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MMH Marshall Motor Holdings Plc

397.00
0.00 (0.00%)
19 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Marshall Motor Holdings Plc LSE:MMH London Ordinary Share GB00BVYB2Q58 ORD 64P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 397.00 394.00 400.00 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Marshall Motor Holdings PLC Interim Results (9729N)

15/08/2017 7:00am

UK Regulatory


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RNS Number : 9729N

Marshall Motor Holdings PLC

15 August 2017

15 August 2017

MARSHALL MOTOR HOLDINGS PLC

("MMH" or the "Group")

Unaudited interim results for the six months ended 30 June 2017

Marshall delivers another record trading result

Marshall Motor Holdings Plc, one of the UK's leading automotive retail and leasing groups, is pleased to announce its unaudited interim results for the six months ended 30 June 2017 ("H1") (the "Period").

Financial summary

 
                                                          H1       H1      Var        FY 
                                                        2017     2016        %      2016 
                                                    --------  -------  -------  -------- 
     Revenue (GBPm)                                  1,187.4    826.4    43.7%   1,899.4 
     Gross Profit (%)                                  11.6%    11.9%   -29bps     11.6% 
     Underlying profit before tax(1) (GBPm)             18.6     14.0    32.9%      25.4 
     Reported profit before tax (GBPm)                  18.6     12.1    53.5%      22.2 
     Dividend Per Share (p)                            2.15p    1.80p    19.4%     5.50p 
     Adjusted Net Debt(2) (GBPm)                      (35.1)   (32.4)      n/a    (54.5) 
 
 

Financial highlights

   --       Underlying profit before tax up 32.9% to GBP18.6m (H1 2016: GBP14.0m) 
   --       Record results from retail segment: PBT growth of 38.2% 
   --       Interim dividend of 2.15p per share (2016 interim dividend: 1.80p) 

-- Adjusted net debt (excluding leasing loans) at 30 June 2017: GBP35.1m. Adjusted net debt/EBITDA: 0.7x

-- Significant balance sheet capacity underpinned by GBP112.5m of freehold/long leasehold property.

   --       Net assets at 30 June 2017 of GBP2.04 per share (30 June 2016: GBP1.78 per share) 

Operational highlights

   --       Good like-for-like(3) revenue growth of 6.7% 

-- New car retail unit sales up 32.7% (like-for-like down 0.4%, outperforming UK new car retail market which was down 4.8%)

   --       Used car unit sales up 39.7% (like-for-like up 5.8%) 

-- Aftersales revenues up 43.1% (like-for-like up 2.3%) driven by a strong service performance

-- Ridgeway acquisition delivering to plan and making a material profit before tax contribution of GBP5.4m (H1 2016: GBP1.0m)

-- Continued good levels of profitability in the leasing segment with further fleet growth and a number of new customer account wins.

   --       Focus and control of operating expenses at 9.7% of revenue (H1 2016: 10.1%) 

-- Further investment in the Group's property portfolio with GBP12.3m retail capital expenditure during the Period.

Daksh Gupta, Group Chief Executive, said:

"The Board is pleased to announce another period of record trading, underpinned by like-for-like growth together with the contribution from Ridgeway which the Group acquired on 25 May 2016. In the two years since listing, the Group has successfully completed a number of retail acquisitions transforming its scale, geographic footprint and franchise portfolio as well as significantly growing its profitability. This, together with a strong balance sheet, leaves the enlarged Group well positioned to execute its growth strategy moving forward."

(1) Underlying profit before tax is presented excluding non-underlying items (see note 5)

(2) Adjusted net debt excludes GBP65.9m asset backed finance relating to the leasing segment (2016: GBP60.7m)

(3) "Like-for-like" is defined in note 1 to the interim financial statements

For further information and enquiries please contact:

 
 Marshall Motor Holdings    c/o Hudson Sandler Tel: 
  plc                        +44 (0) 20 7796 4133 
 Daksh Gupta, Group Chief 
  Executive 
 Mark Raban, CFO 
 
 Investec Bank plc (NOMAD   Tel: +44 (0) 20 7597 4000 
  & Broker) 
 Christopher Baird 
 David Flin 
 David Anderson 
 
 Hudson Sandler             Tel: +44 (0) 20 7796 4133 
 Michael Sandler 
 Nick Lyon 
  Alex Brennan 
 

Notes to Editors

About Marshall Motor Holdings plc (www.mmhplc.com)

The Group's principal activities are the sale and repair of new and used vehicles through Marshall Motor Group and the leasing of vehicles through Marshall Leasing. The Group's businesses have a total of 104 franchises covering 24 brands, operating from 90 locations across 26 counties in England. In addition, the Group operates five trade parts specialists, five used car centres, five standalone body shops and one pre delivery inspection centre.

In May 2017 the Group was recognised by the Great Place to Work Institute, being ranked the 22(nd) best place to work in the UK (large company category). This was the seventh year in succession that the Group has achieved Great Place to Work status.

In November 2016 Marshall Leasing was named Fleet Service Company of the Year 2016 by the Association of Car Fleet Operators (ACFO), an award it also won in 2010 and 2013.

Cautionary statement

This announcement contains unaudited information based on management accounts and forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts and undue reliance should not be placed on any such statements because they speak only as at the date of this document and are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and the Group's plans and objectives, to differ materially from those expressed or implied in the forward-looking statements. MMH undertakes no obligation to revise or update any forward-looking statement contained within this announcement, regardless of whether those statements are affected as a result of new information, future events or otherwise, save as required by law and regulations.

Introduction

I am delighted to report that the Group has delivered another record trading result during the Period which continues the trend of strong financial growth since our IPO in April 2015.

Retail Segment Overview

Our retail segment has again reported material growth in profit before tax, up 38.2%. This was driven by continued growth in the like-for-like portfolio and a contribution from the strategic acquisition of Ridgeway Garages (Newbury) Limited ("Ridgeway") acquired on 25 May 2016.

Ridgeway

The acquisition of Ridgeway extended the Group's geographical reach into the affluent southern Home Counties and strengthened relationships with key brand partners. The integration has progressed in line with plan and is nearing completion. From both an operational and a financial perspective, Ridgeway is performing in line with expectations, contributing profit before tax during the Period of GBP5.4m (H1 2016: GBP1.0m).

New Vehicles

During the Period, overall UK new vehicle registrations decreased by 1.3% including the impact of self/dealer registrations. New vehicle registrations to retail customers decreased by 4.8% with registrations to fleet customers growing by 1.6%.

Against this background, the Group enjoyed strong new retail unit sales during the Period, up 32.7% in total. The Group continued to outperform the UK new retail vehicle market with a marginal decline in unit sales to retail customers of 0.4% on a like-for-like basis. As expected, the Group experienced a like-for-like decline in new unit vehicle sales to fleet customers following a commercial decision to withdraw from some low margin business.

Used Vehicles

Like-for-like sales of used vehicle units during the Period showed good growth, up 5.8%, with a strengthening trend throughout the Period, although there was ongoing margin pressure.

Aftersales

The Group has also shown continued like-for-like growth within aftersales across both revenue and margin, including a strong service performance.

Leasing Segment Overview

Our leasing segment has continued to deliver good levels of profitability during the Period, albeit below the exceptional levels reported in the comparable period last year. This was largely driven by a reduced level of de-fleet activity and lower levels of disposal unit profitability.

During the Period, the leasing segment was successful in winning a number of new customer accounts and, with a strong order bank at the end of the Period, is well positioned to achieve future growth in the fleet, focused on the delivery of its service-led B2B strategy, in the full year and medium term.

At 30 June 2017, the leasing fleet was 6,290 vehicles, up 3.5% versus the same date last year (H1 2016: 6,077).

