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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 |
TIDMMMH
RNS Number : 7918I
Marshall Motor Holdings PLC
13 August 2019
13 August 2019
MARSHALL MOTOR HOLDINGS PLC
("MMH" or the "Group")
Unaudited interim results for the six months ended 30 June 2019
Strong outperformance of market; outlook in line
Marshall Motor Holdings plc, one of the UK's leading automotive retail groups, announces its unaudited interim results for the six months ended 30 June 2019 ("H1" or the "Period").
Financial Summary
H1 2019 H1 2018 Var % (restated for IFRS 16) Underlying: -------------------------------------- -------- ----------------------- -------- Like-for-like(1) revenue (GBPm) 1,160.6 1,150.0 +0.9% Profit before tax(2) ('PBT') (GBPm) 15.2 16.0 (5.3%) -------------------------------------- -------- ----------------------- -------- Basic earnings per share (p) 15.0 16.1 (6.8%) Reported: Revenue (GBPm) 1,183.3 1,162.9 +1.8% Profit before tax (GBPm) 14.8 16.2 (9.0%) Basic earnings per share (p) 14.6 16.3 (10.4%) Dividend per share (p) 2.85 2.15 +32.6% -------------------------------------- -------- ----------------------- -------- Adjusted Net Cash / (Debt)(3) (GBPm) 5.8 0.9 +544.4% Reported Net Cash / (Debt)(4) (GBPm) (82.2) (92.7) +11.3%
Highlights
-- Strong financial performance in a challenging market; H1 result in line with the Board's expectations -- Market outperformance in all core metrics during the Period: -- Like-for-like new unit sales to retail customers down 0.4% compared to a market(5) decline of 3.2%; -- Like-for-like new unit sales to fleet customers down 1.1% compared to a market(5) decline of 3.6%; -- Continued strong like-for-like used unit sales growth of 7.2%; -- Like-for-like aftersales revenue up 1.8% -- Gross margin maintained at 11.4% (H1 2018: 11.4%), with higher new vehicle margins offsetting margin pressure in used vehicles and aftersales -- Like-for-like net operating expense growth of 1.6%, 2.0% excluding impact of lease disposal, benefitted from a number of one-off management actions -- Adjusted net cash of GBP5.8m as at 30 June 2019 (30 June 2018: GBP0.9m), reflecting disciplined working capital management and working with our brand partners to control capital expenditure. Reported net debt reflects previously highlighted effect of adopting IFRS16 -- Continued investment in the Group's property portfolio; GBP8.8m capital expenditure during the Period, including the purchase of the Northampton KODA freehold for GBP1.7m -- Acquisition of six KODA franchised dealerships making the Group KODA's largest UK retailer -- Continued strong balance sheet with net assets at 30 June 2019 of GBP200.7m, equivalent to GBP2.57 per share (30 June 2018: GBP195.1m, GBP2.51 per share) including GBP123.9m of freehold property -- Interim dividend 2.85p per share (2018: 2.15p), up 32.6% aided by recently revised dividend policy
Daksh Gupta, Chief Executive Officer, said:
"Despite challenging market conditions, the Group has delivered a strong H1 unit sales performance, ahead of both the new and used car markets and underlying profit before tax in line with the Board's expectations
"Given continued weak consumer confidence as a result of ongoing political uncertainty over Brexit, ongoing cost headwinds for the retail sector and further potential new vehicle supply constraints in the lead up to the implementation of further emissions-related regulations on 1 September 2019, the Board believes it is right to remain cautious regarding the outlook for the remainder of the year. Nevertheless, the Board's current outlook for the full year remains unchanged."
1 "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
2 Underlying profit before tax is presented excluding non-underlying items (see Note 6)
3 Adjusted net debt is presented excluding the impact of the recognition of lease liabilities under IFRS16 (see Note 3a)
4 Reported net debt includes the impact of the recognition of lease liabilities under IFRS16. (see Note 3a)
5 Registrations as reported by the Society of Motor Manufacturers and Traders
For further information and enquiries please contact:
Marshall Motor Holdings plc c/o Hudson Sandler Tel: +44 (0) 20 7796 4133 Daksh Gupta, Chief Executive Officer Richard Blumberger, Chief Financial Officer Investec Bank plc (NOMAD & Broker) Tel: +44 (0) 20 7597 5970 Christopher Baird David Flin David Anderson Hudson Sandler Tel: +44 (0) 20 7796 4133 Nick Lyon Bertie Berger Nick Moore
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. The Group's businesses comprise a total of 106 franchises covering 23 brands, operating from 84 locations across 27 counties in England. In addition, the Group operates five trade parts specialists, three used car centres, five standalone body shops and one pre delivery inspection centre.
In May 2019 the Group was recognised by the Great Place to Work Institute, being ranked the 11th best place to work in the UK (super large company category). This was the ninth year in succession that the Group has achieved Great Place to Work status.
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.
Operating Review
Introduction
Our unaudited interim results for the six months ended 30 June 2019 ("H1" or the "Period") reflect a strong unit sales performance, outperforming the new retail, new fleet and used car markets, together with further growth in aftersales revenues. The Group has delivered an underlying profit before tax of GBP15.2m (H1 2018: GBP16.0m). This was a strong performance given the challenging market conditions and ongoing cost headwinds, and was in line with the Board's expectations.
As announced in March 2019, the Group completed two acquisitions during the Period comprising six KODA franchised dealerships, as a result of which the Group became KODA's largest UK retailer and now represents the brand in 11 locations. These acquisitions demonstrated our commitment to our stated strategy to grow with existing brand partners in new geographic territories. The aggregate cash consideration paid for the goodwill and fixed assets of the acquired businesses was GBP3.5m and the Group also subsequently took the opportunity to separately acquire the freehold property at Northampton KODA for GBP1.7m. The integration of these businesses is progressing according to plan and performance to date has been in line with our expectations.
The Group operates a well balanced portfolio of volume, premium and alternative premium brands which, at 30 June 2019, accounted for 27.4%, 48.1% and 24.5% respectively of the Group's total franchises (by number). The Group's diverse portfolio means it represents manufacturer brands accounting for over 80% of all new vehicle sales in the UK. The Board continues to believe that this scale and diversified spread of representation helps protect the Group from the effect of the cyclical nature of individual brand performance.
Six months ended 30 June 2019
Revenue Gross Profit GBPm mix* GBPm mix* ----------- --------- ----------- ------------- New Car 569.1 47.1% 43.6 32.3% Used Car 509.6 42.2% 33.5 24.9% Aftersales 129.5 10.7% 57.8 42.8% Internal Sales / Other (25.0) - 0.2 - Total 1,183.3 100.0% 135.0 100.0% =========== ========= =========== =============
Six months ended 30 June 2018
Revenue Gross Profit GBPm mix* GBPm mix* ----------- -------- ----------- ------------- New Car 584.6 49.3% 40.5 30.5% Used Car 474.6 40.0% 34.2 25.7% Aftersales 126.4 10.7% 58.1 43.8% Internal Sales / Other (22.7) - 0.1 - Total 1,162.9 100.0% 133.0 100.0% =========== ======== =========== =============
*Revenue and gross profit mix calculated excluding internal sales / other
New Vehicles
H1 H1 Variance 2019 2018 Total LFL New Retail Units 16,108 15,803 1.9% (0.4%) Fleet Units 9,199 9,396 (2.1%) (1.1%) ------ ------ ---------- --------- Total New Units 25,307 25,199 0.4% (0.7%) ====== ====== ========== =========
Total new car revenue in the Period was GBP569.1m (H1 2018: GBP584.6m), like-for-like GBP559.7m (H1 2018: GBP580.7m) was down 3.6%.
As expected, the UK new car market continued to decline during the Period. The Society of Motor Manufacturers and Traders ('SMMT') has reported that during the Period, new car registrations to retail and fleet customers declined by 3.2% and 3.6% respectively with total registrations of new vehicles in the UK, including the impact of dealer self-registration activity, declining by 3.4%. In the first quarter of 2019, the overall market declined by 2.4% however, the second quarter of 2019 became more challenging with the overall market declining 4.6%.
The Group's like-for-like sales of new units to retail customers decreased by 0.4%, a strong market out-performance. The supply challenges reported in the second half of 2018 were alleviated for a number of our brand partners and following a well-reported decline in demand for diesel vehicles, all premium brands have increased the proportion of petrol, hybrid and electric vehicle derivatives being produced to address current consumer demand.
