Final Results

Pendragon PLC 12 February 2004 PENDRAGON PLC FOR IMMEDIATE RELEASE 12 February 2004 PRELIMINARY RESULTS TO 31 DECEMBER 2003 Pendragon PLC, the UK's largest car dealership group, today reports preliminary results for the twelve months to 31 December 2003. Highlights: • Turnover £1.84 billion (2002 £1.88 billion), like for like up 4%. • Profit before tax, goodwill and exceptionals up 27% to £38.2 million (2002 £30.2 million) • Operating margins pre goodwill amortisation 2.8% (2002 2.3%) • Profit before tax up 24% to £44.3 million (2002 £35.8 million) • Basic earnings per share up 40% to 24.5p (2002 17.5p) • Total dividend up 10.5% to 7.60p (2002 6.88p) • Strong operating cash inflow of £59.1 million (2002 £62.9 million) • Recommended cash offer of £230m for CD Bramall announced 23 January 2004 Trevor Finn, Chief Executive, commented: 'We have had another very successful year with an outstanding set of results. We have demonstrated that our strategy of focusing on high quality businesses in prime locations, whilst developing long-term manufacturer relationships, is enabling us to deliver increasing returns to our shareholders. I believe that 2004 will be an exciting year for Pendragon. The acquisition of CD Bramall will enable us to grow with our selected manufacturer partners and provide us with significant economies of scale. It will also confirm our position as the UK's largest car retailer, allowing us to take full advantage of strong market conditions and the European Commission's recent changes to the Block Exemption rules.' Enquiries: Pendragon PLC Trevor Finn, Chief Executive Tel: 01623 725 114 David Forsyth, Finance Director Finsbury Charlotte Hepburne-Scott Tel: 020 7251 3801 Gordon Simpson Introduction This year's results are well ahead of last year with earnings significantly up and borrowings reduced by another year of strong operating cash inflow. This has enabled us to continue to increase dividend payments to shareholders with a total dividend per share for 2003 up by 10.5% on last year. Results and Dividend Turnover for the year ended 31 December 2003 was £1,842 million compared to £1,875 million in 2002. Like for like turnover, excluding the impact of acquisitions and disposals, was up 4.4%. Profit before tax, amortisation of goodwill and exceptionals was up by 27% to £38.2 million from £30.2 million in 2002. Operating margins on this basis increased to 2.8% from 2.3%. Additionally, the group made a net profit on property, business and investment disposals of £7.5 million compared to £9.5 million in 2002. Profit on ordinary activities before taxation increased to £44.3 million from £35.8 million last year. Earnings per share increased by 40% to 24.5 pence compared to 17.5 pence in 2002. The board has proposed a final dividend of 3.80 pence per share. Together with the interim dividend of 3.80 pence per share, this makes a total of 7.60 pence per share for the year which compares to 6.88 pence per share in 2002. Good operating profits and efficient working capital management has resulted in an operating cash inflow of £59.1 million compared to £62.9 million last year. This has allowed us to strengthen our balance sheet and at the same time invest in the existing business and in new business opportunities. We bought back and cancelled more of the company's shares during the year at a cost of £11.0 million. Borrowings decreased during 2003 to £96.7 from £114.0 million at the end of last year. The table below summarises our results for the year: £m 2003 2002 Turnover 1,841.6 1,875.5 Underlying operating profit 50.8 43.3 Goodwill amortisation (2.4) (3.8) Operating profit 48.4 39.5 Business disposals 1.9 (0.3) Ryland Group investment disposal 2.6 - Property disposals 3.0 9.7 Profit on ordinary activities before interest 55.9 48.9 Income from investment in Ryland Group 1.0 - Interest (12.6) (13.1) Profit on ordinary activities before tax 44.3 35.8 Earnings per share 24.5p 17.5p Dividend per share 7.60p 6.88p Earnings and dividend per share comparatives in the above table have been restated to reflect the 3 for 2 bonus issue on 15 July 2003. Underlying operating profit of £50.8 million (2002 £43.3 million) less interest of £12.6 million (2002 13.1 million) gives profit before tax, goodwill amortisation and exeptionals of £38.2 million (2002 £30.2 million). Recommended cash offer for CD Bramall PLC On 23 January 2004 we announced that we had made a recommended cash offer for CD Bramall PLC. The offer price of £6.00 per share values CD Bramall PLC at approximately £230.3 million. CD Bramall PLC is one of the UK's largest motor car and truck retailers with a total of 133 franchises. It is also involved in leasing, contract hire and rental of vehicles. There are two principal reasons for the offer. Firstly, to build scale with our selected manufacturer partners, in particular Ford, Vauxhall, Mercedes-Benz and BMW, and at the same time give greater national