in the UK. However, in fashion the growth of online retailing and the desire for major retail brands to have as many different touch points with their customers as possible means that multi-channel retailing will be a dynamic driver of change for both the retail and logistics markets in the near future. An increasing number of distribution channels are now required to meet the demands of the consumer, including shopping at stores, home delivery, Click and Collect as well as the return of purchased items. The fact that the penetration of internet-based sales in the UK economy (12.5% of total retail sales in 2015 (Source: ONS)) is one of the highest in the world leads the Directors to believe that the UK is at the forefront of the logistics challenges being posed to retailers by the growth in online retail.

 

The retail sector is undergoing structural changes and, as a market leader in the provision of services to support retailers' online and returns management challenges, the Group is strategically well-placed to capitalise on the very significant growth expected in this sector of the market.

 

According to market research (Source: IMRG), the UK's e-commerce market has grown from £0.8 billion in 2000 to £104 billion in 2014 and £114 billion in 2015 (10% annual increase), with a further 11% growth forecast in 2016. Within that market there are also significant changes taking place:

·

orders placed via mobile channels (smartphones and tablets) accounted for 51% of UK e-retail sales in Q4 2015 compared to 34% of UK e-retail sales in Q1 2015 (and only 1% during 2010) (Source: IMRG). In fashion, one of Clipper's core sectors, mobile is estimated to account for as much as two thirds of fashion e-commerce traffic (Source: Fashion Focus 2016, Affiliate Window);

·

UK consumers have embraced Click and Collect (buying online and picking up in store) and it is growing in importance rapidly. In their latest financial results, Halfords reported 91% of online orders were through Click and Collect, making up 12% of total revenue. Argos, where 54% of total revenue is generated online, drove 34% of online orders with collection in-store. For John Lewis, 54% of online orders are Click and Collect, 66% of which are collected in Waitrose stores. (Source: Retail Economics, March 2016);

·

whilst Black Friday has been a mainstay for bricks and mortar retailers in the UK for a number of years, the growth in the Black Friday-Cyber Monday weekend in e-commerce is even greater. Whilst multi-channel retailers recorded a 4% increase in November 2015 sales compared to November 2014, online-only retailers recorded a 24% increase (Source: IMRG). Indeed, Black Friday 2015 was the first £1 billion online shopping day in the UK, and the Black Friday-Cyber Monday weekend in 2016 is anticipated to result in a record-breaking £5 billion spent online (Source: Salmon, May 2016). There are significant challenges faced by retailers with such a high volume of heavily-discounted sales concentrated over such a short period, including stock management, margin preservation and adverse media exposure as a result of poor customer experiences in the scramble to secure the best deals.

 

In 2015, 12.5% of sales in the UK were online (Source: ONS); by 2022, one third of sales in the UK are forecast to be conducted online (Source: Insider Trends). The rest of Europe is also experiencing a similar trend. Germany is the second largest e-commerce market in Europe after the UK. Here, online retail sales are forecast to reach €73 billion by 2019, and Europe as a whole is forecast to generate €233 billion of online retail sales by 2018 (Source: Forrester Western European Online Retail Sales Forecast for 2013 to 2018).

 

Structural growth in online, multi-channel and omni-channel retailing

The UK has one of the highest rates of internet and smartphone penetration in Western Europe and this level of penetration is expected to increase further in coming years. The proportion of online sales as a percentage of total retail sales in the UK is already one of the highest in the world (Source: eMarketer December 2014).

 

This trend has fundamentally altered the logistical requirements of retailers, who must meet the challenges of multi-channel retailing (whereby customers place orders across a variety of sales channels, for example retail stores, online stores, mobile stores and telephone sales), which demands complex warehousing, order processing and stock management systems in order to deliver a high quality service to consumers.

 

Omni-channel represents the latest evolution of multi-channel retailing, whereby retailers offer consumers flexibility not only on the method of order placement (as is the case with multi-channel) but also in respect of the choice of delivery destination - for example, the consumer might place an order online and choose to have the order delivered to that retailer's high street store, or at a Click and Collect site in a third party location, rather than their home address. Retailers are embracing the trend towards Click and Collect as it brings customers in-store inspiring impulse purchases and building brand loyalty. This development adds even greater complexities to the logistical requirements of retailers.

 

Returns management demands of retailers increasingly complex

Returns management continues to be an ever-increasing area of importance for retailers. Depending upon the category involved, returns rates can vary from less than 10% to over 35% (Source: Metapack). A recent market study highlighted that 83% of consumers would stay loyal to a retailer if it could provide a reliable and effective returns service (Source: Metapack). Retailers are therefore focusing more and more on consumers' returns experience, just as much as they are on consumers' purchase experience. Retailers are increasingly focusing on ensuring that returns management is handled effectively so that their brands are not damaged by customers using social media to comment unfavourably on their experience.

 

Where historically customers would return the product to the store where the purchase was made, more recently as online retail has developed, customers are demanding choice in their method of return, for example posting the product back to the retailer, or taking it into a high street store or a collection point. As well as providing this range of returns methodologies from which consumers can choose, it is good practice for the retailer, particularly e-tailers, to also provide returns ready packaging and ready-printed returns labels not requiring pre-authorisation, and for the consumer to receive credit for any goods returned as soon as possible.

 

This developing returns culture has several implications for retailers. Returns cost money so many retailers bear the cost to ensure that they don't risk alienating their customers. Free returns as part of an offer in fashion for example are used as a sales generator to help with conversion. By focusing on improving the returns process, retailers can reduce the adverse impact on their bottom lines. In addition, product cleaning and rectification during the returns management process can maximise the saleable value to the retailer of returned goods.

 

Managing the returns process also represents a stock management and processing challenge for retailers, since traditional distribution centres are designed to receive and process bulk quantities of identical product, rather than to receive individual units of product. Equally, such returned units will inevitably require some degree of inspection, rectification, cleaning or repair before going back into available stock, or may even be deemed unfit for prime sale. Traditional warehouses are simply not geared up for dealing with such a high level of intervention for single products.

 

Retailers therefore need to rework the product into a saleable state very quickly to reduce working capital investment and maintain margins. Clipper's returns proposition gets the stock back into a distribution centre compliant format allowing the distribution centre to focus on its core function of fulfilment. The Group has a strong track record of managing these processes for customers, including managing the returns operation for ASOS, the UK's leading online fashion retailer, and for s.Oliver, one of the largest fashion and lifestyle companies in Europe.

 

Further, the power of social media and consumer review websites enhances the importance of returns management as the returns experience represents the final touch point between a retailer and the consumer - a badly handled customer experience in respect of the returns process may be quickly communicated by that customer to a large number of people, particularly via social media, which has the potential to harm a retailer's future sales prospects.

 

To address the latest challenges faced by retailers in relation to returns management as outlined above, Clipper has successfully introduced the 'Boomerang' brand and concept, and we are particularly pleased to report that under Boomerang approximately 95% of products have been successfully returned to prime stock at first pass.

