Final Results

Pendragon PLC 19 February 2001 PRELIMINARY RESULTS TO 31 DECEMBER 2000 Pendragon PLC, the UK's largest car dealership group today reports preliminary results for the full year to 31 December 2000. Financial Summary: * Group turnover £1.43 billion * Profit before tax excluding exceptionals and goodwill £12.1 million * Profit before tax £4.1 million * Dividend per share up 11% to 14.7 pence Business Summary: * Tactical share buyback being initiated * Continued expansion of overseas businesses - creation of new market areas * E-Commerce platform, tins.co.uk, established; partnership with Microsoft Trevor Finn, Chief Executive, commented: 'We have achieved creditable results in a year when consumer confidence in the UK car market hit an all time low'. 'Trading in December and January has been ahead of expectations and there are clear signs that consumer confidence is returning. Pendragon is ideally positioned to benefit from an improving market with a stronger portfolio of franchises, following the acquisitions and disposals in 2000, the use of the innovative technology that we have developed and our E-Commerce strategy'. Enquiries: Pendragon PLC Trevor Finn, Chief Executive Tel: 01623 725000 David Forsyth, Finance Director Finsbury Rupert Younger Tel: 020 7251 3801 Charlotte Festing INTRODUCTION We have achieved creditable results in a year when consumer confidence in the UK car market hit an all time low. The UK Government investigation into new car pricing found that on average the UK retail car buyer was paying more than was justified when compared to continental European prices. During the year we took a number of steps towards meeting our corporate objectives. By the acquisition of 32 dealerships from Lex Service PLC in March we were able to make progress to improve the quality of our franchise portfolio and further enhance our position as the leading luxury car retailer in the UK. Our Customer Service Centre in Nottingham is now operational which will significantly contribute to the more effective and efficient running of our business and keeps us clearly ahead of the competition in terms of technology solutions. Our recent tie up with Microsoft to be their e-commerce partner for car sales in the UK demonstrates that our recent investment in new technology and back office systems is already benefiting our company. Under performing and non core businesses have been disposed of which will enhance our earnings and has released capital for investment in other opportunities, including those overseas. We expanded our business in Germany with Jaguar and Land Rover and made our first acquisition in the lucrative USA market with Jaguar in California. Results and Dividend Group turnover for the year ended 31 December 2000 was £1.4 billion compared to £1.8 billion in 1999. The total underlying operating profit, arrived at prior to accounting for goodwill amortisation, exceptional items and profits and losses on business and property disposals, was maintained at £27.6 million (1999 £27.4 million). Total underlying operating profit less interest costs was £12.1 million (1999 £15.3 million). Profit on ordinary activities before tax was £4.1 million compared to £19.2 million in 1999, and earnings per share were 4.2p compared to 21.4p in 1999. In arriving at the profit on ordinary activities before tax of £4.1 million we have charged operating and other exceptional costs of £5.4 million, whereas the figure for 1999 of £19.2 million was arrived at after crediting a net £5.7 million. The interest charge for the year was £15.5 million up by £3.4 million on the 1999 figure of £12.1 million. The interest charge rose primarily due to the additional borrowings to finance acquisitions during the year. The board has declared a final dividend of 9.8p per share. Together with the increased interim dividend of 4.9p per share this makes a total of 14.7p per share, an increase of 11% when compared to 13.2p per share for 1999. The table below summarises our results for the year. 2000 1999 £m £m Group Underlying Operating Profit 30.2 28.5 Share of Joint Venture (2.6) (1.1) Total Underlying Operating Profit 27.6 27.4 Exceptional Costs (6.4) (4.5) Goodwill Amortisation (2.6) (1.8) Total Operating Profit 18.6 21.1 Business Disposals (3.0) 9.6 Property Disposals 4.0 0.6 Profit on ordinary activities before interest 19.6 31.3 Interest (15.5) (12.1) Profit on ordinary activities before tax 4.1 19.2 Trading Environment Trading throughout the year was significantly disrupted by issues surrounding new