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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 |
From Apr 2021 to Apr 2024
TIDMMMH
RNS Number : 1261I
Marshall Motor Holdings PLC
10 August 2021
10 August 2021
MARSHALL MOTOR HOLDINGS PLC
("MMH", the "Group" or the "Company")
Unaudited interim results for the six months ended 30 June 2021
Exceptional performance due to unprecedented market conditions and our strong market outperformance
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 2021 ("H1" or the "Period").
Financial Summary
Hot Features
Premium
H1 2021 H1 2020 (restated(1) Variance
)
Revenue (GBPm) 1,334.1 895.3 +49.0%
Gross profit (GBPm) 157.4 95.2 +65.3%
Underlying operating expenses
(GBPm) (114.5) (101.6) (12.7%)
----------------------------------- ---------- ----------------------- -----------
Underlying operating profit
/ (loss) (GBPm) 42.9 (6.4) +767.5%
----------------------------------- ---------- ----------------------- -----------
Net finance costs (GBPm) (4.5) (5.3) +16.7%
----------------------------------- ---------- ----------------------- -----------
Underlying profit / (loss) before
tax (2) (GBPm) 38.4 (11.8) +426.6%
----------------------------------- ---------- ----------------------- -----------
Non-underlying items (GBPm) 1.0 1.0 (3.6%)
----------------------------------- ---------- ----------------------- -----------
Reported profit / (loss) (GBPm) 39.5 (10.7) +467.8%
----------------------------------- ---------- ----------------------- -----------
Dividend per share (p) 8.86p Nil -
Net assets (GBPm) 239.3 190.5 +25.6%
Basic Underlying EPS / (LPS)
(p) 38.8 (14.9) +360.4%
Basic EPS / (LPS) (p) 30.6 (15.8) +293.7%
Adjusted net cash (GBPm)(3) 57.2 27.4 +109.2%
Reported net (debt)(4) (GBPm) (35.1) (77.5) +54.7%
Financial Highlights
-- Record first half revenue and margin driven by unprecedented market conditions, our strong market outperformance and robust operational controls;
-- Record underlying profit before tax of GBP38.4m (H1 2020: underlying loss before tax of GBP(11.8m); H1 2019: underlying profit before tax of GBP15.2m);
-- Strong cash generation with adjusted net cash at 30 June 2021 of GBP57.2m (30 June 2020: GBP27.4m) after GBP17.2m of freehold and acquisition expenditure; commitment to repay GBP4.0m of 2021 Government support;
-- Balance sheet strengthened further; net assets at 30 June 2021 of GBP239.3m (30 June 2020: GBP190.5m) equivalent to 305.9 p per share; underpinned by freehold/long leasehold property of GBP139.6m;
-- Restoration of dividends; H1 interim dividend of 8.86p per share reflecting exceptional first half performance;
-- Continuing underlying profit before tax for the full financial year expected to be not less than GBP40.0m.
Other Highlights
-- Strong like-for-like(5) market outperformance across new vehicles (both retail and fleet) and used vehicles:
o new vehicle unit sales up 46.1% versus overall market registrations(6) up 39.2%;
o used unit sales up 51.7% versus overall used market unit sales(7) up 31 .1%;
o aftersales revenue up 34.8%;
-- Acquisitions of Cheltenham and Gloucester Jaguar Land Rover and Leicester Nissan;
-- Commitment to voluntarily repay all CJRS and non-essential retail sector government grants received in the Period (c.GBP4.0m);
-- One-off 'thank you' bonus paid to all colleagues (excluding directors);
-- Eleventh year of being a 'Great Place to Work'(R) and seventh year running of being ranked in the UK's Best Workplaces.
Daksh Gupta, Chief Executive Officer, said:
"The Group's record performance in the first half of the year was exceptional. Whilst we acknowledge that this has been largely driven by unprecedented market conditions, particularly the used car market, we are proud of the contribution of our operational teams across the country for another period of strong market outperformance. On behalf of the Board, I would like to thank all our colleagues, as well as our brand and business partners, for their continued support.
There remains a high level of uncertainty over the second half of 2021 and into 2022 given well documented vehicle supply issues, an expected realignment of used vehicle values (the timing of which is uncertain) and the continuing impact of the COVID-19 pandemic. Given these uncertainties, there remains a range of possible outcomes for the year, however, the Board expects that continuing underlying profit before tax for 2021 will be not less than GBP40 million."
1 H1 2020 restated to include COVID-related costs in the underlying trading result (see Note 6)
2 Underlying profit before tax is presented excluding non-underlying items (see Note 6)
3 Adjusted net cash is presented excluding the impact of the recognition of lease liabilities under IFRS16 (see the Net Debt Reconciliation)
4 Reported net debt includes the impact of the recognition of lease liabilities under IFRS16 (see the Net Debt Reconciliation)
5 "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
6 Registrations as reported by the Society of Motor Manufacturers and Traders 7 Auto Trader analysis of used vehicle sales between 1 January 2021 and 30 June 2021
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 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 have a total of 116 franchises covering 22 brands, across 29 counties in England. In addition, the Group operates six trade parts specialists, two used car centres, six standalone body shops and one pre delivery inspection centre .
In May 2021 the Group was recognised by the Great Place to Work Institute, being ranked the 12th best place to work in the UK (super large company category). This was the eleventh year in succession that the Group has achieved Great Place to Work status.
LEI number: 213800BP3HZWHDWXAY78
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. Forward-looking statements often use words such as anticipate, target, expect, estimate, intend, plan, goal, believe, will, may, should, would, could, is confident, or other words of similar meaning. Undue reliance should not be placed on any such statements because they speak only as at the date of this document and, by their very nature, they 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. There are a number of factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. The Group 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.
Professor Richard Parry-Jones CBE
The Board was deeply shocked and saddened by the sudden passing of its Chairman, Professor Richard Parry-Jones CBE, on 16 April 2021. Richard had been Chairman of the Board since January 2019.
Richard was an enormously well-respected, popular and influential figure in the automotive industry. During his 30-year career at Ford as Group Vice President of Global Product Development and subsequently its Chief Technical Officer, he was responsible for the development and launch of a string of iconic cars: the Mondeo, the Ka, the Fiesta and the Focus to name but a few.