 

Servicecare brings additional returns handling capabilities to Clipper. Servicecare specialises in electrical reverse logistics, a solution which had, until the acquisition, represented a gap in Clipper's service offering. The Servicecare proposition adds additional capability into our Boomerang brand. We are promoting the Boomerang brand across Servicecare's existing customers and are broadening our service offering with existing Clipper customers with the Servicecare electrical returns proposition, as evidenced by our securing of the contract with John Lewis which includes an electrical returns aspect.

 

Our inaugural reverse logistics contract in mainland Europe commenced in the year ended 30 April 2015 with s.Oliver in Germany, owners of a global fashion brand. Under the contract, Clipper manages s.Oliver's European wholesale and retail returns management service.

 

Mechanisation and technology

Mechanisation and semi-automation is becoming increasingly prevalent in the market for large volume customers. Clipper's in-house knowledge and skill allows us to work in a collaborative way with our customers to deliver best practice solutions. Clipper has recently completed a number of client initiatives in the year just ended and is working on a number of other such projects in the current year, including:

·

automated sortation: one automated sorter is currently in operation in Ollerton and we have two others used for Click and Collect services, one of which is in operation in Swadlincote and another of which is under construction in Northampton;

·

the installation of a switch sorter which routes parcels automatically for specific couriers; and

·

automated box creation, carton packing and labelling.

 

The majority of capital costs on contracts are typically front-loaded and occur in the run up to project 'go live'. A number of contracts, including the new Northampton logistics facility initially providing ancillary services for John Lewis and Clipper's Click and Collect offering, have significant capital commitments authorised at 30 April 2016 totalling £16.7 million (2015: £9.4 million). Customer-specific capital costs such as warehouse fit-out costs are typically recovered through depreciation and finance charges to our customers over the life of the underlying customer contract; speculative space fill capital investment such as adding new mezzanine flooring tends to be recovered from customers when the space is ultimately filled. The majority of capital expenditure is financed through hire purchase agreements.

 

E-fulfilment & returns management growth

Our ability and agility, particularly in respect of omni-channel, multi-channel, returns management and mechanisation noted above, have enabled the Group to make substantial advances in its revenues and earnings, significantly outperforming market growth. Revenues from e-fulfilment & returns management services increased by 61.1% from £60.6 million for the year to 30 April 2015 to £97.6 million for the year to 30 April 2016, with Adjusted EBIT growing by 47.6% from £5.5 million to £8.1 million over the same period. This is a particularly pleasing performance, as one of our core strategies has been to become a market leader in the e-commerce sector, and to be a thought leader in the provision of value-added services across the sector.

 

Organic growth in activities with SuperGroup, ASOS, Wilko, John Lewis and Tesco, the full year impact of the s.Oliver operations commenced in the year ended 30 April 2015, and the new operations commenced with Zara, Browns and Ireland's largest retailer in the year ended 30 April 2016 have all contributed favourably to the growth in this business activity year-on-year.

 

The results of this business activity include a full year contribution from Servicecare in the year ended 30 April 2016 compared to only five months in the year ended 30 April 2015 following its acquisition in December 2014. In addition to the full year effect, Servicecare also delivered significant organic growth year-on-year, and profitability is in line with our expectations at the time of the acquisition.

 

This business activity saw the launch of a collaboration with John Lewis in September 2015. This collaboration initially involved providing John Lewis with a Click and Collect service, comprising automated parcel sortation and transport distribution services, to 115 stores in the Waitrose portfolio, 33% of the total Waitrose store estate. The remainder of the Waitrose store estate will be added from August 2016. We are also in advanced discussions with other Clipper customers who wish to use this network. This collaboration with John Lewis leaves Clipper extremely well-positioned to exploit this strategically important growth area of the market.

 

Despite the increasingly challenging logistics demands of the Black Friday-Cyber Monday weekend in the UK outlined previously, Clipper delivered a very successful 2015 Black Friday-Cyber Monday trading period for its clients and maintained excellent service levels throughout.

 

Clipper had been providing e-commerce fulfilment services to Tesco in a property leased by Tesco in Daventry. As a result of underutilised space elsewhere in its property portfolio, Tesco has opted not to renew its Daventry lease and intends to relocate into its Fenny Lock property from August 2016. The compensation for this early termination means Clipper's profit and loss account for the year ended 30 April 2017 will not be adversely impacted by this.

 

In this business activity, since the year end on 30 April 2016:

·

we have commenced activity in the new pre-retail and returns facility for John Lewis in Northampton;

·

we have commenced operations with Kidly, a start-up business which exclusively sells baby products through its website;

·

we have secured a new contract with Links of London to provide warehousing, e-commerce and ancillary services from our Milton Keynes facility, the capacity of which has recently been increased through the addition of a mezzanine floor; and

·

we have seen further growth as a result of Zara transferring additional logistics activities to Clipper. We have also secured new activity with Inditex post year-end in non-Zara brands.

 

In April 2016 we appointed a new Managing Director at Servicecare to drive the future growth and development strategy of the business. The new Managing Director brings a wealth of experience in electrical returns, having previously held senior roles at Panasonic and Comet. He is working alongside the UK Logistics team to broaden the service offering to existing customers to also include electrical returns.

 

Non e-fulfilment logistics is central to our future strategy too

The Group will continue to develop and deliver truly value-added services to address the needs of retailers in traditional bricks and mortar logistics, including receipt of inbound product, storage, store-readiness of product, and distribution to retail destinations. This business activity also includes our transport and high value logistics activities.

 

Revenue from non e-fulfilment operations grew by 6.1% for the year ended 30 April 2016, from £102.1 million to £108.4 million, with Adjusted EBIT increasing by 6.4%, from £10.1 million to £10.7 million.

 

Within non e-fulfilment, the full year effect of the contracts secured in the prior year with Philip Morris and Ted Baker in the UK contributed to revenue and EBIT growth, as did organic growth on existing contracts with Sainsbury's, British American Tobacco, SuperGroup and Bench. Our transport operations at Rotherham and Harlow and our tobacco contract packing operations at Brighouse also performed particularly strongly, but this was partly offset by the cessation of the Aurora and Michael Lewis contracts during the year.

 

In the year just ended, we implemented a complex operational change to the SuperGroup activity in Burton whereby the e-commerce and non e-commerce activities could both be serviced from a common pool of stock. The Group will continue to innovate to deliver best in class solutions for its customers.

 

Additionally, in the year to 30 April 2016 we commenced operating under new long-term contracts with:

·

Haddad, specialists in fashion for children and teenagers, for warehousing and transport services;

·

Pepkor UK Retail Limited, the owners of the fashion brand Pep&Co, to provide warehousing and returns management services; and

·

M&Co, to provide transport services.

 

In this business activity, since the year end on 30 April 2016:

·

we began operating a forward orders service line and transferred the pre-retail service line formerly performed in Enfield to the new Ancillary Distribution Centre for John Lewis;

·

we have leveraged our relationship with Haddad to secure additional activity on Flyers and others of their brands;

·

we have been notified that the Ted Baker and Hobbycraft contracts will not be renewed on expiry in January 2017 and September 2016 respectively. We are confident that the business development pipeline, together with the new long-term contracts discussed above will provide continued earnings growth in this sector into the next financial year and beyond; and

·

we have commenced additional packing activity for certain of our tobacco customers.

 

Multi-user operations

The Group encourages the use of multi-user sites, where a multiplicity of customers is served from a single location.

