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Registered number: 09810143
TOUR PARTNER GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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TOUR PARTNER GROUP LIMITED
COMPANY INFORMATION
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Hygeia Building 5th Floor
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Xeinadin Audit Limited t/a Elman Wall
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TOUR PARTNER GROUP LIMITED
CONTENTS
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Directors' responsibilities statement
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Independent auditors' report
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Statement of comprehensive income
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Statement of financial position
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Statement of changes in equity
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Notes to the financial statements
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TOUR PARTNER GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
The directors present their Strategic Report, together with the financial statements, for Tour Partner Group Limited (the “Company”) for the year ended 31 December 2021.
For the year ended 31 December 2021, the key performance indicators have been summarized below.
EUR €m 2021 2020
Operating loss 3.9 3.6
Loss before tax 6.2 5.8
Total assets less current liabilities14.7 17.4
Net liabilities 20.3 14.1
The activities of the Company are largely unchanged to the prior year, as reflected in the minimal changes to the operating loss and loss before tax. This reflects the central operational and employee costs together with amortization.
Net balances due to and from group companies are largely unchanged, increased respectively for interest charged on balances in line with the prior year.
Bank loans are largely unchanged year on year, other than an increase of £1.25m (€1.44m) in the revolving credit facility which was drawn down in the year. The Company continues to work closely with its lender and shareholders, with an extension to the existing facilities in the year and reviewed since year end, extending the repayment terms of the existing facilities. Further disclosure can be found in note 20.
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 into 2022, however the predictability of the recovery and operational capacity in the wider industry continues to be a risk. The Company works closely with its customers and suppliers to minimize these risks, however the COVID-19 impact will continue into the 2022 results.
Global economy
With the recovery of the wider global economy, key market 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 Company’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 Company 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.
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TOUR PARTNER GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
Financial risk management objectives and policies
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The Company is exposed to a variety of financial risks including foreign currency and liquidity risk. The Company has in place a risk management programme that seeks to limit any adverse effect on the financial performance of the Company.
Foreign currency risk
The Company 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 Company centrally manages the treasury and foreign exchange exposure for its trading subsidiaries through an informal foreign exchange hedging programme with its principal bankers. The Company does not apply hedge accounting. In order to manage the risk, the Company, when considered appropriate, uses currency accounts and forward contracts as part of a robust foreign exchange hedging strategy. The Company 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 Company 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 Company has the appropriate funding to meet the needs of the business from existing facilities.
Credit risk
The Company operates a treasury and funding operation with group companies, and management closely monitor receivables for impairment.
We have a vision to be the leading sustainable DMC 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.
This report was approved by the board and signed on its behalf.
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TOUR PARTNER GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2021
The directors present their report and the financial statements for the year ended 31 December 2021.
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 €6,208,763 (2020 - loss €5,792,901).
The directors do not recommend the payment of a dividend (2020 - €nil).
The directors who served during the year were:
The directors do not expect any significant changes in operations for the Company in the foreseeable future. The wider group continues to see recovery in the travel industry.
As referred above, the directors work closely with shareholders and lenders, and since year end the bank facility repayment terms have been extended, see note 20.
Matters covered in the 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 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'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's auditors are aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the year end, other than renewal of the bank facilities.
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TOUR PARTNER GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2021
The auditors, Xeinadin Audit Limited t/a Elman Wall, 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 LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2021
The directors are responsible for preparing the Strategic report, the Directors' report and the 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 of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company'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 Company 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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TOUR PARTNER GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUR PARTNER GROUP LIMITED
We have audited the financial statements of Tour Partner Group Limited (the 'Company') for the year ended 31 December 2021, which comprise the Statement of comprehensive income, the Statement of financial position, the 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 Company's affairs as at 31 December 2021 and of its 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 Company 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 2.4 in the financial statements concerning the Company'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 disclosures made in note 2.4, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUR PARTNER GROUP 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 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 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the 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.
Responsibilities of directors
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As explained more fully in the Directors' responsibilities statement set out on page 5, 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 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 Company or to cease operations, or have no realistic alternative but to do so.
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TOUR PARTNER GROUP LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUR PARTNER GROUP 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 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;
∙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.
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.
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.
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 LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF TOUR PARTNER GROUP LIMITED (CONTINUED)
The financial statements of Tour Partner Group Limited for the year ended 31 December 2020, were audited by another auditor who expressed an unmodified audit opinion on those statements on 7 May 2022.
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 t/a Elman Wall
Statutory Auditor
8th Floor Becket House
36 Old Jewry
London
EC2R 8DD
3 October 2022
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TOUR PARTNER GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2021
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Exceptional administrative expenses
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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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There was no other comprehensive income for 2021 (2020:€NIL).