The Group's like-for-like sales of new units to fleet customers decreased by 1.1% which was also a market out-performance. Sales of new vehicles to fleet customers have been impacted by the deferral of vehicle purchases as a result of a combination of continued economic uncertainty and the current lack of clarity in relation to the future tax implications of diesel vehicles which have typically formed a greater share of the market for fleet customers.
Despite these challenges, new car gross margin strengthened during the Period to 7.7%, up 73bp compared with the same period last year (H1 2018: 6.9%). This positive margin performance in new vehicle sales was driven by a combination of the Group's achievement of our brand partners' sales targets without material pre-registration activity and improved product mix in certain brands compared to last year.
Used Vehicles
H1 H1 Variance 2019 2018 Total LFL ------ ------ ---------- ------- Total Used Units 24,330 22,659 7.4% 7.2% ====== ====== ========== =======
Total used car revenue in the Period was GBP509.6m (H1 2018: GBP474.6m), like-for-like GBP498.8m (H1 2018: GBP467.0m) was up 6.8%.
Like-for-like sales of used units during the Period were up 7.2% versus the corresponding period last year, a continuation of the strong performance in the second half of last year.
As has been widely reported, the used car market experienced margin pressure during the Period, particularly during the second quarter of 2019. Seasonal declines in used car values during the Period were sharper than historic norms as a result of a number of factors including strong comparable values in 2018 as a result of WLTP-related supply shortages in the new car market, together with an increased volume of 3-4 year old used cars in the market in the Period. A return to a more historic used car values profile is anticipated for the remainder of this year.
Through the Group's robust operating controls, in particular, our prudent 56-day stocking policy, together with continued enhancement of the Group's management information system Phoenix 2, the Group was able to contain its used car margin reduction to 63bps at 6.6% (H1 2018: 7.2%).
Aftersales
H1 H1 Variance 2019 2018 Total LFL ----- ----- ----- ---- Revenue (GBPm) 129.5 126.4 2.4% 1.8% ===== ===== ===== ====
In addition to the servicing, maintenance and repair of vehicles in our franchised retail centres, the Group also operates five standalone bodyshops, five Trade Parts Centres and one standalone central PDI facility.
Total aftersales revenue in the Period was GBP129.5m (H1 2018: GBP126.4m) with the Group continuing to deliver consistent like-for-like aftersales revenue growth, up 1.8%.
Aftersales margin during the Period was 44.6% (H1 2018: 46.0%). The reduction in aftersales margin during the Period was due in part to an increased mix of lower margin parts sales, which also experienced margin pressure, together with an increase in operational costs. We are expecting to see some margin recovery in the second half of the year.
At 30 June 2019, the Group had over 70,000 customers in live service plans. Service plans continue to form a key part of the Group's retention strategy, allowing customers to spread the maintenance cost of their vehicle whilst providing us with a greater level of certainty over future aftersales profits.
Total aftersales gross profit was down 0.6% to GBP57.8m (H1 2018: GBP58.1m) as a result of the issues referred to above and accounted for 42.8% of the Group's total gross profit (H1 2018: 43.8%).
Operating Costs
Overall Group costs increased by 2.5% to GBP114.9m (H1 2018: GBP112.1m), in part driven by the Group's recent acquisitions. Like-for-like operating costs increased by 1.6% to GBP112.3m (H1 2018: GBP110.5m). This performance benefitted from GBP0.6m in relation to a lease disposal, without which like-for-like costs would have been up by 2.0%. This was a strong result which benefited from a number of one-off management actions.
In the face of ongoing well documented cost headwinds for the retail sector, we continue to be disciplined in our approach to cost management, with rigorous policies and procedures in place to control all areas of discretionary spend.
Portfolio Management
As announced on 4 March 2019, the Group acquired the business and assets of Leicester and Nottingham KODA from Sandicliffe Limited on 31 January 2019 and the business and assets of Bedford, Harlow, Letchworth and Northampton KODA from Progress Bedford Limited on 28 February 2019. The Group also took the opportunity to separately acquire the freehold property at Northampton KODA for GBP1.7m during the Period.
The Group continues to review its portfolio on an ongoing basis to maximise shareholder value. The Group's stated strategy is to grow scale with existing brand partners and extend our geographic footprint into new regions. However, our focus will remain on ensuring a strong strategic and financial case for any acquisition opportunities. We have further headroom to grow with all brand partners in what we believe, with continuing market uncertainty, will still be a consolidating market in which larger dealer groups with diversified franchise portfolios will be better placed.
Capital Investment
During the Period, the Group invested GBP8.8m of capital expenditure into its retail centres, including GBP1.7m to acquire the freehold of Northampton KODA. Due to the postponement of certain developments until 2020, we now expect capital expenditure over the full year to be lower than our initial expectations.
During the Period, the Group completed the following developments:
-- Lincoln Jaguar Land Rover: this development brought together Lincoln Jaguar and Lincoln Land Rover, previously two separate leasehold sites, on one purpose-built freehold site providing a significant increase in capacity for both vehicle and aftermarket sales -- Cambridge Ford Store: this relocated our existing leasehold showroom on Newmarket Road to a state-of-the-art Ford Store on long leasehold property and provides a significantly improved customer experience -- Lincoln Nissan: relocation to the Group's former Lincoln Land Rover leasehold premises
After recent investments, the net book value of Group's freehold and long-leasehold property portfolio increased to GBP123.9m (H1 2018: GBP116.6m).
People Centric
The Group was excited to, once again, achieve 'Great Place to Work' status by The Great Place to Work Institute for the ninth consecutive year. The Group was ranked 11(th) in the super large category based on the 2018 survey. As a result of being named as one of the UK's Best Workplaces for the fifth consecutive year, the Group was recognised with a Laureate award. The Group remains the number one ranked automotive business in the survey for the third consecutive year.
Technology and Online
The use of technology, online and social media are key drivers to increasing customer engagement levels as well as supporting the day-to-day operation of the business. The Group's website remains the 6(th) most visited dealer website in the UK and we remain one of the leading innovators in utilising social media channels. This was further recognised in the Period with the Group winning both 'Best Use of Social Media' at the 2019 Automotive Management Awards and the 'Social Media' category at the 2019 Motor Trader awards.
The Group's management information system, Phoenix 2, continues to drive operational effectiveness. Its continued development and disciplined use throughout the business is one of the key drivers to the continued market outperformance by the Group.
Worldwide Harmonised Light Vehicle Test Procedure
The introduction of the Worldwide Harmonised Light Vehicle Test Procedure ("WLTP") for commercial vehicles from 1 September 2019, together with changes to the Real Driving Emissions Test with effect from the same date, each have the potential to impact supply of new vehicles in the second half of 2019. The extent of this impact is not yet known and it will vary by manufacturer and by vehicle model. As with WLTP, industry forecasts suggest there is likely to be some impact on vehicle supply and longer lead times for some models and brands of new vehicles, albeit at this stage, it is anticipated that the impact will be less than that experienced in 2018.
Financial Review
Impact of First Time Adoption of IFRS 16 Leases
The Group has applied IFRS 16 for the first time in the Interim Report and Accounts for the six months ended 30 June 2019; the standard has been adopted using the full retrospective approach. The standard has no effect on the Group's economic activity, nor does it impact cash flows. However, adoption of the standard results in the recognition of new assets and liabilities, changes to the nature and timing of items of expenditure as well as changes to the classification of cash flows relating to lease contracts.
IFRS 16 removes the current distinction between operating leases and finance leases and requires that, for all leases, a right-of use asset and a lease liability are recognised in the Consolidated Balance Sheet. The asset represents the right to use the leased asset and the lease liability represents the commitments payable under the lease.
Operating lease rental charges in the Consolidated Statement of Comprehensive Income are replaced by interest charges and depreciation expenses. The timing of the recognition of these lease costs changes, with increased costs being recognised in the earlier years of the lease due to interest being recognised at a constant rate on the carrying value of the lease liability.
In the Group's full year results announcement released in March 2019, the Group provided an initial estimate of IFRS 16; that it is likely to be marginally earnings dilutive in the early years of adoption, with an initial 1%-2% impact on profit before tax. In addition, if the balance sheet at 31 December 2018 had been restated, we estimated cGBP86.0m of right-of-use assets and cGBP92.5m of associated liabilities would have been recognised in the Group's balance sheet, resulting in a cGBP6.5m decline in net assets.