 

This facilitates the sharing of specialised resources, and assists in optimising and balancing demand on people and facilities, in turn allowing the Group to provide cost-effective solutions.

 

Investment in key personnel

The Group differentiates itself by providing consultancy-led, value-added services to its actual and prospective client base. We have established ourselves as a thought leader within the logistics sector, and this is evidenced both by our customers' buy-in to our innovative approach, and by brand health reviews conducted by an independent market research consultancy.

 

The Group is central to the achievement by its customers of their own objectives and goals.

 

Accordingly, we invest in recruiting, training and developing people who are specialists in their relevant fields. These include information technology, solution design, facilities specification, implementation and management, e-commerce and returns management, and project management.

 

The Group has a Senior Leadership Development Programme to enhance the skills of its senior team, and to assist with succession planning.

 

 

3. Commercial vehicles

 

The commercial vehicles business delivered EBIT of £2.3 million in the year to 30 April 2016 (2015: £1.9 million), an increase of 20.8% on the previous year.

 

Northern Commercials operates from six dealership locations and has three sub-dealers. Main dealerships are located in Brighouse, Manchester, Northampton, Dunstable, Tonbridge and Brighton, and in the year ended 30 April 2016 Northern Commercials added an Iveco sales office on the sub-dealer's site in Liverpool. Thus, the business operates across the north of England and Wales (with sub-dealers supporting this geographic territory), through the midlands, and into the south-east.

 

The business sold 1,792 new vehicles in the year to 30 April 2016 (2015: 1,810), and 443 used vehicles (2015: 470). However, due to a change in mix of vehicles sold, the average selling price of a new vehicle in the year to 30 April 2016 was £29,000 compared to £23,000 in the prior year, an increase of 26.1%, and the average selling price of a used vehicle was £11,000 compared to £9,000 in the prior year, an increase of 15.8%. Servicing saw increases in revenue between the year ended 30 April 2015 and the year ended 30 April 2016, with a 7.2% increase in the number of hours sold, and parts sales increased by 4.1%.

 

Key customers of Northern Commercials include Allied Bakeries, Asda, Clancy Docwra, Dawson Rental, Ryder, Variety Club (the Children's Charity), and many other household names.

 

The business achieved a number of important key performance measures in the year:

·

Assistance Non-Stop: Northern Commercials achieved the best response time of all Iveco dealers in the UK, averaging 46.1 minutes to arrive to provide assistance to breakdowns;

·

Vehicles Off-Road: Northern Commercials was the number one dealer, with an average of 1.9 days off-road for repairs;

·

MOT pass rate at our dedicated Test station in Brighouse of 100%; and

·

parts service: 97% of parts required by customers were delivered within 24 hours.

 

 

4. Current trading and outlook

 

As noted previously, the Group secured a number of significant contract wins in the two years ended 30 April 2016, the full year benefit of which will not be realised until the years to 30 April 2017 and 30 April 2018.

 

As we look ahead to the 2017 financial year, we have a strong new business pipeline. Since the year end we have won new contracts within both e-fulfilment & returns management services and non e-fulfilment logistics, both in the UK and Europe, through our focus on our retail specialisms and provision of cost-effective, value-added solutions. These contract wins will more than compensate for the contract losses mentioned earlier in this report. We look forward to updating shareholders on the progress of these new contracts.

 

The structural management changes we have made in central logistics, and key personnel changes in Servicecare, leave us ideally positioned to proactively and reactively scale-up our activities as necessary. These changes will enable us to cross-fertilise Clipper's and Servicecare's activities and customers and will allow us to deliver further growth.

 

Our new Click and Collect solution in collaboration with John Lewis, soon to experience an increase in level of activity when the second sorter hub goes live in Northampton in August 2016, is expected to generate a strong financial contribution from the year ending 30 April 2017 onwards.

 

The commercial vehicles business is expected to continue to deliver steady growth in profitability in the year to 30 April 2017.

 

Following the UK referendum decision to exit the European Union, we do not anticipate any immediate impact on our activities. We believe our business model, whereby the majority of our contracts are on an open-book or minimum volume basis, coupled with fuel price escalators in our other contracts, means we will be able to mitigate the effect of short term economic uncertainty. We will continue to monitor and react accordingly to the development of the new trading environment as the details of the exit process become clearer.

 

The Board is confident in the Group's prospects for the full year ahead. Current trading is in line with our strategic plan, and we are confident of achieving another period of excellent financial performance in the year to 30 April 2017.

 

By order of the Board

 

Steve Parkin, Executive Chairman

1 August 2016

 

 

Director's Statement on the Basis of Preparation - Preliminary Announcement

Whilst the financial information included in this preliminary statement has been prepared on the basis of the requirements of IFRSs in issue, as adopted by the European Union and effective at 30 April 2016, 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 2016 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 2016 was approved by the Board on 1 August 2016. Statutory accounts for the year ended 30 April 2016 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.

 

 

Directors' Responsibility Statement

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 includes 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 Accounts, 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

2016

Group

£'000

2015

Group

£'000

Revenue

3

290,325

234,778

Cost of sales

(205,742)

(165,590)

Gross profit

84,583

69,188

Other net gains

6

263

364

Administration and other expenses

(70,315)

(57,547)

Operating profit before non-recurring items

14,531

12,005

Discontinuing costs

4

-

(278)

Exceptional costs

6

-

(863)

Operating profit

6

14,531

10,864

Finance costs

8

(1,413)

(1,388)

Finance income

9

4

9

Profit before income tax

13,122

9,485

Income tax expense

10

(2,786)

(2,161)

Profit for the financial year

10,336

7,324

Basic earnings per share

11

10.3p

7.3p

Diluted earnings per share

11

10.3p

7.3p

Adjusted basic earnings per share*

11

10.3p

8.4p

*Earnings per share adjusted for discontinuing and exceptional costs as described in note 11.

 

 

Group Statement of Comprehensive Income

For the year ended 30 April

Note

2016

Group

£'000

2015

Group

£'000

Profit for the financial year

10,336

7,324

Other comprehensive expense for the year, net of tax:

To be reclassified to the income statement in subsequent periods:

Exchange differences on retranslation of foreign operations

(6)

(5)

Total comprehensive income for the financial year

10,330

7,319

 

 

Group Statement of Financial Position

At 30 April

Note

2016

Group

£'000

2015

Group

£'000

Assets:

Non-current assets

Property, plant and equipment

12

25,564

14,615

Goodwill

23,252

23,252

Other intangible assets

1,646

1,567

Intangible assets

13

24,898

24,819

Total non-current assets

50,462

39,434

Current assets

Inventories

15

26,252

21,677

Trade and other receivables

16

39,816

33,443

Current tax assets

36

-

Cash and cash equivalents

17

715

1,854

Total current assets

66,819

56,974

Total assets

117,281

96,408

Equity and liabilities:

Current liabilities

Trade and other payables

18

72,183

61,708

Financial liabilities: borrowings

19

6,553

5,196

Derivative financial instruments

10

70

Short term provisions

20

109

108

Current income tax liabilities

1,747

731

Total current liabilities

80,602

67,813

Non-current liabilities

Financial liabilities: borrowings

19

12,931

10,226

Long term provisions

20

769

732

Deferred tax liabilities

10

202

642

Total non-current liabilities

13,902

11,600

Total liabilities

94,504

79,413

Equity shareholders' funds

Share capital

21

50

50

Share premium

56

48

Currency translation reserve

24

31

Other reserve

84

84

Merger reserve

6,006

6,006

Share based payment reserve

783

139

Retained earnings

15,774

10,637

Total equity attributable to the owners of the Company

22,777

16,995

Total equity and liabilities

117,281

96,408

 

 

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 2014

50

48

36

84

218

Profit for the year

-

-

-

-

-

Other comprehensive income/(expense)

-

-

(5)

-

(5)

Equity settled transactions

-

-

-

-

-

Dividends

-

-

-

-

-

Balance at 30 April 2015

50

48

31

84

213

Profit for the year

-

-

-

-

-

Other comprehensive income/(expense)

-

-

(7)

-

(7)

Equity settled transactions

-

-

-

-

-

Share issue

-

8

-

-

8

Dividends

-

-

-

-

-

Balance at 30 April 2016

50

56

24

84

214

 

 

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 2014

218

6,006

-

5,248

11,472

Profit for the year

-

-

-

7,324

7,324

Other comprehensive income/(expense)

(5)

-

-

-

(5)

Equity settled transactions

-

-

139

-

139

Dividends

-

-

-

(1,935)

(1,935)

Balance at 30 April 2015

213

6,006

139

10,637

16,995

Profit for the year

-

-

-

10,336

10,336

Other comprehensive income/(expense)

(7)

-

-

1

(6)

Equity settled transactions

-

-

644

-

644

Share issue

8

-

-

-

8

Dividends

-

-

-

(5,200)

(5,200)

Balance at 30 April 2016

214

6,006

783

15,774

22,777

 

 

Group Statement of Cash Flows

For the year ended 30 April

Note

2016

Group

£'000

2015

Group

£'000

Profit before tax from operating activities

13,122

9,485

Adjustments to reconcile profit before tax to net cash flows:

- Depreciation and impairment of property, plant and equipment

6

4,580

3,358

- Amortisation and impairment of intangible assets

6

466

292

- Gain on disposal of property, plant and equipment

6

(37)

(38)

- IPO transaction costs charged

6

-

671

- IPO transaction costs paid

-

(2,065)

- Exchange differences

(82)

118

- Finance costs

8 & 9

1,409

1,379

- Movement in derivative financial instruments

6

(60)

(98)

- Amortisation of grants

6

(1)

(1)

- Share based payments charge

22

454

124

Working capital adjustments:

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

(6,372)

(3,073)

- (Increase)/decrease in inventories

(3,677)

(2,270)

- Increase/(decrease) in trade and other payables

10,694

4,716

Operating activities:

- Cash generated from operations

20,496

12,598

- Interest received

4

9

- Interest paid

(1,362)

(1,248)

- Income tax paid

(2,063)

(1,728)

Net cash flows from operating activities

17,075

9,631

Investing activities:

- Purchase of property, plant and equipment

(5,383)

(197)

- Proceeds from sale of property, plant & equipment

238

292

- Purchase of intangible assets

(546)

(87)

- Acquisition of subsidiary undertaking net of cash acquired

27

(2,212)

(3,699)

Net cash flows from investing activities

(7,903)

(3,691)

Financing activities:

- Drawdown of bank loans

6,442

12,762

- Debt issue costs paid

(232)

(370)

- Finance leases advanced

207

91

- Shares issued

21

8

-

- Dividends paid

7

(5,200)

(1,935)

- Repayment of bank loans

(10,141)

(2,920)

- Repayment of capital on finance leases

(3,212)

(2,976)

- Net (repayment to)/advance from former parent company

-

(14,181)

- Receipt in respect of derivative financial instrument

-

168

Net cash flows from financing activities

(12,128)

(9,361)

Net (decrease)/increase in cash and cash equivalents

(2,956)

(3,421)

Cash and cash equivalents at start of year

1,854

5,275

Cash and cash equivalents at end of year

17

(1,102)

1,854

 

 

Notes to the Group Preliminary Statement

1. General information

The results comprise those of Clipper Logistics plc and its subsidiaries for the year ended 30 April 2016 and does not constitute the Group's statutory accounts for the years ended 30 April 2016 or 2015, 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 2016 and 30 April 2015 have been reported on by the auditors who issued an unqualified opinion in respect of both periods and the auditors' reports for 2016 and 2015 did not contain statements under 498(2) or 498(3) of the Companies Act 2006.

 

Statutory accounts for the year ended 30 April 2015 have been filed with the Registrar of Companies. The statutory accounts for the year ended 30 April 2016, which were approved by the Board on 1 August 2016, 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 2016 were authorised for issue by the Board of Directors on 1 August 2016 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 to predominantly 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, 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 2015.

 

In the current year, amendments to IAS 19 and those arising from the annual improvements to IFRSs 2010-2012 & 2011-2013 cycles have been adopted. There has been no material impact, although there have been some minor changes to disclosure.

 

 

3. Revenue

Revenue recognised in the income statement is analysed as follows:

2016

Group

£'000

2015

Group

£'000

E-fulfilment & returns management services

97,598

60,563

Non e-fulfilment logistics

108,390

102,155

Value-added logistics services

205,988

162,718

Commercial vehicles

85,642

73,561

Inter-segment sales

(1,305)

(1,501)

Revenue from external customers

290,325

234,778

 

Geographical information - revenue from external customers:

2016

Group

£'000

2015

Group

£'000

United Kingdom

264,219

218,997

Germany

14,234

14,167

Rest of Europe

11,872

1,614

Revenue from external customers

290,325

234,778

Geography is determined by the location of the end customer

 

 

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 are aggregated into one reportable 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 Group has no customers that account for greater than 10% of the total Group revenue.

 

The following tables present profit information for continuing operations regarding the Group's business segments for the two years ended 30 April 2016:

 

Operating profit before non-recurring items:

2016

Group

£'000

2015

Group

£'000

E-fulfilment & returns management services

8,135

5,512

Non e-fulfilment logistics

10,711

10,062

Central logistics overheads

(4,718)

(4,038)

Value-added logistics services

14,128

11,536

Commercial vehicles

2,263

1,874

Head office costs - continuing

(1,860)

(1,405)

Group operating profit before non-recurring items

14,531

12,005

 

Exceptional and discontinuing costs:

2016

Group

£'000

2015

Group

£'000

E-fulfilment & returns management services

-

(192)

Non e-fulfilment logistics

-

-

Central logistics overheads

-

-

Value-added logistics services

-

(192)

Commercial vehicles

-

-

Segment total exceptional items

-

(192)

IPO costs1

-

(671)

Head office costs - discontinuing2

-

(278)

Group total exceptional and discontinuing costs

-

(1,141)

 

Operating profit and profit before income tax:

2016

Group

£'000

2015

Group

£'000

Operating profit:

E-fulfilment & returns management services

8,135

5,320

Non e-fulfilment logistics

10,711

10,062

Central logistics overheads

(4,718)

(4,038)

Value-added logistics services

14,128

11,344

Commercial vehicles

2,263

1,874

IPO costs1

-

(671)

Head office costs2

(1,860)

(1,683)

Group operating profit

14,531

10,864

Finance costs

(1,413)

(1,388)

Finance income

4

9

Profit before income tax

13,122

9,485

1 Professional fees and other costs paid in relation to the Initial Public Offering. The majority of IPO costs were incurred in the year ended 30 April 2014.