Employee Engagement

The Group has continued to focus on all aspects of employee and colleague engagement and the Board is delighted to report that this has again been recognised by the Great Place to Work Institute with the Group being ranked as 22nd best place to work in the UK (large company category). We are particularly delighted with the continued ranking for 3 years within the survey, showing our committed investment in our people.

During H1 2016 the Group launched a key initiative to guarantee Sales Executive earnings during the first year of employment. Whilst too early to draw firm conclusions, the Board is pleased with the initial results of the initiative which is helping to attract new talent to the organisation, reducing staff turnover and driving productivity.

Balance Sheet Capacity

The Group remains well positioned to continue to execute its growth strategy moving forward, supported by significant balance sheet capacity. As at 30 June 2017, adjusted net debt (excluding asset backed leasing loans of GBP65.9m) was GBP35.1m (30 June 2016: GBP32.4m) representing an adjusted net debt to EBITDA ratio of 0.7x. The Group has significant balance sheet capacity including GBP112.5m of freehold/long leasehold property.

Financial Review

Group turnover increased by 43.7% to GBP1,187.4m (H1 2016: GBP826.4m). Like-for-like revenues showed strong growth of 6.7% with revenues in new, used and aftersales all showing growth against the same period last year.

Gross margin at 11.6% was 29 bps below the same period last year, driven primarily by margin investment in used vehicles to grow volume together with lower unit disposal profitability within the leasing segment.

Operating expenses of GBP115.2m were 37.7% higher than in the same period last year, primarily driven by the impact of Ridgeway. The enlarged scale of the Group combined with robust cost management contained operating expenses to 9.7% of revenue compared to 10.1% in the same period last year. As expected, underlying unallocated central costs of GBP4.9m were GBP1.0m higher the same period last year. This was largely driven by increased finance costs and additional infrastructure investment following the acquisition of Ridgeway.

Finance costs of GBP3.9m were GBP1.5m higher than the same period last year, as expected, driven by increased costs associated with the Group's revolving credit facility and increased stock funding charges. These additional costs include amortisation of arrangement fees and non-utilisation charges.

The reported tax rate for the Period of 22.2% is lower than the same period last year (H1 2016: 25.5%) because of the impact of disallowable transaction costs in H1 2016.

The Group's balance sheet remains strong. At 30 June 2017, adjusted net debt (excluding leasing loans) was GBP35.1m (2016: GBP32.4m). This represents a conservative pro-forma adjusted net debt/EBITDA of 0.7x, well within the Group's target range.

Over the longer term, the Board continues to believe it is in the best interests of all stakeholders that the Group maintains a sound financial position. In this respect, the Board targets net bank indebtedness (excluding leasing segment loans) of not more than 1.25x net debt/EBITDA within its future results. This leverage may rise for a period of time towards the Group's banking facility limit of not more than 3.0x should an exceptional investment opportunity arise.

A GBP120m three year unsecured, committed banking facility ("RCF") was put in place in May 2016 for general corporate purposes including acquisitions and working capital requirements. During the Period, the Group exercised an option to extend the facility for a further year to 2020. At 30 June 2017, freehold/long leasehold property (including assets under construction) totalled GBP112.5m (2016: GBP98.2m) and net assets were GBP158.0m (2016: GBP137.4m) equating to GBP2.04 per share (2016: GBP1.78 per share).

The Group remains on track with its three year capital investment programme, incurring GBP12.3m of retail capital expenditure in the Period.

Continuing the Group's strategy of expansion with existing brand partners in new geographic territories, during the Period the Group completed the acquisition of Leeds Volvo for GBP77k, further strengthening its position as the largest franchise partner of Volvo Car UK by number of sites.

In addition, the Group completed the sale of a vacant freehold site in Totton, Southampton, acquired as part of the acquisition of Ridgeway, for GBP2.0m.

Interim Dividend

In line with the Group's dividend policy, the Board is pleased to announce an interim dividend of 2.15p per share (2016 interim dividend: 1.80p). The dividend will be paid by 22 September 2017 to shareholders who are on the Company's register at close of business on 25 August 2017. The Board intends to maintain a progressive dividend policy whereby dividends are covered between 4 to 5 times underlying earnings and paid in an approximate one-third (interim dividend) and two-thirds (final dividend) split.

Operating Review: Retail Segment

Following the addition of Leeds Volvo in June 2017, the retail segment now consists of 104 franchises trading from 90 sites in 26 counties in England. The Group operates a balanced portfolio of volume, prestige and alternate premium brands, including all of the top five premium brands. The Group's diverse portfolio means it represents manufacturer brands accounting for around 84% of all new vehicle sales in the UK.

The Board believes this diversified spread of representation is a key strength of the business. In addition, the Group believes it has headroom with its key manufacturer partners for potential future acquisitions in what remains a consolidating market.

The integration of Ridgeway is in line with plan and is now substantially complete. As a result of the integration, the enlarged Group has enjoyed a number of commercial and efficiency benefits. The ex-Ridgeway sites contributed profit before tax of GBP5.4m (2016: GBP1.0m) during the Period, in line with expectations.

The Group continues to leverage the benefits of the internet and social media. The acquisition of the web domain marshall.co.uk in H2 of 2016, combined with the acquisition of Ridgeway, has led to an increase in web traffic of c.20%. The Group has received 5 industry awards for its social media activity during 2017 including "Best use of Social Media" and "Most Influential Franchised Dealer".

Retail capital expenditure during the Period was GBP12.3m (H1 2016: GBP12.0m). As previously reported, the Group completed the construction of three major JLR dealerships in H2 last year. The transition to the new sites has progressed well and the customer feedback obtained so far has been very good. During the Period the Group has continued to focus on two further major developments:

-- Construction of our new Audi dealership at a freehold site in Exeter is nearing completion and is scheduled to open in Q3 2017;

-- Construction of a new Jaguar Land Rover dealership at a new franchise point in Newbury commenced during H2 2016 as expected and is scheduled to open in Q4 2017.

We have planned for some disruption to existing businesses at these sites over the period of development and initial transition.

Six months ended 30 June 2017

 
                               Revenue                Gross Profit 
                        GBPm       mix*         GBPm           mix* 
                 -----------  ---------  -----------  ------------- 
New Car                611.2      51.3%         45.1          33.7% 
Used Car               458.2      38.4%         31.2          23.4% 
Aftersales             123.3      10.3%         57.3          42.9% 
Internal Sales        (24.9)          -            -              - 
Total                1,167.8     100.0%        133.6         100.0% 
                 ===========  =========  ===========  ============= 
 

Six months ended 30 June 2016

 
                              Revenue                Gross Profit 
                       GBPm       mix*        GBPm            mix* 
                 ----------  ---------  ----------  -------------- 
New Car               431.0      52.3%        30.8           33.0% 
Used Car              306.8      37.2%        22.8           24.4% 
Aftersales             86.2      10.5%        39.7           42.6% 
Internal Sales       (17.9)          -           -               - 
Total                 806.1     100.0%        93.4          100.0% 
                 ==========  =========  ==========  ============== 
 

*Revenue and Gross profit mix calculated excluding internal sales

New Vehicles

 
                       H1      H1              Variance 
                     2017    2016      Total         LFL 
New Retail Units   16,902  12,741      32.7%      (0.4%) 
Fleet Units        11,026   9,143      20.6%      (8.7%) 
                   ------  ------  ---------  ---------- 
Total New Units    27,928  21,884      27.6%      (3.8%) 
                   ======  ======  =========  ========== 
 

During the Period, the Group increased its total new car unit sales by 27.6% (like-for-like declined by 3.8%). The like-for-like decline was largely driven by a commercial decision to withdraw from certain low margin fleet business. Like-for-like unit sales to fleet customers therefore declined by 8.7%.