The following tables summarises the actual impact of adoption of the new standard, the net impact being broadly in line with that estimate given in March 2019:
GBPm 30 June 2018 ----------------------------- ----------------------------------------------------- As originally IFRS 16 Transition Restated presented Underlying P&L extract Revenue 1,162.9 - 1,162.9 Cost of sales (1,029.9) - (1,029.9) Gross profit 133.0 - 133.0 Net operating expenses (113.3) 1.2 (112.1) Operating profit 19.7 1.2 20.9 Net finance costs (3.3) (1.6) (4.9) ----------------------------- ---------------- --------------------- ------------ Profit before taxation 16.4 (0.4) 16.0 ----------------------------- ---------------- --------------------- ------------ Balance sheet extract Right-of-use assets - 85.3 85.3 Freehold / long leasehold 114.9 (4.3) 110.6 Other 630.3 0.5 630.8 Total assets 745.2 81.5 826.7 Lease liabilities - 93.6 93.6 Other 544.0 (6.0) 538.0 Total liabilities 544.0 87.6 631.6 Net assets 201.2 (6.1) 195.1 ----------------------------- ---------------- --------------------- ------------ Net cash / (debt) 0.9 (93.6) (92.7)
Full details of the impact of IFRS 16 on the 2019 Interim Report and Accounts, including the restatement of the comparative period, are set out in Note 3 'Changes in Accounting Policies and Disclosures' to the financial statements below.
The impact of IFRS 16 on the Group's profit may vary (either positively or negatively) dependent on the lease commitments either assumed or exited by the Group in each financial period.
Revenue
Reported revenue increased by 1.8% to GBP1,183.3m (H1 2018: GBP1,162.9m) with like-for-like revenue increasing by 0.9%. In addition, both used vehicle and aftersales revenues continued to show growth against the comparable period last year. Like-for-like revenue from the sale of new vehicles (to both retail and fleet customers) declined in the Period as a result of the declining UK new car market.
Margin
Gross margin was maintained at 11.4% (H1 2018: 11.4%), with higher new vehicle margins offsetting margin pressure in used vehicles and aftersales. This positive margin performance in new vehicle sales was driven by a combination of the Group's achievement of our brand partners' sales targets without material pre-registration activity and improved product mix in certain brands compared to last year.
On a like-for-like basis, new vehicle margin improved by 73bps to 7.7%. As a result, despite the decline in sales volumes of 0.4%, like-for-like gross profit increased by GBP2.7m.
On a like-for-like basis, used vehicle gross margin at 6.6% was 62bps below the same period last year. Margin performance was impacted by well documented declines in residual values in the second quarter, partly resulting from an exceptionally strong market in the previous year. The Group mitigated the impact of these declines with strong controls over inventory levels and rigorous application of our prudent 56 day stocking policy.
Like-for-like aftersales gross margin at 44.4% (H1 2018: 46.0%) was impacted in part to an increased mix of lower margin parts sales, which also experienced margin pressure, together with an increase in operational costs.
Costs
Underlying operating costs of GBP114.9m were 2.5% higher than in the same period last year, primarily driven by the impact of acquisitions. Like-for-like costs of GBP112.3m increased by 1.6% (2018: GBP110.5m,) an increase which was anticipated due to on-going cost headwinds. The Group continues to face a number of structural and inflationary costs which have been contained by on-going tight control of costs.
Total finance costs of GBP5.0m were GBP0.1m higher than the same period last year, driven by increased vehicle stocking charges as a result of higher levels of consignment stock, including our newly acquired sites.
During the Period, the Group incurred GBP0.4m of non-underlying costs, primarily related to acquisitions, disposals and restructuring.
Tax
The reported effective tax rate for the Period was 22.8% (H1 2018: 21.8%). The underlying effective tax rate for the Period was 22.6% (H1 2018: 21.9%).
Capital expenditure
Capital expenditure during the Period was GBP8.8m. This was lower than originally expected due to the deferral of two large scale capital expenditure projects, partially offset by the purchase of the Northampton KODA freehold for GBP1.7m. At 30 June 2019, the Group had GBP123.9m of freehold / long-leasehold property (30 June 2018: GBP116.6m), equivalent to GBP1.58 per share.
Financial position
The Group continues to be cash generative, with cash of GBP10.8m generated in the Period, and the balance sheet remains strong. At 30 June 2019 the Group had adjusted net cash of GBP5.8m compared to an adjusted net cash position of GBP0.9m at 30 June 2018 and net debt of (GBP5.1m) at 31 December 2018. Reported net debt (post IFRS 16) at 30 June 2019 was GBP82.2m (H1 2018: GBP92.7m)
The Group's unutilised GBP120m revolving credit facility is in place until May 2021 and provides financial flexibility to take advantage of investment and growth opportunities when they arise.
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 the impact of IFRS 16) of not more than 1.25x net debt/EBITDA. This leverage may rise for a period of time towards the Group's banking facility limit of not more than 3.0x (excluding the impact of IFRS 16) should an exceptional investment opportunity arise.
Interim Dividend
The Group's recently revised dividend policy is for full year dividends to be covered by between 2.5 to 3.5 times underlying earnings and paid in an approximate one-third (interim dividend) and two-thirds (final dividend) split, subject to the Group's trading prospects being satisfactory and taking into account potential investment opportunities.
The Board is pleased to announce an interim dividend of 2.85p per share (2018 interim dividend: 2.15p), up 32.6% aided by the revised dividend policy. The dividend will be paid by 20 September 2019 to shareholders who are on the Company's register at close of business on 23 August 2019.
Summary and Outlook
Despite challenging market conditions, the Group has delivered a strong H1 unit sales performance, ahead of the new retail, new fleet and used car markets with underlying profit before tax in line with the Board's expectations.
Whilst still early, our September order bank is building as expected. However, given continued weak consumer confidence as a result of ongoing political uncertainty over Brexit, ongoing cost headwinds for the retail sector and further potential new vehicle supply constraints in the lead up to the implementation of further emissions-related regulations on 1 September 2019, the Board believes it is right to remain cautious regarding the outlook for the remainder of the year. Nevertheless, the Board's current outlook for the full year remains unchanged.
Daksh Gupta
Chief Executive Officer
13 August 2019
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2019
Underlying Non-underlying Underlying Non-underlying items items Total items items Total 2019 2019 2019 2018 2018 2018* Restated Restated Restated Notes GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Continuing operations Revenue 4 1,183,267 - 1,183,267 1,162,904 - 1,162,904 Cost of sales (1,048,240) - (1,048,240) (1,029,951) - (1,029,951) Gross profit 135,027 - 135,027 132,953 - 132,953 ---------------------- ------------------- ---------------------- ---------------------- ---------------------- -------------------- Net operating expenses (114,872) (400) (115,272) (112,080) 268 (111,812) ---------------------- ---------------------- ---------------------- ---------------------- -------------------- Operating profit 20,155 (400) 19,755 20,873 268 21,141 ---------------------- ------------------- ---------------------- ---------------------- ---------------------- -------------------- Net finance costs 7 (4,999) - (4,999) (4,877) (44) (4,921) ---------------------- ---------------------- ---------------------- ---------------------- -------------------- Profit before taxation 5 15,156 (400) 14,756 15,996 224 16,220 ---------------------- ------------------- ---------------------- ---------------------- ---------------------- -------------------- Taxation 8 (3,432) 72 (3,360) (3,500) (42) (3,542) ---------------------- ---------------------- ---------------------- ---------------------- -------------------- Profit from continuing operations after tax 11,724 (328) 11,396 12,496 182 12,678 ====================== =================== ====================== ====================== ====================== ==================== Discontinued operations Profit from discontinued operations after tax 6 - - - - 589 589 Profit for the year 11,724 (328) 11,396 12,496 771 13,267 ====================== =================== ====================== ====================== ====================== ==================== Total comprehensive income for the year net of tax 11,724 (328) 11,396 12,496 771 13,267 ====================== =================== ====================== ====================== ====================== ==================== Earnings per share (EPS) attributable to equity shareholders of the parent From continuing operations: Pence Pence Pence Pence Basic 9 15.0 14.6 16.1 16.3 Diluted 9 14.7 14.3 15.7 15.9 From continuing and discontinued operations: Basic 9 15.0 14.6 16.1 17.1 Diluted 9 14.7 14.3 15.7 16.6
*Prior year cost of sales and net operating expenses have been adjusted by a reclassification from net operating expenses to cost of sales to be consistent with presentation in the current year. The net impact of which is less than GBP500,000.
The comparative figures have been restated on adoption of IFRS 16 Leases. Full details of the impact of adoption are included in Note 3 'Changes in Accounting Policies and Disclosures'.
All activities of the Group in the current period are continuing.