Richard was passionate about MMH and was excited about the future prospects for the Group. His passing is a great loss, both to MMH and to the sector as whole and he is hugely missed by the Board.
In honour of Richard's memory and in recognition of his substantial contribution to the Group, albeit over a tragically short period, we have introduced a new annual colleague recognition award, the 'RPJ Award', which will celebrate the achievements of the Group's best performing colleagues across various business roles.
Operating Review
Introduction
Trading in the six months ended 30 June 2021 continued to be influenced by the COVID-19 pandemic. Whilst trading during the third national lockdown from 4 January 2021 to 12 April 2021 was impacted by the closure of our physical showrooms, we continued to operate effectively on a 'click and collect' basis during this period, capitalising on the investment made in our digital and remote sales processes and an improved customer proposition with online reservations for sales and aftersales, a 14 day money back guarantee on used cars and nationwide delivery or collection from a brand centre.
In addition, there were a number of positive market tailwinds related to the pandemic in the Period, including unprecedented used vehicle value appreciation and favourable demand-to-supply conditions for both new and used vehicles. This was due to new vehicle supply constraints caused by well-documented global shortages of semiconductors and other pandemic-related new vehicle production disruption.
T he Group also continued its strong market outperformance in each of its vehicle retail markets: new retail, fleet and used vehicles.
As a result, the Group delivered an excellent underlying profit before tax of GBP38.4m in the Period (H1 2020: underlying loss before tax: GBP( 11.8m)) with strong cash generation of GBP28.4m (H1 2020: GBP57.9m).
The Group's trading performance and strong financial position enabled it to take a number of positive actions:
-- As previously announced, the Group has committed to repay all Coronavirus Job Retention Scheme ("CJRS") grants and non-essential retail sector grants received in the Period at a cost of approximately GBP4.0m. Given the market tailwinds from which both the Group and the sector as a whole has benefited, we believe these repayments to be the appropriate and responsible actions to take.
-- In June 2021, the Group implemented a Group-wide pay increase, backdated to 1 May 2021, with an increase of 4% being granted to lower-earning colleagues. In addition, the Group paid a 'thank you' bonus to all eligible colleagues (excluding directors) in recognition of their tireless work, resilience and support in the face of such challenging circumstances.
-- The Group is also pleased to announce the resumption of dividend payments, starting with an interim dividend for 2021 of 8.86p per share.
Note on prior year comparisons
The impact of the COVID-19 pandemic both in the Period and the comparable period in 2020 has distorted each year but to different degrees.
In H1 2020, the Group's physical showrooms were required to close for 10 weeks from 23 March 2020 to 1 June 2020 with 'click and collect' sales only being permitted for 3 weeks of the closure period. In 2021, the Group's physical showrooms were required to close for 15 weeks from 4 January 2021 to 12 April 2021, however, the Group was able to operate on a 'click and collect' basis throughout that period, capitalising on the investments it made in 2020 in its digital and remote sales capabilities.
Therefore, whilst trading was clearly impacted as a result of the COVID-19 pandemic in both H1 2020 and H1 2021, the impact was significantly greater during H1 2020 with the initial national lockdown occurring in the busiest week of the busiest month of the year for motor retailers and click and collect not being possible until mid-May 2020.
In addition, in H1 2021, and predominantly in Q2 2021, significant positive market tailwinds, particularly unprecedented used vehicle value appreciation and strong consumer demand, materially benefited the Group's financial performance.
Segmental Analysis
Six months ended 30 June 2021
Revenue Gross Profit
GBPm mix* GBPm mix*
----------- -------- ----------- -------------
New Vehicles 610.5 44.8 % 42.1 26.8 %
Used Vehicles 618.8 45.5 % 53.2 33.9 %
Aftersales 132.2 9.7 % 61.8 39.3 %
Internal Sales / Other (27.4) - 0.3 -
Total 1,334.1 100.0% 157.4 100.0%
=========== ======== =========== =============
Six months ended 30 June 2020
Revenue Gross Profit
GBPm mix* GBPm mix*
---------- ---------- ---------- --------------
New Vehicles 417.4 45.7% 25.2 26.6%
Used Vehicles 395.6 43.3% 24.3 25.7%
Aftersales 100.3 11.0% 45.2 47.7%
Internal Sales / Other (17.9) - 0.5 -
Total 895.3 100.0% 95.2 100.0%
========== ========== ========== ==============
*Revenue and gross profit mix calculated excluding internal sales / other
New Vehicles
H1 H1 Variance
2021 2020 Total LFL
New Retail Units 15,566 11,601 34.2 % 36.0 %
Fleet Units 10,232 6,280 62.9 % 64.5 %
------ ------ ---------- ---------
Total New Units 25,798 17,881 44.3 % 46.1 %
====== ====== ========== =========
As reported by the Society of Motor Manufacturers and Traders ('SMMT'), sales of new vehicles continued to be impacted by COVID-19 in the Period, albeit the impact was significantly less than in the comparable period in 2020 as a result of retailers being permitted to operate on a 'click and collect' basis throughout the Period.
During the Period, UK new car registrations to retail and fleet customers increased by 30.6% and 47.3% respectively, with total registrations of new vehicles in the UK (including the impact of dealer self-registration activity) increasing by 39.2 % in the Period. Whilst up on the same period in 2020, UK new car registrations were down 28.3% compared with the comparable period in 2019 as a result of the closure of physical showrooms and, increasingly towards the end of the Period, new vehicle supply constraints as a result of the well-documented global shortage of semiconductors and other pandemic-related vehicle production disruption.
The Group continued to outperform the overall UK market during the Period with a like-for-like increase in unit sales to new retail customers of 36.0% and 64.5% to fleet customers. The Group's total like-for-like new unit sales in the Period were up 46.1% compared to H1 2020, a strong 6.9 % market outperformance.
Total new car revenue in the Period was GBP610.5m (H1 2020: GBP417.4m) with like-for-like revenue of GBP604.8m (H1 2020: GBP410.2m), up 47.4%.