coverage with more locations in Scotland and southwest England. Secondly, to benefit from economies of scale and efficiencies. The acquisition provides an ideal opportunity for the group to gain scale and thereby play a major role in the future development of car retailing in the UK. Further details of the offer are contained in the circular sent out to shareholders on 9 February 2004. The proposed acquisition is for cash and is being funded by borrowings. We have put in place a plan to reduce the borrowings following the acquisition through a combination of operating cash flow and selective property and business disposals. Management has an established track record of making large acquisitions initially increasing borrowings significantly and then reducing them to more normal levels over a relatively short period of time. Trading Environment The 2003 market for both new and used cars in the UK continued to perform strongly, sustained by robust consumer confidence and the relatively low cost of finance. In the UK, national new car registrations were almost 2.6 million in the year, an increase of 0.6% from last year's record, and was led by brands such as BMW, Mercedes-Benz, Mini, Porsche and Vauxhall. Registrations by Ford, Rover and Volvo were slightly down. In the USA the car market started off slowly with registrations down in the first half of the year by 2.5%. Sales rates recovered in the second half and by December the annual market was only 1.0% down on 2002. In Germany, where we represent Land Rover and Jaguar, there continues to be a weak economy and the national new car market fell by a further 0.5% in 2003. Land Rover sales increased by 2.9% whilst Jaguar registrations fell 18.1%. Motor Retail Business The principal activity of our business is the sale and servicing of motor cars. In 2003 new car sales accounted for 33% of gross profit, used car sales for 19% and aftersales for 45%. These percentages have not changed significantly year on year. The business can also be categorised by market area: UK, USA and Germany, each of which is explained in more detail below. UK We currently operate 117 franchises in the UK. We have a national network of dealerships from Exeter in the south to Edinburgh in the north. We represent specialist and luxury car franchises including Aston Martin, BMW, Chrysler Jeep, Ferrari, Jaguar, Land Rover, Maserati, Mercedes-Benz, Mini, Porsche, smart and Volvo. We operate Ford, MG Rover and Vauxhall dealerships in the volume sector. In addition we have five sites selling Harley Davidson and Japanese motor cycles. The results for the UK business can be summarised as follows: £m Turnover Gross Profit Gross Margin Underlying Underlying % Operating Operating Profit Margin % Existing 1,489.7 206.3 13.8 51.5 3.5 Disposed 106.8 14.7 13.8 4.1 3.8 Total 2003 1,596.5 221.0 13.8 55.6 3.5 Total 2002 1,644.2 219.6 13.4 43.5 2.6 The UK businesses have performed extremely well. Underlying operating profit has increased by 27.8% to £55.6 million. Like for like turnover has increased 7%. The turnover reduction shown in the table of almost £50 million reflects the impact of the disposals we have made over the last two years. Underlying operating margins have improved to 3.5% from 2.6%. This is due to us improving performance across many parts of our business and also strengthening our franchise portfolio. The benefit of the changes we made to the portfolio in 2002 by disposing of, or closing, a number of poorly performing sites have started to flow through. The most significant improvement in profitability has been achieved by our Ford franchise with operating margins increasing like for like by 1.7%. The Ford business consists of eight regions, called customer market areas ('CMAs'), all of which have improved their performance year on year with the exception of Aylesbury. In 2003 an operating margin of 1.4% has been achieved on sales of £284.3 million, which is ahead of the 1% target we set ourselves at the beginning of the year. In 2002 the eight CMAs had higher turnover at £295.0 million on which an operating loss of £0.8 million was incurred. We disposed of the Aylesbury CMA at the end of December 2003. The results from this high overhead cost base business have been dilutive in recent years and the disposal was part of our reconfiguration plan for our Ford franchise. In 2004 we will be seeking to further improve margins from our remaining Ford businesses. We disposed of seven businesses during the year including Aylesbury Ford. Prior to sale the disposed businesses contributed £106.8 million to turnover and £4.1 million to operating profit. The proceeds on the sale of these businesses were £9.5 million, generating a profit on disposal of £1.9 million. The disposals included four Mercedes-Benz dealerships, which were planned as part of the national reorganisation of the Mercedes-Benz UK dealership network. Two were sold at the end of June and the other two