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The notes on pages 13 to 32 form part of these financial statements.
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TOUR PARTNER GROUP LIMITED
REGISTERED NUMBER: 09810143
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2021
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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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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 32 form part of these financial statements.
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TOUR PARTNER GROUP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2021
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Comprehensive income for the year
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Total comprehensive income for the year
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 13 to 32 form part of these financial statements.
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
Tour Partner Group Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is given in the company information page of these financial statements.
The principal activity of the Company is that of an intermediate holding company for its investments.
2.Accounting policies
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Basis of preparation of financial statements
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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 management to exercise judgment in applying the Company's accounting policies (see note 3).
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Financial reporting standard 102 - reduced disclosure exemptions
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The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Partner Group MidcoLimited as at 31 December 2021 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3VZ.
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Exemption from preparing consolidated financial statements
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The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of its immediate parent undertaking established under the law of a non-EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
The directors prepare the financial statements on a going concern basis unless it is inappropriate to presume the company 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 has seen a significant recovery for the group and wider industry. Through the relaxation of travel restrictions and the return of demand from both businesses and consumers, the group has seen a return to material trading in the 2022 year to date and current projections for the full year are seeing a growing momentum as the trading year evolves.
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 both through the injection of funds, the waiving of accrued debt instrument interest and the extension of bank facility repayment periods. For information see note 20.
The directors have prepared forecasts for the periods until December 2024 on a base case and downside scenario, 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. On both forecasts, the group does not require any further funding and will meet its covenant requirements when effective again in September 2023.
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 the second half of 2023, with most repayments not due until 2024-2025.
Whilst not guaranteed, based on the continued support, forecasts prepared, trading in 2022 to date, the return of material trading and demand, together with 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.
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency 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.
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.
During the year the Company benefited from government support in the form of the Coronavirus Job Retention Scheme (CJRS), Coronavirus Business Rates Grants and Scottish Government tourism grants.
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 Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
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Current and deferred taxation
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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 operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of financial position 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; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
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.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
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.
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.
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
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Tangible fixed assets (continued)
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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:
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.
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.
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Cash and cash equivalents
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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.
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.
The Company 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
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
2.Accounting policies (continued)
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Financial instruments (continued)
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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.
Investments in non-derivative instruments that are equity to the issuer are measured:
∙at fair value with changes recognised in the Statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;
∙at cost less impairment for all other investments.
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 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 Company would receive for the asset if it were to be sold at the reporting date.
Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an 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.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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Judgments in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Balance Sheet date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. Details of the key areas of judgement and estimation are as follows:
Judgements
In preparing these financial statements, the directors have had to make the following judgments:
∙Determine whether there are indicators of impairment of the Company's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset.
∙When assessing whether to prepare financial statements on a going concern basis, IAS 1 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 judgement that needs to be applied to assumptions in respect of future trading results.
Key sources of estimation uncertainty
∙Intangible and tangible fixed assets are depreciated 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 notes 13 and 14 for details of the carrying amounts of intangible and tangible fixed 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).
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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Government grants receivable
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Government grants relates to the Coronavirus Job Retention Scheme (CJRS) €220,180 (2020: €226,339) and €163,582 of Scottish Government tourism grants (2020: €Nil).
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The operating loss is stated after charging:
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Exceptional administrative expenses
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Fees payable to the Company's auditor and its associates for the audit of the Company's annual financial statements
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The Company has taken advantage of the exemption not to disclose amounts paid for non audit services as these are disclosed in the group accounts of the parent Company.
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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Staff costs were as follows:
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Cost of defined contribution scheme
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Pension commitments
The Company operates a defined contribution pension scheme for all qualifying employees. 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 Company to the scheme and amounted
to €22,238 (2020: €20,649).
Company contributions amounting to €nil (2020: €nil) were payable to the fund at year end.
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The average monthly number of employees, including the directors, during the year was as follows:
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Administration and support
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Directors' remuneration has been borne by another group company. The Company's directors are also directors or officers of a number of companies within the group headed by the Company's immediate parent. The directors' services to the Company do not occupy a significant amount of their time. As such the directors do not consider that they have received any remuneration for their incidental services to the Company in the current or prior year.