The above Condensed Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
Condensed Consolidated Balance Sheet
At 30 June 2019
30 June 30 June 31 December 2019 2018 2018 Restated Restated Note (unaudited) (unaudited) (audited) GBP'000 GBP'000 GBP'000 Non-current assets Goodwill and other intangible assets 12 115,465 121,493 112,178 Property, plant and equipment 13 154,210 143,309 151,200 Right-of-use assets 83,245 85,318 82,386 Investment property 2,590 2,590 2,590 Non-current financial assets 1,356 1,526 1,405 Deferred tax asset - 39 - Total non-current assets 356,866 354,275 349,759 ------------ ------------ ------------ Current assets Inventories 376,429 351,412 384,005 Trade and other receivables 113,059 113,325 78,949 Cash and cash equivalents 11,938 7,687 1,174 Assets classified as held for sale 797 - 797 Total current assets 502,223 472,424 464,925 ------------ ------------ ------------ Total assets 859,089 826,699 814,684 ------------ ------------ ------------ Non-current liabilities Loans and borrowings 5,505 6,145 5,665 Lease liabilities 76,670 82,001 76,797 Trade and other payables 5,849 4,970 5,596 Provisions - 3,688 - Deferred tax liabilities 19,830 19,340 19,505 Total non-current liabilities 107,854 116,144 107,563 ------------ ------------ ------------ Current liabilities Loans and borrowings 641 642 641 Lease liabilities 11,314 11,636 10,845 Trade and other payables 533,237 495,109 492,387 Provisions 2,441 5,198 7,795 Current tax liabilities 2,873 2,883 1,346 Total current liabilities 550,506 515,468 513,014
------------ ------------ ------------ Total liabilities 658,360 631,612 620,577 ------------ ------------ ------------ Net assets 200,729 195,087 194,107 ============ ============ ============ Shareholders' equity Share capital 11 50,030 49,834 49,834 Share premium 19,672 19,672 19,672 Share-based payments reserve 11 1,487 1,581 1,570 Retained earnings 129,540 124,000 123,031 ------------ ------------ ------------ Total equity 200,729 195,087 194,107 ============ ============ ============
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2019
Share-based Share Share payments Own shares Retained Total Note capital premium reserve reserve earnings equity GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Balance at 31 December 2017 as originally presented 49,531 19,672 2,608 - 119,323 191,134 =================== =================== =================== =================== ================= ================= Impact of change in accounting policies 3 - - - - (5,735) (5,735) Restated balance at 1 January 2018 49,531 19,672 2,608 - 113,588 185,399 =================== =================== =================== =================== ================= ================= Profit for the period - - - - 13,267 13,267 Total comprehensive income - - - - 13,267 13,267 ------------------- ------------------- ------------------- ------------------- ----------------- ----------------- Transactions with owners Dividends paid 10 - - - - (3,309) (3,309) Issue of share capital 11 303 - - (303) - - Exercise of share options 11 - - (1,567) 303 504 (760) Share based payments charge - - 540 - - 540 Acquisition of non-controlling interest in subsidiaries 12 - - - - (50) (50) Balance at 30 June 2018 (unaudited) 49,834 19,672 1,581 - 124,000 195,087 =================== =================== =================== =================== ================= ================= Profit for the period - - - - 705 705 Total comprehensive income - - - - 705 705 ------------------- ------------------- ------------------- ------------------- ----------------- ----------------- Transactions with owners Dividends paid - - - - (1,674) (1,674) Share based payments charge - - (11) - - (11) Balance at 31 December 2018 (audited) 49,834 19,672 1,570 - 123,031 194,107 =================== =================== =================== =================== ================= ================= Balance at 1 January 2019 49,834 19,672 1,570 - 123,031 194,107 =================== =================== =================== =================== ================= ================= Profit for the period - - - - 11,396 11,396 Total comprehensive income - - - - 11,396 11,396 ------------------- ------------------- ------------------- ------------------- ----------------- ----------------- Transactions with owners Dividends paid 10 - - - - (4,995) (4,995) Issue of share capital 11 196 - - (196) - - Exercise of share options 11 - - (863) 196 108 (559) Share based payments charge - - 780 - - 780 Balance at 30 June 2019 (unaudited) 50,030 19,672 1,487 - 129,540 200,729 =================== =================== =================== =================== ================= =================
Condensed Consolidated Cash Flow Statement
For the six months ended 30 June 2019
2019 2018 Restated Note (unaudited) (unaudited) GBP'000 GBP'000 Operating profit - continuing operations 19,755 21,141 - discontinued operations - 589 Adjustments for: Depreciation and amortisation 5 9,864 8,777 Share-based payments charge 865 715 Profit on disposal of assets classified as held for sale 5/6 - (268) Profit on disposal of property plant and equipment 5 (6) (25) Profit on disposal and remeasurement of right-of-use assets and lease liabilities 5 (635) (190) Reversal of loss on impairment of property, plant and equipment 5 - (14) Loss on impairment of right-of use assets 5 112 - Other non-cash items (150) - Profit on disposal of subsidiary 6 - (589) Cash flows from operating activities 29,805 30,136 ------------ ------------ Decrease in inventories 10,059 49,848 Increase in trade and other receivables (33,225) (21,860) Increase/(decrease) in trade and other payables 40,046 (31,340) Decrease in provisions (5,749) (683) Total cash flows generated by operations 40,936 26,101 ------------ ------------ Tax paid (2,333) (2,774) Interest paid on lease liabilities (1,547) (1,621) Other net finance costs (3,452) (3,300) Net cash inflow from operating activities 33,604 18,406 ------------ ------------ Investing activities Purchase of property, plant, equipment and software 12/13 (7,762) (8,555) Acquisition of businesses, net of cash acquired 12 (5,582) - Acquisition of non-controlling interest in subsidiaries 12 - (50) Net cash flow from sale of discontinued
operation - 589 Proceeds from disposal of property, plant and equipment 473 153 Proceeds from disposal of assets classified as held for sale - 1,018 Net cash outflow from investing activities (12,871) (6,845) ------------ ------------ Financing activities Proceeds from borrowings 20,000 15,000 Repayment of borrowings (20,160) (15,321) Repayment of lease liabilities (4,106) (4,143) Dividends paid 10 (4,995) (3,309) Settlement of exercised share awards 11 (708) (968) Net cash outflow from financing activities (9,969) (8,741) ------------ ------------ Net increase in cash and cash equivalents 10,764 2,820 Cash and cash equivalents at 1 January 1,174 4,867 Cash and cash equivalents at period end 11,938 7,687 ============ ============
Net Debt Reconciliation
For the six months ended 30 June 2019
2019 2018 Restated (unaudited) (unaudited) GBP'000 GBP'000 Reconciliation of net cash flow to movement in net debt Net increase in net cash and cash equivalents 10,764 2,820 Proceeds from drawdown of RCF (20,000) (15,000) Repayment of drawdown of RCF 20,000 15,000 Repayment of other borrowings 160 321 Change in lease liability commitments 3,764 8,226 Repayment of lease liabilities (4,106) (4,143) Decrease in net debt 10,582 7,224 Opening net debt (92,774) (99,961) Net debt at period end (82,192) (92,737) ============ ============ Lease liabilities (87,984) (93,637) Adjusted net cash at period end (non GAAP measure) 5,792 900 ============ ============ Net debt at period end consists of: Cash and cash equivalents 11,938 7,687 Loans and borrowings (6,146) (6,787) Lease liabilities (87,984) (93,637) Closing net debt (82,192) (92,737) ============ ============
Notes to the Condensed Consolidated Financial Statements
1. General information
Marshall Motor Holdings Plc (the Company) is incorporated and domiciled in the United Kingdom. The Company is a public limited company, limited by shares, whose shares are listed on the Alternative Investment Market (AIM) of the London Stock Exchange. The Company is registered in England under the Companies Act 2006 (registration number 02051461) with the address of the registered office being: Airport House, The Airport, Cambridge, CB5 8RY, United Kingdom.
These interim condensed consolidated financial statements were authorised for issue by the Board of Directors on 12 August 2019.
Basis of preparation
The interim condensed consolidated financial statements for the six months ended 30 June 2019 have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union. They do not include all the information and disclosures required for full annual financial statements and should be read in conjunction with the Group's consolidated financial statements for the year ended 31 December 2018. A copy of the full Annual Report and Accounts for the year ended 31 December 2018 can be found on the Marshall Motor Holdings Plc website at: www.mmhplc.com.