2 Head office costs in previous years included a number of items which are not being borne by the Group post-Admission. These consist of certain advertising, sponsorship and corporate entertaining expenses, remuneration of a retiring Director, consultancy and professional fees in respect of potential investment opportunity appraisals and the costs of operating the Chairman's private office.

 

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

At 30 April 2016:

Segment

assets

£'000

Segment liabilities

£'000

Value-added logistics services

73,858

(39,288)

Commercial vehicles

42,672

(33,773)

Segment assets/(liabilities)

116,530

(73,061)

Unallocated assets/(liabilities):

- Cash and cash equivalents

715

(1,817)

- Financial liabilities

-

(17,677)

- Deferred tax

-

(202)

- Income tax assets/(liabilities)

36

(1,747)

Total assets/(liabilities)

117,281

(94,504)

 

At 30 April 2015:

Segment

assets

£'000

Segment

liabilities

£'000

Value-added logistics services

53,619

(33,307)

Commercial vehicles

40,935

(29,241)

Segment assets/(liabilities)

94,554

(62,548)

Unallocated assets/(liabilities):

- Cash and cash equivalents

1,854

-

- Financial liabilities

-

(15,492)

- Deferred tax

-

(642)

- Income tax assets/(liabilities)

-

(731)

Total assets/(liabilities)

96,408

(79,413)

 

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

 

Capital expenditure:

2016

Group

£'000

2015

Group

£'000

Value-added logistics services

15,500

7,297

Commercial vehicles

661

502

Total

16,161

7,799

Capital expenditure comprises additions to property, plant and equipment (note 12) and intangible assets (note 13).

 

Depreciation:

2016

Group

£'000

2015

Group

£'000

Value-added logistics services

3,883

2,694

Commercial vehicles

697

664

Total

4,580

3,358

 

Amortisation:

2016

Group

£'000

2015

Group

£'000

Value-added logistics services

447

266

Commercial vehicles

19

26

Total

466

292

 

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

2016

Group

£'000

2015

Group

£'000

United Kingdom

46,194

36,772

Germany

4,268

2,662

Total

50,462

39,434

 

 

5. Staff costs

2016

Group

£'000

2015

Group

£'000

Wages and salaries

72,662

59,734

Social security costs

6,766

5,492

Pension costs for the defined contribution scheme

1,371

1,189

Share based payments

454

124

Total

81,253

66,539

 

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

2016

Group

Number

2015

Group

Number

Warehousing

2,097

1,789

Distribution

406

387

Service and maintenance

387

346

Administration

490

442

Total

3,380

2,964

 

Key management compensation (including Executive Directors):

2016

Group

£'000

2015

Group

£'000

Wages and salaries

2,589

2,695

Social security costs

378

351

Pension costs for the defined contribution scheme

398

357

Share based payments

381

93

Total

3,746

3,496

 

Directors' emoluments:

2016

Group

£'000

2015

Group

£'000

Aggregate emoluments excluding share based payments on unvested awards

1,259

1,356

Pension costs for the defined contribution scheme

86

73

Total

1,345

1,429

 

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

2016

Group

Number

2015

Group

Number

Defined contribution plans

3

4

 

 

6. Group operating profit

This is stated after charging/(crediting):

2016

Group

£'000

2015

Group

£'000

Depreciation of property, plant and equipment - owned assets

2,484

2,260

Depreciation of property, plant and equipment - leased assets

2,096

1,098

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

466

292

Total depreciation and amortisation expense

5,046

3,650

Operating lease rentals:

- Vehicles, plant and equipment

7,808

6,936

- Land and buildings

15,474

13,062

Auditor's remuneration:

Ernst & Young LLP:

- Group audit fees

30

144

- Corporate finance services

-

47

KPMG LLP:

- Group audit fees

125

-

- Other services

-

-

Total auditor's remuneration:

- Audit of the Group Financial Statements

60

51

- Audit of the subsidiaries

95

93

- Non-audit fees

-

47

Total fees paid to the Group's auditors

155

191

Exceptional items:

- IPO transaction costs

-

671

- Fees & other costs in relation to the acquisition of subsidiaries

-

192

Total exceptional items

-

863

Other net gains:

- Profit on sale of property, plant and equipment

37

38

- Dealership contributions

165

227

- Fair value adjustment to derivative financial instruments

60

98

- Amortisation of grants

1

1

Total net gains

263

364

 

 

7. Dividends

2016

Group

£'000

2015

Group

£'000

Dividends declared and paid by the Company during the year to former parent company

-

335

Final dividend for the prior year of 3.2 pence (2015: nil) per share

3,200

-

Interim dividend for the year of 2.0 pence (2015:1.6 pence) per share

2,000

1,600

Total dividends paid

5,200

1,935

Proposed final dividend for the year ended 30 April 2016 of 4.0 pence (2015: 3.2 pence) per share

4,000

3,200

 

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 23 September 2016. The payment of this dividend will not have any tax consequences for the Group.

 

 

8. Finance costs

2016

Group

£'000

2015

Group

£'000

On bank loans and overdrafts

533

720

On hire purchase agreements

394

308

Amortisation of debt issue costs

78

64

Commercial vehicle stocking interest

370

270

Other interest payable

38

26

Total interest expense for financial liabilities measured at amortised cost

1,413

1,388

 

 

9. Finance income

2016

Group

£'000

2015

Group

£'000

Bank interest

3

7

Other interest

1

-

Amounts receivable from former parent company

-

2

Total interest income for financial assets measured at amortised cost

4

9

 

 

10. Income tax expense

(a) Tax charged in the income statement:

2016

Group

£'000

2015

Group

£'000

Current income tax:

UK & foreign corporation tax

3,066

2,220

Amounts under/(over) provided in previous years

(28)

(74)

Total income tax on continuing operations

3,038

2,146

Deferred tax:

Origination and reversal of temporary differences

(231)

(47)

Amounts under/(over) provided in previous years

21

62

Impact of change in tax laws and rates

(42)

-

Total deferred tax

(252)

15

Tax expense in the income statement on continuing operations

2,786

2,161

 

(b) 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.

 

(c) 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:

2016

Group

£'000

2015

Group

£'000

Profit before taxation from continuing operations

13,122

9,485

Standard rate of corporation tax in UK

20.00%

20.92%

Tax on profit on ordinary activities at standard rate

2,624

1,984

Expenses not allowable for tax purposes

169

248

Tax under/(over) provided in previous years

(7)

(12)

Difference in tax rates overseas

42

45

Utilisation of previously unrecognised tax losses

-

(104)

Deferred tax rate difference

(42)

-

Total tax expense reported in the income statement

2,786

2,161

 

(d) Deferred tax in the income statement:

2016

Group

£'000

2015

Group

£'000

Deferred tax on accelerated capital allowances

(123)

(31)

Deferred tax on other temporary differences

(129)

46

Total

(252)

15

 

The UK corporation tax rate reduced from 21% to 20% with effect from 1 April 2015. Legislation to reduce the rate to 19% with effect from 1 April 2017 and to 18% with effect from 1 April 2020 was substantively enacted at 30 April 2016. Legislation to further reduce these rates (to 18% and 17% respectively) was progressing, but not substantively enacted at 30 April 2016. A rate of 18% (2015: 20%) has been applied in the measurement of the Group's deferred tax assets and liabilities in the year.

