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Registered number: 09810143
TOUR PARTNER GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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TOUR PARTNER GROUP LIMITED
COMPANY INFORMATION
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Hygeia Building 5th Floor
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Chartered Accountants & Statutory Auditor
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TOUR PARTNER GROUP LIMITED
CONTENTS
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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 2022
The directors present their Strategic Report, together with the financial statements, for Tour Partner Group Limited (the “Company”) for the year ended 31 December 2022.
For the year ended 31 December 2022, the key performance indicators have been summarized below.
EUR €m 2022 2021
Operating loss 2.3 3.9
Loss before tax 5.5 6.2
The operations of the business are unchanged to the prior year, with the cause of the movement in result for the year primarily due to retranslation of the GBP debt into euro. This caused a €1.5m loss in 2021 but a €1.1m gain in 2022. Offsetting this, the company received grants in 2021 which did not recur in 2022.
See note 20 to the financial statements which provides information on the external debt. No new loans were received or repayments due in the year, with the movements due to foreign exchange and revision of the repayment dates agreed with the providers.
Principal risks and uncertainties
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Pandemics
As seen in recent years, the disruption and impact from COVID-19 on the travel sector and wider economy has been significant. Recovery has continued in 2021 and 2022, however the predictability of the recovery and operational capacity in the wider industry continues to be a risk. The Company works closely with its customers and suppliers to minimize these risks, however the COVID-19 impact will continue into the 2023 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 2022
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 2022
The directors present their report and the financial statements for the year ended 31 December 2022.
Directors' responsibilities statement
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The directors are responsible for preparing the 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.
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 €5,442,724 (2021 - loss €6,208,763).
The directors do not recommend the payment of a dividend (2021 - €nil).
The directors who served during the year were:
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M D Mayhew (resigned 10 October 2022)
M Pharoah (resigned 10 March 2023)
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Since the year end, A Graves was appointed as a director on 10 March 2023.
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TOUR PARTNER GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
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 and the
Group's auditors are unaware, and
• the director has taken all the steps that ought to have been taken as a director in order to be aware of any
relevant audit information and to establish that the Company and the Group's auditors are aware of that
information.
Post balance sheet events
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There have been no significant events affecting the Company since the year end, other than renewal of the bank facilities.
The auditors, Xeinadin Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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TOUR PARTNER GROUP 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 2022, 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 2022 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 the disclosure 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 3, 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 and to identify any instances of non-compliance with laws and regulations;
∙reviewing minutes of meetings of those charged with governance;
∙reviewing financial statement disclosures and testing to supporting documentation to assess compliance
with applicable laws and regulations;
∙performing audit work over the risk of management override of controls, including testing of journal
entries and other adjustments for appropriateness, evaluating the business rationale of significant
transactions outside the normal course of business and reviewing accounting estimates for bias.
Because of 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)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Yasin Khandwalla FCCA (Senior statutory auditor)
for and on behalf of
Xeinadin Audit Limited
Chartered Accountants & Statutory Auditor
8th Floor Becket House
36 Old Jewry
London
EC2R 8DD
15 November 2023
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TOUR PARTNER GROUP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year
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There was no other comprehensive income for 2022 (2021: €NIL).
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The notes on pages 12 to 31 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 2022
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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 12 to 31 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 2022
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Comprehensive income for the year
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Other comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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Comprehensive income for the year
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Other comprehensive income for the year
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Total comprehensive income for the year
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Total transactions with owners
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The notes on pages 12 to 31 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 2022
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 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙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 Midco Limited 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 a larger group by a parent undertaking established under the law of a state other than the United Kingdom 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 2022
2.Accounting policies (continued)
The directors prepare the financial statements on a going concern basis unless it is inappropriate to presume the group will continue in business. The company acts as an intermediate holding company for its investments. The principal activity of the group of which the company is the parent is the business of travel consultants and agents.
After a challenging 2020 and 2021 due to COVID-19 impact on the business and operations, 2022 saw a significant trading recovery for the group and wider industry. This has continued into 2023, with strong customer demand translating into trading and pipeline bookings. This has reinforced managements’ expectations for the year ahead.
The group maintains a strong relationship with its shareholders and lenders, who have supported liquidity and working capital requirements for the group during COVID-19 through the injection of funds, the waiving of accrued debt interest and the extension of bank facility repayment periods.
Since year end, the Group has agreed with its lender to delay the 2023 debt repayment with the next repayment due in June 2024, together with revised covenant requirements which are due to begin in Q4 2023. See note 20 for funding information.
The directors have prepared forecasts for the periods until December 2024, which current trading continues to be monitored against. This reflects the return of demand seen in 2022, with 2023 expected to match if not exceed pre-COVID-19 trading levels, a position consistent with our market peers and competitors. Based on these forecasts, the group does not require any further funding.
Despite the current headwinds in the economy, the directors are confident these robust forecasts are achievable. The group continues to work closely with its customers and suppliers to ensure it is well placed and the groups’ offerings and pricing meet current expectations. The group operates in several markets which allows a more balanced and diverse risk and opportunity profile as the recovery continues.
As referred to above, through the continued support of shareholders and lenders, the repayment terms of existing debt has been extended, allowing the group to focus on trading in this recovery phase. Loan notes are not due for repayment until 2025 and bank debt repayments commence in June 2024, with most repayments not due until 2025.
Whilst not guaranteed, based on the forecasts prepared and the trading in 2023 to date, together with the continued support and current repayment terms agreed with shareholders and lenders, the directors are confident that the business will continue as a going concern and is well placed to take advantage of the current recovery climate.
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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.