Unit sales to retail customers declined by 0.4%, significantly outperforming the wider UK retail market which recorded a decline of 4.8%. As anticipated, Q1 was particularly strong as some customers pulled forward purchases ahead of changes to Vehicle Excise Duty which took effect on 1 April 2017.

New car gross margin at 7.4% was 23bps ahead of the comparable period last year. This benefited from an increased premium franchise mix following the Ridgeway acquisition and a reduced mix of lower margin fleet business.

Personal Contract Purchases agreements (PCPs), offered primarily by manufacturer finance companies, remain a popular method for financing new vehicles and offer customers a number of potential benefits. The finance companies make individual finance approval decisions and offer customers a guaranteed future value for the vehicle at the end of the term. During the Period, 83% of the Group's financed vehicle purchases were made using PCP products. This gives the Group excellent visibility over the vehicle replacement cycle and drives strong levels of renewal business.

Total new car gross profit of GBP45.1m was up by 46.3% versus the same period last year.

Used Vehicles

 
                       H1      H1            Variance 
                     2017    2016       Total      LFL 
                   ------  ------  ----------  ------- 
Total Used Units   23,716  16,976       39.7%     5.8% 
                   ======  ======  ==========  ======= 
 

Used car unit sales increased by 39.7% versus the same period last year and 5.8% on a like-for-like basis.

The Group has enjoyed a strong growth in used vehicle sales, driven by a disciplined stocking policy and leveraging the benefits of an enlarged stock pool from the Ridgeway and SG Smith acquisitions. Some margin investment was necessary to drive volume and stock turnover and at 6.8%, gross margin was 62bps below the comparable period last year.

Since the strategic acquisition of Ridgeway, the Group's on-line presence has significantly improved; a key lever in selling used vehicles to a much broader geographical market and audience. The domain name marshall.co.uk was acquired in the second half of 2016 which is a more customer focused URL which has driven improved search engine optimisation. In response to the growing mobile device usage, the Group successfully launched the Marshall used car app during the Period, providing customers full access to Group used car and van stock pools across all brands. We will continue to look for new ways to drive efficiencies and improve the customer journey to deliver on our strategy of providing retailing excellence.

PCPs are increasing in popularity in the financing of used vehicles, accounting for 62% of financed vehicles in the Period versus 55% in 2016. Returns of three / four year old ex-PCP vehicles are providing a ready source of well maintained, attractive used cars for the Group.

Total used car gross profit of GBP31.2m was up by 36.9% versus the same period last year.

Aftersales

 
                    H1    H1   Variance 
                  2017  2016  Total   LFL 
                 -----  ----  -----  ---- 
Revenue (GBPm)   123.4  86.2  43.1%  2.3% 
                 =====  ====  =====  ==== 
 

Aftersales involves the servicing, maintenance and repair of vehicles. The Group also operates five standalone body shops, one standalone central PDI facility and five Trade Parts Centres.

Aftersales has continued to enjoy further growth as a result of an increased vehicle parc and the Group's retention strategy through service plans. Overall aftersales revenues grew by 43.1% with gross margin at 46.5%, up from 46.1% in the same period last year.

On a like-for-like basis, aftersales revenues grew 2.3%, including a particularly strong service performance. The acquisition of Ridgeway has improved the Group's aftersales capability through the addition of a 10 acre PDI centre located in Newbury. This provides additional scale and flexibility for both retail and corporate vehicle preparation.

Total aftersales gross profit of GBP57.3m was up by 44.4% versus the same period last year.

Operating Review: Leasing Segment

 
                H1     H1  Variance 
                           -------- 
              2017   2016 
             -----  -----  -------- 
Additions    1,012  1,134   (10.8%) 
Disposals      914  1,086   (15.8%) 
             -----  -----  -------- 
Fleet        6,290  6,077      3.5% 
             =====  =====  ======== 
 

The leasing segment achieved profit before tax of GBP2.4m during the Period, a reduction of 11.0% versus the same period last year. The segment has continued to grow its fleet which, at 6,290 vehicles at 30 June 2017, was 3.5% ahead of the same date last year and 1.5% ahead of the position at 31 December 2016.

The segment has continued to focus on the delivery of its business-to-business strategy offering a service-led, high added value proposition to all its clients. During the Period, the leasing segment was successful in winning a number of new customer accounts and, with a strong order bank at the end of the Period, is well positioned to achieve future growth in the fleet.

Robust risk management and control of residual values remains a core discipline of the leasing segments business model. During the Period the used car market remained relatively stable although the segment did experience pressure on disposal unit profitability as the disposal mix of non-maintained units increased which typically de-fleet at lower levels of profitability.

The leasing fleet continues to be financed by asset-backed loans secured against the vehicles. The net book value of the fleet at 30 June 2017 was GBP72.2m against GBP65.9m of loans (30 June 2016: GBP66.6m against GBP60.7m of loans). Asset-backed leasing loans do not impact the Group's RCF capacity and are excluded from our RCF covenants.

Operating Review: Unallocated Segment

The unallocated segment consists principally of governance, administrative and asset management functions which are not directly attributable to the Group's retail or leasing segments. The unallocated segment recorded an underlying loss before tax of GBP4.9m during the Period compared to loss before tax of GBP3.9m in the same period last year. This expected increase was as a result of additional infrastructure and interest charges directly related to the recent Ridgeway acquisition.

Outlook

The Group delivered another record trading result during the Period, outperforming the UK new retail market. The acquired Ridgeway businesses have performed in line with expectations and the like-for-like business has also continued to grow.

The Board is cognisant of the economic and political uncertainty following the UK referendum on EU membership and industry forecasts for continuing declines in the UK new car market. The Board therefore remains cautious.

Overall, the Group remains well positioned and continues to seek to drive further growth in its profitability and return on capital, supported by a balanced portfolio of brands, attractive geographic locations and excellent brand partner relationships. The Board's previously upgraded outlook for the full year remains unchanged.

Daksh Gupta

Chief Executive

14 August 2017

Consolidated Statement of Comprehensive Income

For the period ended 30 June 2017

 
                                          Six months    Six months           Year 
                                               ended         ended          ended 
                                             30 June       30 June    31 December 
                                                2017          2016           2016 
                                  Note   (unaudited)   (unaudited)      (audited) 
                                             GBP'000       GBP'000        GBP'000 
 Revenue                           3       1,187,445       826,401      1,899,405 
 Cost of sales                           (1,049,813)     (728,253)    (1,678,949) 
                                        ------------  ------------  ------------- 
 Gross profit                                137,632        98,148        220,456 
 
 Operating expenses                4       (115,227)      (83,697)      (191,402) 
                                        ------------ 
 Group operating profit                       22,405        14,451         29,054 
                                        ------------  ------------  ------------- 
 
 Finance costs                     6         (3,854)       (2,367)        (6,903) 
 Profit before taxation                       18,551        12,084         22,151 
 
 Analysed as: 
 Underlying profit before 
  tax                                         18,551        13,962         25,400 
 Non-underlying items              5               -       (1,878)        (3,249) 
-------------------------------  -----  ------------  ------------  ------------- 
 
 Taxation                          7         (4,119)       (3,087)        (4,397) 
                                        ------------ 
 Profit for the period                        14,432         8,997         17,754 
                                        ============  ============  ============= 
 
 Attributable to: 
 Owners of the parent                         14,432         8,997         17,762 
 Non-controlling interests                         -             -            (8) 
                                        ------------ 
                                              14,432         8,997         17,754 
                                        ============  ============  ============= 
 
 Total comprehensive income 
  for the period net of tax                   14,432         8,997         17,754 
                                        ============  ============  ============= 
 
 Attributable to: 
 Owners of the parent                         14,432         8,997         17,762 
 Non-controlling interests                         -             -            (8) 
                                              14,432         8,997         17,754 
                                        ============  ============  ============= 
 