Gross profit in new vehicles was up GBP16.9m with an increase in gross margin of 85bps to 6.9 % in the Period. The main driver behind the gross profit increase was the achievement of manufacturer bonuses as a result of significantly higher new vehicle sales compared to the comparable period in 2020 (albeit still down from historical norms ).
Used Vehicles
H1 H1 Variance
2021 2020 Total LFL
------ ------ --------- --------
Total Used Units 28,094 18,639 50.7 % 51.7 %
====== ====== ========= ========
As has been widely reported, the UK used vehicle market was exceptionally strong during the Period, driven by unprecedented used vehicle value appreciation in Q2 (with used vehicles values increasing by over 14.1% during that period), strong consumer demand and more restricted new vehicle supply.
Analysis from Auto Trader shows the number of used vehicle sales transactions increasing by 31.1% in the Period versus H1 2020. In comparison, during the Period, the Group achieved a 51.7% like-for-like increase in used vehicle sales from 18,106 in H1 2020 to 27,467, significantly outperforming the wider market.
Total used car revenue in the Period was GBP618.8m (H1 2020: GBP395.6m), with like-for-like revenue of GBP607.3m (H1 2020: GBP388.4m), up 56.3%.
Gross profit in used vehicles increased from GBP24.3m in H1 2020 to GBP53.2m in the Period. Gross margin in the Period was 8.6% (compared to 6.1% in H1 2020 and 6.6% in H1 2019), driven by market tailwinds and management actions. These included a strong focus on pricing utilising technology and real-time market data, investment in used vehicle procurement which enabled the Group to maintain good levels of used car stock despite wider shortages and improved online product presentation. The Group also continued investing in marketing the marshall.co.uk brand through advertising and sponsorship initiatives.
The unprecedented used vehicle market, together with the Group's significant market outperformance, meant that like-for-like used vehicle unit sales were also ahead of 2019 levels, up 1. 6% compared to H1 2019 despite the physical closure of the Group's showrooms for 15 weeks of the Period. This compares favourably to analysis from Auto Trader which shows the wider used car market in H1 2021 was down 6.6% versus H1 2019.
Whilst the Group's used vehicle performance in the Period was extremely strong and ahead of the wider market, it also benefited from exceptional market conditions which are not anticipated to persist.
Aftersales
H1 H1 Variance
2021 2020 Total LFL
----- ----- ----- -----
Revenue (GBPm) 132.2 100.3 31.8% 34.8%
===== ===== ===== =====
All of the Group's aftersales operations remained open throughout the closure of its retail showrooms from 4 January to 12 April 2021. In the comparable period in 2020, only 62 of the Group's aftersales facilities remained open during the 2020 closure period to support essential vehicle mobility including for emergency and key workers. However, aftersales continued to be impacted by the COVID-19 pandemic in the Period as a consequence of MOT and servicing deferrals in H1 2020.
Total aftersales revenue in the Period was up 31.8% to GBP132.2m (H1 2020: GBP100.3m ) with like-for-like aftersales revenue up 34.8%. However, the ongoing impact of the pandemic meant that reported aftersales revenue increased by only 2.0% compared with the same period in 2019.
Aftersales gross margin improved by 171bps to 46.8% (H1 2020: 45.0%).
Strategic Developments
The Group's stated strategy is to grow scale with key brand partners and extend our geographic footprint into new regions across the UK. We remain committed to our long-term growth ambitions. We have further headroom to grow with our selected brand partners in what we believe will continue to be a consolidating market in which larger dealer groups with economies of scale, strength of management, a national brand and diversified franchise portfolios will be better placed. The Board continues to believe that the Group's consistently good operational performance, strong balance sheet and excellent brand partner relationships means it is well positioned to capitalise on growth opportunities as they arise.
The Group now consists of 116 franchises representing 22 brand partners trading in 29 counties nationwide. In addition, the Group operates six trade parts specialists, two used car centres, six standalone body shops and a pre-delivery inspection (PDI) centre. The Group operates a balanced portfolio of volume, premium and alternate premium brands including all of the top five premium brands.
The Group continues to review its portfolio to ensure it is operating with the right brands, in the right locations with appropriate scale of operation and regularly reviews growth opportunities as they arise.
During the Period, the Group acquired two new businesses in line with its strategy:
-- In May 2021, the Group acquired the business and assets of Cheltenham and Gloucester Jaguar Land Rover from Heritage Automotive Limited. The acquisition included the purchase of a three-acre development site in the territory at which the Group plans to develop a new dual arch Jaguar Land Rover facility. Cheltenham and Gloucester are key territories for the Jaguar and Land Rover brands and the acquisition was completed with the full support of Jaguar Land Rover UK. Whilst the business was significantly loss-making in 2020, given our strong operational performance with each of the brands in our other Jaguar Land Rover businesses, we are confident of a material improvement in performance over the short to medium term. The Group now operates seven Jaguar and nine Land Rover businesses and is a key UK partner for each brand.
-- In June 2021, the Group completed the acquisition of Leicester Nissan from Renault Retail Group with the full support of Nissan Motor (GB). This acquisition included the purchase of the three-acre site from which the business operates. This acquisition strengthened the Group's relationship with Nissan in the East Midlands and again, whilst the business has historically been marginally loss-making, Leicester is considered to be a key territory for Nissan and we are confident of its future success.
Investments
Whilst the Group has focused on maintaining a prudent approach to capital investments during the pandemic, its strong balance sheet, positive trading and cash generation has enabled it to make a number of strategic investments, in addition to the business acquisitions referred to above, when opportunities have arisen.
We took the opportunity to purchase the freehold of a vacant Vauxhall dealership in Beckenham, South London in the Period. This site is now being redeveloped and will enable the Group to combine three separate Audi sites (Beckenham new Audi sales, Bromley Audi service centre and Sydenham Audi Approved used cars). The Group will subsequently dispose of the existing freehold sites at Beckenham and Bromley and the combination will allow for significant operational efficiencies and cost savings over the medium term.
In addition, the Group has acquired the freehold of a bodyshop on the outskirts of Cambridge and is in the process of relocating its existing Cambridge and Peterborough bodyshops to this new site. Again, this will deliver operational and financial benefits over the medium term.
