Registered number: 09809961
TOUR PARTNER GROUP MIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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TOUR PARTNER GROUP MIDCO LIMITED
COMPANY INFORMATION
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Hygeia Building 5th Floor
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Chartered Accountant & Statutory Auditor
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TOUR PARTNER GROUP MIDCO LIMITED
CONTENTS
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Independent auditors' report
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Consolidated statement of comprehensive income
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Consolidated statement of financial position
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Company statement of financial position
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Consolidated statement of changes in equity
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Company statement of changes in equity
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Consolidated statement of cash flows
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Consolidated analysis of net debt
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Notes to the financial statements
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TOUR PARTNER GROUP MIDCO LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
The directors present their Strategic Report, together with the financial statements, for Tour Partner Group Midco Limited (the “Company”) and its subsidiaries (together the "Group") for the year ended 31 December 2022.
COVID-19 continued to significantly disrupt the business during the year. Since the outbreak in March 2020 the Group, its customers and the wider industry has had over two years of minimal trading, travel restrictions and operational disruption. 2022 saw significant fluctuations, starting with another lockdown in key markets however from Spring, many travel restrictions were removed and key markets reopened, resulting in a rapid return of customer demand.
Key performance indicators
After initial disruption in the year caused by Omicron, the business rapidly resumed operations which continued through 2022 and into 2023.
This caused a significant increase in revenue compared to the prior year, increasing to €78m (2021 - €14m), and margin increasing to €13m (2021 - €3m). This return to significant operations also allowed the business to increase headcount from 150 to 185, and operational capacity throughout the group, both of which continue to expand into 2023.
Operating loss is stated after €8m (2021: €9m) of depreciation & amortisation. Operating loss and Loss after tax were both reduced when compared to the prior year, with the loss after tax of €11m (2021 - €20m) taken against reserves resulting in an increased net liabilities position of €62m (2021 - €49m).
No new debt was required or repaid in the year, with interest on bank debt settled in line with agreed terms. Cash reduced from €3m to €1m. Since year end the Group has issued new loan notes to shareholders totalling €4m, see note 21.
The Company net assets position increased from €9m to €11m largely due to foreign exchange and interest receivable on amounts due from subsidiaries, offset by interest payable on loan notes.
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TOUR PARTNER GROUP MIDCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
After a challenging 2020 and 2021 due to COVID-19 impact on the business and operations, 2022 saw a significant trading recovery for the group and wider industry. This has continued into 2023, with strong customer demand translating into trading and pipeline bookings. This has reinforced managements’ expectations for the year ahead.
The group maintains a strong relationship with its shareholders and lenders, who have supported liquidity and working capital requirements for the group during COVID-19 through the injection of funds, the waiving of accrued shareholder debt interest and the extension of bank facility repayment periods. See note 21 for information on subsequent events relating to funding.
Principal risks and uncertainties
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Pandemics
As seen in recent years, the disruption and impact from COVID-19 on the travel sector and wider economy has been significant. Recovery has continued in 2021 and 2022, however the predictability of the recovery and operational capacity in the wider industry continues to be a risk. The Group works closely with its customers and suppliers to minimize these risks, however the COVID-19 impact will continue.
Global economy
With the recovery of the wider global economy, key markets are experiencing high inflation and pricing pressure. The response from governments has and continues to differ, including impacts on direct and indirect taxation. This may impact the business through supplier pricing and customer demand for the groups products and services. The business actively works with its partners to manage pricing pressure wherever possible, and with its lenders and shareholders on the business outlook.
Information systems and Data security
The Group’s activities are dependent on the performance of a variety of software packages and the stability of the platforms on which they are hosted, together with the ongoing protection of data. The Group continues to invest in its IT systems and utilises cloud based and off site hosting where appropriate and partners with specialist IT companies to provide support and defence.
Foreign currency
The Group is a net recipient of Euros and incurs costs in Pound Sterling, Euros, Norwegian Krone, Icelandic Krona and Swedish Krona. Whilst the Group does not apply hedge accounting, informally the Group hedges around 65% - 75% of its projected forward currency requirement primarily at the start of each customer booking cycle period underpinning committed market pricing, and additionally at each quarterly interval in advance of the date of travel. This mitigates the movement in committed customer pricing which could be well before date of travel and the crystalization of local services settled with the supplier.