 Earnings per share (expressed 
  in pence per share) 
 Basic earnings per share          8            18.6          11.6           23.0 
                                        ------------  ------------  ------------- 
 Diluted earnings per share        8            18.1          11.4           22.3 
                                        ------------  ------------  ------------- 
 

Consolidated Statement of Changes in Equity

 
                        Note     Share     Share   Retained         Equity          Non-          Total 
                               capital   premium   earnings   attributable   controlling         equity 
                                                                 to owners     interests 
                                                                        of 
                                                                       the 
                                                                    parent 
                               GBP'000   GBP'000    GBP'000        GBP'000       GBP'000        GBP'000 
 For the half year 
  ended 30 June 2017 
  (unaudited) 
 Balance at 1 January 
  2017                          49,531    19,672     76,435        145,638            21        145,659 
                              ========  ========  =========  =============  ============  ============= 
 
 Total comprehensive 
  income                             -         -     14,432         14,432             -         14,432 
 
                                     -         -     14,432         14,432             -         14,432 
                              --------  --------  ---------  -------------  ------------  ------------- 
 
 Transactions with 
  owners 
 Dividends paid          9           -         -    (2,864)        (2,864)             -        (2,864) 
 Share based payments 
  charge                             -         -        749            749             -            749 
 Balance at 30 June 
  2017                          49,531    19,672     88,752        157,955            21        157,976 
                              ========  ========  =========  =============  ============  ============= 
 
 
For the half year 
 ended 30 June 2016 
 (unaudited) 
Balance at 1 January 
 2016                        49,431  19,672   60,781  129,884  29  129,913 
                             ======  ======  =======  =======      ======= 
 
Total comprehensive 
 income                           -       -    8,997    8,997   -    8,997 
 
                                  -       -    8,997    8,997   -    8,997 
                             ------  ------  -------  -------      ------- 
 
Transactions with 
 owners 
Dividends paid           9        -       -  (1,858)  (1,858)   -  (1,858) 
Issue of share capital   10     100       -    (100)        -   -        - 
Share based payments 
 charge                           -       -      688      688   -      688 
Other                             -       -    (314)    (314)   -    (314) 
 
Balance at 30 June 
 2016                        49,531  19,672   68,194  137,397  29  137,426 
                             ======  ======  =======  =======      ======= 
 
 
For the year ended 
 31 December 2016 
 (audited) 
Balance at 1 January 
 2016                        49,431  19,672   60,781  129,884   29  129,913 
                             ======  ======  =======  =======  ===  ======= 
 
Total comprehensive 
 income                           -       -   17,762   17,762  (8)   17,754 
 
                                  -       -   17,762   17,762  (8)   17,754 
                             ------  ------  -------  -------  ---  ------- 
 
Transactions with 
 owners 
Dividends paid           9        -       -  (3,251)  (3,251)    -  (3,251) 
Issue of share capital   10     100       -    (100)        -    -        - 
Share based payments 
 charge                           -       -    1,313    1,313    -    1,313 
Deferred tax on 
 share based payments             -       -     (70)     (70)    -     (70) 
 
Balance at 31 December 
 2016                        49,531  19,672   76,435  145,638   21  145,659 
                             ======  ======  =======  =======  ===  ======= 
 
 

Consolidated Statement of Financial Position

At 30 June 2017

 
                                             30 June       30 June   31 December 
                                                2017          2016          2016 
                                  Note   (unaudited)   (unaudited)     (audited) 
                                             GBP'000       GBP'000       GBP'000 
 Assets 
 Non-current assets 
 Goodwill and other intangible 
  assets                           11        122,013       119,688       122,033 
 Property, plant and equipment     12        210,247       185,953       201,811 
 Investment property                           2,590         1,920         2,590 
 Investments                                      10            10            10 
 Deferred tax asset                               36            58            36 
 Total non-current assets                    334,896       307,629       326,480 
                                        ------------  ------------  ------------ 
 
 Current assets 
 Inventories                                 372,850       351,512       380,016 
 Trade and other receivables                 100,551       105,721        95,073 
 Cash and cash equivalents                     8,327        28,490            83 
 Total current assets                        481,728       485,723       475,172 
                                        ------------  ------------  ------------ 
 Total assets                                816,624       793,352       801,652 
                                        ============  ============  ============ 
 
 Shareholders' equity 
 Share capital                     10         49,531        49,531        49,531 
 Share premium                                19,672        19,672        19,672 
 Retained earnings                            88,752        68,194        76,435 
                                        ------------  ------------  ------------ 
 Equity attributable to 
  owners of the parent                       157,955       137,397       145,638 
 Share of equity attributable 
  to non-controlling interests                    21            29            21 
 Total equity                                157,976       137,426       145,659 
                                        ------------  ------------  ------------ 
 
 Non-current liabilities 
 Loans and borrowings                         40,428        41,784        41,364 
 Derivative financial                              -         1,224             - 
  instruments 
 Trade and other payables                      8,382         7,355         7,462 
 Provisions                                    1,323         1,031         1,450 
 Deferred tax liabilities                     20,803        18,653        20,803 
 Total non-current liabilities                70,936        70,047        71,079 
                                        ------------  ------------  ------------ 
 
 Current liabilities 
 Loans and borrowings                         68,956        78,566        77,730 
 Trade and other payables                    512,681       499,632       497,340 
 Provisions                                    2,119         1,020         5,242 
 Current tax liabilities                       3,956         6,661         4,602 
 Total current liabilities                   587,712       585,879       584,914 
                                        ------------  ------------  ------------ 
 Total liabilities                           658,648       655,926       655,993 
                                        ------------  ------------  ------------ 
 Total equity and liabilities                816,624       793,352       801,652 
                                        ============  ============  ============ 
 

Consolidated Cash Flow Statement

For the period ended 30 June 2017

 
                                           Six months    Six months 
                                                ended         ended     Year ended 
                                              30 June       30 June    31 December 
                                                 2017          2016           2016 
                                  Note    (unaudited)   (unaudited)      (audited) 
                                              GBP'000       GBP'000        GBP'000 
 Cash flows from operating 
  activities 
 Profit before taxation                        18,551        12,084         22,151 
 Adjustments for: 
 Depreciation and amortisation    11/12        14,172        11,065         24,233 
 Finance costs                      6           3,854         2,367          6,903 
 Share based payments 
  charge                                          749           688          1,313 
 Profit on disposal 
  of property, plant 
  and equipment                                  (67)           (8)           (38) 
 Profit on disposal 
  of dealerships                                    -         (285)          (285) 
 Increase in fair value 
  of investment properties                          -             -          (670) 
                                                                     ------------- 
                                               37,259        25,911         53,607 
                                         ------------  ------------  ------------- 
 Changes in working 
  capital: 
 (Increase)/decrease 
  in inventories                                7,187        13,690       (14,814) 
 (Increase)/decrease 
  in trade and other 
  receivables                                 (5,450)      (11,233)          (271) 
 Increase/(decrease) 
  in trade and other 
  payables                                     16,235        54,369         56,299 
 Increase/(decrease) 
  in provisions                               (3,250)         1,000        (2,940) 
                                                                     ------------- 
                                               14,722        57,826         38,274 
                                         ------------  ------------  ------------- 
 Tax paid                                     (4,765)       (2,771)        (4,669) 
 Interest paid                                (3,854)       (2,377)        (6,903) 
                                                                     ------------- 
 Net cash inflow from 
  operating activities                         43,362        78,589         80,309 
                                         ------------  ------------  ------------- 
 