In the Period, the Group also completed the redevelopment of Derby Volvo (a freehold site which was acquired in December 2019 at the time the business was acquired) and Ford Commercial Vehicles in Kings Lynn.
Board of Directors
As previously announced, Kathy Jenkins stood down as a Non-Executive Director on 8 April 2021. Kathy was a nominated director of Marshall of Cambridge (Holdings) Limited ('MCHL') and her decision to step down from the Board of MMH was as a result of her appointment as Chief Executive at MCHL.
Following the sudden passing of Professor Richard Parry-Jones CBE, on 16 April 2021, Alan Ferguson, Senior Independent Director, assumed the role of Chairman in the interim.
Financial Review
Revenue
Reported revenue increased by 49.0 % to a record GBP 1,334.1m (H1 2020: GBP 895.3m ) with like-for-like revenue increasing by 49.9%. As a result of COVID-19 and the resultant closure of our businesses for a large part of 2020, all of the Group's revenue streams, new vehicles, used vehicles and aftersales, increased against the comparable period last year. The 2021 lockdown period benefited from operating effectively on a 'click and collect' basis as a result of our investment and focus on our online retailing strategy, resulting in the strong outperformance in both new retail and used car markets. This outperformance continued as the dealerships reopened.
Profit Before Tax
The Group reported a record profit before tax of GBP39.5m in the Period (H1 2020: loss GBP 10.7m ), with an underlying profit before tax of GBP38.4m (H1 2020: loss GBP11.8m). This was as a result of a strong trading performance during the third national lockdown and subsequent outperformance compared to the market, together with an exceptionally strong used car performance, with used car margin benefit contributing incremental net profit of GBP14.6m from that recorded in H1 2019. During the Period, the Group also benefited from GBP4.7m from the Government's business rates holiday scheme as well as approximately GBP2.0m in reduced finance costs, principally as a result of abnormally low stock holding.
Margin
Gross margin in the Period was a record 11. 8%, an increase of 117bps versus the comparable period last year. Both overall gross profit and gross margin benefited from market tailwinds, including unprecedented used car value appreciation and favourable demand to supply dynamics which saw used car margins increase to 8. 6% in the Period, up 246bps on 2020. This included a stock provision release of GBP2.8m due to the exceptional trading conditions. This was the best used car margin ever reported by the Group. New vehicle margins also increased in the Period by 85bps to 6.9 %, but were nevertheless impacted by a reduction in volume related income.
Aftersales gross margin at 46.8 % (H1 2020: 45. 0 % ) improved as a result of an increased mix of higher margin service work, up 171bps versus 2020.
Overall, the Group's underlying return on sales was 2.9%.
Costs
Underlying operating costs during the Period were GBP 114. 5m , GBP12. 9m higher than H1 2020 which benefited from lower operating costs during the 2020 national lockdown period when a higher proportion of the Group's colleagues were furloughed. Whilst year-on-year costs increased due to the abnormal trading conditions in 2020, the Group's enhanced expenditure controls remain in place and as a result operating costs were lower than in the comparable period in 2019. This is despite the acquisitive growth of the business in this period which added c.GBP16m of costs. In the Period, the Group also benefited from GBP4.7m from the Government's business rates holiday scheme (2020: GBP2.3m ). Business rates benefit of approximately GBP2.0m is expected in H2 2021.
Again, the Group acknowledges the support of the Government, along with many of our brand partners and suppliers, through this challenging period.
Total finance costs of GBP 4.5m during the Period were GBP 0.9m lower than the same period last year, largely driven by a positive cash position resulting in the Group not requiring to draw the RCF and due to a reduction of stock in the Period.
Non-Underlying Items
During the Period, the Group recorded net non-underlying income of GBP1.0m due to gains on the disposal of assets held for sale and investment properties of GBP1.0m, offset in part by professional fees related to acquisitions completed in the Period.
At the time of reporting our 2020 interim results, it was anticipated that the impact of COVID-19 may be relatively short-term and so certain costs and associated government support were reported as non-underlying items. It subsequently became apparent that the impact was longer term in nature and so these net costs were reported within the underlying result for the year ended 31 December 2020. As a result, H1 2020 comparatives have been restated to include the COVID-related costs in the underlying trading result.
Tax
The Group's tax charge before non-underlying items for the Period was GBP8.1m (H1 2020: GBP0.1m), an underlying effective tax rate of 21.0% (H1 2020: 1.6%).
The Group's total reported effective tax rate differs from this due to the deferred tax charge arising following the substantive enactment of the planned increase in the standard rate of corporation tax to 25% from April 2023.
Capital Expenditure
Capital expenditure during the Period (excluding expenditure related to business acquisitions) was GBP 9.8m . This included:
-- the purchase of a new freehold property in South East London for GBP4.7m, a site which will be redeveloped to enable the Group to combine three separate Audi sites;
-- the purchase of a freehold bodyshop on the outskirts of Cambridge for GBP 1. 8m; and
-- other capital expenditure items including finalisation of the refurbishments of Volvo Derby and Ford Commercial Vehicles in Kings Lynn.
Capital expenditure was lower than normal as a result of the deferral of certain planned property investments agreed, where necessary, with the support of our brand partners.
In addition, as referred to above, the Group completed the acquisitions of Cheltenham and Gloucester Jaguar Land Rover and Nissan Leicester, each of which were acquired with three-acre freehold sites.
At 30 June 2021, the Group had GBP 139. 6m of freehold property and assets under construction (30 June 2020: GBP 123.9m ), equivalent to GBP 1.78 per share.
Financial Position
The Group's adjusted net cash position at 30 June 2021 was GBP57.2m compared to an adjusted net cash position of GBP27.4m at 30 June 2020 and adjusted net cash of GBP28.8m at 31 December 2020.
There are a number of drivers behind this strong cash position, principally the Group's exceptionally strong profit performance in the Period, working capital benefits of GBP6.0m (despite stock funding returning to a more normal level of cover) and the proceeds from the sale of freehold and investment properties (GBP2.5m).