 

(e) Deferred tax in the statement of financial position:

2016

Group

£'000

2015

Group

£'000

Deferred tax liabilities:

Accelerated capital allowances

(356)

(479)

Other timing differences

(213)

(218)

Deferred tax asset:

Share based payments

309

40

Provisions & other timing differences

58

15

Net deferred tax liability

(202)

(642)

 

(f) Deferred tax movement:

Group

£'000

At 1 May 2014

(366)

Acquisitions

(275)

Charged to income statement

(15)

Credited to share based payment reserve

15

Foreign currency adjustment

(1)

At 30 April 2015

(642)

Credited to income statement

252

Credited to share based payment reserve

190

Foreign currency adjustment

(2)

At 30 April 2016

(202)

 

 

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 basic earnings per share computation:

2016

Group

£'000

2015

Group

£'000

Profit attributable to ordinary equity holders of the Company

10,336

7,324

2016

Group

2015

Group

Basic weighted average number of shares (thousands)

100,000

100,000

Basic earnings per share

10.3p

7.3p

Diluted weighted average number of shares (thousands)

100,823

100,052

Diluted earnings per share

10.3p

7.3p

 

Adjusted earnings per share

As set out in note 4, during the year ended 30 April 2015 there were a number of non-recurring costs. Consequently, the basic measure of earnings per share is distorted by this.

 

Adjusted earnings per share:

2016

Group

£'000

2015

Group

£'000

Profit attributable to ordinary equity holders of the Company

10,336

7,324

Discontinuing costs

-

278

Exceptional costs

-

863

Tax effect

-

(102)

Adjusted earnings

10,336

8,363

2016

Group

 

2015

Group

 

Basic weighted average number of shares (thousands)

100,000

100,000

Adjusted basic earnings per share

10.3p

8.4p

 

 

12. 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 2014

4,003

3,620

25,537

33,160

Acquisitions

38

-

261

299

Additions

52

870

1,345

2,267

Disposals

(236)

(571)

(653)

(1,460)

Foreign currency adjustment

(6)

(83)

(266)

(355)

At 30 April 2015

3,851

3,836

26,224

33,911

Additions

391

1,875

13,349

15,615

Disposals

(16)

(680)

(259)

(955)

Foreign currency adjustment

5

68

209

282

At 30 April 2016

4,231

5,099

39,523

48,853

Accumulated depreciation:

At 1 May 2014

1,701

1,608

14,008

17,317

Charge for the year

298

737

2,323

3,358

Disposals

(236)

(350)

(620)

(1,206)

Foreign currency adjustment

(4)

(30)

(139)

(173)

At 30 April 2015

1,759

1,965

15,572

19,296

Charge for the year

313

784

3,483

4,580

Disposals

(16)

(488)

(250)

(754)

Foreign currency adjustment

5

34

128

167

At 30 April 2016

2,061

2,295

18,933

23,289

Net book value:

At 1 May 2014

2,302

2,012

11,529

15,843

At 30 April 2015

2,092

1,871

10,652

14,615

At 30 April 2016

2,170

2,804

20,590

25,564

Included within property, plant and equipment are amounts held under finance lease contracts. At 30 April 2016 the net book value of these assets was £10,638,000 (30 April 2015: £5,231,000).Total additions include £8,172,000 (2015: £2,070,000) under finance lease contracts.

Additions to plant, machinery, fixtures & fittings include £2,823,000 (2015: £nil) in respect of assets in the course of construction.

 

 

13. Intangible assets

 

Goodwill

Group

£'000

Contracts and licenses

Group

£'000

Computer

software

Group

£'000

 

Total

Group

£'000

Cost:

At 1 May 2014

19,018

723

1,589

21,330

Acquisitions

4,234

1,210

12

5,456

Additions

-

-

87

87

Disposals

-

-

(173)

(173)

Foreign currency adjustment

-

-

(1)

(1)

At 30 April 2015

23,252

1,933

1,514

26,699

Additions

-

98

448

546

Disposals

-

-

-

-

Foreign currency adjustment

-

-

5

5

At 30 April 2016

23,252

2,031

1,967

27,250

Accumulated amortisation:

At 1 May 2014

-

723

1,040

1,763

Charge for the year

-

63

229

292

Disposals

-

-

(173)

(173)

Foreign currency adjustment

-

-

(2)

(2)

At 30 April 2015

-

786

1,094

1,880

Charge for the year

-

187

279

466

Disposals

-

-

-

-

Foreign currency adjustment

-

1

5

6

At 30 April 2016

-

974

1,378

2,352

Net book value:

At 1 May 2014

19,018

-

549

19,567

At 30 April 2015

23,252

1,147

420

24,819

At 30 April 2016

23,252

1,057

589

24,898

The average remaining useful life of contracts & licences at 30 April 2016 is 6.5 years (2015: 7.6 years)

 

 

14. Impairment test for goodwill

 

The carrying amount of goodwill has been allocated to cash generating units ("CGU"s) as follows:

2016

Group

£'000

2015

Group

£'000

Value-added logistics services excluding Servicecare group

13,092

13,092

Servicecare group

4,234

4,234

Commercial vehicles

5,926

5,926

Total

23,252

23,252

 

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 2019.

 

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 2016 as well as confirmed new and ceasing contracts. The key judgement 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 2.5% (2015: 2.5%) to 2026 (2015: 2025). The cash flows have then been discounted using a pre-tax risk adjusted discount rate of between 9 and 11% (2015: 10%). The forecasts of foreign operations are translated at the exchange rate ruling at the year end.

 

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

 

 

15. Inventories

2016

Group

£'000

2015

Group

£'000

Component parts and consumable stores

4,319

4,063

Commercial vehicles

3,768

2,993

Commercial vehicles on consignment

18,165

14,621

Total inventories net of provision for obsolescence

26,252

21,677

 

See below for the movements in the provision for obsolescence:

 

Group

£'000

At 1 May 2014

132

Credited for the year

(9)

Utilised

(106)

At 30 April 2015

17

Charged for the year

39

Utilised

(47)

At 30 April 2016

9

The cost of inventories recognised as an expense amounted to £82,398,000 (2015:£ 69,720,000).

Included within commercial vehicles is £930,000 (2015: £1,141,000) relating to assets held under hire purchase agreements.

 

 

16. Trade and other receivables

2016

Group

£'000

2015

Group

£'000

Trade receivables

19,316

88

17,562

Less: provision for impairment of receivables

(328)

(256)

Trade receivables - net

18,988

17,306

Other receivables

2,971

3,494

Prepayments and accrued income

17,857

12,643

Total trade and other receivables

39,816

33,443

See note 25 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 2014

349

Charged for the year

34

Utilised

(127)

At 30 April 2015

256

Charged for the year

124

Foreign currency adjustment

2

Utilised

(54)

At 30 April 2016

328

 

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 20 days (2015: 23 days).