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TOUR PARTNER GROUP MIDCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
Financial risk management objectives and policies
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The Group is exposed to a variety of financial risks including foreign currency and liquidity risk. The Group has in place a risk management programme that seeks to limit any adverse effect on the financial performance of the Group.
Foreign currency risk
The Group is exposed to foreign currency risk on its operations by virtue of entering into transactions in currencies other than the functional currency of the Euro. The Group centrally manages the treasury and foreign exchange exposure for its trading subsidiaries through an informal foreign exchange hedging programme with its principal bankers. The Group does not apply hedge accounting. In order to manage the risk, the Group, when considered appropriate, uses currency accounts and forward contracts as part of a robust foreign exchange hedging strategy. The Group will continue to use currency accounts, forward contracts, or any other derivative product considered adequate to protect against the risk of unfavourable currency movements.
Liquidity risk
The Group is financed through available revolving credit facilities and shareholder cash liquidity made available to support working capital needs. See additionally the reference points in the going concern note. The directors consider that the Group has the appropriate funding to meet the needs of the business from existing facilities.
Credit risk
The Group operates a treasury and funding operation with group companies, and management closely monitor receivables for impairment.
Price risk
The Group managed price risk by entering into bulk purchase transactions as far in advance as possible and will vary the rates they charge in line with overheads and other costs as necessary.
Sustainability
We have a vision to be the leading sustainable Destination Management Company in Europe by 2025. To support this vision we continue to invest in sustainability in our operations and our offering as part of our 3P approach – People, Planet and Profit.
Our teams continue to expand our sustainable tours offering through the UK and wider Group operations. We work closely with our partners to tailor unique, enjoyable, sustainable tours.
We also engage with our teams to consider where we can make improvements in our operations, through how our offices work, our approach to travel, and involve our people in initiatives. As part of this, we expanded an initiative in 2021 to offset our carbon footprint with tree-planting. Our partner plants 12 trees per employee per month – which is due to exceed 125,000 trees in 2022.
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TOUR PARTNER GROUP MIDCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
Directors' statement of compliance with duty to promote the success of the Group
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The directors of Tour Partner Group Midco Limited consider, both individually and together, they have fulfilled their fiduciary responsibilities and continue to act in good faith as officers of the Group and its subsidiary companies. During the course of the year under review, all decisions made, respective actions and interaction internally and externally, has been to promote the success of the Company for the benefit of all its stakeholders.
Shareholders
As owners of our Group, we rely on the support of shareholders and their opinions are important to us. We have an open dialogue with our shareholders through monthly meetings. Discussions with shareholders cover a wide range of topics including financial performance, strategy, outlook, governance and ethical practices. Shareholder feedback and their views are considered as part of decision-making process.
During the year and subsequently we have had regular engagement with the shareholders, including liquidity and financing. The shareholders continue to be supportive of the business and have extended additional loan note financing since year end, see note 21.
Employees
Our employees are fundamental to our success and we want them to be successful individually and as a unit. There are numerous ways in which we engage with and listen to our employees including employee surveys, group briefings and newsletters. Key areas of focus include health and well-being, development opportunities, pay and benefits.
Given the significant operational disruption which continued in the year due to COVID-19, we have continued to work closely with employees throughout the business to support them with hybrid and remote working, additional flexibility and training opportunities. We continue to invest in employee engagement with the use of digital channels, together with increased team and company wide meetings and listening events.
Customers
Our ambition is to deliver high quality tours to our valued customers. We build strong lasting relationships with our customers and spend considerable time with them to understand their needs and views. We also listen to how we can improve our services for our customers and the end consumers' benefit, and we use this knowledge to improve our decision-making.
Suppliers
We build strong relationships with our suppliers to develop mutually beneficial and lasting connections. Engagement with suppliers is primarily through a series of interactions, before and after the tours have been arranged. This ensures our values, expectation and goals are aligned with the suppliers and helps build key relationships. Key areas of focus include service development, health and safety and sustainability. The board recognises that relationships with suppliers are important to the Group's long-term success and is briefed on supplier feedback and arising issues on a regular basis.
Communities
We engage with the communities in which we operate to build trust and understand the local issues that are important to them. Key areas of focus include how we can support local causes and issues, create opportunities to recruit and develop local people and help to look after the environment. The key issues and themes across local communities are reported back to the board. The impact of decisions on the environment both locally and nationally is fully considered at all times.