 Cash flows from investing 
  activities 
 Purchase of property, 
  plant and equipment 
  and software and leased 
  vehicles                                   (29,486)      (30,454)       (61,927) 
 Acquisition of subsidiary, 
  net of cash acquired             11            (77)      (94,283)       (94,495) 
 Net cash flow from 
  sale of businesses                                -         3,145          3,145 
 Proceeds from disposal 
  of property, plant 
  and equipment and 
  software and leased 
  vehicles                                      7,019         5,883         11,418 
 Cash inflows in respect                            -           104              - 
  of prior period acquisitions 
                                                                     ------------- 
 Net cash outflow from 
  investing activities                       (22,544)     (115,605)      (141,859) 
                                         ------------  ------------  ------------- 
 
 Cash flows from financing 
  activities 
 Proceeds from borrowings                      22,783        76,163         85,444 
 Repayment of borrowings                     (32,493)      (32,929)       (44,690) 
 Dividends paid                               (2,864)       (1,858)        (3,251) 
 Net cash (outflow) 
  / inflow from financing 
  activities                                 (12,574)        41,376         37,503 
                                         ------------  ------------  ------------- 
 
 Net increase / (decrease) 
  in cash and cash equivalents                  8,244         4,360       (24,047) 
 Cash and cash equivalents 
  at 1 January                                     83        24,130         24,130 
 Cash and cash equivalents 
  at period end                                 8,327        28,490             83 
                                         ============  ============  ============= 
 

Net Debt Reconciliation

For the period ended 30 June 2017

 
                                Six months   Six months 
                                     ended        ended    Year ended 
                                   30 June      30 June   31 December 
                                      2017         2016          2016 
                               (unaudited)  (unaudited)     (audited) 
                                   GBP'000      GBP'000       GBP'000 
Reconciliation of net 
 cash flow to movement 
 in (net debt)/cash 
Increase / (reduction) 
 in net cash and cash 
 equivalents                         8,244        4,360      (24,047) 
Proceeds from drawdown 
 of RCF                                  -     (50,000)      (35,000) 
Proceeds of asset backed 
 borrowings                       (22,783)     (26,163)      (50,444) 
Repayment of asset 
 backed borrowings                  21,347       32,929        37,308 
Repayment of other 
 borrowings                            321            -         7,382 
Repayment of bank overdraft         10,825            -             - 
Debt acquired with 
 acquisitions                            -     (25,705)      (25,705) 
Derivatives acquired 
 with acquisitions                       -      (1,258)       (1,258) 
Movement in net debt                17,954     (65,837)      (91,764) 
Opening net debt                 (119,011)     (27,247)      (27,247) 
Net debt at period 
 end                             (101,057)     (93,084)     (119,011) 
                               ===========  ===========  ============ 
 
 
 
Asset backed finance 
 within leasing segment           (65,949)     (60,690)      (64,513) 
Adjusted (net debt) 
 at period end (non 
 GAAP measure) (see 
 note 1)                          (35,108)     (32,394)      (54,498) 
                               ===========  ===========  ============ 
 
 

Notes to the Financial Information

For the period ended 30 June 2017

   1.    General information 

Marshall Motor Holdings plc (the "Company") is a company which is quoted on the Alternative Investment Market ("AIM"), and incorporated and domiciled in the UK. The address of the registered office is: Airport House, The Airport, Cambridge, CB5 8RY. The Company is the holding company of a number of subsidiaries including Marshall Motor Group Limited, Marshall Leasing Limited, Ridgeway Garages (Newbury) Limited and SG Smith Holdings Limited (collectively, the "Group"), whose activities consist principally of car and commercial vehicle sales, leasing, distribution, service and associated activities trading under the name Marshall Motor Holdings plc. The registered number of the Company is 2051461.

These consolidated interim financial statements for the six months ended 30 June 2017 and for the comparative six months ended 30 June 2016, are unaudited. They do not include all the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 December 2016. A copy of the full Group accounts that comply with IFRSs for the year ended 31 December 2016 can be found at www.mmhplc.com.

The information for the year ended 31 December 2016 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for that period has been delivered to the Registrar of Companies. The Auditor's Report on those accounts was not qualified and did not contain an 'emphasis of matter' statement under section 498 of the Companies Act 2006.

The principal risks and uncertainties for the for the six months ended 30 June 2017 are consistent with those set out in the Marshall Motor Holdings plc Annual Report and Accounts 2016 dated 14 March 2017. These principal risks and uncertainties are expected to be consistent for the year ending 31 December 2017

These consolidated interim financial statements for the six months ended 30 June 2017 have been reviewed by the Company's auditor and a copy of their review report is set out at the end of these statements.

The financial statements are prepared in sterling which is the functional currency of the Group and rounded to the nearest GBP'000 except where otherwise indicated.

'Like-for-like' businesses are defined as those which traded under the Group's ownership throughout both the period under review and the whole of the corresponding comparative period.

Adjusted net debt is defined as debt finance, net of cash balances, excluding asset-backed finance relating to the leasing segment.

These consolidated interim financial statements were approved by the Board on 14 August 2017.

   2.    Accounting policies 

The annual financial statements of Marshall Motor Holdings plc are prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union. The financial information included in this interim financial report has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' as adopted by the European Union. This interim financial report has been prepared under the historical cost convention as modified by the revaluation of investment properties.

The accounting policies and critical accounting judgements and estimates applied are consistent with those set out in the Marshall Motor Holdings plc Annual Report and Accounts 2016 dated 14 March 2017, and these accounting policies and critical accounting judgements and estimates are expected to apply for the year ending 31 December 2017. The Group holds financial instruments which include financial assets (trade and other receivables excluding prepayments, and cash and cash equivalents) and financial liabilities (borrowings and trade and other payables excluding non-financial liabilities). All such financial assets and liabilities are carried at amortised cost. For all financial assets and liabilities fair value equals carrying value except for long term borrowings.

Going concern

After making appropriate enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and for at least one year from the date that these interim financial statements are signed. For these reasons they continue to adopt the going concern basis in preparing the Group's interim financial statements.

Notes to the Financial Information (continued)

For the period ended 30 June 2017

   3.    Segmental reporting 
   a)         Operating Segments 

Management has determined the operating segments based on the operating reports reviewed by the Chief Executive Officer that are used to assess both performance and strategic decisions. Management has identified that the Chief Executive Officer is the chief operating decision maker in accordance with the requirements of IFRS 8 'Operating Segments'.

The business is split into two main operating segments generating revenue and a third support segment. No significant judgements have been made in determining the reporting segments.

   --      Retail - sales and servicing of motor vehicles and ancillary services. 
   --      Leasing - leasing of vehicles to end consumers and fleet customers. 

-- Unallocated - administrative and asset management functions in support of the wider business.

All segment revenue, profit/(loss), assets and liabilities are attributable to the principal activities of the Group being the provision of car and commercial vehicle sales, leasing, vehicle and other related services. All revenue is generated in the UK. Depreciation presented in the segmental note is restricted to assets other than assets held for contract rental, on the basis that depreciation of our leasing fleet is presented within cost of sales.