The interim condensed consolidated financial statements for the six months ended 30 June 2019, and for the comparative six months ended 30 June 2018, are unaudited but have been reviewed by the Auditor. A copy of their Review Report is set out at the end of these financial statements. The financial information for the year ended 31 December 2018 does not constitute the Group's statutory financial statements for that period as defined in section 434 of the Companies Act 2006, but is instead an extract from those financial statements. The Group's financial statements for the year ended 31 December 2018 were authorised for issue by the Board of Directors on 12 March 2019 and have been delivered to the Registrar of Companies. The Auditor's Report on those financial statements contained an unqualified opinion, did not draw attention to any matters by way of emphasis and did not contain any statement under section 498 of the Companies Act 2006.
During the period the Group has adopted the amendments to IFRS 3 Business Combinations, IAS 12 Income Taxes and IAS 23 Borrowing Costs as well as the interpretation of IFRIC 23 Uncertainty over Income Tax Treatment which has had no impact on the financial statements. The Group has also adopted the new lease accounting standard; IFRS 16 Leases. Full details of the impact of adoption are set out in Note 3 'Changes in Accounting Policies and Disclosures'.
The interim condensed consolidated financial statements are prepared in Sterling which is the presentational currency of the Group. All values are rounded to the nearest thousand pounds (GBP'000) except where otherwise indicated.
Principal risks and uncertainties
The principal risks and uncertainties for the six months ended 30 June 2019 are consistent with those set out in the Marshall Motor Holdings Plc 2018 Annual Report and Accounts dated 12 March 2019. These principal risks and uncertainties are expected to be consistent for the year ending 31 December 2019.
Progress of the European Union exit negotiations continues to be reviewed with appropriate actions taken in response to changes in economic conditions. The Company is not a direct importer of vehicles and parts from the EU; it makes purchases from manufacturers' UK national sales companies (NSCs) which have primary responsibility for managing imports to the UK. As a result, the Company continues to maintain close relationships with manufacturers and to review manufacturers' Brexit preparations.
Going concern
The interim condensed consolidated financial statements are prepared on the going concern basis. 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 condensed consolidated financial statements are signed. For these reasons they continue to adopt the going concern basis in preparing the interim condensed consolidated financial statements.
Notes to the Condensed Consolidated Financial Statements
2. Accounting policies
Except where disclosed otherwise in Note 3 'Changes in Accounting Policies and Disclosures', the accounting policies as well as the critical accounting judgements, estimates and assumptions applied are consistent with those set out in the Marshall Motor Holdings Plc 2018 Annual Report and Accounts dated 12 March 2019. These accounting policies and critical accounting judgements, estimates and assumptions are expected to apply for the year ending 31 December 2019.
3. Changes in accounting policies and disclosures
New standards, amendments and interpretations adopted by the Group
The following amendments to existing standards became effective on 1 January 2019 and have been adopted in the consolidated financial statements for the first time during the six months ended 30 June 2019. These have been assessed as having no financial or disclosure impact on the numbers presented.
-- IFRIC Interpretation 23 Uncertainty over Income Tax Treatment -- IFRS 3 Business Combinations -- IAS 12 Income Taxes -- IAS 23 Borrowing Costs
The following new standard became effective on 1 January 2019 for the current reporting period. The Group had to change its accounting policies and make adjustments as a result of adopting the following new standard:
-- IFRS 16 Leases
The impact of the adoption of this standard and the new accounting policy are disclosed below.
Three other standards, amendments and interpretations apply for the first time with effect from 1 January 2019; however, they do not have an impact on the interim condensed consolidated financial statements of the Group.
Impact on current period of the adoption of new standards, amendments and interpretations
a) IFRS 16 Leases - impact of adoption
The Group has applied IFRS 16 issued in January 2016 with a date of initial application of 1 January 2019. IFRS 16 supersedes IAS 17 Leases, IFRIC 4 Determining whether an Arrangement Contains a Lease, SIC-15 Operating Lease Incentives and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.
The Group has applied IFRS 16 using the full retrospective approach, therefore, the Group applied IFRS 16 at the date of initial application as if the standard had already been effective at the commencement date of the Group's existing lease contracts. As a result, the comparative information in these interim condensed consolidated financial statements has been restated. The nature and effects of the key changes to the Group's accounting policies resulting from the adoption of IFRS 16 are summarised below.
Definition of a lease
Previously the Group determined at contract inception whether an arrangement is or contains a lease under IFRIC 4. Under IFRS 16, the Group assesses whether a contract is or contains a lease based on the definition of a lease as explained in the accounting policy.
On transition to IFRS 16, the Group elected to apply the practical expedient to grandfather the assessment of which transactions are leases. The Group has applied the definition of a lease under IFRS 16 to contracts that have been entered into, or changed, on or after 1 January 2019.
Group as lessee
As a lessee, the Group previously classified leases as operating or finance leases based on its assessment of whether the lease transferred significantly all the risks and rewards incidental to ownership of the underlying asset to the Group. Under IFRS 16, the Group recognises in the Consolidated Balance Sheet right-of-use assets and lease liabilities for most leases.
The Group has elected to apply the recognition exemptions for lease contracts that do not contain a purchase option and have a lease term of 12 months or less and/or are for underlying assets with a low value.
For leases not covered by these recognition exemptions, the Group recognised right-of-use assets and lease liabilities on adoption of IFRS 16. The Group also tested these right-of-use assets for impairment and recognised an impairment loss against some right-of-use assets on transition and when restating the comparative 2018 period.
Notes to the Condensed Consolidated Financial Statements
3. Changes in accounting policies and disclosures (continued)
Impact on current period of the adoption of new standards, amendments and interpretations (continued)
a) IFRS 16 Leases - impact of adoption (continued)
Group as lessor
Under IFRS 16, lessor accounting continues to require lessors to classify leases as either operating leases or finance leases using similar principles as were used under IAS 17. As a result, with the exception of sub-lease arrangements, the Group is not required to make any adjustments on transition to IFRS 16 for leases in which it acts as a lessor.
Under IFRS 16, the Group is required to assess the classification of a sub-lease with reference to the right-of-use asset, not the underlying asset. On transition, the Group reassessed the classification of sub-lease contracts previously classified as an operating lease under IAS 17. The Group concluded that two sub-leases are finance leases under IFRS 16, and accounted for these subleases as new finance leases entered into at the date of initial application.
Impacts on financial statements
As described above, June 2018 and December 2018 comparatives have been restated following the adoption of IFRS 16. The following tables on pages 21 to 23 summarise the restatements arising on adoption of IFRS 16 in the Group's interim condensed consolidated financial statements.
Transition adjustment
The following table summarises the impact, net of tax, of transition to IFRS 16 on reserves and retained earnings as at 1 January 2018. Full details of the first time adoption of IFRS 9 are set out in the Marshall Motor Holdings plc 2018 Annual Report and Accounts.
GBP'000 Balance at 31 December 2017 - as previously reported 119,323 Cumulative surplus of IFRS 16 depreciation and interest charges over IAS 17 lease rentals (6,893) Deferred tax credit on IFRS 16 transition adjustment 1,158 Opening balance as at 1 January 2018 - under IFRS 16 113,588 ===================
Taxation
A deferred tax liability arises on the right-of-use asset and a deferred tax asset arises on the corresponding lease liabilities. These meet the conditions for offsetting and are presented net on the Condensed Consolidated Balance Sheet. The net effect is a deferred tax asset which has been recognised as it is probable that future taxable profits will be available against which the deferred tax asset can be offset.
Consolidated balance sheet
Right-of-use assets and corresponding lease liabilities have been recognised and presented separately in the Consolidated Balance Sheet. Long leasehold assets previously included under property, plant and equipment have been derecognised as well as any rent prepayments and accruals relating to leases previously classified as operating leases. In addition, the portion of vacant property provisions relating to operating lease rents has been derecognised and replaced with impairments of right-of-use assets in respect of leases of vacant premises. The net effect of all these adjustments has been recognised in retained earnings.