Funding Position
In July 2020, the Group's revolving credit facility (RCF), was extended to January 2023. The RCF remained undrawn throughout the Period. Due to the Group's strong cash position, in July 2021 the Group elected to exercise its option to reduce the RCF facility by GBP10.0m to GBP110.0m. The Board believes the revised facility limit to be more than adequate to meet its needs and provide liquidity to fund significant further growth should appropriate opportunities arise.
Given the Group's strong trading and cash performance, during the Period the testing of covenants under the RCF returned to their pre covenant waiver basis. This was achieved earlier than had originally been anticipated.
Interim Dividend
As previously announced, the Board understands the importance of dividends to shareholders and in light of the strong financial performance and cash generation in the Period, is pleased to announce the restoration of dividends.
Since IPO, the Board has implemented a progressive dividend policy whereby dividends are paid in an approximate one-third (interim dividend) and two-thirds (final dividend) split. Dividends have been disrupted by the impact of the COVID-19 pandemic on the business, however, the Board intends to reinstate and reset this policy from FY 2022 onwards.
In relation to FY 2021, the Board expects that the Group's profitability will be heavily biased towards the first half due to the unprecedented trading conditions in the Period. As a result, for the current year the Board is varying the application of its usual dividend policy. For 2021, dividend cover will remain between 2.5 to 3.5 times underlying earnings but will be paid in an approximate two-thirds (interim dividend) and one-third (final dividend) split.
The Board is therefore pleased to announce an interim dividend of 8.86p per share (2020 interim dividend: 0p) which will be paid by 17 September 2021 to shareholders who are on the Company's register at close of business on 20 August 2021.
The Board will decide the level of the FY 2021 final dividend when the Group's 2021 full year results are announced in March 2022.
Summary and Outlook
Despite the closure of our physical retail businesses until 12 April 2021, the Group's financial performance in the Period was exceptional and we are particularly pleased to once again report the Group's continued and significant outperformance of the wider new and used car markets during the Period.
We recognise, however, that the sector has benefited from a number of significant positive tailwinds, including unprecedented used vehicle value appreciation and favourable demand-to-supply conditions for both new and used vehicles. These market conditions, which have arisen from the COVID-19 pandemic, are not anticipated to persist in future years.
We also note that like-for-like new vehicle sales continued to be below pre-pandemic levels and that, whilst it has committed to repay all CJRS and retail sector grants for 2021, the Group has benefited from business rates relief in the Period which will decrease and then cease in the second half of the year.
There remains a high level of uncertainty over the second half of 2021 and into 2022 given well documented vehicle supply issues, an expected realignment of used vehicle values and the continuing impact of the COVID-19 pandemic (including the potential impact of colleague absences). Supply issues had a limited impact on the Group's sales volumes in H1 2021, however the sector is currently experiencing considerable supply disruption for new vehicles in a number of brands and at this stage it is not certain the extent to which these supply issues will be resolved by the end of 2021. As a result of this, together with a strong performance in H2 2020 driven by the release of pent up demand following the first national lockdown in H1 2020, we anticipate downward pressure on our like-for-like performance in H2 2021.
Given these uncertainties, there remains a range of possible outcomes for the year, however, the Board now expects that continuing underlying profit before tax for 2021 will be not less than GBP40.0m. This figure is after the commitment to repay all CJRS and non-essential retail sector grants received for this financial year.
On behalf of the Board, I would like to thank all of our brand partners, funders and other business partners for their support during this period. I would also like to thank my colleagues across our business for their tireless work, resilience in the face of such challenging circumstances and for their significant contribution to our financial performance in the Period.
Daksh Gupta
Chief Executive Officer
9 August 2021
Marshall Motor Holdings Plc
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2021
Underlying Non-underlying Non-underlying
items items Total Underlying items items Total
2021 2021 2021 2020 2020 2020
Restated Restated
Notes (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Revenue 4 1,334,145 - 1,334,145 895,332 - 895,332
Cost of sales (1,176,771) - (1,176,771) (800,152) - (800,152)
Gross profit 157,374 - 157,374 95,180 - 95,180
--------------- -------------- ------------------- -------------------- -------------- -------------------
Net operating
expenses (114,478) 1,007 (113,471) (101,606) 1,045 (100,561)
Operating
profit /
(loss) 42,896 1,007 43,903 (6,426) 1,045 (5,381)
--------------- -------------- ------------------- -------------------- -------------- -------------------
Net finance
costs 7 (4,452) - (4,452) (5,344) - (5,344)
Profit /
(loss) before
taxation 5 38,444 1,007 39,451 (11,770) 1,045 (10,725)
--------------- -------------- ------------------- -------------------- -------------- -------------------
Taxation 8 (8,071) (7,429) (15,500) 188 (1,799) (1,611)
Profit /
(loss) from
operations
after tax 30,373 (6,422) 23,951 (11,582) (754) (12,336)
=============== ============== =================== ==================== ============== ===================
Total
comprehensive
income /
(loss) for
the period
net of tax 30,373 (6,422) 23,951 (11,582) (754) (12,336)
=============== ============== =================== ==================== ============== ===================
Earnings per
share (EPS)
attributable
to equity
shareholders
of the parent
From
continuing
operations: Pence Pence Pence Pence
Basic 9 38.8 30.6 (14.8) (15.8)
Diluted 9 38.1 30.1 (14.8) (15.8)
All activities of the Group in both the current and prior period are continuing.
Amounts presented as Non-Underlying Items during the six months ended 30 June 2020 have been restated to align the disclosure of items directly attributable to the COVID-19 pandemic with the presentation of results in the 2020 Annual Report and Accounts. See Note 6 'Non-Underlying Items' for full details.
The above Condensed Consolidated Statement of Comprehensive Income should be read in conjunction with the accompanying notes.