at the end of September. As part of this Mercedes-Benz reorganisation we were appointed the dealer for the West Yorkshire market area which is now fully operational. We acquired Bradford and Huddersfield in 2002 to add to our existing dealerships in Leeds and Wakefield. The Mercedes-Benz reorganisation includes the sale of our dealership in Leicester which we expect will happen in June 2004. We have also relocated and refurbished a number of dealerships during the year. Nottingham and Sutton Coldfield Porsche dealerships have relocated to brand new sites, both of which have produced operating results significantly ahead of last year despite the disruption caused by the move. We also plan to open a new Porsche dealership in North Manchester in the coming year. USA We continue to be pleased with the progress we have made in building our business in the USA. We have established a business operating ten franchises across seven sites and at the same time put in place a leadership team, systems and processes to provide both control and a platform for further profit growth. The table below summarises the performance of the USA business during the year: £m Turnover Gross Profit Gross Margin Underlying Underlying % Operating Operating Profit Margin % Existing 136.8 24.7 18.0 3.6 2.7 Acquired 35.5 6.4 18.0 2.3 6.6 Total 2003 172.3 31.1 18.0 5.9 3.5 Total 2002 157.2 24.2 15.4 5.1 3.2 In 2003, national sales of Land Rover were down 4.8% and Jaguar were down 10.7%. The reduction in Jaguar units is primarily due to the tailing off in demand of the X-type model following its successful introduction in late 2001. The launch of the new XJ saloon helped improve Jaguar's second half sales performance. The lower new car sales of both Jaguar and Land Rover has led to a fall in turnover at our existing sites and increased pressure on operating margins. In turn, gross margins have strengthened as the relative mix of sales has changed with a greater proportion arising from aftersales activities. The results of the existing business include a greenfield startup that commenced trading in March 2003, selling Lincoln and Mercury models in Irvine, California. This business has contributed turnover of £12.7 million and generated an operating loss of £0.3 million. Excluding Lincoln Mercury our existing businesses achieved a 3.2% operating margin. Acquired businesses consist of two Land Rover dealerships in Newport Beach and Mission Viejo, which we purchased at the end of February 2003. The cost of acquisition was £8.6 million. From a relatively slow start both these businesses have performed well in the second half delivering excellent results. Germany The German economy remains relatively weak and the performance of our businesses continues to be disappointing. In total we operate six sites in Munich and Frankfurt with twelve franchises - six Jaguar, four Land Rover and two Aston Martin. In comparative terms it is a small part of the group contributing less than 2.5% of turnover. The results for our German business can be summarised as follows: £m Turnover Gross Profit Gross Margin Underlying Underlying % Operating Operating Loss Margin % Total 2003 44.5 5.8 13.0 (1.4) (3.2) Total 2002 39.6 5.2 13.2 (1.5) (3.8) Turnover has increased by £4.9 million and we have seen an improvement in operating margins except for used cars where margins have fallen. Technology and Support Services This group of businesses provides a broad range of technology based services to both the Pendragon group and to outside customers. The services are provided by a number of specialist businesses, which principally comprise: • Pendragon Contracts (business and personal contract hire) • Pinewood Technologies and Car Fleet Control (computer software systems, telecoms and security monitoring solutions for dealerships) • Loxley House (centralised customer services provider) Collectively, these businesses contributed 3% of the total group gross profit and made an operating profit of £4.6 million (2002: £3.6 million). Pendragon Contracts Our contract hire business made an operating profit of £1.5 million (2002: £1.4 million). Although we have delivered almost 1,700 new cars during the year we have continued to be selective in the type of business we accept, and as a consequence the fleet size has reduced to 5,901 cars at the end of 2003 compared to 6,412 cars at the end of 2002. Pinewood Technologies Pinewood specialises in the provision of dealership management systems, telecommunications and remote security monitoring systems for the retail motor industry. It provides services to third parties as well as to Pendragon's operations. Third party sales of our new dealer management system, Pinnacle, are growing steadily. Loxley House The customer service centre provides a broad range of services to the group including a call centre, video sales functions, customer retention and accounting services. During the year we have integrated more