Notes to the Condensed Consolidated Financial Statements
3. Changes in accounting policies and disclosures (continued)
Impact on current period of the adoption of new standards, amendments and interpretations (continued)
a) IFRS 16 Leases - impact of adoption (continued)
Impacts on financial statements (continued)
Consolidated balance sheet (continued)
Condensed 31 December Consolidated 30 June 2018 30 June 2018 - As 31 December Balance Sheet - As originally IFRS 16 2018 - originally IFRS 16 2018 (extract) presented Transition Restated presented Transition Restated GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Goodwill and other intangible assets 121,545 (52) 121,493 112,202 (24) 112,178 Property, plant and equipment 147,878 (4,569) 143,309 155,758 (4,558) 151,200 Right-of-use assets - 85,318 85,318 - 82,386 82,386 Investment property 2,590 - 2,590 2,590 - 2,590 Finance lease receivables - 1,729 1,729 - 1,500 1,500 Other current assets 473,143 (883) 472,260 465,658 (828) 464,830 Total assets 745,156 81,543 826,699 736,208 78,476 814,684 --------------------- ------------------ ----------------- ------------------------ ------------------ ------------------ Loans and borrowings 6,787 - 6,787 6,306 - 6,306 Lease liabilities - 93,637 93,637 - 87,642 87,642 Provisions 12,147 (3,261) 8,886 7,926 (131) 7,795 Trade and other payables 501,591 (1,512) 500,079 499,455 (1,472) 497,983 Deferred tax liabilities 20,576 (1,236) 19,340 20,787 (1,282) 19,505 Current tax liabilities 2,883 - 2,883 1,346 - 1,346 Total liabilities 543,984 87,628 631,612 535,820 84,757 620,577 --------------------- ------------------ ----------------- ------------------------ ------------------ ------------------ Net assets 201,172 (6,085) 195,087 200,388 (6,281) 194,107 ===================== ================== ================= ======================== ================== ================== Retained earnings 130,085 (6,085) 124,000 129,312 (6,281) 123,031 Other reserves 71,087 - 71,087 71,076 - 71,076 Total equity 201,172 (6,085) 195,087 200,388 (6,281) 194,107 ===================== ================== ================= ======================== ================== ==================
Notes to the Condensed Consolidated Financial Statements
3. Changes in accounting policies and disclosures (continued)
Impact on current period of the adoption of new standards, amendments and interpretations (continued)
a) IFRS 16 Leases - impact of adoption (continued)
Impacts on financial statements (continued)
Consolidated statement of comprehensive income
The depreciation expense has increased due to the charge on the newly recognised right-of-use assets, net of the reduced charge following the derecognition of long leasehold property assets. Rental charges have reduced following the reclassification of most leases as on balance sheet. Net finance costs have increased due to the interest charge on the newly recognised lease liabilities.
30 June 2018 - As originally 30 June 2018 presented IFRS 16 Transition - Restated GBP'000 GBP'000 GBP'000 Revenue 1,162,904 - 1,162,904 Cost of sales (1,029,951) - (1,029,951) Gross profit 132,953 - 132,953 Net operating expenses (113,005) 1,193 (111,812) Operating profit 19,948 1,193 21,141 Net finance costs (3,300) (1,621) (4,921) Profit before taxation 16,648 (428) 16,220 Taxation (3,620) 78 (3,542) Profit from continuing operations after tax 13,028 (350) 12,678 ==================== ================== ================== Profit from discontinued operations after tax 589 - 589 Profit for the period 13,617 (350) 13,267 ==================== ================== ================== Continuing underlying profit 12,802 (306) 12,496 Non-underlying profit 815 (44) 771 Profit for the period 13,617 (350) 13,267 ==================== ================== ==================
There is no material impact on other comprehensive income or on basic and diluted earnings per share.
Consolidated cash flow statement
The adoption of IFRS 16 changes neither the timing nor amount of the Group's cash flows. The only changes are presentational. The classification of lease payments changes from being shown exclusively as an operating cash flow. Lease payments become a combination of operating cash flows (reflecting the interest portion of lease payments) and financing cash flows (reflecting the principal portion of the lease liability). The following table shows the reclassification between categories of cash flows for the six months ended 30 June 2018.
30 June 2018 GBP'000 Increase in net cash inflows from operating activities 3,860 Decrease in net cash outflows from investing activities 283 Increase in net cash outflows from financing activities (4,143) Net impact on increase in cash and cash equivalents - =====================
Notes to the Condensed Consolidated Financial Statements
3. Changes in accounting policies and disclosures (continued)
Impact on current period of the adoption of new standards, amendments and interpretations (continued)
b) IFRS 16 Leases - accounting policies applied from 1 January 2018
Group as lessee
The Group recognises a right-of-use asset and a lease liability at the lease commencement date.
Right-of-use asset
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
Lease liability
The lease liability is initially measured at the present value of the lease payments to be made over the lease term that have not been paid at the lease commencement date. When calculating the present value, the lease liability is discounted using the interest rate implicit in the lease, or, if that rate cannot be readily determined, the Group's incremental borrowing rate.
Lease payments included in the measurement of the lease liability comprise:
- fixed payments, including in-substance fixed payments, less any lease incentives receivable;
- variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the lease commencement date;
- amounts expected to be payable under a residual value guarantee;
- the exercise price under a purchase option that the Group is reasonably certain to exercise;
- lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option; and
- penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee or if the Group changes its assessment of whether it will exercise a purchase, extension or termination option.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases and leases of low-value assets. Short-term leases are those that do not contain a purchase option and have a lease term of 12 months or less. Low value assets are those with a value below GBP5,000. The Group recognises on a straight-line basis over the lease term the lease payments associated with these leases in net operating expenses in the Consolidated Statement of Comprehensive Income.
Notes to the Condensed Consolidated Financial Statements
3. Changes in accounting policies and disclosures (continued) b) IFRS 16 Leases - accounting policies applied from 1 January 2018 (continued)
Group as lessor
The Group only acts as a lessor in the context of sub-lease arrangements. When the Group is an intermediate lessor, it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease as being either a finance lease or an operating lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. To classify each sub-lease, an overall assessment is made as to whether the lease transfers to the lessee substantially all of the risks and rewards of ownership incidental to ownership of the right-of-use asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset. If a head lease is a short-term lease to which the Group applies the exemption described above, then it classifies the sub-lease as an operating lease.
If an arrangement contains lease and non-lease components, the Group applies IFRS 15 Revenue from Contracts with Customers to allocate the consideration in the contract.
The Group recognises lease payments received under operating leases as income on a straight-line basis over the lease term as part of other income presented within net operating expenses in the Consolidated Statement of Comprehensive Income.
4. Segmental information
IFRS 8 Operating Segments requires operating segments to be consistent with the internal management reporting provided to the Chief Operating Decision Maker who is responsible for allocating resources and assessing the performance of the operating segments. The Group considers the Chief Executive Officer to be the Chief Operating Decision Maker.
The Group has identified its key product and service lines as being its operating segments because both performance and strategic decisions are analysed at this level. The IFRS 8 aggregation criteria have been met as a result of the Group's key product and service lines sharing common characteristics such as; similar types of customer for the products and services, similar nature of the product and service offerings, similar methods used to distribute the products and provide the services and similar regulatory and economic environment. As a result of these criteria being satisfied, the Group's operating segments constitute one reportable segment (retail) and all segmental information has been disclosed as such. The retail segment includes sales of new and used vehicles, together with the associated ancillary aftersales services of; servicing, body shop repairs and parts sales.
The Group has concluded that rental income arising from investment properties does not meet the quantitative thresholds required to constitute a reportable segment as defined in IFRS 8. Due to the non-material nature of these amounts, they are combined with the retail segment rather than being disclosed separately. As a result, all of the Group's activities are disclosed within the one reportable segment - the retail segment.
Geographical information
Revenue earned from sales is disclosed by origin and is not materially different from revenue by destination. All of the Group's revenue is generated in the United Kingdom.
Notes to the Condensed Consolidated Financial Statements
4. Segmental information (continued)
Information about reportable segment
All segment revenue, profit before taxation, assets and liabilities are attributable to the principal activity of the Group being the provision of car and commercial vehicle sales, vehicle service and other related services.
The following tables show the disaggregation of revenue by major product/service lines for continuing operations:
Revenue Gross Profit For the half year ended 30 June 2019 (unaudited) GBP'000 mix* GBP'000 mix* New Car 569,120 47.1% 43,590 32.3% Used Car 509,599 42.2% 33,494 24.9% Aftersales 129,518 10.7% 57,762 42.8% Internal / Other (24,970) - 181 - Total 1,183,267 100.0% 135,027 100.0% ========= ====== ======= ====== Revenue Gross Profit^ For the six months ended 30 June 2018 (unaudited) GBP'000 mix* GBP'000 mix* New Car 584,555 49.3% 40,515 30.5% Used Car 474,569 40.0% 34,175 25.7% Aftersales 126,440 10.7% 58,137 43.8% Internal / Other (22,660) - 126 - Total 1,162,904 100.0% 132,953 100.0% ============ ======== =============== ============
*mix calculation excludes internal / other sales
^Prior year cost of sales and net operating expenses have been adjusted by a reclassification from net operating expenses to cost of sales to be consistent with presentation in the current year. The net impact of which is less than GBP500,000.