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TOUR PARTNER GROUP MIDCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
Government and regulators
We engage with the government and regulators through a range of industry consultations, forums, meetings and conferences to communicate our views to policy makers relevant to our business. Key areas of focus are compliance with laws and regulations, health and safety and product safety. The board is updated on legal and regulatory developments and takes these into account when considering future actions.
During the year, the Group utilised government support in all key markets to protect the business and employees. The Group continues to benefit from government tourism grants post year end, which supports the industry’s recovery post pandemic.
This report was approved by the board and signed on its behalf.
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TOUR PARTNER GROUP MIDCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
The directors present their report and the financial statements for the year ended 31 December 2022.
Directors' responsibilities statement
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The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The principal activity of the Company remains that of an intermediate holding company for its investments. The principal activity of the group of which the Company is the parent is the business of travel consultants and agents.
The loss for the year, after taxation, amounted to €11,222,765 (2021 - loss €19,882,965).
The directors do not recommend the payment of a dividend (2021 - €nil)
The directors who served during the year were:
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M D Mayhew (resigned 10 October 2022)
M Pharoah (resigned 10 March 2023)
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Since the year end, A Graves was appointed as a director on 10 March 2023
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TOUR PARTNER GROUP MIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
Engagement with employees
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The Group maintains a HR intranet site that provides employees with information on matters of concern to them as employees, including the financial and economic factors affecting the performance of the Group. The intranet site includes functionality that enables employees to express views on matters that affect them anonymously and the Group also undertakes a biannual staff survey to canvas views on significant matters.
Engagement with suppliers, customers and others
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The Group consider the business relationships with its customers and suppliers as of paramount importance to deliver its strategic and operational goals. An approach where the process of proactive engagement underscored by a sustainable collaboration will create mutual opportunity, an output underpinned by respect and partnership, two of our key corporate values.
This approach has never been so important as during the last three years. We have worked tirelessly to support our customers in the fast changing environment, supporting new bookings and opportunities, rebookings and amendments.
That customer centric approach has only been possible due to the deep relationships we have built with our suppliers who have been incredibly understanding and supportive of the need for flexibility and to focus on the long term. Equally, this allowed us to work together to optimise short term opportunity when it was presented, as well as adapt and take a more flexible commercial approach to future customer needs.
A legacy of the pandemic will be measured by how successful the three-way relationship between our customers, our suppliers and our business has been embedded in our culture.
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TOUR PARTNER GROUP MIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
The directors prepare the financial statements on a going concern basis unless it is inappropriate to presume the group will continue in business. The company acts as an intermediate holding company for its investments. The principal activity of
the group of which the company is the parent is the business of travel consultants and agents.
After a challenging 2020 and 2021 due to COVID-19 impact on the business and operations, 2022 saw a significant trading recovery for the group and wider industry. This has continued into 2023, with strong customer demand translating into trading and pipeline bookings. This has reinforced managements’ expectations for the year ahead.
The group maintains a strong relationship with its shareholders and lenders, who have supported liquidity and working capital requirements for the group during COVID-19 through the injection of funds, the waiving of accrued shareholder debt interest and the extension of bank facility repayment periods.
Since year end, the Group has obtained further loan note funding from its shareholders, and has agreed with its lender to delay the 2023 debt repayment with the next repayment due in June 2024, together with revised covenant requirements which are due to begin in Q4 2023. See note 21 for funding information.
The directors have prepared forecasts for the periods until December 2024, which current trading continues to be monitored against. This reflects the return of demand seen in 2022, with 2023 expected to match if not exceed pre-COVID-19 trading levels, a position consistent with our market peers and competitors. Based on these forecasts, the group does not require any further funding.
Despite the current headwinds in the economy, the directors are confident these robust forecasts are achievable. The group continues to work closely with its customers and suppliers to ensure it is well placed and the groups’ offerings and pricing meet current expectations. The group operates in several markets which allows a more balanced and diverse risk and opportunity profile as the recovery continues.
As referred to above, through the continued support of shareholders and lenders, the repayment terms of existing debt has been extended, allowing the group to focus on trading in this recovery phase. Loan notes are not due for repayment until 2025 and bank debt repayments commence in June 2024, with most repayments not due until 2025.
Whilst not guaranteed, based on the forecasts prepared and the trading in 2023 to date, together with the continued support and current repayment terms agreed with shareholders and lenders, the directors are confident that the business will continue as a going concern and is well placed to take advantage of the current recovery climate.