Marshall Motor Holdings Plc
Condensed Consolidated Balance Sheet
At 30 June 2021
30 June 30 June 31 December
2021 2020 2020
Note (unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Non-current assets
Goodwill and other intangible assets 12 120,340 119,208 119,533
Property, plant and equipment 13 170,187 157,665 158,303
Right-of-use assets 93,101 104,164 98,832
Investment property 6 - 3,638 1,498
Non-current financial assets 1,277 1,388 1,334
Total non-current assets 384,905 386,063 379,500
----------- ----------- -----------
Current assets
Inventories 310,166 401,211 362,879
Trade and other receivables 98,677 96,846 65,780
Cash and cash equivalents 61,944 32,711 33,844
Assets classified as held for sale 6 - - 703
Current tax assets - 252 295
Total current assets 470,787 531,020 463,501
----------- ----------- -----------
Total assets 855,692 917,083 843,001
----------- ----------- -----------
Non-current liabilities
Loans and borrowings 4,062 4,703 4,383
Lease liabilities 83,155 93,881 88,383
Trade and other payables 6,179 6,392 6,008
Provisions 396 305 540
Deferred tax liabilities 30,235 21,950 22,715
Total non-current liabilities 124,027 127,231 122,029
----------- ----------- -----------
Current liabilities
Loans and borrowings 641 641 641
Lease liabilities 9,198 10,968 10,961
Trade and other payables 474,893 585,651 491,248
Provisions 2,259 2,092 2,190
Current tax liabilities 5,360 - -
Total current liabilities 492,351 599,352 505,040
----------- ----------- -----------
Total liabilities 616,378 726,583 627,069
----------- ----------- -----------
Net assets 239,314 190,500 215,932
=========== =========== ===========
Shareholders' equity
Share capital 50,068 50,068 50,068
Share premium 19,672 19,672 19,672
Share-based payments reserve 11 1,175 1,545 1,586
Own shares reserve 11 - (12) (12)
Retained earnings 168,399 119,227 144,618
----------- ----------- -----------
Total equity 239,314 190,500 215,932
=========== =========== ===========
Marshall Motor Holdings Plc
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2021
Share Share Share-based payments Own Retained Total
Note capital premium reserve shares reserve earnings equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 31 December
2019 50,068 19,672 1,025 (12) 131,563 202,316
Loss for the period - - - - (12,336) (12,336)
Total comprehensive loss - - - - (12,336) (12,336)
-------- -------- -------------------------- --------------- --------- --------
Transactions with owners
Share based payments
charge - - 520 - - 520
Balance at 30 June 2020
(unaudited) 50,068 19,672 1,545 (12) 119,227 190,500
======== ======== ========================== =============== ========= ========
Impact of change in
accounting policies 3 - - - - (865) (865)
-------- -------- -------------------------- --------------- --------- --------
Balance at 1 July 2020 50,068 19,672 1,545 (12) 118,362 189,635
======== ======== ========================== =============== ========= ========
Profit for the period - - - - 26,256 26,256
Total comprehensive income - - - - 26,256 26,256
-------- -------- -------------------------- --------------- --------- --------
Transactions with owners
Share based payments
charge - - 41 - - 41
Balance at 31 December
2020 (audited) 50,068 19,672 1,586 (12) 144,618 215,932
======== ======== ========================== =============== ========= ========
Profit for the period - - - - 23,951 23,951
Total comprehensive profit - - - - 23,951 23,951
-------- -------- -------------------------- --------------- --------- --------
Transactions with owners
Acquisition of own shares 11 - - - (535) - (535)
Exercise of share options 11 - - (960) 547 (170) (583)
Share based payments
charge - - 549 - - 549
Balance at 30 June 2021
(unaudited) 50,068 19,672 1,175 - 168,399 239,314
======== ======== ========================== =============== ========= ========
Marshall Motor Holdings Plc
Condensed Consolidated Cash Flow Statement
For the six months ended 30 June 2021
2021 2020
Note (unaudited) (unaudited)
GBP'000 GBP'000
Operating profit / (loss) 43,903 (5,381)
Adjustments for:
Depreciation and amortisation 5 10,888 11,107
Share-based payments charge 650 617
Profit on disposal of assets classified as held for sale 6 (85) (1,563)
Loss on disposal of property plant and equipment 5 101 -
Profit on disposal and remeasurement of right-of-use assets and lease liabilities 5 (185) -
Loss on impairment of right-of-use assets 5 - 14
Profit on disposal of investment property 5 (913) -
Cash flows from operating activities 54,359 4,794
------------ ------------
Decrease in inventories 55,741 69,489
Increase in trade and other receivables (32,897) (9,384)
(Decrease) / increase in trade and other payables (16,753) 8,200
Decrease in provisions (325) (987)
Total cash flows generated by operations 60,125 72,112
------------ ------------
Tax paid (2,700) (1,751)
Interest paid on lease liabilities (1,363) (1,582)
Other net finance costs (3,128) (3,762)
Net cash inflow from operating activities 52,934 65,017
------------ ------------
Investing activities
Purchase of property, plant, equipment and software 12/13 (9,795) (4,682)
Acquisition of businesses, net of cash acquired 12 (10,652) -
Lease payments received under finance leases 57 93
Interest received under finance leases 39 42
Proceeds from disposal of investment property 1,780 -
Proceeds from disposal of property, plant and equipment 390 145
Proceeds from disposal of assets classified as held for sale 713 2,360
Net cash outflow from investing activities (17,468) (2,042)
------------ ------------
Financing activities
Proceeds from borrowings - 40,000
Repayment of borrowings (321) (65,321)
Repayment of lease liabilities (5,873) (5,053)
Purchase of own shares 11 (535) -
Settlement of exercised share awards 11 (637) -
Net cash outflow from financing activities (7,366) (30,374)
------------ ------------
Net increase in cash and cash equivalents 28,100 32,601
Cash and cash equivalents at 1 January 33,844 110
Cash and cash equivalents at period end 61,944 32,711
============ ============
Marshall Motor Holdings Plc
Net Debt Reconciliation
For the six months ended 30 June 2021
2021 2020
(unaudited) (unaudited)
GBP'000 GBP'000
Reconciliation of net cash flow to movement in net debt
Net increase in net cash and cash equivalents 28,100 32,601
Proceeds from drawdown of RCF - (40,000)
Repayment of drawdown of RCF - 65,000
Repayment of other borrowings 321 321
Change in lease liability commitments 1,118 (3,357)
Repayment of lease liabilities 5,873 6,593
Decrease in net debt 35,412 61,158
Opening net debt (70,524) (138,640)
Net debt at period end (35,112) (77,482)
=========== ===========
Lease liabilities (92,353) (104,849)
Adjusted net cash at period end (non-GAAP measure) 57,241 27,367
=========== ===========
Marshall Motor Holdings Plc
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 9 August 2021.