5. Profit before taxation
Profit before taxation is arrived at after charging / (crediting):
Six months Six months ended ended 30 June 2019 30 June 2018 Restated (unaudited) (unaudited) GBP'000 GBP'000 Depreciation on property, plant and equipment (note 13) 5,152 4,331 Depreciation of right-of-use assets 4,491 4,307 Amortisation of other intangibles 221 139 Profit on disposal of assets classified as held for sale (note 6) - (268) Profit on disposal of property plant and equipment (6) (25) Profit on disposal and remeasurement of right-of-use assets and lease liabilities (635) (190) Reversal of loss on impairment of property, plant and equipment (note 13) - (14) Impairment loss on right-of-use assets 112 - Operating lease rentals - short term leases / low value assets 851 1,064
Notes to the Condensed Consolidated Financial Statements
6. Non-underlying items Six months Six months ended ended 30 June 30 June 2019 2018 Restated (unaudited) (unaudited) GBP'000 GBP'000 Continuing operations Acquisition costs (159) - Restructuring costs (137) (44) Profit on disposal of assets classified as held for sale - 268 Other (104) - (400) 224 Discontinued operations Profit on disposal of subsidiary - 589 Non-underlying items (400) 813 =========== ===========
Acquisition costs
See Note 12 'Goodwill and Other Intangible Assets' for further details of the transactions giving rise to the acquisition costs.
Other non-underlying items
All other expenses disclosed in non-underlying items are a continuation of items disclosed in previous periods. More information about the non-underlying items in the year ended 31 December 2018 is available in the 2018 Annual Report and Accounts available at www.mmhplc.com.
7. Net finance costs Six months Six months ended ended 30 June 30 June 2019 2018 Restated (unaudited) (unaudited) GBP'000 GBP'000 Interest income on short term bank deposits - (11) Finance lease interest receivable (30) (35) Stock financing charges and other interest including acquisitions 3,015 2,857 Interest payable on lease liabilities 1,547 1,656 Interest payable on bank borrowings 467 454 Net finance costs 4,999 4,921 ============= =========== 8. Taxation
The tax charge for the six months ended 30 June 2019 is recognised based on best estimates of the average annual effective tax rate expected for the full financial year, adjusted for the tax impact of any discrete items arising in the period. The estimated average annual restated effective tax rate used for the six months to 30 June 2019 is 22.6% (restated six months ended 30 June 2018: 21.9%).
The reported effective tax rate for the six months ended 30 June 2019 is 22.8% (restated six months ended 30 June 2018: 21.8%). The underlying effective tax rate for the six months ended 30 June 2019 is 22.6% (restated six months ended 30 June 2018: 21.9%).
Notes to the Condensed Consolidated Financial Statements
9. Earnings per share
Basic and diluted 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 after taking account of the dilutive impact of shares under option of 2,775,357 (June 2018: 2,757,186, December 2018: 2,423,249).
Underlying earnings per share are based on basic earnings per share adjusted for the impact of non-underlying items.
Six months Six months ended ended 30 June 2019 30 June 2018 Restated (unaudited) (unaudited) GBP'000 GBP'000 From continuing operations Underlying net profit attributable to equity holders of the parent 11,724 12,496 Non-underlying items after tax (328) 182 Net profit attributable to equity holders
of the parent 11,396 12,678 ===================== ===================== Six months Six months ended ended 30 June 2019 30 June 2018 Restated (unaudited) (unaudited) GBP'000 GBP'000 From continuing and discontinued operations Underlying net profit attributable to equity holders of the parent 11,724 12,496 Non-underlying items after tax (328) 771 Net profit attributable to equity holders of the parent 11,396 13,267 ===================== ===================== Six months Six months ended ended 30 June 2019 30 June 2018 Thousands Thousands Number of shares Weighted average number of ordinary shares for the purpose of basic EPS 78,018 77,604 Effect of dilutive potential ordinary shares: share options 1,822 2,241 Weighted average number of ordinary shares for the purpose of diluted EPS 79,840 79,845 Six months Six months ended ended 30 June 2019 30 June 2018 Pence Pence From continuing operations Basic underlying earnings per share 15.0 16.1 Basic earnings per share 14.6 16.3 Diluted underlying earnings per share 14.7 15.7 Diluted earnings per share 14.3 15.9 From continuing and discontinued operations Basic underlying earnings per share 15.0 16.1 Basic earnings per share 14.6 17.1 Diluted underlying earnings per share 14.7 15.7 Diluted earnings per share 14.3 16.6
Notes to the Condensed Consolidated Financial Statements
10. Dividends
An interim dividend of 2.85p per share will be paid by 20 September 2019 to shareholders who are on the Company's register at close of business on 23 August 2019.
An interim dividend of GBP1,674,000 in respect of the year ended 31 December 2018 was paid in September 2018. This represented a payment of 2.15p per ordinary share in issue at that time. A final dividend of GBP4,995,000 for the year ended 31 December 2018 was paid in May 2019. This represented a payment of 6.39p per share in issue, giving a full year dividend of 8.54p.
11. Share-based payments
In April 2019 the second tranche of the IPO Performance Awards vested and became exercisable. On 2 April 2019, all option holders exercised these options. As such, 306,795 ordinary shares of 64p were issued. During the period, the decision was made for a portion of the share options being exercised to be settled in cash rather than being equity-settled. The total value of cash-settled transactions is GBP708,000.
In April 2018, the third tranche of the IPO Restricted Share Awards as well as the first tranche of the IPO Performance Awards vested and became exercisable. On 11 April 2018, all option holders exercised these options as well as the second tranche of the IPO Restricted Awards which had previously vested and become exercisable in the prior period. As such, 472,791 ordinary shares of 64p were issued. During the period, the decision was made for a portion of the share options being exercised to be settled in cash rather than being equity-settled. The total value of cash-settled transactions is GBP968,000.
12. Goodwill and other intangible assets
Six months Six months ended Year ended ended 30 June 31 December 30 June 2019 2018 2018 Restated Restated (unaudited) (unaudited) (audited) GBP'000 GBP'000 GBP'000 Net book value At the beginning of the period 112,178 121,515 121,515 Net additions 3,476 117 260 Net amortisation charge for the period (189) (139) (295) Impairment - - (9,302) At the end of the period 115,465 121,493 112,178 ============= =========== ============
The carrying value of goodwill and other intangible assets principally consists of goodwill and franchise agreements of GBP114.6m (June 2018: GBP120.8m, December 2018: GBP111.5m).
Acquisitions - current period
On 31 January 2019 the Group acquired the trade and assets of two KODA dealerships located in Leicester and Nottingham. These acquisitions are part of the Group's stated strategy to grow with existing brand partners in new geographic territories by adding further sites in excellent locations that are contiguous to the Group's existing KODA sites.
On 28 February 2019 the Group acquired the trade and assets of four KODA dealerships in Northampton, Bedford, Letchworth and Harlow. These acquisitions are part of the Group's stated strategy to grow with existing brand partners in new geographic territories by adding further sites in excellent locations that are contiguous to the Group's existing KODA sites.
The estimated identifiable assets and liabilities at the date of the acquisitions are stated at their provisional fair value as set out below. The goodwill arising on acquisition is attributed to the expected synergies and benefits associated with the increased brand representation which has resulted in the Group becoming the UK's largest KODA retailer.
Notes to the Condensed Consolidated Financial Statements
12. Goodwill and other intangible assets (continued)
Acquisitions - current period (continued)
On 31 January 2019:
NBV of net Fair value assets acquired adjustments Total GBP'000 GBP'000 GBP'000 Property, plant and equipment 209 - 209 Right-of-use assets - 1,560 1,560 Inventories 423 - 423 Trade and other payables (102) - (102) Lease liabilities - (1,560) (1,560) ---------------- ------------ ------- Net assets acquired 530 - 530 Goodwill 600 - 600 Total cash consideration 1,130 - 1,130 ================ ============ =======
The results of the acquired KODA dealerships were consolidated into the Group's results from 31 January 2019. For the period from acquisition to 30 June 2019, the revenues and the loss before tax generated by these dealerships were immaterial in the context of the Group's revenues and profit before tax.
If the acquisition had taken effect at the beginning of the reporting period in which the acquisition occurred (1 January 2019), on a pro forma basis, the change in revenue and profit before tax of the combined Group for the six months ended 30 June 2019 would have been immaterial in the context of the Group.