The Group is committed to a policy of recruitment and promotion on the basis of aptitude and ability without discrimination of any kind. Particular attention is given to the training and promotion of disabled employees to ensure that their career development is not unfairly restricted by their disability, or perceptions of it.
The Group's HR procedures make clear that full and fair consideration must be given to applications made by and the promotion of disabled persons. Where an employee becomes disabled whilst employed by the Group, the HR procedures also require that reasonable effort is made to ensure they have the opportunity for continued employment within the Group. Retraining of employees who become disabled whilst employed by the Group is offered where appropriate.
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TOUR PARTNER GROUP MIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
Qualifying third party indemnity provisions
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The third party qualifying indemnity insurance for the benefit of the Group directors is maintained by the Company.
Matters covered in the Group Strategic Report
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As permitted by paragraph 1A of schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulation 2008, certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Strategic Report. These matters relate to future developments and the financial risk management objectives and policies.
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.
Post balance sheet events
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There have been no significant events affecting the Group since the year end, other than renewal of the bank facilities and additional loan note funding.
The auditors, Xeinadin Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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TOUR PARTNER GROUP MIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUR PARTNER GROUP MIDCO LIMITED
We have audited the financial statements of Tour Partner Group Midco Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2022, which comprise the Group Statement of comprehensive income, the Group and Company Statements of financial position, the Group Statement of cash flows, the Group and Company Statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2022 and of the Group's loss for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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In forming our opinion, we have considered the adequacy of the disclosures made in note 2.3 in the financial statements concerning the Group's ability to continue as a going concern.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed and the disclosure made in note 2.3, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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TOUR PARTNER GROUP MIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUR PARTNER GROUP MIDCO LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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TOUR PARTNER GROUP MIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUR PARTNER GROUP MIDCO LIMITED (CONTINUED)
Responsibilities of directors
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As explained more fully in the Directors' responsibilities statement set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
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TOUR PARTNER GROUP MIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUR PARTNER GROUP MIDCO LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
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Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙enquiry of management and those charged with governance around actual and potential litigation and
claims and to identify any instances of non-compliance with laws and regulations;
∙reviewing minutes of meetings of those charged with governance;
∙reviewing financial statement disclosures and testing to supporting documentation to assess compliance
with applicable laws and regulations;
∙performing audit work over the risk of management override of controls, including testing of journal
entries and other adjustments for appropriateness, evaluating the business rationale of significant
transactions outside the normal course of business and reviewing accounting estimates for bias;
∙obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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TOUR PARTNER GROUP MIDCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUR PARTNER GROUP MIDCO LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Yasin Khandwalla (FCCA) (Senior statutory auditor)
for and on behalf of
Xeinadin Audit Limited
Chartered Accountant & Statutory Auditor
8th Floor Becket House
36 Old Jewry
London
EC2R 8DD
15 November 2023
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TOUR PARTNER GROUP MIDCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year
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Currency translation differences
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Other comprehensive income for the year
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Total comprehensive income for the year
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(Loss) for the year attributable to:
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Owners of the parent Company
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The notes on pages 23 to 48 form part of these financial statements.
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TOUR PARTNER GROUP MIDCO LIMITED
REGISTERED NUMBER: 09809961
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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Equity attributable to owners of the parent Company
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 23 to 48 form part of these financial statements.
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TOUR PARTNER GROUP MIDCO LIMITED
REGISTERED NUMBER: 09809961
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2022
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Net assets excluding pension asset
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 23 to 48 form part of these financial statements.
|
TOUR PARTNER GROUP MIDCO LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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Currency translation differences
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Currency translation differences
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The notes on pages 23 to 48 form part of these financial statements.
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TOUR PARTNER GROUP MIDCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
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Currency translation differences
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Currency translation differences
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The notes on pages 23 to 48 form part of these financial statements.
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|
TOUR PARTNER GROUP MIDCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
Cash flows from operating activities
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Loss for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Net fair value losses recognised in P&L
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(Increase)/decrease in corporation tax owed
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Foreign exchange (gain)/loss
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Net cash generated from/(used in) operating activities
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Cash flows from investing activities
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Purchase of intangible fixed assets
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Purchase of tangible fixed assets
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Net cash used in investing activities
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TOUR PARTNER GROUP MIDCO LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
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Cash flows from financing activities
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Net cash (used in)/generated from financing activities
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Net (decrease)/increase in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 23 to 48 form part of these financial statements.
|
|
TOUR PARTNER GROUP MIDCO LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2022
The notes on pages 23 to 48 form part of these financial statements.