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Interest receivable on loans to group undertakings
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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Interest payable and similar expenses
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Interest on bank overdrafts and borrowings
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Amortisation of finance costs
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Interest payable on loans from group undertakings
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Taxation on profit on ordinary activities
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Factors affecting tax charge for the year
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The tax assessed for the year is the same as (2020 - the same as) the standard rate of corporation tax in the UK of 19% (2020 - 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% (2020 - 19%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Deferred tax not recognised
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Total tax charge for the year
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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Exceptional administrative expenses for 2020 include structural reorganisational costs as a result of the COVID-19 pandemic. These expenses have been disallowed for tax purposes.
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Charge for the year on owned assets
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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Charge for the year on owned assets
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Investments in subsidiary companies
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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The following were subsidiary undertakings of the Company:
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Experience Scotland Conference and Incentives Limited
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2 West Street, Penicuik, Midlothian, 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 Charlottenlund, Denmark
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Tour Partner Group International Ltd *
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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 Ltd
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5th Floor, Hygeia Building, 66-68 College Road, Harrow, Middlesex, HA1 1BE, England
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Hans Edvard Teglers Vej 3, 1, 2920 Charlottenlund, Denmark
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3785 Brickway Blvd, Santa Rosa, CA 95403, USA
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* owned 100% by Tour Partner Group UK Ltd
** owned 100% by Tour Partner ApS
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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Amounts owed by group undertakings
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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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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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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.
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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Creditors: Amounts falling due after more than one year
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Loans and borrowings relate to bank borrowings. There are no amounts due greater than five years.
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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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 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
20. (continued)
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Term loan facilities A & B
In July 2016, the Company 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 2021, the balances on these facilities were:
2021 2020 2021 2020
GBP GBP EUR EUR
Facility A 2,375,000 2,375,000 2,828,791 2,625,111
Facility B 8,800,000 8,800,000 10,481,416 9,726,728
The repayment terms have been amended in recent years due to the pandemic. At the balance sheet date, Facility A was repayable in instalments starting June 2022 (£263,000) with the final payment due in April 2024, and Facility B was repayable in full in June 2024.
Since year end the repayment terms have been revised with the first instalment of Facility A now due in June 2024 (£850k) and final balance due in June 2025. Facility B is repayable in full in July 2025.
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 306,329 (2020: €517,886).
Acquisition facility
In July 2017, the Company 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 (2020: €17,800,000).
The repayment terms have been amended in recent years due to the pandemic. At the balance sheet date, the loan was repayable in instalments which had started in June 2020, the next instalment was due in June 2022 and last instalment was due in July 2024.
Since year end the repayment terms have been revised with the total balance outstanding at the balance sheet date due in July 2025.
The acquisition facility accrues interest at EURIBOR + 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 €111,626 (2020: €167,440)
Revolving credit facilities
The revolving credit facilities have been obtained and expanded in recent years. The outstanding amount at the balance sheet totalled €11m (£9.3m) (2020: €8.9m (£8.0m)).
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
20. (continued)
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Financial assets measured at fair value through profit or loss
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Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
22.Deferred taxation (continued)
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The provision for deferred taxation is made up as follows:
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Fixed asset timing differences
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At 31 December 2021, the Company has unrecognised deferred tax asset of €3,721,612 (2020: €1,559,473). No deferred tax assets have been recognised given the uncertainty over their timing and utilisation in a subsequent accounting period. The maximum potential tax benefit of the deferred tax asset at a rate of 19% (being the rate substantively enacted at the balance sheet date) is €707,107 (2020: €296,299).
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Allotted, called up and fully paid
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1 (2020 - 1) Ordinary shares share of €1.00
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Each share is entitled to one vote in any circumstances and is not redeemable.
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Profit and loss account
The profit and loss account reserve includes all current and prior period retained profits and losses.
25.Other financial commitments
During the year the Company entered into commitments to sell Euro and US Dollars under foreign exchange contracts for the purposes of meeting the Company's financial risk management objectives.
At the year end the Company has no outstanding foreign exchange contracts (2020: €27,000,000 and $Nil).
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2021
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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.
During the year the company had net movements amounting to €190,959 with Tour Partner Group Holdco Limited, a parent company established in Guernsey. At the year end the company owed €190,959 (2020: Nil) to Tour Partner Group Holdco Limited.
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Post balance sheet events
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The directors confirm that there have been no significant events affecting the company since the year end.
The Company's immediate parent is Tour Partner Group Midco Limited, which has a registered office address of Hygeia Building 5th Floor, 66-68 College Road, Harrow, Middlesex, HA1 1BE.
The ultimate parent and the ultimate controlling party is Mayfair Equity Partners LLP, incorporated in England and Wales.
The largest and smallest group producing publicly available consolidated financial statements is headed by Tour Partner Group Midco Limited. These financial statements are available upon request from Companies House, Crown Way, Cardiff, CF14 3VZ.
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