 

An impairment review has been undertaken at the balance sheet date to assess whether the carrying amount of financial assets is deemed recoverable. The primary credit risk relates to customers which have amounts due outside of their credit period. A provision for impairment is made when there is objective evidence of impairment which is usually indicated by a delay in the expected cash flows or non-payment from customers.

 

The ageing analysis of trade receivables was as follows:

Neither past due nor impaired

Past due but not impaired

 

 

£'000

30-60 days

£'000

60-90 days

£'000

> 90 days

£'000

30 April 2016

17,216

1,006

231

535

30 April 2015

16,126

764

149

267

 

 

17. Cash and cash equivalents

2016

Group

£'000

2015

Group

£'000

Cash and cash equivalents

715

1,854

Bank overdraft

(1,817)

-

Total cash and cash equivalents

(1,102)

1,854

 

 

18. Trade and other payables

2016

Group

£'000

2015

Group

£'000

Trade creditors

25,984

25,272

Consignment inventory payables

22,859

14,176

Other taxes and social security

3,364

4,507

Other creditors

4,338

6,096

Accruals and deferred income

15,638

11,657

Total trade and other payables

72,183

61,708

 

 

19. Financial liabilities: borrowings

2016

Group

£'000

2015

Group

£'000

Non-current:

Bank loans

5,113

7,291

Obligations under finance leases or hire purchase agreements

7,818

2,935

Total non-current

12,931

10,226

Current:

Bank overdrafts

1,817

-

Bank loans

944

2,604

Obligations under finance leases or hire purchase agreements

3,792

2,592

Total current

6,553

5,196

Total borrowings

19,484

15,422

Less cash and cash equivalents

715

1,854

Net debt

18,769

13,568

 

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

2016

Group

£'000

2015

Group

£'000

In one year or less

944

2,604

Between one and five years

5,113

7,291

After five years

-

-

Total bank loans

6,057

9,895

 

The principal lender has security over all assets of the Group's UK operations. The Group's principal bank facilities were increased to £30,000,000 and rescheduled in January 2016. The facilities now consist of:

·

a Revolving Credit Facility of £19,744,000 repayable in January 2021; interest rate 1.75% above LIBOR. The amount drawn at 30 April 2016 was £5,500,000;

·

a committed overdraft of £8,000,000. The amount drawn at 30 April 2016 was £1,817,000; and

·

bonds and guarantees of £2,256,000.

 

In addition to the Revolving Credit Facility above, other items included within bank loans at 30 April 2016 are as follows:

·

other bank loans - £179,000 repayable in monthly or quarterly instalments over periods between 4 and 38 months; interest rates fixed at between 0% and 4.80%;

·

pre-inception capital funding of £839,000; finance leases of 3-5 years will be incepted in the year ending 30 April 2017 when the relevant capital projects are complete; and

·

unamortised debt issue costs of £461,000 have been deducted from the total outstanding bank loans.

 

The amounts which are repayable under hire purchase or finance lease instalments are shown below:

2016

Group

£'000

2015

Group

£'000

Fixed rate leases:

Minimum lease payments:

In one year or less

3,241

1,561

Between one and five years

7,244

2,112

After five years

-

-

10,485

3,673

Interest:

In one year or less

(366)

(151)

Between one and five years

(483)

(105)

After five years

-

-

(849)

(256)

Principal of fixed rate leases:

In one year or less

2,875

1,410

Between one and five years

6,761

2,007

After five years

-

-

9,636

3,417

Variable rate leases:

In one year or less

917

1,182

Between one and five years

1,057

928

After five years

-

-

1,974

2,110

Total

11,610

5,527

 

It is the Group's policy to acquire certain of its property, plant and equipment and inventories under finance leases or hire purchase agreements. The average contract term is 4.0 (2015: 3.5) years. At 30 April 2016 £10,878,000 (2015 £5,234,000) of the Group total of such obligations is denominated in Pounds Sterling and the remainder is denominated in Euros. The interest on the variable rate leases is based on a margin above Bank Base Rate or LIBOR. The Group's obligations under finance leases are secured by the lessor's charge over the assets.

 

20. Provisions

Onerous contracts

Group

£'000

Uninsured

losses

Group

£'000

Dilapidations

Group

£'000

 

Total

Group

£'000

At 1 May 2014

312

-

534

846

Acquisitions

-

-

48

48

Utilised

(78)

(79)

(82)

(239)

Charged in year

-

79

106

185

At 30 April 2015

234

-

606

840

Utilised

(92)

(60)

(92)

(244)

Charged in year

30

60

192

282

At 30 April 2016

172

-

706

878

 

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

2016

Group

£'000

2015

Group

£'000

Current

109

108

Non-current

769

732

878

840

 

Onerous contracts

Following a reorganisation of the commercial vehicles business in the year ended 30 April 2013, which included the closure of a depot, 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 will be 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

Provisions are established over the life of leases to cover remedial work necessary at termination under the terms of those leases. Two key sites have leases that expire 21 and 12 years from the balance sheet date. All other leases expire in 10 years or less.

 

 

21. Share capital

2016

Company

£'000

2015

Company

£'000

Allotted, called up and fully paid:

100,005,341 (2015: 100,000,000) ordinary shares of 0.05p each

50

50

 

During the year the Company issued 5,341 ordinary shares at a price of 140.4p per share to satisfy share options. See note 22 below.

 

 

22. 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 3 years. A summary of the principal terms of the PSP, including vesting conditions, is contained in the Directors' Remuneration Report of the Company's 2016 Annual Report and Accounts (available to download from www.clippergroup.co.uk/report-accounts/) on pages 58 to 72.

 

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 year were offered with a 3-year savings contract, under which the employee could elect to save between £10 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 2014

-

-

-

-

Granted during the year

845,895

nil

1.352,846

140.40p

Forfeited during the year

-

-

-

-

Outstanding 30 April 2015

845,895

nil

1,352,846

140.40p

Granted during the year

519,551

nil

299,609

239.34p

Forfeited during the year

-

-

(127,245)

148.70p

Exercised during the year

-

-

(5,341)

140.40p

Outstanding 30 April 2016

1,365,446

nil

1,519,869

159.21p

 

At 30 April 2016, 6,671 (2015: nil) options were exercisable.

 

The fair value of the share options is measured at the grant date, using the Black-Scholes model and taking into account the terms and conditions upon which the instruments were granted. The key inputs to the model are:

 

2016

Share price at: 14 January 2016

301.00p

9 February 2016

267.25p

29 March 2016

278.00p

Expected life of option

3.5 years

Volatility

35%

Dividend yield

1.73% - 1.95%

 

The expected life of the options has been estimated as 6 months beyond vesting date. As there is little historical data the volatility has been estimated at 35% based on similar quoted companies. The dividend yield is calculated by applying dividends paid in the preceding 12 months to the share price at the grant date.

 

The cost of the options is recognised over the expected vesting period. The total charge for the year ended 30 April 2016 relating to employee share based payment plans was £454,000 (2015: £124,000). The fair value of share options at 30 April 2016 to be amortised in future years was £1,958,000 (2015: £1,188,000).