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Tour Partner Group Midco Limited is a private company limited by shares incorporated in England and Wales. The address of the registered company is given on the Company Information page of these financial statements.
The nature of the Group's operations and principal activity are set out in the Strategic Report.
2.Accounting policies
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Basis of preparation of financial statements
|
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of financial position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
|
TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
The directors prepare the financial statements on a going concern basis unless it is inappropriate to presume the group will continue in business. The company acts as an intermediate holding company for its investments. The principal activity of
the group of which the company is the parent is the business of travel consultants and agents.
After a challenging 2020 and 2021 due to COVID-19 impact on the business and operations, 2022 saw a significant trading recovery for the group and wider industry. This has continued into 2023, with strong customer demand translating into trading and pipeline bookings. This has reinforced managements’ expectations for the year ahead.
The group maintains a strong relationship with its shareholders and lenders, who have supported liquidity and working capital requirements for the group during COVID-19 through the injection of funds, the waiving of accrued shareholder debt interest and the extension of bank facility repayment periods.
Since year end, the Group has obtained further loan note funding from its shareholders, and has agreed with its lender to delay the 2023 debt repayment with the next repayment due in June 2024, together with revised covenant requirements which are due to begin in Q4 2023. See note 21 for funding information.
The directors have prepared forecasts for the periods until December 2024, which current trading continues to be monitored against. This reflects the return of demand seen in 2022, with 2023 expected to match if not exceed pre-COVID-19 trading levels, a position consistent with our market peers and competitors. Based on these forecasts, the group does not require any further funding.
Despite the current headwinds in the economy, the directors are confident these robust forecasts are achievable. The group continues to work closely with its customers and suppliers to ensure it is well placed and the groups’ offerings and pricing meet current expectations. The group operates in several markets which allows a more balanced and diverse risk and opportunity profile as the recovery continues.
As referred to above, through the continued support of shareholders and lenders, the repayment terms of existing debt has been extended, allowing the group to focus on trading in this recovery phase. Loan notes are not due for repayment until 2025 and bank debt repayments commence in June 2024, with most repayments not due until 2025.
Whilst not guaranteed, based on the forecasts prepared and the trading in 2023 to date, together with the continued support and current repayment terms agreed with shareholders and lenders, the directors are confident that the business will continue as a going concern and is well placed to take advantage of the current recovery climate.
|
TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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Foreign currency translation
|
Functional and presentation currency
The Company's functional currency is Pound Sterling. This differs from the presentational currency which is Euros. The reason for the difference is since to be consistent with the functional currency of the Company's main subsidiaries, which is Euros.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses that relate to borrowings are presented in the Statement of comprehensive income within interest receivable and similar income, or interest payable and similar expenses, as appropriate. All other foreign exchange gains and losses are presented within administrative expenses.
On consolidation, the results of overseas operations are translated into Euros at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, reduced by discounts, rebates, and excluding value added tax and other sales taxes. Turnover is recognised on the date of customer arrival.
|
|
Operating leases: the Group as lessee
|
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
|
TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Grants are accounted under the accruals model as permitted by FRS 102. Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.
In the current year the Group benefitted from government support in the form of tourism grants from the Scottish Government and Irish Government, and the Irish Governments' COVID-19 Wage Subsidy Scheme. In the prior year the Group benefited from government support in the form of tourism grants from the Scottish Government and Irish Government, the Irish Governments' COVID-19 Wage Subsidy Scheme and the UK Governments' Coronavirus Job Retention Scheme (CRJS).
Interest income is recognised in profit or loss using the effective interest method.
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.
|
TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
|
|
Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
|
TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated statement of comprehensive income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
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Computer software and website
|
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Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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Short-term leasehold property
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|
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
|
TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
|
|
Cash and cash equivalents
|
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
|
TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
|
|
Provisions for liabilities
|
Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of financial position.
|
TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the reporting date.
|
TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
|
Judgments in applying accounting policies and key sources of estimation uncertainty
|
In preparing these financial statements, the directors have had to make the following judgments:
∙Determine whether there are indicators of impairment of the Group's tangible and intangible assets including goodwill. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performances of the assets and where it it a component of a larger cash generating unit, the viability and expected future performance of that unit.
∙Determine whether software development costs should be capitalised or expensed. Software development costs have been capitalised where future economic benefit is expected to be derived from the investment, and the requirements of FRS102 are met.