Foreign exchange gains and losses that relate to borrowings are presented in the Statement of comprehensive income within interest receivable and similar income, or interest payable and similar expenses, as appropriate. All other foreign exchange gains and losses are presented within administrative expenses.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Grants are accounted under the accruals model as permitted by FRS 102. Grants of a revenue nature are recognised in the Statement of Comprehensive Income in the same period as the related expenditure.
In the prior year the Company benefited from government support in the form of the Coronavirus Job Retention Scheme (CJRS) 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.
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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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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 reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; 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.
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.
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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.
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.
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
2.Accounting policies (continued)
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 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.
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 2022
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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, FRS102 requires management to look out at least 12 months from the date that financial statements are authorised for issue. In the current stressed economic environment there is an increased amount of 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 12 and 13 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 15 for details of the carrying amount of trade debtors).
∙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 15 for details of the carrying values of amounts owed by group undertakings).
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Government grants receivable
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In the prior year, Government grants receivable related to €220,180 from the Coronavirus Job Retention Scheme (CJRS) and €163,582 of Scottish Government tourism grants.
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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The operating loss is stated after charging:
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Fees payable to the Company's auditors for the audit of the Company's 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 consolidated accounts of the parent Company.
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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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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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 €28,929 (2021: €22,238).
Company contributions amounting to €nil (2021: €nil) were payable to the fund at year end.
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 1 director (2021 - 1) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of €231,689 (2021 - €207,150).
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The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to €6,886 (2021 - €7,788).
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Interest receivable on loans to group undertakings
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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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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Origination and reversal of timing differences
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Taxation on (loss)/profit on ordinary activities
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Factors affecting tax charge for the year
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The tax assessed for year is the same as (2021 - the same as) the standard rate of corporation tax in the UK of 19% (2021 - 19%) as set out below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Deferred tax not recognised
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Remeasurement of deferred tax for changes in tax rates
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Total tax charge for the year
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Factors that may affect future tax charges
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The rate of corporation tax has been increased from 19% to 25% with effect from 1 April 2023. Deferred tax assets and liabilities have therefore been remeasured at 25%
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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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 2022
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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 2022
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The Company holds 100% of the Ordinary share capital of the following subsidiary undertakings:
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Experience Scotland Conference and Incentives Limited
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9a South Gyle Crescent, Edinburgh, ED26 9DL, Scotland
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Irish Welcome Tours Limited
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66 Fitzwilliam Square, Dublin 2,Republic of Ireland
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Hans Edvard Teglers Vej 3, 1, 2920 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 2022
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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 2022
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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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The Company enters into various foreign currency contracts to mitigate the exchange rate risk for certain foreign currency payables. At 31 December 2022, the outstanding contracts all mature within 12 months of the year end.
At the year end the Company is committed to buying 55,370,000 NOK for a fixed amount of EUR and selling 10,000,000 EUR for a fixed amount of GBP.
As at 31 December 2022, the recognised net losses on currency forward contract instruments amounted to €247,272 which is reflected in the statement of comprehensive income.
At the year end the company had no other financial commitments.
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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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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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 2022, the balances on these facilities were:
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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The repayment terms have been amended in recent years due to the pandemic. At the balance sheet date, the first repayment of Facility A is due in June 2024 (£850k) and remaining balance due in June 2025. Facility B is repayable in full in July 2025. Since year end the first repayment of Facility A has been moved from June to December 2024.
Facility A and B accrue interest at a variable rate equivalent to LIBOR plus 3.5% and 4% respectively, and is payable quarterly.
Issue costs of €741,000 (£617,500) were incurred, which have been deducted from the initial carrying value and are being charged to the Income statement as part of the interest charge using the effective interest rate. Unamortised Facility A and B issue costs as at the balance sheet were €217,941 (2021: €306,329).
Acquisition facility
In July 2017, the 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 (2021: €17,800,000).
The repayment terms have been amended in recent years due to the pandemic. At the balance sheet date, the total balance is due for repayment in July 2025.
The acquisition facility accrues interest at EURIBOR plus 3.5%, payable bi-annually.
Issue costs of €279,067 were incurred, which have been deducted from the initial carrying value and are being charged to the Income statement as part of the interest charge using the effective interest rate. Unamortised issue costs at the balance sheet were €55,812 (2021: €111,626)
Revolving credit facilities
The revolving credit facilities have been obtained and expanded in recent years. The outstanding amount at the balance sheet date totalled €11m (£9.3m) (2021: €11m (£9.3m)).
The repayment terms have been amended in recent years due to the pandemic. At the balance sheet date €2.4m (£2.1m) was due in June 2023, €2.4m (£2.1m) in June 2024 and €5.6m (£5m) in September 2024. Since year end, the June 2023 repayment has been deferred until June 2024 and the September 2024 repayment deferred until December 2024.
The revolving credit facilities accrue interest at LIBOR plus 3.5%, payable quarterly.
Security
The Group’s bank facilities are secured by a fixed and floating charge over the assets of the Group including the Company.
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Charged to profit or loss
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The deferred taxation balance is made up as follows:
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Fixed asset timing differences
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At 31 December 2022, the Company has UK tax losses of €3,707,722 (2021: €3,721,612). 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 25% (2021 - 19%) (being the rate substantively enacted at the balance sheet date) is €926,931 (2021: €707,107).
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TOUR PARTNER GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
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Allotted, called up and fully paid
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1 (2021 - 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.
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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 cash movements amounting to €394,897 (2021: €190,959) with Tour Partner Group Holdco Limited, a parent company established in Guernsey. At the year end the company owed €585,856 (2021: €190,959) 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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