 

All share based payments in both years are equity settled.

 

 

23. Commitments and contingencies

Operating lease commitments - land and buildings:

2016

Group

£'000

2015

Group

£'000

Less than one year

14,981

11,391

Between one and five years

60,549

43,269

More than five years

83,541

59,327

Total minimum lease payments

159,071

113,987

 

Operating lease commitments - vehicles, plant and equipment:

2016

Group

£'000

2015

Group

£'000

Less than one year

4,697

2,364

Between one and five years

9,148

3,503

More than five years

99

84

Total minimum lease payments

13,944

5,951

 

 

24. Capital commitments

2016

Group

£'000

2015

Group

£'000

Authorised and contracted for

9,467

797

Authorised, but not contracted for

7,279

8,569

16,746

9,366

 

 

25. Financial instruments and financial risk management objectives and policies

In accordance with IAS 39 (Financial Instruments: Recognition and Measurement) 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 generally 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 the 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 2016 there were no significant concentrations of credit risk (2015: £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.

 

As part of the novation of bank facilities from the former parent on 2 May 2014, the Company took on an existing interest rate swap. The notional principal at 30 April 2016 is £900,000 which reduces by £450,000 on a quarterly basis. The Company pays a fixed rate of 3.68% and receives a variable LIBOR rate on the notional amount. The fair value of the interest rate swap is determined by reference to market value and at 30 April 2016 was a loss of £10,000.

 

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 (2015: 50 points) on that portion of borrowings affected, would be to reduce the Group's profit before tax by £99,000 (2015: £77,000).

 

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 US dollar. 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 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 depots 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.

 

2016

Group

£'000

2015

Group

£'000

Adjusted EBIT

14,531

12,005

Finance costs (net)

1,409

1,379

Interest cover

10.3

8.7

 

2016

Group

£'000

2015

Group

£'000

Adjusted EBIT

14,531

12,005

Depreciation and impairment of property, plant and equipment

4,580

3,358

Amortisation and impairment of intangible assets

466

292

Earnings before interest, tax, depreciation and amortisation ("EBITDA")

19,577

15,655

Net debt (note 19)

18,769

13,568

Net debt/EBITDA

0.96

0.87

 

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 24-36 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.

 

Maturity of financial liabilities:

Due within one year

£'000

Due between one and two years

£'000

Due between two and five years

£'000

Total

£'000

30 April 2015

Fixed rate borrowings

3,314

2,163

841

6,318

Floating rate borrowings

1,882

2,320

5,208

9,410

Total borrowings

5,196

4,483

6,049

15,728

Trade and other payables

60,237

-

-

60,237

Total financial liabilities

65,433

4,483

6,049

75,965

30 April 2016

Fixed rate borrowings

2,980

2,457

5,279

10,716

Floating rate borrowings

3,573

674

4,982

9,229

Total borrowings

6,553

3,131

10,261

19,945

Trade and other payables

70,388

-

-

70,388

Total financial liabilities

76,941

3,131

10,261

90,333

 

Estimation of fair values

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

·

derivatives: interest rate swaps are marked to market using listed market prices;

·

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

 

2016

Book value

£'000

2016

Fair value

£'000

2015

Book value

£'000

2015

Fair value

£'000

Current financial assets:

Cash and cash equivalents

715

715

1,854

1,854

Trade and other receivables

39,816

39,816

33,443

33,443

Liabilities:

Bank overdraft

(1,817)

(1,817)

-

-

Short term borrowings

(4,736)

(4,736)

(5,196)

(5,196)

Trade and other payables

(72,183)

(72,183)

(61,708)

(61,708)

Derivative financial instruments

(10)

(10)

(70)

(70)

Long term borrowings

(12,931)

(12,588)

(10,226)

(10,106)

 

Long-term borrowings are classified as Level 2 (items with significant observable inputs) financial liabilities under IFRS 13. Derivative financial instruments consist of interest rate swaps and are 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.

 

 

26. Related party disclosures

Roydhouse Properties Limited is the landlord of two of the Company's leasehold properties and is classed as a related party due to the company having common directors with Clipper Logistics plc.

 

Knaresborough Real Estate Limited, a company owned by Steve Parkin, is the landlord of one of the Group's leasehold properties. Rent payable under the current lease is at the same rate as that with the previous landlord.

 

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

 

The Group rents an aircraft from South Acre Aviation Limited, a company owned by Steve Parkin. Charges are on an arm's length basis.

 

During the prior year the Company leased racehorses which are beneficially owned by Steve Parkin. These horses ran in the Company name and in Company colours. Under the terms of the lease, the Company was responsible for all expenditure in connection with the horses but could retain any monies received for a win or placing up to the value of the costs incurred for that horse. The rights and liabilities arising under this arrangement ceased on 31 May 2014.

 

Key management compensation is disclosed in note 5.

 

There were no balances owing to or from these related parties at 30 April 2016 or 30 April 2015. The dividends paid to the former parent company can be found in note 7. Interest receivable from the former parent company can be found in note 9.

 

2016

Group

£'000

2015

Group

£'000

Items charged to the income statement:

Roydhouse Properties Limited - rent payable

885

877

Knaresborough Real Estate Limited - rent payable

298

157

Guiseley Association Football Club - advertising and sponsorship

50

25

South Acre Aviation Limited - aircraft rental costs

19

7

Horse costs

-

56

 

 

27. Business combinations

Servicecare Support Services Limited

On 3 December 2014, the Group acquired 100% of the voting shares of Servicecare Support Services Limited ("Servicecare") and its subsidiary, Electrotec International Limited (together, the "Servicecare group"), in exchange for cash consideration. Both are unlisted companies based in the UK. The Servicecare group specialises in providing returns logistics services to consumer electronics manufacturers and retailers. The Group acquired Servicecare to enhance its returns management service offering.

 

Purchase consideration:

£'000

Cash paid on completion

6,475

Deferred consideration paid in the year ended 30 April 2016

2,000

Additional consideration paid following receipt of an equivalent tax refund

212

Total consideration payable

8,687

 

Analysis of cash flows on acquisition:

£'000

Cash paid

6,475

Net cash acquired with the subsidiary (included in cash flows from investing activities)

(2,776)

Net cash flow on acquisition in the prior year

3,699

 

Acquisition:

Fair value recognised

on acquisition

£'000

Assets:

Property, plant and equipment

299

Intangible assets

1,222

Cash and cash equivalents

2,776

Inventories

219

Trade receivables (at cost and fair value)

1,801

Other receivables

260

Current tax asset

49

Liabilities:

Trade payables

(1,125)

Other payables

(622)

Borrowings

(151)

Current tax liability

-

Deferred tax liability

(275)

Total identifiable net assets/(liabilities) at fair value

4,453

Goodwill arising on acquisition

4,234

Total consideration

8,687

 

The fair values above are considered to be final.

 

The goodwill of £4,234,000 comprises the value of expected synergies arising from the acquisition. Goodwill is allocated entirely to the value-added logistics services segment.

 

None of the goodwill recognised is expected to be deductible for income tax purposes.

 

Intangible assets recognised consist of brands, customer relationships and the acquired order book.

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