On 28 February 2019:
NBV of net Fair value assets acquired adjustments Total GBP'000 GBP'000 GBP'000 Property, plant and equipment 527 (21) 506 Right-of-use assets - 2,921 2,921 Inventories 2,060 - 2,060 Trade and other payables (335) - (335) Lease liabilities - (2,771) (2,771) Provisions - (552) (552) ---------------- ------------ ------- Net assets acquired 2,252 (423) 1,829 Goodwill 2,200 423 2,623 Total cash consideration 4,452 - 4,452 ================ ============ =======
The results of the acquired KODA dealerships were consolidated into the Group's results from 28 February 2019. For the period from acquisition to 30 June 2019, the revenues and the loss before tax generated by these dealerships were immaterial in the context of the Group's revenues and profit before tax.
If the acquisition had taken effect at the beginning of the reporting period in which the acquisition occurred (1 January 2019), on a pro forma basis, the change in revenue and profit before tax of the combined Group for the six months ended 30 June 2019 would have been immaterial in the context of the Group.
Notes to the Condensed Consolidated Financial Statements
12. Goodwill and other intangible assets (continued)
Acquisitions - current period (continued)
Transaction costs arising on acquisitions in 2019 totalled GBP159,000. These costs have been recognised in net operating expenses in the Consolidated Statement of Comprehensive Income and are part of operating cash flows in the Consolidated Cash Flow Statement.
Acquisitions - prior period purchase of non-controlling interests
On 22 February 2018, the Group acquired the remaining 1% of the share capital of the following subsidiary undertakings; Marshall of Peterborough limited, Marshall of Ipswich Limited and Marshall of Stevenage Limited, taking the Group's shareholdings in these entities up to 100%. Total consideration for these shares amounted to GBP50,000; the value of consideration in excess of the carrying value of the non-controlling interests acquired has been recognised in retained earnings.
13. Property, plant and equipment
Freehold and long leasehold land and Leasehold Plant and Assets under buildings improvements equipment construction Total GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 For the half year ended 30 June 2019 (unaudited) Cost At 1 January 2019 122,822 22,040 39,909 9,501 194,272 Additions at cost 2,505 267 2,315 3,009 8,096 Additions on acquisition - 397 318 - 715 Disposals - (227) (457) - (684) Transfers 9,840 193 1,239 (11,272) - Transfer to prepayments - (200) - - (200) At 30 June 2019 135,167 22,470 43,324 1,238 202,199 ---------- ------------- ---------- ------------- ------- Accumulated depreciation At 1 January 2019 11,596 6,166 25,310 - 43,072 Charge for the period 932 996 3,224 - 5,152 Disposals - (3) (214) - (217) Transfer to prepayments - (18) - - (18) At 30 June 2019 12,528 7,141 28,320 - 47,989 ---------- ------------- ---------- ------------- ------- Net book value At 30 June 2019 122,639 15,329 15,004 1,238 154,210 ========== ============= ========== ============= =======
At 30 June 2019, the Group had capital commitments totalling GBP4.5m relating to ongoing construction projects.
Notes to the Condensed Consolidated Financial Statements
13. Property, plant and equipment (continued)
Freehold and long leasehold Assets land and Leasehold Plant and under buildings improvements equipment construction Total Restated Restated Restated GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 For the half year ended 30 June 2018 (unaudited) Cost At 1 January 2018 116,994 17,684 38,544 5,123 178,345 Additions at cost 1,676 110 1,375 6,461 9,622 Additions on acquisition - - - - - Disposals - (837) (1,991) - (2,828) Transfers 2,831 1,515 1,243 (5,589) - At 30 June 2018 121,501 18,472 39,171 5,995 185,139 ---------- ------------- ---------- ------------- -------- Accumulated depreciation At 1 January 2018 10,105 5,116 24,992 - 40,213 Charge for the period 827 881 2,623 - 4,331 Disposals - (829) (1,871) - (2,700) Reversal of impairment - - (14) - (14) Transfers - 324 (324) - - At 30 June 2018 10,932 5,492 25,406 - 41,830 ---------- ------------- ---------- ------------- -------- Net book value At 30 June 2018 110,569 12,980 13,765 5,995 143,309 ========== ============= ========== ============= ========
At 30 June 2018, the Group had capital commitments totalling GBP17.6m relating to ongoing construction projects.
Notes to the Condensed Consolidated Financial Statements
13. Property, plant and equipment (continued)
Freehold and long leasehold Assets land and Leasehold Plant and under buildings improvements equipment construction Total Restated Restated Restated GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 For the year ended 31 December 2018 (audited) Cost At 1 January 2018 116,994 17,684 38,544 5,123 178,345 Additions at cost 1,687 523 3,410 17,626 23,246 Disposals (205) (1,040) (5,277) - (6,522) Transfers 5,143 4,873 3,232 (13,248) - Transfers to assets held for sale (797) - - - (797) At 31 December 2018 122,822 22,040 39,909 9,501 194,272 ---------- ------------- ---------- ------------- -------- Accumulated depreciation At 1 January 2018 10,105 5,116 24,992 - 40,213 Charge for the year 1,696 1,802 5,455 - 8,953 Disposals (205) (1,076) (4,900) - (6,181) Impairment - - 87 - 87 Transfers - 324 (324) - - At 31 December 2018 11,596 6,166 25,310 - 43,072 ---------- ------------- ---------- ------------- -------- Net book value At 31 December 2018 111,226 15,874 14,599 9,501 151,200 ========== ============= ========== ============= ========
At 31 December 2018, the Group had capital commitments totalling GBP20.8m (2017: GBP7.7m) relating to ongoing construction projects.
More information about the transfers to assets held for sale and the impairment are available in the consolidated financial statements for the year ended 31 December 2018 which are available at www.mmhplc.com.
Notes to the Condensed Consolidated Financial Statements
14. Fair value measurement
The carrying amounts and fair values of non-current non-financial assets and financial liabilities are as below. The fair values are based on cash flows discounted using the prevailing rates.
Six months ended Six months ended Year ended 30 June 2019 30 June 2018 31 December 2018 (unaudited) (unaudited) (audited) Carrying Carrying Carrying amount Fair value amount Fair value amount Fair value GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Non-financial assets: Investment properties 2,590 2,590 2,590 2,590 2,590 2,590 Assets held for sale 797 3,300 - - 797 3,300 Financial liabilities: Mortgages 5,505 4,282 6,145 4,668 5,665 4,478
All financial assets and liabilities shown in the table above are Level 2 and there have been no transfers between levels during 2019 or 2018.
Independent review report to Marshall Motor Holdings Plc
Introduction
We have been engaged by the Company to review the condensed consolidated set of financial statements in the interim financial report for the six months ended 30 June 2019 which comprises the condensed consolidated statement of comprehensive income, condensed consolidated statement of changes in equity, condensed consolidated statement of financial position, condensed consolidated cash flow statement and the related notes 1 to 16. We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed consolidated 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 interim financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim financial report in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union.
As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed consolidated set of financial statements included in this half-yearly financial report have been prepared in accordance with International Accounting Standard 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 consolidated set of financial statements in the interim 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 consolidated set of financial statements in the interim financial report for the six months ended 30 June 2019 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union.
Ernst & Young LLP
Cambridge
12 August 2019
Appendix -- Alternative Performance Measures (APMs)
The Group presents various APMs as the Directors believe that these are useful for users of the financial statements in helping to provide a balanced view of, and relevant information on, the Group's financial performance. The APMs are measures which disclose the adjusted performance of the Group excluding specific items which are regarded as non-recurring. See Note 6 'Non-underlying Items' for full details of the nature of items excluded from non-underlying performance measures.
The following table shows the reconciliation between the Group's performance as reported in accordance with International Financial Reporting Standards (IFRS) and the Group's underlying performance and like-for-like results.
2019 2018 Continuing operating profit GBP'000 GBP'000 Total continuing operating profit as reported 19,755 21,141 Impact of non-underlying items Acquisition costs 159 - Post-retirement benefits finalisation 33 - Restructuring costs 137 - Loss on disposal of investment property 71 - Profit on disposal of assets classified as held for sale - (268) ------------- ------------- 400 (268) Continuing underlying operating profit 20,155 20,873 ============= ============= 2019 2018 Continuing revenue GBP'000 GBP'000 Total continuing revenue as reported 1,183,267 1,162,904 Impact of non like-for-like activities New dealerships acquired or opened in the year (22,704) - Dealerships closed in the year (12) (12,941) ------------- ------------- (22,716) (12,941) Continuing like-for-like revenue 1,160,551 1,149,963 ============= ============= 2019 2018 Continuing gross profit GBP'000 GBP'000 Total continuing gross profit as reported 135,027 132,953 Impact of non like-for-like activities New dealerships acquired or opened in the year (2,548) - Dealerships closed in the year 26 (1,368) ------------- ------------- (2,522) (1,368) Continuing like-for-like gross profit 132,505 131,585 ============= =============
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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