car prices which has led to continuing consumer reluctance to enter the marketplace. The UK Government inquiry into new car pricing which published its findings in August 2000 confirmed the public perception that prices in the UK were unnecessarily higher on average than in other EC countries. As a consequence the Government ordered manufacturers to offer retailers a pricing structure with higher discounts based on those which have been in place for fleet buyers. Unfortunately the order did not come into force until December 2000, which was too late to affect our results for the year. In addition, we do not believe that the terms offered by manufacturers to us are as competitive as similar deals recently offered to fleets. As a result, whilst consumer confidence has recovered since the lows of late 1999 and early 2000, manufacturers must adopt a more transparent pricing policy in order to completely restore consumers' confidence. Motor Retail Business UK During the year we enriched our franchise portfolio through acquisitions and disposals. On 31 March 2000 we completed the acquisition of 32 franchised dealerships and four bodycentres from Lex Service PLC for £82.5 million. The acquisition provides us with a quality business whose long term prospects should generate healthy returns. The franchises, which have significantly enlarged our number of luxury and specialist car businesses, are complementary to our existing brand focused groups and provide an enhanced geographical spread and greater opportunities for economies of scale and working capital reductions. A number of disposals were made during the year which related to non core and under performing dealerships. The results for the UK business, excluding the joint venture, can be summarised as follows: £m Turnover Gross Profit Gross Margin % Underlying Underlying Operating Operating Profit Margin % Existing 951.3 122.5 12.9 30.3 3.2 Acquired 245.8 33.4 13.6 6.4 2.6 Disposed 147.4 13.9 9.4 (7.3) (5.0) Total 2000 1,344.5 169.8 12.6 29.4 2.2 Total 1999 1,691.2 207.4 12.3 30.3 1.8 Although margins on new and used car sales have been under pressure our after sales departments have performed well leading to an overall improvement in gross margin. At operating level our margins have improved over last year, principally due to reducing costs. As can be seen from the table above newly acquired businesses performed well contributing operating profit of £6.4 million during the nine months in the group. Disposed businesses lost £7.3 million at operating level. Apart from diluting the financial performance of the group in 2000 these non core businesses absorbed management resource which is now focussed on the core business of the group. Our share of the loss on ordinary activities before tax in our joint venture with Ford was £4.0 million in 2000. This result is after charging a provision of £0.5 million against the joint venture's Motability repurchase commitments and interest costs of £0.9 million. The share of the joint venture operating loss in 1999 was £1.4 million which related to the last three months of that year only. The trading performance of the joint venture business has been disappointing and whilst management has taken steps to reduce the level of operating costs it is unlikely to provide a proper return without a radical change in the number and configuration of dealership points of representation. We are currently considering options which, we believe, will resolve the issues surrounding this business. Germany In September we acquired two more leading Jaguar dealerships for a total consideration of £2.3 million. The dealerships based in central Munich and Anzing, in the North East of Munich, strengthen our presence in Germany and consolidate our leading position with Jaguar. We already operate sites in Frankfurt and Wiesbaden. Following the acquisition we have added Aston Martin and Land Rover to our representation in Munich. We will also be adding Land Rover in the Frankfurt area in 2001. The results of the German business can be summarised as follows: £m Turnover Gross Profit Gross Margin % Underlying Underlying Operating Operating Profit Margin % Total 2000 21.3 3.6 16.9 1.3 5.9 Total 1999 18.9 2.9 15.5 1.0 5.4 The new businesses, since acquisition, contributed turnover of £3.4 million and an operating profit of £0.1 million. USA In July 2000 we acquired the entire share capital of Bauer Motors for an aggregate cash consideration of £6.5 million. This represents our first investment in the USA and creates a platform from