Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2023
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
COMPANY INFORMATION
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
CONTENTS
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
The directors present their Strategic Report on the affairs of S E A Transport Holdings Limited (the “Company”) and its subsidiary undertakings (together, the “Group”) for the period ended 31 December 2023.
Principal activity The principal activity of the Group headed by S E A Transport Holdings Limited is that of the provision of maritime haulage and other port services, to a customer base including freight forwarders, shipping lines, and direct UK customers. Services cover haulage of full container loads, consolidation and haulage of part container loads, warehousing and storage, and other related ancillary areas. The Group considers itself to be a leading service provider, underpinned by best-in-class use of technology, and a strong customer focused culture and ethos. The Company acts as a non-trading holding company to the Group. The Group’s trading activities are carried out by the subsidiary undertaking S E A Transport Limited. The Group trades as “SEA Transport”. SEA Transport was established as a family run business in the year 2000, growing initially from a base in Ipswich serving the nearby ‘Port of Felixstowe’. After sustained successful growth, in 2021, the business expanded its operations via commitment to a materially larger warehousing facility within the Felixstowe port boundary. As a materially larger business, SEA Transport was then subsequently acquired by the Enact Investment fund (part of Endless LLP) in October 2022, and maintains strategic ambitions to expand nationally across multiple UK ports.
The Group’s accounting period, as presented in these accounts, covers a period from 4 October 2022, being the date of acquisition by the Enact Investment Fund, to 31 December 2023.
We aim to present a balanced and proportionate review of the development and performance of the Group during the period and its position as at 31 December 2023. Our review is consistent with the size and relatively noncomplex nature of our business. Within this period, at a headline level, the Group reported turnover of £15.8m, Gross Margin of £2.4m or 15.5%, Operating Loss of £1.0m, and an ‘adjusted Operating profit’ of £0.1m, the latter being the Group’s primary performance measure in line with the definition within the investment case model. The Group then incurred a further £0.6m of non-trading costs to arrive at a loss before tax of £1.7m. These include stewardship costs, interest on loan notes, and amortisation of goodwill, £0.5m of which were non-cash in the period. The directors are satisfied with the performance of the Group during the period. This statement is made in the context of a particularly challenging market backdrop seen across import haulage in 2023, combined with upfront structural overhead investment made to build a strong foundation for future growth plans. Whilst these factors have inevitably impacted near term results, ultimately the Group remains optimistic, with clear strategic growth plans remaining in place, and ultimately performance will be measured over the medium term. The directors note that despite the short-term headwinds encountered, the Group still generated a marginal £0.1m ‘adjusted Operating profit’ in the period. One off costs will not recur in 2024, and Stewardship costs and Loan Note Interest will only be paid in cash after ensuring the Group retains healthy levels of trading liquidity. As such the Group’s liquidity is set to remain robust, and with the continued support of the Enact investment fund, SEA Transport remains well positioned for growth, particularly as market conditions improve.
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
The Group's principal financial instruments are trade debtors and trade creditors arising directly from operations. The Group's policy is to finance working capital through retained earnings and, where required, external finance facilities. The directors believe the principal risks and uncertainties to be as follows:
Liquidity and cash flow risk The Group is well supported by an established CID facility, which provides comfortable headroom for future trading, growth, and expansion. Forward looking cash flow and headroom positions are monitored regularly. Markets Market conditions have been volatile in recent years, with COVID-19 and other world events driving more extreme peaks and troughs to trading. The Group maintains a healthy balance of owned trucks and employed drivers, to subcontractor resources. This ensures the Group does not carry unnecessary cost in weaker markets but can scale quickly when volumes are stronger. The Group regularly conducts sensitivity analysis on its forward-looking financial projections and ensures a range of market conditions can be managed appropriately. Fuel Price Fuel prices have also been volatile over recent years. The Group operates a clear fuel surcharge mechanism with customers, to ensure impacts of volatile fuel pricing are minimised. Credit Risk The Group regularly reviews its credit positions with customers. These positions are largely supported by credit insurance which significantly limits Group exposure to bad debts. The Group has a strong history on credit control, and bad debts have been extremely minimal over recent years. Customer Concentrations The Group continues to provide best in class service to existing customers to ensure strong customer retention. The Group also continues to work hard to onboard new customers to ensure that reliance on any single existing customer is minimised.
The directors measure the performance of the Group principally by the yardstick of an ‘adjusted operating profit’ measure in line with the definition within the investment case model. These numbers are presented above, and for the year ended 31 December 2023, we report an adjusted operating profit measure in the period of £0.1m.
