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.