which to grow. Bauer is the third largest Jaguar dealership in the USA based in Santa Ana, California. The figures in the table are for the period since acquisition on 1 July 2000. £m Turnover Gross Profit Gross Margin % Underlying Underlying Operating Operating Profit Margin % Total 2000 24.5 3.3 13.5 1.1 4.5 Contract Hire Business An operating loss of £1.9 million was incurred in the contract hire business against a profit in 1999 of £1.9 million. The 2000 loss is as a result of the exceptional fall in used car residual values over the past year. The loss includes a provision of £1.5 million reflecting the estimated reduction in the net realisable value of vehicles subject to repurchase commitments. The size of the fleet has reduced to 8,993 cars at the end of 2000 compared to 10,820 at the end of 1999. This is mainly as a consequence of a cautious approach to writing new business in a market which was unsettled due to the new car pricing issues . The contract hire business back office has been restructured using new technology to reduce costs and improve online data to customers. Processing is carried out for our e-commerce business by the contract hire team. Support and Services Businesses Technology businesses Pinewood specialises in the provision of dealership management systems, telecommunications and remote security monitoring systems for the retail motor industry. Apart from providing services for other members of the group, Pinewood technology companies have substantial third party business. Pinewood's dealership management system has recently been approved by Ford which will enable us to market the system more aggressively to the Ford franchised dealer network from 2001. Pinewood's performance was ahead of last year. Included within our technology division is Car Fleet Control (CFC) which specialises in the production and implementation of software for vehicle related systems. These systems are sold to organisations which either operate their own fleet or manage fleets on behalf of third parties. CFC performed well during the year with results only marginally behind those of 1999. In 1999 CFC benefited from considerable Y2K business. These technology businesses contributed £1.7 million to operating profit in 2000 compared to £1.2 million in 1999. E-commerce We launched our internet sales operation, tins.co.uk, in May 2000. Support and back office functions are now fully developed as are links and systems with our motor dealerships. The site has generated significant traffic. The proportion of sales to visits is very small which we believe is the experience across the sector. We have spent only moderate amounts on advertising during this start up phase and are taking a long term view with regards to the success of this particular venture. The net costs which have been expensed in 2000 were £1.1 million compared to £0.1 million in 1999. The 1999 costs were initial development costs. At the end of January 2001 we were pleased to announce a unique partnership to provide key services for Microsoft Carview. The independent car buying and ownership website, Carview.co.uk launches in March 2001. The website will be integrated to MSN.co.uk which is one of the UK's most visited websites. We will be responsible for the site's distribution network and will support the buying process with a dedicated team of car experts. We have also recently launched C.2K onLine (c2k.co.uk) which is part of our contract hire business. C.2K onLine is aimed at supplying companies which operate fleets up to five hundred cars. Customer Service Centre Our Customer Service Centre is now operational. The service centre provides support to our dealerships and internet ventures. We are using state of the art technology developed in-house which includes call centre, customer retention and video sales functions. We supply a full range of support services to our Ford joint venture from this centre. Set up costs in 2000 were £1.8 million and although benefits in terms of improved customer service levels and reduced costs started to flow through in 2000 we expect it to be enhancing from 2001 onwards. Operating Exceptional Items During the year we have made steady progress towards reducing the cost base of the business, developing our IT capability and enriching our portfolio of franchises. This has resulted in a number of operating exceptional items in this year's accounts. Exceptional costs of £6.4 million have been charged in the year. This includes a provision of £4.0 million which reflects the estimated