Elsewhere, the directors use a series of Key Performance Indicators (KPI’s), to monitor the development and efficiency of the business. Financially these measures include turnover, gross profit, and gross margin %, and operationally we also constantly monitor our asset utilisations, service levels, and adherence to industry compliance standards to underpin our O-license status. The directors are satisfied with performance in the period against these KPI, however these are not disclosed here due to their commercially sensitive nature.
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
In determining the appropriate basis of preparation of the Annual Financial Statements, the directors are required to consider whether the Group can continue in operational existence for the foreseeable future, that is for at least 12 months from the date of signing this report.
The directors make this assessment based on sensitised forward-looking cash headroom projections. The Group headroom positions as at December 2023 are robust, with the Group well supported by material capacity available within its CID facility, in addition to cash balances. Looking forward, with 2023 ‘one off’ costs removed, and flexibility on payments of Loan Note Interest and Stewardship costs, the directors are confident that even on low case trading scenarios, the Group will retain robust headroom positions over the coming 12-month period. The directors also acknowledge the current net liabilities position of the Group, but conclude this poses no immediate impact to the going concern status of the entity, due to the Group debt, namely the Loan Notes, not being repayable until October 2025, therefore outside of the 12-month period, and at which point the Group expects the Loan Notes to be renewed for a further period of time. The directors continue to monitor the situation in respect of the long-term financing of the Group. Based on these factors, and with the Group well supported by both our investors, and our banking partners, the directors are satisfied to continue to report on a Going Concern basis.
Despite short term profitability challenges from exceptional market conditions, and upfront structural investment, SEA Transport has made significant structural progress through 2023 across people, systems, and material customer additions. We now have a solid platform in place for the future, and indeed, revenues as we enter 2024 are on a strong growth trajectory, particularly after the acquisition of several material new customers toward the end of 2023. We continue to pursue our strategy of Multiport expansion and explore M&A opportunities which can accelerate this.
There are no specific post balance sheet events to report at the time of accounts signing.
This report was approved by the board and signed on its behalf.
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
The Directors present their report and the financial statements for the period ended 31 December 2023.
The Company was incorporated on 4 October 2022 as Project Accelerate Holdco Limited and changed its name to S E A Transport Holdings Limited on 21 November 2022.
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;
∙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 loss for the period, after taxation, amounted to £1,756,818.
The Directors do not recommend the payment of a dividend.
The Directors who served during the period were:
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
Disclosures which have been included in the Strategic report of the Company include the principal activities of the Company, review of business performance, key performance indicators, principal risks and uncertainties, going concern, and future outlook narrative. These will not be duplicated in this Directors report.
Disclosures which have been included in the Strategic report of the Company are limited to the principal activity of the Company, and business performance comment. This is felt proportionate given the non-trading nature of the Company.
There have been no significant events affecting the Group since the period end.
The auditor, Sumer Auditco 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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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
We have audited the financial statements of S E A Transport Holdings Limited (formerly Project Accelerate Holdco Limited) (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the 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).
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 Auditor's 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.
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, 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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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED) (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's 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.
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 period 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.
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.
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED) (CONTINUED)
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED) (CONTINUED)
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 Auditor's 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:
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial experience and through discussions and enquiries of the Directors and management (as required by accounting standards), inspection of the Group's regulatory and legal correspondence and discussed with the Directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation, distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as most likely to have such an effect; health and safety, anti-bribery and corruption, human rights and employment law, GDPR and operator license regulations. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Directors and other management and inspection of regulatory and legal correspondence, if any. Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance concerning any actual or potential litigation or claims, inspect of relevant legal documentation, review of Board minutes, testing the appropriateness of journal entries and the performance of analytical review to identify any unexpected movements in account balances which may be indicative of fraud.
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 Auditor's Report.
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO 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 Auditor's 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.
for and on behalf of
Statutory Auditor
Fitzroy House
Crown Street
Suffolk
IP1 3LG
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
REGISTERED NUMBER: 14397689
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 20 to 45 form part of these financial statements.
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
REGISTERED NUMBER: 14397689
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2023
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
REGISTERED NUMBER: 14397689
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 20 to 45 form part of these financial statements.
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2023
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
S E A Transport Holdings Limited (the "Company") is a private company limited by shares and incorporated in England and Wales. The registered office address is Office at 82 Shed, Dock Road, Felixstowe, Suffolk, IP11 3BW. The principal activity of the Company is that of Group management services and an investment holding company. The principal activity of the Group is that of freight transport by road.
The Company was incorporated on 4 October 2022 and the financial statements are prepared to 31 December 2023. The Company's functional and presentational currency is Sterling (£).