∙When assessing whether to prepare financial statements on a going concern basis, FRS102 requires management to look out at least 12 months from the date that financial statements are authorised for issue. In the current stressed economic environment there is an increased amount of judgment that needs to be applied to assumptions in respect of future trading results.
∙The Group operates in numerous jurisdictions. Accordingly, the Group is filing tax returns, providing for and paying all taxes and duties it believes are due based on local laws, transfer pricing agreements and tax advice obtained. The Group is periodically subject to audits and assessments by local tax authorities. The directors accrue and make provision for taxation based on their best estimates taking into consideration the individual facts and circumstances. Assessments made rely on estimates and assumptions and may involve judgment. To the extent that the final outcome of such matters is different from the amounts recorded, such differences may impact the Group's financial results in which such determination is made.
∙Trade debtors, supplier deposits and accrued income relating to amount to amounts falling due from customers are assessed regularly for potential bad debts. Factors considered include the period overdue and discussions with the customers to date, sales terms, payments history and future services.
Key sources of estimation uncertainty
∙Intangible assets are amortised over their useful lives taking into account residual values where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values (see note 13 for details of the carrying amounts of intangible assets).
∙Trade debtors, supplier deposits and accrued income relating to amounts falling due from customers are assessed regularly for potential bad debts. Factors considered include the period overdue and discussions with the customers to date, sales terms, payment history and future services (see note 16 for details of the carrying amount of trade debtors).
∙Tour costs are accrued in line with contractual commitments with providers and are recognised in the Statement of Comprehensive Income on the same basis as turnover. Invoices are received periodically from service providers. In the interim period accrued costs are based on expected invoice values (see note 18 for details of the accruals balance which includes those related to tour costs).
∙Provision for impairment of the carrying value of amounts due from group undertakings is made based on management's estimate of the prospect of recovering the amounts due, which includes considering the solvency of the counterparty and its future outlook, based on budgets and forecasts prepared by management (see note 16 for details of the carrying values of amounts owed by group undertakings).
|
TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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An analysis of turnover by class of business is as follows:
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|
|
Analysis of turnover by country of destination:
|
Government grants receivable
|
|
|
|
|
|
|
|
|
|
|
|
Government grants relate to the support received from governments in the UK and key markets in relation to the Covid-19 pandemic and the promotion of tourism.
|
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|
|
The operating loss is stated after charging:
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Other operating lease rentals
|
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|
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|
|
|
TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
|
Fees payable to the Group's auditors and its associates for the audit of the Group's annual financial statements
|
|
|
|
Audit of the financial statements of subsidiaries of the Company pursuant to legislation
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|
|
The auditing of accounts of subsidiaries of the Company
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|
|
|
Fees payable to the Group's auditor and its associates in respect of:
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|
All other non-audit services
|
|
|
|
|
|
Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution pension scheme
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The average monthly number of employees, including the directors, during the year was as follows:
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Management, administration and support
|
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Pension commitments
The Group operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge for the year represents contributions payable by the Group to the scheme and amounted to €164,939 (2021: €135,504).
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The Company has no employees other than the director, who did not receive any remuneration (2021 - €NIL)
|
|
TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
|
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|
|
Group contributions to defined contribution pension schemes
|
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During the year retirement benefits were accruing to 1 director (2021 - 1) in respect of defined contribution pension schemes.
|
|
The highest paid director received remuneration of €231,689 (2021 - €207,150).
|
|
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to €6,886 (2021 - €7,788).
|
|
The value of the Group's contributions paid to a defined benefit pension scheme in respect of the highest paid director amounted to €6,886 (2021 - €7,788).