reduction in the net realisable value of vehicle repurchase commitments, £1.8 million costs in respect of our Customer Service Centre in Nottingham and £0.6 million integrating the Lex dealerships purchased in April 2000. These compare to total exceptional costs of £4.5 million in 1999. Repurchase commitments We are taking a realistic but cautious view of the net realisable value of used cars and consequently have charged a provision for vehicles subject to repurchase commitments amounting to £4.0 million. The uncertainty over new car pricing throughout 2000 has resulted in an unprecedented fall in used car values. This affects our business in two ways, firstly Motability buybacks in our dealerships and secondly repurchase commitments in our contract hire company. Our exposure to vehicles on the Government sponsored Motability scheme is in respect of three year contracts taken out up to February 1999 within our Vauxhall and Ford franchises. This repurchase commitment terminates in February 2002. Of the total £4.0 million provision £2.5 million relates to Motability, £2.0 million in Vauxhall and £0.5 million for our share of the provision in our Ford joint venture. The balance of the provision, £1.5 million, is charged in our contract hire company. Customer Service Centre Development Costs Exceptional costs of £1.8 million were incurred in 2000 in respect of our investment at our Customer Service Centre in Nottingham. The facility provides support services to our franchise groups and enables our internet capability. The costs have been incurred in the project during the implementation phase prior to the centre becoming fully operational. As stated last year, we expect the centre to have a positive effect on earnings through 2001 and onwards. Also included in exceptional costs is £0.6 million incurred as we integrated the Lex Service PLC dealerships which we acquired on 31 March 2000. These consisted primarily of redundancy costs. Profits and Losses on Disposal of Businesses A net loss of £3.0 million has been incurred on disposal of non core and under performing businesses compared to a net profit on disposals of £9.6 million in 1999. Following a marked decline in the trading prospects of our Fiat franchise dealerships in London we made the decision to exit the franchise completely. We have also made excellent progress in disposal of other non core dealerships. We have now disposed of all of our Peugeot, Nissan, VW and Audi dealerships. Of our 14 Vauxhall dealerships 5, which were under performing, have been sold during the year. We now have 20 Volvo sites having closed three satellite sites within our customer market areas to reduce the cost base. The four bodycentres acquired from Lex Service PLC were also sold. A total of 44 businesses were disposed of as follows: 12 Fiat, 9 Peugeot, 1 Nissan, 2 VW, 3 Audi, 4 Toyota, 5 Vauxhall, 3 Volvo, 1 Mazda, 4 Bodycentres. The businesses disposed of in 2000 contributed turnover of £147.4 million and made an operating loss of £7.3 million. Proceeds amounted to £35.2 million, of which £12.6 million was in respect of disposals from the businesses purchased from Lex. Profits on Sale of Property and Share Buyback We continue to actively manage our freehold property portfolio which had a net book value of £119.4 million at 31 December 2000. We indicated in our 2000 Interim report that part of our active management strategy was to consider a securitisation structure in order to realise some of the investment in freeholds. Whilst various structures were considered to be viable we decided that none of them offered us sufficient flexibility in what continues to be a fast changing industry. Holding freeholds has created shareholder value and where this is realised through disposals it is your Board's current intention to return it to shareholders through utilising net profits on disposal to repurchase the company's ordinary shares. This will be done under the terms of the permission given by shareholders at the AGM on 2 May 2000. Surplus property disposals generated £25.8 million of proceeds and a net profit of £4.0 million in 2000. We currently have under offer vacant properties with a market value in the region of £20 million. Financing Enhancements made to our franchise portfolio and investment in existing operations during the year has resulted in an increase in average borrowings. Borrowings at 31 December 2000 rose to £137.6 million from £103.5 million at the end of 1999. Gearing has increased to 101% from 73%. The total interest charge for the year