2.Accounting policies
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 following principal accounting policies have been applied:
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 Balance Sheet, 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.
The Parent Company is included in the consolidated financial statements, and is considered to be a qualifying entity under FRS 102 paragraphs 1.8 to 1.12. The disclosure exemption from preparing a separate Parent Company statement of cash flows has been applied.
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
In determining the appropriate basis of preparation of the Annual Financial Statements, the directors are required to consider whether the Group can continue in operational existence for the foreseeable future, that is for at least 12 months from the date of signing this report.
The directors make this assessment based on sensitised forward-looking cash headroom projections. The Group headroom positions as at December 2023 are robust, with the Group well supported by material capacity available within its CID facility, in addition to cash balances. Looking forward, with 2023 ‘one off’ costs removed, and flexibility on payments of Loan Note Interest and Stewardship costs, the directors are confident that even on low case trading scenarios, the Group will retain robust headroom positions over the coming 12-month period. The directors also acknowledge the current net liabilities and net liabilities position of the Group, but conclude this poses no immediate impact to the going concern status of the entity, due to the Group debt, namely the Loan Notes, not being repayable until October 2025, therefore outside of the 12-month period, and at which point the Group expects the Loan Notes to be renewed for a further period of time. The directors continue to monitor the situation in respect of the long-term financing of the Group. Based on these factors, and with the Group well supported by both our investors, and our banking partners, the directors are satisfied to continue to report on a Going Concern basis.
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Goodwill
Other intangible assets
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.
Amortisation is provided on the following bases:
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, on a reducing balance or straight line basis.
Depreciation is provided on the following basis:
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.
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Valuation of Goodwill The Directors have considered whether there are indicators of impairment of the acquired goodwill. Factors taken into consideration in reaching such a decision include the economic viability and expected future performance of the Group. Valuation of Fixed asset investment In determining whether there are indicators of impairment of the Company's investment in S E A Transport Investments Limited, the Directors have taken into consideration both internal and external sources of information in reaching such a decision including the economic viability and expected future financial performance of the investment. Useful economic life of Tangible fixed assets The useful economic life of tangible fixed assets is based on estimates made by the Directors. These are reviewed annually for any revisions needed. Recognition of Deferred tax asset The Directors have made the judgment not to recognise a net deferred tax asset due to there being uncertainty over the timing and extent of its utilisation. Dilapidation provision Details are provided in note 24 to the financial statements.
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Page 28
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Page 29
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Page 30
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Page 31
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
12.Taxation (continued)
The Group has estimated corporation tax losses amounting to £2,311,139 available to carry forward and offset against future trading profits.
The Company has estimated corporation tax losses amounting to £402,354 available to carry forward and offset against future trading profits. The Company has not recognised a deferred tax asset due to there being uncertainty over the timing and extent of its utilisation.
Page 32
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Page 33
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Page 34
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Page 35
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Indirect subsidiary undertaking (continued)
Page 36
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Included in bank overdrafts is £1,049,717 due to the sales financing company which is secured on the debts to which it relates.
The CBILS bank loan of £93,333 is unsecured. Obligations under finance leases and hire purchase contracts of £2,438,131 are secured on the assets to which they relate. Other loans are secured by a debenture, containing a fixed and floating charge over the property and undertakings of the Company.
Page 37
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Page 38
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
23.Deferred taxation (continued)
Page 39
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
100 Ordinary shares were issued at par on incorporation.
On 21 October 2022 a consolidation of shares took place changing the share structure to 100,000 Ordinary shares of £0.001 per share. They also changed the name of the shares from Ordinary shares to Ordinary A shares. On 21 October 2022, the company allotted 9,412 Ordinary B2 shares and 5,884 Ordinary B1 shares at £0.001 per share. On 31 October 2023, the company allotted a further 2,352 Ordinary B2 shares at £0.001 per share.
Page 40
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Share premium account
Profit and loss account
Page 41
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
27.Acquisitions (continued)
The Company is subject to a cross guarantee with S E A Transport Limited and S E A Transport Investments Limited (together, the "Group"). All of the freehold and leasehold property and all intellectual property rights of the company are secured against this debt. The total amount owed by the Group at 31 December 2023 is £4,099,900.
Page 42
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £50,567. Contributions amounting to £10,443 were payable to the scheme at the balance sheet date and are included in other creditors.
Page 43
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Page 44
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S E A TRANSPORT HOLDINGS LIMITED (FORMERLY PROJECT ACCELERATE HOLDCO LIMITED)
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
The ultimate controlling party is Enact III (GP) LP, acting as General Partner to Enact III LP and Enact III Co-investment LP.
Page 45
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