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|
Interest receivable and similar income
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Foreign exchange on financing
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Interest payable and similar expenses
|
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|
Amortisation of finance costs
|
|
|
|
|
|
|
|
Foreign exchange on financing
|
|
|
|
|
|
|
|
TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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|
|
Current tax on profits for the year
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Origination and reversal of timing differences
|
|
|
|
Adjustments in respect of prior periods
|
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Taxation on loss on ordinary activities
|
|
|
|
TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
12.Taxation (continued)
|
Factors affecting tax charge for the year
|
|
The tax assessed for the year is the same as (2021 - the same as) the standard rate of corporation tax in the UK of 19% (2021 - 19%) as set out below:
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Loss on ordinary activities before tax
|
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|
Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
|
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Income not taxable for tax purposes
|
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
|
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|
Difference in overseas tax rate
|
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Deferred tax asset not recognised
|
|
|
|
Adjustments to tax charge in respect of prior periods
|
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|
Adjust deferred tax to average rate
|
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|
|
Current tax (prior period) exchange difference arising on movement between opening and closing spot rates
|
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Other differences leading to an increase (decrease) in the tax charge
|
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Total tax charge for the year
|
|
|
|
TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
|
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Computer software & website
|
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Foreign exchange movement
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Charge for the year on owned assets
|
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Foreign exchange movement
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Short-term leasehold property
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Charge for the year on owned assets
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Investments in subsidiary companies
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The Company holds 100% of the Ordinary share capital of the following subsidiary undertakings:
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Experience Scotland Conference and Incentives Limited ***
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9a South Gyle Crescent,Edinburgh, ED26 9DL,Scotland
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Irish Welcome Tours Limited ***
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66 Fitzwilliam Square, Dublin 2, Republic of Ireland
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Hans Edvard Teglers Vej 3, 1, 2920 Chalottenlund, Denmark
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Tour Partner Group Limited
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5th Floor Hygeia Building, 66-68 College Road, Harrow, Middlesex, HA1 1BE, England
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Tour Partner Group (International) Limited *
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5th Floor Hygeia Building, 66-68 College Road, Harrow, Middlesex, HA1 1BE, England
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Tour Partner Group UK Limited ***
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5th Floor Hygeia Building, 66-68 College Road, Harrow, Middlesex, HA1 1BE, England
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Trans Nordic Tours ApS **
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Hans Edvard Teglers Vej 3, 1, 2920 Chalottenlund, Denmark
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3765 Brickway Blvd, Santa Rosa, CA 95403, USA
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* owned 100% by Tour Partner Group UK Limited
** owned 100% by Tour Partner ApS
*** owned 100% by Tour Partner Group Limited
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Due after more than one year
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, accrue interest at an annual rate of between nil and 12% and are repayable on demand.
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Cash and cash equivalents
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Creditors: Amounts falling due within one year
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Amounts owed to parent undertaking
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Other taxation and social security
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Accruals and deferred income
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Financial instruments at fair value
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Amounts due to group undertakings are unsecured, accrue interest at an annual rate of between nil and 12% and are repayable on demand.
See notes 20 for details of the financial instruments at fair value.
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Creditors: Amounts falling due after more than one year
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See note 21 for details of the terms of repayment and the rates of interest payable on the Bank loans and Loan notes.
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
The Group enters into various foreign currency contracts to mitigate the exchange rate risk for certain foreign currency payables. At 31 December 2022, the outstanding contracts all mature within 12 months of the year end.
At the year end the Group is committed to buying 55,370,000 NOK for a fixed amount of EUR and selling 10,000,000 EUR for a fixed amount of GBP.
As at 31 December 2022, the recognised net losses on currency forward contract instruments amounted to €247,272 which is reflected in the statement of comprehensive income.
At the year end the group had no other financial commitments other than those dislosed within these financial statements.
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Analysis of the maturity of loans is given below:
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Amounts falling due within one year
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Amounts falling due 1-2 years
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Amounts falling due 2-5 years
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Bank borrowings
Term loan facilities A & B
In July 2016, the Group borrowed funds from its bankers under two term loans of €4,997,160 (£4,200,000) (Facility A) and €10,470,240 (£8,800,000) (Facility B). As at 31 December 2022, the balances on these facilities were:
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The repayment terms have been amended in recent years due to the pandemic. At the balance sheet date, the first repayment of Facility A is due in June 2024 (£850k) and remaining balance due in June 2025. Facility B is repayable in full in July 2025. Since year end the first repayment of Facility A has been moved from June to December 2024.
Facility A and B accrue interest at a variable rate equivalent to LIBOR plus 3.5% and 4% respectively, and is payable quarterly.
Issue costs of €741,000 (£617,500) were incurred, which have been deducted from the initial carrying value and are being charged to the Income statement as part of the interest charge using the effective interest rate. Unamortised Facility A and B issue costs as at the balance sheet were €217,941 (2021: €306,329).
Acquisition facility
In July 2017, the Group borrowed further funds from its bankers under an acquisition facility of €13,800,000. The facility was subsequently increased to support acquisitions and the balance outstanding on the Facility at the balance sheet date was €17,800,000 (2021: €17,800,000).