rose to £15.5 million from £12.1 million in the previous year. These figures include bank interest of £10.7 million in 2000 and £8.1 million in 1999. Interest cover was 1.3 times compared to 2.8 times in 1999. Interest cover is lower in 2000 primarily due to the combination of higher borrowings and profits which have been reduced by operating exceptional costs and lower net profits on the disposal of businesses and fixed assets. Operations generated £42.3 million of cash inflow compared to £75.1 million in 1999. During the year we continued to focus on working capital management. A reduction of £7.1 million was achieved in 2000 compared to £39.6 million last year. Net capital expenditure excluding the proceeds from the sale of properties was £19.5 million compared to £16.2 million in 1999. The proceeds from property disposals amounted to £25.8 million in the year. Acquisitions, net of disposals, in the year amounted to £55.1 million. We paid £82.5 million to acquire dealerships from Lex Service PLC on 31 March 2000 and a further £8.8 million on other acquisitions, mainly the Bauer Jaguar business in California. Disposal of businesses realised £35.2 million. OUTLOOK Our actions during 2000 have established a solid platform from which to move the group forward in 2001. Firstly, our investment in innovative technology enables us to run our business more effectively and efficiently. Secondly, the acquisitions we have made in 2000 serve to enrich the franchise portfolio whilst diversifying our business overseas where returns are typically higher than here in the UK. Thirdly, we have enhanced our business by disposing of non-core and under performing franchises in 2000. Trading in December and January has been ahead of expectations and there are clear signs that consumer confidence is returning. Consolidated Profit and Loss Account Year ended 31 December 2000 2000 2000 2000 1999 Pre- Exceptional Total exceptional items items £000 £000 £000 £000 Total turnover - group and share of 1,637,248 1,637,248 1,797,443 joint venture Less: share of joint venture turnover (208,993) - (208,993) (43,275) Group turnover Existing operations 1,154,498 - 1,154,498 1,754,168 Acquisitions 273,757 - 273,757 - 1,428,255 - 1,428,255 Cost of sales (1,242,550) -(1,242,550)(1,534,176) Gross profit 185,705 - 185,705 219,992 Net operating expenses (158,166) (5,921) (164,087) (197,845) Group operating profit Existing operations 20,949 (5,267) 15,682 22,147 Acquisitions 6,590 (654) 5,936 - 27,539 (5,921) 21,618 22,147 Share of operating loss in joint (2,562) (510) (3,072) (1,119) venture Total operating profit 18,546 21,028 (Loss)/profit on sale of businesses (3,023) 9,628 Profit on disposal of fixed assets 4,036 600 Profit on ordinary activities before 19,559 31,256 interest Net interest payable Group (14,483) (11,849) Joint venture (939) (248) (15,422) (12,097) Profit on ordinary activities before 4,137 19,159 taxation Taxation (1,568) (6,129) Profit for financial year 2,569 13,030 Dividends (Note 1) (8,553) (7,929) Retained (loss)/profit for the (5,984) 5,101 financial year Earnings per ordinary share (Note 2) 4.2p 21.4p Consolidated Balance Sheet At 31 December 2000 2000 1999 £000 £000 Fixed assets Goodwill 23,684 14,271 Tangible assets 183,046 168,747 Investments Investment in joint venture Share of gross assets and preference shares 70,854 88,878 Share of gross liabilities (62,537) (77,023) 8,317 11,855 Other investments 3,613 1,500 11,930 13,355 218,660 196,373 Current assets Stock 160,594 134,551 Repurchase commitments 51,808 74,827 Debtors 80,314 78,770 Cash at bank and in hand - 3,033 292,716 291,181 Creditors: amounts falling due within one year (279,482) (206,954) Net current assets 13,234 84,227 Total assets less current liabilities 231,894 280,600 Creditors: amounts falling due after more than one year (91,881) (136,464) Provisions for liabilities and charges (3,377) (1,642) Net assets 136,636 142,494 Capital and reserves Called up share capital 15,242 15,242 Share premium account 74,697 74,697 Other reserves 14,841 14,803 Profit and loss account 31,856 37,752 Equity shareholders' funds 136,636 142,494 Consolidated Cash Flow Statement Year ended 31 December 2000 2000 1999 £000 £000 Cashflow from operating activities 42,318 75,141 Interest received 324 39 Interest paid (15,238) (11,679) Returns on investments and servicing of finance (14,914) (11,640) Taxation paid (4,515) (13,689) Payments to acquire tangible fixed assets (35,833) (35,861) Payments to acquire investments (2,113) (1,500) Receipts from