Basis of preparation
The interim condensed consolidated financial statements for the six months ended 30 June 2021 have been prepared in accordance with IAS 34 Interim Financial Reporting. 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 2020. A copy of the full Annual Report and Accounts for the year ended 31 December 2020 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 2021, and for the comparative six months ended 30 June 2020, 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 2020 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 2020 were authorised for issue by the Board of Directors on 8 March 2021 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 Interest Rate Benchmark Reform Phase 2 Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16, which have had no impact on the interim condensed consolidated financial statements. Full details 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 2021 are consistent with those set out in the Marshall Motor Holdings Plc 2020 Annual Report and Accounts dated 8 March 2021 and are expected to be consistent for the year ending 31 December 2021.
Going concern
The interim condensed consolidated financial statements are prepared on a 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. Accordingly, these financial statements do not include any adjustments to the carrying amount or classification of assets and liabilities that would result if the Group were unable to continue as a going concern.
As at 30 June 2021 the Group had GBP120m of committed, but undrawn, banking facilities made available under a facility agreement due to expire in January 2023. In addition to its core banking facilities, the Group has access to vehicle inventory funding arrangements of which GBP291,545,000 was utilised as at 30 June 2021. Due to the Group's strong cash position, in July 2021 the Group elected to exercise its option to reduce the RCF facility by GBP10m to GBP110m. The Board believes the revised facility limit to be more than adequate to meet its needs and provide liquidity to fund significant further growth should appropriate opportunities arise.
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 2020 Annual Report and Accounts dated 8 March 2021. These accounting policies and critical accounting judgements, estimates and assumptions are expected to apply for the year ending 31 December 2021.
3. Changes in accounting policies and disclosures
New standards, amendments and interpretations adopted by the Group
The following amendments to existing standards were issued on 27 August 2020. The amendments apply to annual reporting periods beginning on or after 1 January 2021. The Group has applied these amendments for the first time in the interim condensed consolidated financial statements for the six months ended 30 June 2021.
-- Interest Rate Benchmark Reform - Phase 2: Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
Two other amendments to existing standards apply for the first time with effect from 1 January 2021, however, they are not applicable to the interim condensed consolidated financial statements of the Group.
Impact on current period of the adoption of new standards, amendments and interpretations
IFRS 16 Leases transition adjustment
The Group applied IFRS 16 for the first time during the year ended 31 December 2019 using the full retrospective approach. As a result, the comparative period was restated with a cumulative transition adjustment being recognised through the opening comparative retained earnings balance as at 1 January 2018. During the year ended 31 December 2020 it was identified that this transition adjustment to retained earnings was understated by GBP865,000 (being the impact of the derecognition of certain rent prepayments and accruals relating to leases previously classified as operating leases, net of the associated GBP203,000 deferred tax credit).
Due to the nature of this adjustment, prior year balances have not been restated. This adjustment was recognised directly in opening reserves in the Consolidated Statement of Changes in Equity in the 2020 Annual Report and Accounts; the same treatment has been applied in the condensed consolidated financial statements for the six months ended 30 June 2021.
Interest Rate Benchmark Reform - Phase 2: Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
These amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with an alternative, nearly risk-free interest rate. The amendments include the following practical expedients:
-- Changes to contractual cash flows:
o A practical expedient to require contractual changes, or changes to cash flows that are directly required by the reform, to be treated as changes to a floating interest rate, equivalent to a movement in a market rate of interest. The reliefs have the effect that the changes that are required by an interest rate benchmark reform (that is, changes that are necessary as a direct consequence of IBOR reform and are economically equivalent) will not result in an immediate gain or loss being recognised in the Income Statement.
-- Hedge accounting:
o A practical expedient to permit changes required by IBOR reform to be made to hedge designations and hedge documentation without the hedging relationship being discontinued; and
o A practical expedient to provide temporary relief from having to meet the separately identifiable requirement when a risk-free interest rate instrument is designated as a hedge of a risk component.
The Group will apply the practical expedient in relation to changes in contractual cash flows to all applicable lease contracts, funding facilities and discount rate calculations which reference, or are indexed to, an IBOR rate. These amendments have been assessed as having no financial or disclosure impact on the interim condensed consolidated financial statements of the Group.
The Group does not have fixed-rate funding that is hedged using IBOR-based derivatives or any other hedging relationships, therefore, the reliefs available for hedge accounting are not applicable to the interim condensed consolidated financial statements of the Group.
The Group intends to use these practical expedients in future periods if and when they become applicable.
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.
Information about reportable segment
All segment revenue, profit / (loss) 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 six months ended 30 June 2021 (unaudited) GBP'000 mix* GBP'000 mix*
New vehicles 610,545 44.8% 42,080 26.8%
Used vehicles 618,775 45.4% 53,232 33.9%
Aftersales 132,152 9.7% 61,787 39.3%
Internal / other (27,327) - 275 -
Total 1,334,145 100.0% 157,374 100.0%
========== ======= ======== =======
Revenue Gross profit
For the six months ended 30 June 2020 (unaudited) GBP'000 mix* GBP'000 mix*
New vehicles 417,423 45.7% 25,224 26.6%
Used vehicles 395,581 43.3% 24,298 25.7%
Aftersales 100,252 11.0% 45,159 47.7%
Internal / other (17,924) - 499 -
Total 895,332 100.0% 95,180 100.0%
======== ====== ======= ======
*Revenue and gross profit mix calculated excluding internal / other sales.