 
                                      Retail  Leasing  Unallocated      Total 
                                       (note 
                                         3b) 
 For the half year ended             GBP'000  GBP'000      GBP'000    GBP'000 
  30 June 2017 (unaudited) 
 Revenue 
 Total revenue                     1,167,795   19,508          142  1,187,445 
                                   ---------           -----------  --------- 
 Total revenue from external 
  customers                        1,167,795   19,508          142  1,187,445 
                                   =========  =======  ===========  ========= 
 
 Depreciation and amortisation       (5,007)      (2)         (14)    (5,023) 
                                   =========  =======  ===========  ========= 
 
 Segment operating profit/(loss)      24,151    2,608      (4,354)     22,405 
 Finance cost                        (3,067)    (248)        (539)    (3,854) 
 Underlying profit before 
  tax                                 21,084    2,360      (4,893)     18,551 
 Non-underlying items                      -        -            -          - 
---------------------------------  ---------  -------  -----------  --------- 
 
 Profit/(loss) before 
  taxation                            21,084    2,360      (4,893)     18,551 
                                   =========  =======  ===========  ========= 
 
 Total assets                        637,106   94,956       84,562    816,624 
                                   =========  =======  ===========  ========= 
 
 Total liabilities                   418,935   75,117      164,596    658,648 
                                   =========  =======  ===========  ========= 
 
 Additions in the period 
  (including acquisitions) 
 Property, plant, equipment 
  and software assets                 12,324   17,194            -     29,518 
                                   =========  =======  ===========  ========= 
 

Notes to the Financial Information (continued)

For the period ended 30 June 2017

   3.    Segmental reporting (continued) 
 
                                     Retail 
                                      (note 
                                        3b)   Leasing   Unallocated     Total 
 For the half year ended 
  30 June 2016 (unaudited)          GBP'000   GBP'000       GBP'000   GBP'000 
 Revenue 
 Total revenue                      806,056    20,161           184   826,401 
                                   --------  --------  ------------  -------- 
 Total revenue from external 
  customers                         806,056    20,161           184   826,401 
                                   ========  ========  ============  ======== 
 
 Depreciation and amortisation      (2,343)       (3)          (11)   (2,357) 
                                   ========  ========  ============  ======== 
 
 Segment operating profit/(loss)     16,813     3,198       (5,560)    14,451 
 Finance cost                       (1,560)     (547)         (260)   (2,367) 
 
 Underlying profit before 
  tax                                15,253     2,651       (3,942)    13,962 
 Non-underlying items                     -         -       (1,878)   (1,878) 
---------------------------------  --------  --------  ------------  -------- 
 
 Profit/(loss) before 
  taxation                           15,253     2,651       (5,820)    12,084 
                                   ========  ========  ============  ======== 
 
 Total assets                       657,122    85,899        50,331   793,352 
                                   ========  ========  ============  ======== 
 
 Total liabilities                  465,636    69,605       120,685   655,926 
                                   ========  ========  ============  ======== 
 
 Additions in the period 
  (including acquisitions) 
 Property, plant, equipment 
  and software assets                77,430    18,437             -    95,867 
                                   ========  ========  ============  ======== 
 
 
                                      Retail  Leasing  Unallocated      Total 
                                       (note 
                                         3b) 
 For the year ended 31               GBP'000  GBP'000      GBP'000    GBP'000 
  December 2016 (audited) 
 Revenue 
 Total revenue                     1,859,734   39,349          322  1,899,405 
                                   ---------  -------  -----------  --------- 
 Total revenue from external 
  customers                        1,859,734   39,349          322  1,899,405 
                                   =========  =======  ===========  ========= 
 
 Depreciation and amortisation       (6,862)      (6)         (22)    (6,890) 
                                   =========  =======  ===========  ========= 
 
 Segment operating profit/(loss)      32,637    5,653      (9,236)     29,054 
 Finance cost                        (5,319)    (749)        (835)    (6,903) 
 
 Underlying profit before 
  tax                                 28,900    4,904      (8,404)     25,400 
 Non-underlying items                (1,582)        -      (1,667)    (3,249) 
---------------------------------  ---------  -------  -----------  --------- 
 
 Profit/(loss) before 
  taxation                            27,318    4,904     (10,071)     22,151 
                                   =========  =======  ===========  ========= 
 
 Total assets                        620,365   91,512       89,775    801,652 
                                   =========  =======  ===========  ========= 
 
 Total liabilities                   417,622   73,454      164,917    655,993 
                                   =========  =======  ===========  ========= 
 
 Additions in the year 
  (including acquisitions) 
 Property, plant, equipment 
  and software assets                 94,344   35,537            -    129,881 
                                   =========  =======  ===========  ========= 
 

Notes to the Financial Information (continued)

For the period ended 30 June 2017

   3.    Segmental reporting (continued) 
   b)    Retail Segment Revenue 

Retail revenue is derived from a number of service lines, principally being new vehicle sales and aftersales, as set out below.

 
                      Six months   Six months 
                           ended        ended    Year ended 
                         30 June      30 June   31 December 
                            2017         2016          2016 
                     (unaudited)  (unaudited)     (audited) 
                         GBP'000      GBP'000       GBP'000 
New                      611,221      431,026       983,314 
Used                     458,164      306,792       718,329 
Aftersales & other       123,314       86,170       202,568 
Internal                (24,904)     (17,932)      (44,477) 
Total                  1,167,795      806,056     1,859,734 
                     ===========  ===========  ============ 
 
   4.    Operating expenses 
 
                                 Six months   Six months 
                                      ended        ended    Year ended 
                                    30 June      30 June   31 December 
                                       2017         2016          2016 
                                (unaudited)  (unaudited)     (audited) 
                                    GBP'000      GBP'000       GBP'000 
Employee costs                       58,975       42,064       101,170 
Depreciation on property, 
 plant and equipment                  4,769        2,228         5,838 
Amortisation of intangibles             254          129         1,052 
Profit on disposal of 
 business units                           -        (285)         (285) 
Profit on disposal of 
 property plant and equipment          (67)          (8)          (38) 
Operating lease rentals 
 - property                           5,748        4,825        10,324 
Legal and professional 
 charges                                605        2,664         3,152 
Other expenses                       44,943       32,080        70,189 
                                    115,227       83,697       191,402 
                                ===========  ===========  ============ 
 

Acquisition costs of GBP2,163,000 in the year ended 31 December 2016 were incurred in connection with the acquisition of Ridgeway Garages (Newbury) Limited and are included within legal and professional charges.

Notes to the Financial Information (continued)

For the period ended 30 June 2017

   5.    Non-underlying items 
 
                            Six months   Six months 
                                 ended        ended    Year ended 
                               30 June      30 June   31 December 
                                  2017         2016          2016 
                           (unaudited)  (unaudited)     (audited) 
                               GBP'000      GBP'000       GBP'000 
Acquisition costs                    -        2,163         2,163 
Profit on disposal of 
 dealership                          -        (285)         (285) 
Amortisation of acquired 
 order book                          -            -           769 
Gain on interest rate 
 swap termination                    -            -         (294) 
Restructuring costs                  -            -         1,566 
Investment property 
 fair value movements                -            -         (670) 
                                     -        1,878         3,249 
                           ===========  ===========  ============ 
 

Non-underlying items in the year ended 31 December 2016 substantially arose as a result of the acquisition of Ridgeway Garages (Newbury) Limited. More information about these items are available in the financial statements for the year ended 31 December 2016 which are available at www.mmhplc.com.

   6.    Finance costs 
 
                              Six months   Six months    Year ended 
                                   ended        ended   31 December 
                                 30 June      30 June          2016 
                                    2017         2016 
                             (unaudited)  (unaudited)     (audited) 
                                 GBP'000      GBP'000       GBP'000 
 Interest income on 
  short term bank deposits           (8)         (38)          (40) 
 Net interest payable 
  on asset backed finance            248          845           749 
 Stock financing charges 
  and other interest               2,470        1,560         3,958 
 Interest payable on 
  bank borrowings                  1,144            -         2,236 
 Net finance costs                 3,854        2,367         6,903 
                             ===========  ===========  ============ 
 
   7.    Taxation 

The reported tax rate for the period of 22.2% (six months ended 30 June 2016: 25.5%) is shown net of the tax impact of a property disposal in the period. The tax charge is lower than the prior period as the prior period included the effect of disallowable transaction costs.

Notes to the Financial Information (continued)

For the period ended 30 June 2017

   8.    Earnings per share 

Basic earnings per share are calculated by dividing the earnings attributed to equity shareholders by the weighted average number of ordinary shares during the year and the diluted weighted average number of ordinary shares in issue in the year.