The repayment terms have been amended in recent years due to the pandemic. At the balance sheet date, the total balance is due for repayment in July 2025.
The acquisition facility accrues interest at EURIBOR plus 3.5%, payable bi-annually.
Issue costs of €279,067 were incurred, which have been deducted from the initial carrying value and are being charged to the Income statement as part of the interest charge using the effective interest rate. Unamortised issue costs at the balance sheet were €55,812 (2021: €111,626)
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
Revolving credit facilities
The revolving credit facilities have been obtained and expanded in recent years. The outstanding amount at the balance sheet date totalled €10.4m (£9.3m) (2021: €11m (£9.3m)).
The repayment terms have been amended in recent years due to the pandemic. At the balance sheet date €2.4m (£2.1m) was due in June 2023, €2.4m (£2.1m) in June 2024 and €5.6m (£5m) in September 2024. Since year end, the June 2023 repayment has been deferred until June 2024 and the September 2024 repayment deferred until December 2024.
The revolving credit facilities accrue interest at LIBOR plus 3.5%, payable quarterly.
Security
The Group’s bank facilities are secured by a fixed and floating charge over the assets of the Group including the Company.
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Loan notes
The loan notes liability relates to notes issued by the Company to shareholders of the ultimate controlling party, together with former directors of the Group. All loan notes issued are denominated in sterling.
The movement on loan notes is summarized below:
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Loan notes accrue interest at 10% (2021: 10% with the exception of £13m loan notes which accrued interest at 12% until 31 March 2021). Interest is compounded and repayable, along with the principal, on 31 January 2025.
On 30 March 2021 the Group agreed with the loan note holders to waive all accumulated interest until that date. At the same time, the repayment dates were extended and aligned on all loan notes to 31 January 2025, and the interest rates aligned to 10%.
Since the year end there has been further funding through the issuing of loan notes by the Company to existing loan note holders amounting to €4.5m (£3.8m).
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Credited to the profit and loss
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Fixed asset timing differences
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Other short-term timing differences
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At 31 December 2022, the group had an unrecognised deferred tax asset for trading losses of €2,428,000 (2021: €1,918,000) based on corporation tax rates of 25%.
No deferred tax asset has been recognised given the uncertainty over the timing and utilisation in a subsequent accounting period.
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This balance relates to a potential Nordic VAT liability.
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Allotted, called up and fully paid
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10,005,000 (2021 - 10,005,000) Ordinary shares of £0.0000001 (2021: £0.0000001)
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The aggregate nominal value of share capital at the year end was £1.0005 (2021: £1.0005).
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Other reserves
On 31 March 2021 all the interest waived (see note 21) from the loan note holders was converted to capital contribution.
Profit and loss account
The profit and loss account reserve includes all current and prior period retained profits and losses.
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Commitments under operating leases
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At 31 December 2022 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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TOUR PARTNER GROUP MIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Related party transactions
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The company has taken advantage of the exemption available under FRS102 section 33.1A where disclosures of transactions between group members are not required, provided that the subsidiary is wholly-owned.
As at 31 December 2022, the Group has outstanding liabilities to its parent undertaking of €5,844,003 (2021: €5,219,906), as shown in note 18.
A former director (resigned 10 October 2023) of the Group has subscribed for Loan notes issued by the Company. As at 31 December 2022 the outstanding balance due by the Company is €265,449 (£235,161) (2021: €254,229 (£213,298)) of Loan notes. Interest is charged on the basis described for Loan notes in note 21. The total interest charged to the Company for the year is €24,679 (£21,863) (2021: €27,783 (£23,310)). In the prior year, interest amounting to €166,733 (£139,889) was waived.
The ultimate controlling party has subscribed for Loan notes issued by the Company. As at 31 December 2022 the outstanding balance due by the Company is €34,579,032 (£30,633,564) (2021: €33,117,462 (£27,785,552)) of Loan notes. Interest is charged on the basis described for Loan notes in note 20. The total interest charged to the Company for the year is €3,214,826 (£2,848,014) (2021: €3,260,926 (£2,735,917)). In the prior year, interest amounting to €12,305,305 (£10,324,151) was waived.
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The Company's immediate parent is Tour Partner Group Holdco Limited, incorporated in Guernsey. The ultimate parent and the ultimate controlling party is Mayfair Equity Partners LLP, incorporated in England and Wales.
The only company preparing consolidated financial statements which include Tour Partner Group Midco Limited, is Tour Partner Group Midco Limited.
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