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