Underlying earnings per share are based on basic earnings per share adjusted for the impact of non-underlying items.

The diluted earnings per share are based on the weighted average number of shares after taking account of the dilutive impact of shares under option of 2,380,040 (2016: 2,394,603).

 
                                  Six months   Six months 
                                       ended        ended    Year ended 
                                     30 June      30 June   31 December 
                                        2017         2016          2016 
                                 (unaudited)  (unaudited)     (audited) 
                                     GBP'000      GBP'000       GBP'000 
Profit for the period                 14,432        8,997        17,762 
Non-controlling interests                  -            -           (8) 
Basic earnings                        14,432        8,997        17,754 
                                 ===========  ===========  ============ 
 
Weighted average number 
 of ordinary shares in issue 
 for the basic earnings per 
 share                            77,392,862   77,260,355    77,326,970 
 
Diluted weighted average 
 number of ordinary shares 
 in issue for diluted earnings 
 per share                        79,772,902   79,226,243    79,500,548 
Basic earnings per share 
 (in pence per share)                   18.6         11.6          23.0 
                                 ===========  ===========  ============ 
Diluted earnings per share 
 (in pence per share)                   18.1         11.4          22.3 
                                 ===========  ===========  ============ 
Impact of Non-underlying 
 items (in pence per share)              0.0          2.4           3.2 
Underlying earnings per 
 share (in pence per share) 
 (non GAAP measure)                     18.6         14.0          26.2 
                                 ===========  ===========  ============ 
 
   9.    Dividends 

An interim dividend of 2.15p per share will be paid by 22 September 2017 to shareholders who are on the Company's register at close of business on 25 August 2017.

An interim dividend of GBP1,393,000 in respect of the year ended 31 December 2016 was paid in September 2016. This represented a payment of 1.80p per share in issue. A final dividend of GBP2,864,000 for the year ended 31 December 2016 was paid in May 2017. This represented a payment of 3.70p per share in issue.

10. Called up share capital

 
                                  30 June      30 June  31 December 
                                     2017         2016         2016 
                              (unaudited)  (unaudited)    (audited) 
                                  GBP'000      GBP'000      GBP'000 
Allotted, called up and 
 fully paid ordinary shares 
 of 64p each                       49,531       49,531       49,531 
                              ===========  ===========  =========== 
 

On 27 May 2016 156,599 ordinary shares of 64p each were issued as part of the IPO Restricted share option scheme.

Notes to the Financial Information (continued)

For the period ended 30 June 2017

11. Goodwill and other intangible assets

 
                                         Franchise             Favourable     Order 
                             Goodwill   agreements   Software      leases   backlog    Total 
                              GBP'000      GBP'000    GBP'000     GBP'000   GBP'000  GBP'000 
 For the half 
  year ended 30 
  June 2017 (unaudited) 
 Cost 
 At 1 January 
  2017                         49,076       72,115      1,079         172       769  123,211 
 Additions                          -            -         51           -         -       51 
 Additions on 
  acquisition                       -           22          -           -         -       22 
 Disposals                          -            -          -           -     (769)    (769) 
 Transfers                          -            -        161           -         -      161 
 At 30 June 2017               49,076       72,137      1,291         172         -  122,676 
                            ---------  -----------  ---------  ----------  --------  ------- 
 
 Accumulated Amortisation 
 At 1 January 
  2017                              -            -        376          33       769    1,178 
 Charges for the 
  period                            -            -        225          29         -      254 
 Disposals                          -            -          -           -     (769)    (769) 
 At 30 June 2017                    -            -        601          62         -      663 
                            ---------  -----------  ---------  ----------  --------  ------- 
 
 Net book amount 
 At 30 June 2017               49,076       72,137        690         110         -  122,013 
                            =========  ===========  =========  ==========  ========  ======= 
 
 
                                       Franchise            Favourable     Order 
                           Goodwill   agreements  Software      leases   backlog    Total 
                            GBP'000      GBP'000   GBP'000     GBP'000   GBP'000  GBP'000 
For the half 
 year ended 30 
 June 2016 (unaudited) 
Cost 
At 1 January 
 2016                        37,791            -       623           -         -   38,414 
Additions                         -            -       100           -         -      100 
Additions on 
 acquisition                 23,197       58,563         -         172       769   82,701 
Disposals                   (1,222)            -      (34)           -         -  (1,256) 
At 30 June 2016              59,766       58,563       689         172       769  119,959 
                           --------  -----------  --------  ----------  --------  ------- 
 
Accumulated Amortisation 
At 1 January 
 2016                             -            -       170           -         -      170 
Charges for the 
 period                           -            -       129           -         -      129 
Disposals                         -            -      (28)           -         -     (28) 
At 30 June 2016                   -            -       271           -         -      271 
                           --------  -----------  --------  ----------  --------  ------- 
 
Net book amount 
At 30 June 2016              59,766       58,563       418         172       769  119,688 
                           ========  ===========  ========  ==========  ========  ======= 
 

Notes to the Financial Information (continued)

For the period ended 30 June 2017

11. Goodwill and other intangible assets (continued)

 
                                       Franchise            Favourable     Order 
                           Goodwill   agreements  Software      leases   backlog    Total 
                            GBP'000      GBP'000   GBP'000     GBP'000   GBP'000  GBP'000 
For the year ended 
 31 December 2016 
 (audited) 
Cost 
At 1 January 2016            26,782       13,552       623           -         -   40,957 
Additions                         -            -       506           -         -      506 
Additions on acquisition     23,516       58,563         -         172       769   83,020 
Disposals                   (1,222)            -      (50)           -         -  (1,272) 
At 31 December 
 2016                        49,076       72,115     1,079         172       769  123,211 
                           --------  -----------  --------  ----------  --------  ------- 
 
Accumulated Amortisation 
At 1 January 2016                 -            -       170           -         -      170 
Charges for the 
 year                             -            -       250          33       769    1,052 
Disposals                         -            -      (44)           -         -     (44) 
At 31 December 
 2016                             -            -       376          33       769    1,178 
                           --------  -----------  --------  ----------  --------  ------- 
 
Net book amount 
At 31 December 
 2016                        49,076       72,115       703         139         -  122,033 
                           ========  ===========  ========  ==========  ========  ======= 
 

On 16 November 2015 the Company acquired the entire share capital of SG Smith Holdings Limited ("SGS"). SGS itself is the holding company of 9 wholly owned subsidiary companies, SG Smith Automotive Limited, SG Smith (Motors) Limited, SG Smith (Motors) Beckenham Limited, SG Smith (Motors) Forest Hill Limited, SG Smith (Motors) Crown Point Limited, SG Smith (Motors) Sydenham Limited, SG Smith (Motors) Croydon Limited, SG Smith Trade Parts Limited and Prep-Point Limited.

Within the measurement period following acquisition of SGS and in accordance with IFRS 3, the purchase price allocation was finalised. As a result, GBP13,522,000 was reclassified from goodwill to franchise agreements and the corresponding recognition of a deferred tax liability increased the value of goodwill by GBP2,543,000. These adjustments were made at 31 December 2016 by restating the 1 January 2016 balances. As these adjustments were not finalised at 30 June 2016, the opening balances are stated as previously reported at 30 June 2016.

On 25 May 2016 the Company acquired the entire share capital of Ridgeway Garages (Newbury) Limited ("Ridgeway"). Ridgeway itself is the parent company of six wholly owned subsidiary companies, Pentagon Limited, Pentagon South West Limited, Ridgeway TPS Limited, Ridgeway Bavarian Limited, Wood in Hampshire Limited and Wood of Salisbury Limited.

In accordance with IFRS 3, the measurement period adjustment has been reflected in these financial statements as if the final purchase price allocation had been completed at the acquisition date. The acquisition accounting has been finalised in the period and the net assets at the date of acquisition are stated at their fair values as set out below. There has been no significant movement in the value of net assets acquired and goodwill between 31 December 2016 and 30 June 2017.