sales of tangible fixed assets 44,294 21,184 Capital expenditure 6,348 (16,177) Business acquisitions (91,343) (84,086) Cash/(borrowings) of acquired businesses 974 (26,839) Dividend paid to former shareholders of Evans Halshaw - (3,700) Holdings plc post acquisition Deferred consideration paid - (12,710) Cash sold on businesses disposal - (278) Business disposals 35,241 51,343 Acquisitions and disposals (55,128) (76,270) Equity dividends paid (8,118) (7,520) Net cashflow before financing (34,009) (50,155) Financing Repayment of unsecured bank loans (6,000) - Repayment of loan notes (655) - Unsecured bank loans 25,211 54,367 Net cash inflow from financing 18,556 54,367 Movements in cash and overdrafts (15,453) 4,212 Reconciliation of net cashflow to movement in net debt Movement in cash and overdrafts (15,453) 4,212 Cash inflow from increase in debt financing (18,556) (54,367) Loan notes issued on acquisition of Evans Halshaw Holdings - (5,194) plc Movement in net debt in the year (34,009) (55,349) Net debt at 31 December 1999 (103,548) (48,199) Net debt at 31 December 2000 (137,557) (103,548) Group Statement of Total Recognised Gains and Losses Year ended 31 December 2000 2000 1999 £000 £000 Profit for the financial year 2,569 13,030 Unrealised profit on disposal of businesses - 5,100 Currency translation adjustments relating to net (422) (234) investments in foreign enterprises, net of tax effect Total recognised gains and losses relating to the 2,147 17,896 year The reported profit for the year is not materially different from the profit on an unmodified historical cost basis. Group Reconciliation of Movements in Shareholders' Funds Year ended 31 December 2000 2000 1999 £000 £000 Profit for the financial year 2,569 13,030 Dividends (8,553) (7,929) (5,984) 5,101 Exchange adjustment (379) (234) Unrealised profit on disposal of business - 5,100 Goodwill written back on divestment 505 499 Net addition to shareholders' funds (5,858) 10,466 Opening shareholders' funds 142,494 132,028 Closing shareholders' funds 136,636 142,494 Notes to the Financial Statements 1. Dividends 2000 1999 £000 £000 Ordinary shares Interim paid 4.9p per share (1999 - 4.4p) 2,832 2,643 Final proposed 9.8p per share (1999 - 8.8p) 5,721 5,286 Total dividend 8,553 7,929 Subject to final approval at the Annual General Meeting, the final dividend will be paid on 24 April 2001 to shareholders appearing on the register at the close of business on 23 March 2001. 2. Earning per share 2000 2000 1999 1999 a) Adjustments to basic earnings per share, Earnings Total Earnings Total based on ordinary shares in issue per £000 per £000 share share pence pence Earnings 4.2 2,569 21.4 13,030 Goodwill amortisation 4.3 2,592 2.9 1,762 Notional interest on deferred consideration - - 0.9 583 Tax effect of notional interest - - (0.3) (176) Earnings excluding goodwill amortisation and 8.5 5,161 24.9 15,199 notional interest Non trading items: Exceptional items 10.5 6,431 7.4 4,525 Profit on business and fixed assets disposals (1.6) (1,013) (16.8)(10,228) Tax effect of non trading items (2.7) (1,625) 2.9 1,725 Earnings excluding goodwill amortisation, 14.7 8,954 18.4 11,221 notional interest and non trading items b) Diluted earnings per share, based on 2000 2000 1999 1999 weighted average number of shares in issue. Diluted Total Diluted Total Earnings £000 Earnings £000 per per share share pence pence Earnings 4.2 2,569 21.3 13,030 c) Shares in issue Number Number Ordinary shares in issue 60,964,152 60,964,152 Weighted average number of dilutive shares 542,974 191,542 under option Weighted average number of shares in issue 61,507,126 61,155,694 taking account of applicable outstanding share options The directors consider that the adjusted earnings per share figures provide a better measure of comparative performance. 3. Annual Report The above financial information does not represent the full financial statements of the company. Full financial statements for the year ended 31 December 1999, containing an unqualified audit report have been delivered to the registrar of companies. Full financial statements for the year ended 31 December 2000, which have been reported on without qualification by the group's auditors, will shortly be posted to shareholders, and after adoption at the Annual General Meeting on 23 April 2001 will be delivered to the Registrar. Copies of this announcement are available from Pendragon PLC, Loxley House, 2 Oakwood Court, Little Oak Drive, Annesley, Nottingham.
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