dealerships from the group into this business model, including the call centre for our Vauxhall group and back of house functions for our BMW group. Profits on business, property and investment disposals We disposed of seven businesses during the year which generated a profit of £1.9 million. Property disposals generated £11.8 million proceeds (2002: £26.2 million) and a net profit before tax of £3.0 million (2002: £9.7 million). We are continuing to manage our property portfolio in order to release value from properties. Currently, we have a number of properties awaiting planning approval for alternative use. On 1 September 2003 we disposed of our 29.99% shareholding in Ryland Group plc for a consideration of 160 pence per share. Total proceeds from the sale were £14.2 million, which gave a profit of £2.6 million. There is no tax payable on this profit as the shares had been held for over a year. In addition to the profit on disposal, dividends of £1.0 million were received during the year from this investment. Share Buybacks During 2003 we repurchased 8.7 million shares (2002: 11.8 million) at a cost of £11.0 million (2002: £14.9 million). We stated in February 2001 that we would realise shareholder value, created as a result of holding freehold property, by utilising net profits from the disposal of surplus properties to repurchase and cancel the company's ordinary shares. Over the last three years we have repurchased and cancelled a total of 24.8 million shares Outlook The motor retail industry benefited in 2003 from strong demand for its products and services. This, together with our continued focus on scale efficiencies, has enabled us to deliver an excellent set of results. The current year has started well with UK national new car registrations in January up year on year by 5.8%. The latest industry forecast for 2004 is for an annual new car market in line with 2003. Performance in our UK business this year has started in line with our expectations. In the USA our businesses finished 2003 strongly and we see this continuing into 2004. The European Commission's amendments to the block exemption rules will change the relationships between retail dealers and manufacturers within the industry creating increased commercial independence for franchised dealers. We beleive that Pendragon is well positioned to participate actively in the consolidation of the motor retailing industry in the UK. We are confident that 2004 will be an exciting and successful year for Pendragon. TREVOR FINN Chief Executive 12 February 2004 Consolidated Profit and Loss Account Year ended 31 December 2003 2003 2003 2003 2002 Existing Acquisitions Total Operations £000 £000 £000 £000 ________________________________________________________________________________ Turnover 1,806,098 35,512 1,841,610 1,875,494 Cost of sales (1,546,968) (29,132) (1,576,100) (1,616,878) ________________________________________________________________________________ Gross profit 259,130 6,380 265,510 258,616 Net operating expenses (212,766) (4,348) (217,114) (219,161) ________________________________________________________________________________ Operating profit 46,364 2,032 48,396 39,455 ________________________________________________________________________________ Operating profit before 48,442 2,342 50,784 43,298 goodwill amortisation Goodwill amortisation (2,078) (310) (2,388) (3,843) ________________________________________________________________________________ Operating profit 46,364 2,032 48,396 39,455 Profit/(loss) on 1,894 (230) disposal of businesses Profit on disposal of 2,560 - investments Profit on disposal of 3,010 9,733 fixed assets ________________________________________________________________________________ Profit on ordinary 55,860 48,958 activities before investment income, interest and taxation Income from investments 1,040 - Net interest payable (12,552) (13,123) ________________________________________________________________________________ Profit on ordinary 44,348 35,835 activities before taxation Taxation (13,858) (11,859) ________________________________________________________________________________ Profit for the financial year 30,490 23,976 Dividends (Note 1) (9,490) (9,171) ________________________________________________________________________________ Retained profit for the 21,000 14,805 financial year ________________________________________________________________________________ restated Earnings per ordinary share (Note 2) 24.5p 17.5p Diluted earnings per ordinary 24.1p 16.9p share (Note 2) Consolidated Balance Sheet At 31 December 2003 2003 2002 £000 £000 ________________________________________________________________________________ Fixed assets Intangible assets 29,220 25,673 Tangible assets 161,057 166,589 Investments 10,822 16,302 ________________________________________________________________________________ 201,099 208,564 ________________________________________________________________________________ Current assets Stocks 255,206 239,926 Repurchase commitments 22,048 25,199 Debtors 74,797 72,143 Cash at bank and in hand 7,523 9,544 ________________________________________________________________________________ 359,574 346,812 ________________________________________________________________________________ Creditors: amounts falling due within one year (328,074) (320,748) ________________________________________________________________________________ Net current assets 31,500 26,064 ________________________________________________________________________________ Total assets less current liabilities 232,599 234,628 ________________________________________________________________________________ Creditors: amounts falling due after more than one (73,025) (86,226) year Provisions for liabilities and charges (1,680) (3,003) ________________________________________________________________________________ Net assets 157,894 145,399 ________________________________________________________________________________ Capital and reserves Called up share capital 32,790 13,858 Share premium account 56,773 76,039 Other reserves 15,092 11,944 Profit and loss account 53,239 43,558 ________________________________________________________________________________ Equity shareholders' funds 157,894 145,399 ________________________________________________________________________________ Consolidated Cash Flow Statement Year ended 31 December 2003 ________________________________________________________________________________ 2003 2002 £000 £000 ________________________________________________________________________________ Cash flow from operating activities (Note 3) 59,132 62,868 ________________________________________________________________________________ Dividends received 1,040 - Interest received 101 488 Interest paid (13,868) (13,721) ________________________________________________________________________________ Returns on investments and servicing of (12,727) (13,233) finance ________________________________________________________________________________ Taxation paid (12,334) (7,517) ________________________________________________________________________________ Payments to acquire tangible fixed assets (42,991) (44,587) Payments to acquire investments (8,565) (79) Receipts from sales of tangible fixed 38,693 50,344 assets Receipts from sales of investments 16,605 424 ________________________________________________________________________________ Capital expenditure and financial 3,742 6,102 investment ________________________________________________________________________________ Business acquisitions (8,557) (5,396) Business disposals 9,486 4,641 ________________________________________________________________________________ Acquisitions and disposals 929 (755) ________________________________________________________________________________ Equity dividends paid (10,789) (9,073) ________________________________________________________________________________ Net cash flow before financing 27,953 38,392 ________________________________________________________________________________ Financing Issue of ordinary share capital 586 1,544 Redemption of issued ordinary share (11,017) (14,858) capital Repayment of unsecured bank loans (35,445) (50,813) Repayment of loan notes (15,218) (161) Unsecured bank loans 29,019 22,000 ________________________________________________________________________________ Net cash outflow from financing (32,075) (42,288) ________________________________________________________________________________ Movement in cash and overdrafts (4,122) (3,896) ________________________________________________________________________________ Reconciliation of net cash flow to movement in net debt Movement in cash and overdrafts (4,122) (3,896) Exchange differences (219) (84) Issue of loan notes on purchase of - (11,556) investment in Ryland Group plc Cash outflow from decrease in debt 21,644 28,974 financing ________________________________________________________________________________ Movement in net debt in the year 17,303 13,438 Net debt at 31 December 2002 (114,044) (127,482) ________________________________________________________________________________ Net debt at 31 December 2003 (96,741) (114,044) ________________________________________________________________________________ Group Statement of Total Recognised Gains and Losses Year ended 31 December 2003 2003 2002 £000 £000 ________________________________________________________________________________ Profit for the financial 30,490 23,976 year Currency translation (302) 259 adjustments relating to net investments in foreign enterprises ________________________________________________________________________________ Total recognised gains and 30,188 24,235 losses relating to the year ________________________________________________________________________________ Group Reconciliation of Movements in Shareholders' Funds Year ended 31 December 2003 2003 2002 £000 £000 ________________________________________________________________________________ Profit for the financial 30,490 23,976 year Dividends (9,490) (9,171) ________________________________________________________________________________ 21,000 14,805 Exchange adjustment (302) 259 Goodwill written back 2,228 - Issue of ordinary shares 586 1,544 Repurchase of ordinary (11,017) (14,858) shares ________________________________________________________________________________ Net addition to 12,495 1,750 shareholders' funds Opening shareholders' funds 145,399 143,649 ________________________________________________________________________________ Closing shareholders' funds 157,894 145,399 ________________________________________________________________________________ Notes to the Financial Statements 1. Dividends 2003 2002 £000 £000 ________________________________________________________________________________ Ordinary shares Interim paid 3.80p per share (2002 : 2.28p as restated for the effect of the bonus issue) 4,757 3,139 Final proposed 3.80p per share (2002 : 4.60p as restated for the effect of the bonus issue) 4,733 6,032 ________________________________________________________________________________ 9,490 9,171 ________________________________________________________________________________ Subject to final approval at the Annual General Meeting, the final dividend will be paid on 16 April 2004 to shareholders appearing on the register at the close of business on 19 March 2004. 2. Earnings per share a) Adjustments to basic earnings per share, based on ordinary shares in restated* issue 2003 2003 2002 2002 Earnings per Total Earnings per Total share £000 share £000 pence pence ________________________________________________________________________________ Earnings 24.5 30,490 17.5 23,976 Goodwill amortisation 1.9 2,388 2.8 3,843 Tax effect of goodwill (0.2) (226) (0.1) (116) ________________________________________________________________________________ Earnings excluding 26.2 32,652 20.2 27,703 goodwill amortisation Non trading items: Profit on business, (6.0) (7,464) (6.9) (9,503) investment and fixed asset disposals Dividends received (0.8) (1,040) - - Tax effect of non trading 1.2 1,469 1.0 1,407 items ________________________________________________________________________________ Earnings excluding 20.6 25,617 14.3 19,607 goodwill amortisation and non trading items ________________________________________________________________________________ b) Diluted earnings per share, based on weighted average number of shares restated* in issue 2003 2003 2002 2002 Earnings per Total Earnings per Total share £000 share £000 pence pence ________________________________________________________________________________ Earnings 24.1 30,490 16.9 23,976 ________________________________________________________________________________ c) Shares in issue restated* 2003 2002 number number ________________________________________________________________________________ Weighted average number 124,391,818 137,131,075 of ordinary shares in issue Weighted average number 2,328,925 4,340,675 of dilutive shares under option ________________________________________________________________________________ Weighted average number 126,720,743 141,471,750 of shares in issue taking account of applicable outstanding share options ________________________________________________________________________________ The directors consider that the adjusted earnings per share figures provides a better measure of comparative performance. * Prior year figures have been restated for the effect of the bonus issue which took place during the year. 3. Net cash inflow from operating activities 2003 2002 £000 £000 ________________________________________________________________________________ Operating profit 48,396 39,455 Depreciation 10,277 10,480 Goodwill amortisation 2,388 3,843 Loss on disposal of fixed 9 140 assets Increase in stocks (17,519) (15,884) (Increase)/decrease in (2,190) 19,870 debtors Increase in creditors 17,771 4,964 ________________________________________________________________________________ 59,132 62,868 ________________________________________________________________________________ 4. 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 2002, containing an unqualified audit report have been delivered to the registrar of companies. Full financial statements for the year ended 31 December 2003, 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 15 April 2004 will be delivered to the registrar. Copies of this announcement are available from Pendragon PLC, Loxley House, 2 Oakwood Court, Little Oak Drive, Annesley, Nottinghamshire NG15 0DR. This information is provided by RNS The company news service from the London Stock Exchange
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