Notes to the Financial Information (continued)

For the period ended 30 June 2017

11. Goodwill and other intangible assets (continued)

 
                                                      Acquisition 
                                                          balance 
                                 NBV at                     sheet 
                                 31 May   Fair value   at 30 June 
                                   2016   adjustment         2017 
                                GBP'000      GBP'000      GBP'000 
Goodwill                          2,600      (2,600)            - 
Intangible assets                     -       59,504       59,504 
Deferred tax on acquired 
 intangible assets                    -     (10,728)     (10,728) 
Property, plant & equipment      65,414        (303)       65,111 
Inventories                     124,124        (724)      123,400 
Trade and other receivables      51,627        (279)       51,348 
Cash and cash equivalents        12,664            -       12,664 
Trade and other payables      (175,041)      (3,103)    (178,144) 
Debt                           (25,705)            -     (25,705) 
Provisions                            -      (5,026)      (5,026) 
Deferred tax                      (954)      (6,645)      (7,599) 
Derivatives                     (1,258)            -      (1,258) 
Net assets acquired              53,471       30,096       83,567 
Goodwill                                                   23,380 
Total cash consideration                                  106,947 
                                                      =========== 
 

On 2 June 2017 the Group acquired the trade and assets of a Volvo dealership in Leeds.

The estimated net assets at the date of acquisition are stated at their provisional fair value as set out below.

 
                                       NBV 
                                 at 2 June 
                                      2017 
                                   GBP'000 
Intangible assets                       22 
Property, plant & equipment             32 
Inventories                             21 
Trade and other receivables             28 
Trade and other payables              (26) 
Net assets acquired                     77 
Total cash consideration                77 
                                ========== 
 

Notes to the Financial Information (continued)

For the period ended 30 June 2017

12. Property, plant and equipment

 
                      Freehold       Leasehold        Plant      Assets          Assets     Total 
                          land    improvements          and        held           under 
                           and                    equipment         for    construction 
                     buildings                                 contract 
                        & long                                   rental 
                     leasehold 
                       GBP'000         GBP'000      GBP'000     GBP'000         GBP'000   GBP'000 
 For the half 
  year ended 
  30 June 2017 
  (unaudited) 
 Cost 
 At 1 January 
  2017                 108,487          15,015       35,126     101,944           7,022   267,594 
 Additions at 
  cost                       6             410        2,260      17,194           9,565    29,435 
 Additions on 
  acquisition                -               -           32           -               -        32 
 Disposals             (1,361)           (248)      (3,292)    (13,790)               -  (18,691) 
 Transfers               (143)             402          113           -           (721)     (349) 
 At 30 June 
  2017                 106,989          15,579       34,239     105,348          15,866   278,021 
                   -----------  --------------  -----------  ----------  --------------  -------- 
 
 Accumulated 
  Depreciation 
 At 1 January 
  2017                   8,996           3,383       21,146      32,258               -    65,783 
 Charges for 
  the period               851             830        3,088       9,149               -    13,918 
 Disposals               (200)               -      (3,260)     (8,279)               -  (11,739) 
 Transfers               (357)             357        (188)           -               -     (188) 
 At 30 June 
  2017                   9,290           4,570       20,786      33,128               -    67,774 
                   -----------  --------------  -----------  ----------  --------------  -------- 
 
 Net book amount 
 At 30 June 
  2017                  97,699          11,009       13,453      72,220          15,866   210,247 
                   ===========  ==============  ===========  ==========  ==============  ======== 
                      Freehold 
                          land                                   Assets 
                           and                                     held 
                     buildings                        Plant         for          Assets 
                        & long       Leasehold          and    contract           under 
                     leasehold    improvements    equipment      rental    construction     Total 
                       GBP'000         GBP'000      GBP'000     GBP'000         GBP'000   GBP'000 
 For the half 
  year ended 
  30 June 2016 
  (unaudited) 
 Cost 
 At 1 January 
  2016                  37,381          12,372       27,177      96,890               -   173,820 
 Additions at 
  cost                     973             243        2,068      18,437           8,632    30,353 
 Additions on 
  acquisition           53,731           2,753        5,031           -           3,899    65,414 
 Disposals             (1,386)           (177)      (3,112)    (16,896)               -  (21,571) 
 Transfers             (2,123)         (3,214)            -           -           5,337         - 
 At 30 June 
  2016                  88,576          11,977       31,164      98,431          17,868   248,016 
                   -----------  --------------  -----------  ----------  --------------  -------- 
 
 Accumulated 
  Depreciation 
 At 1 January 
  2016                   9,121           2,540       20,445      34,429               -    66,535 
 Charges for 
  the period               200             384        1,644       8,708               -    10,936 
 Disposals             (1,092)           (156)      (2,871)    (11,289)               -  (15,408) 
 At 30 June 
  2016                   8,229           2,768       19,218      31,848               -    62,063 
                   -----------  --------------  -----------  ----------  --------------  -------- 
 
 Net book amount 
 At 30 June 
  2016                  80,347           9,209       11,946      66,583          17,868   185,953 
                   ===========  ==============  ===========  ==========  ==============  ======== 
 

Notes to the Financial Information (continued)

For the period ended 30 June 2017

12. Property, plant and equipment (continued)

 
                       Freehold 
                           land 
                            and                                    Assets 
                      buildings                      Plant           held         Assets 
                         & long      Leasehold         and   for contract          under 
                      leasehold   improvements   equipment         rental   construction     Total 
                        GBP'000        GBP'000     GBP'000        GBP'000        GBP'000   GBP'000 
For the year 
 ended 31 December 
 2016 (audited) 
Cost 
At 1 January 
 2016                    37,381         12,372      27,177         96,890              -   173,820 
Additions at 
 cost                     1,370            236       3,545         35,537         23,633    64,321 
Additions on 
 acquisition             53,276          2,872       5,007              -          3,899    65,054 
Disposals               (1,397)          (278)     (3,443)       (30,483)              -  (35,601) 
Transfers                17,857          (187)       2,840              -       (20,510)         - 
At 31 December 
 2016                   108,487         15,015      35,126        101,944          7,022   267,594 
                     ----------  -------------  ----------  -------------  -------------  -------- 
 
Accumulated 
 Depreciation 
At 1 January 
 2016                     9,121          2,540      20,445         34,429              -    66,535 
Charges for 
 the year                   934          1,146       3,758         17,343              -    23,181 
Disposals               (1,103)          (259)     (3,057)       (19,514)              -  (23,933) 
Transfers                    44           (44)           -              -              -         - 
At 31 December 
 2016                     8,996          3,383      21,146         32,258              -    65,783 
                     ----------  -------------  ----------  -------------  -------------  -------- 
 
Net book amount 
At 31 December 
 2016                    99,491         11,632      13,980         69,686          7,022   201,811 
                     ==========  =============  ==========  =============  =============  ======== 
 

Introduction

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the 6 months ended 30 June 2017 which comprises the consolidated statement of comprehensive income, consolidated statement of changes in equity, consolidated statement of financial position, consolidated cash flow statement and the related notes 1 to 12. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with guidance contained in International Standard on Review Engagements 2410 (UK and Ireland) "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our work, for this report, or for the conclusions we have formed.

Directors' Responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with International Accounting Standards 34, "Interim Financial Reporting," as adopted by the European Union.

As disclosed in note 2, the annual financial statements of the company are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standards 34, "Interim Financial Reporting, " as adopted by the European Union.

Our Responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the 6 months ended 30 June 2017 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union.

Ernst & Young LLP

Cambridge

14 August 2017

This information is provided by RNS

The company news service from the London Stock Exchange

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