5. Profit / (loss) before taxation
Profit / (loss) before taxation is arrived at after charging / (crediting):
Six months Six months
ended ended
30 June 2021 30 June 2020
(unaudited) (unaudited)
GBP'000 GBP'000
Depreciation on property, plant and equipment (note 13) 5,081 5,346
Amortisation of other intangibles (note 12) 170 236
Profit on disposal of assets classified as held for sale (note 6) (85) (1,563)
Loss on disposal of property plant and equipment 101 -
Depreciation of right-of-use assets 5,637 5,525
Profit on disposal and remeasurement of right-of-use assets and lease liabilities (185) -
Profit on disposal of investment property (913) -
Impairment loss on right-of-use assets - 14
Income received from subleasing right-of-use assets (93) (93)
============= =============
6. Non-underlying items
Six months Six months
ended ended
30 June 2021 30 June 2020
Restated
(unaudited) (unaudited)
GBP'000 GBP'000
Continuing operations
Acquisition costs (42) -
Net release/recognition of restructuring costs 51 (518)
Profit on disposal of assets classified as held for sale 85 1,563
Profit on disposal of investment property 913 -
Non-underlying items 1,007 1,045
============== ==============
Amounts presented as Non-Underlying Items during the six months ended 30 June 2020 have been restated to align the disclosure of items directly attributable to the COVID-19 pandemic with the presentation of results in the 2020 Annual Report and Accounts.
Included within non-underlying items as presented in the Interim Report and Accounts for the six months ended 30 June 2020 were GBP2,831,000 of items directly attributable to the COVID-19 pandemic. These items consisted of: the carry cost of furloughed employees totalling GBP18,226,000, grant income received under the Coronavirus Job Retention Scheme of GBP16,438,000 and GBP1,043,000 of personal protective equipment and other associated costs incurred to establish dealership locations as Covid-secure operating environments for all colleagues and customers.
Subsequent to publication of the 2020 Interim Report and Accounts, during the second half of the year ended 31 December 2020 the full extent of the pervasive and persistent nature of the COVID-19 pandemic became apparent. Expectations for ongoing public health measures evolved from being short-term considerations to become an established shift in health and safety practices and requirements for the medium-term. As a result, items directly attributable to the COVID-19 pandemic were no longer considered to meet the definition of 'non-underlying'. All such items are disclosed in the Group's underlying results.
Acquisition costs
See Note 12(a) 'Goodwill and Other Intangible Assets' for further details of the transactions giving rise to the acquisition costs.
Net release/recognition of restructuring costs
All amounts in the current period relate to closed site premises management for the four franchised dealerships that the Group closed in October 2020. Full details of these dealership closures are included in the 2020 Annual Report and Accounts available at www.mmhplc.com.
Restructuring costs in the comparative period are a continuation of items disclosed in previous years and relate to the closure of two of the Group's franchised dealerships as well as the integration of dealerships acquired in December 2019.
Profit on disposal of assets classified as held for sale
In February 2021 the Group sold the freehold property and the long-leasehold property classified as held for sale for a combined profit of GBP85,000.
In June 2020 the Group sold the freehold property classified as held for sale for a profit of GBP1,563,000.
Profit on disposal of investment property
In February 2021 the Group sold the last two premises remaining in its investment property portfolio for a combined profit of GBP913,000. Included within this profit on disposal is the lease premium received for transfer of title in the long-leasehold premises.
7. Net finance costs
Six months Six months
ended ended
30 June 2021 30 June 2020
(unaudited) (unaudited)
GBP'000 GBP'000
Finance lease interest receivable (39) (42)
Stock financing charges and other interest 2,420 3,195
Interest payable on lease liabilities 1,363 1,582
Interest payable on bank borrowings 708 609
Net finance costs 4,452 5,344
============== ==============
8. Taxation
The tax charge for the six months ended 30 June 2021 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 effective tax rate for the six months to 30 June 2021 is 21.0% (six months ended 30 June 2020: 1.6%).
The total reported effective tax rate for the six months ended 30 June 2021 is 39.3% (six months ended 30 June 2020: - 15%). The total reported effective tax rate includes a deferred tax charge of GBP7,392,000 resulting from the remeasurement of opening deferred tax balances following the substantive enactment of the planned increase in the standard rate of corporation tax to 25% from April 2023. The comparative figures for the six months ended 30 June 2020 included a deferred taxation charge of GBP2,373,000 due to the planned rate reduction to 17% no longer taking effect.
Following the change in presentation of non-underlying items (see Note 6 'Non-Underlying Items' for full details) the underlying and non-underlying comparative tax figures have been restated to align disclosures to the average annual effective tax rate. This has had no impact on the comparative total reported tax charge.
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 2,811,841 (June 2020: 2,692,304, December 2020: 2,926,659).
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 2021 30 June 2020
Restated
(unaudited) (unaudited)
GBP'000 GBP'000
Underlying net profit / (loss) attributable to equity holders of the
parent 30,373 (11,582)
Non-underlying items after tax (6,422) (754)
Net profit / (loss) attributable to equity holders of the parent 23,951 (12,336)
==================== =====================
Six months Six months
ended ended
30 June 2021 30 June 2020
Thousands Thousands
Number of shares
Weighted average number of ordinary shares for the purpose of basic EPS 78,232 78,232
Effect of dilutive potential ordinary shares: share options* 1,468 -
Weighted average number of ordinary shares for the purpose of diluted EPS 79,700 78,232
Six months Six months
ended ended
30 June 2021 30 June 2020
Pence Pence
Basic underlying earnings per share 38.8 (14.8)
Basic earnings per share 30.6 (15.8)
Diluted underlying earnings per share 38.1 (14.8)
Diluted earnings per share 30.1 (15.8)
*The effect of share options is anti-dilutive where an organisation is loss-making. As a result, shares under option were excluded from the diluted earnings per share calculation in respect of the six months ended 30 June 2020.
10. Dividends
An interim dividend of 8.86p per share will be paid by 17 September 2021 to shareholders who are on the Company's register at close of business on 20 August 2021.
In light of the circumstances resulting from the COVID-19 pandemic, no interim or final dividend in respect of the year ended 31 December 2020 was paid.
11. Share-based payments
In April 2021, the 2018 Performance Awards vested and became exercisable. On 27 May 2021 all option holders exercised these options as well as the 2017 Performance Awards which had previously vested and become exercisable in September 2020.
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 GBP637,000. All equity-settled options were satisfied via the Employee Benefit Trust's market purchase of existing shares.
No options were exercised during 2020.
12. Goodwill and other intangible assets
Six months Six months Year ended
ended ended 31 December
30 June 2021 30 June 2020 2020
(unaudited) (unaudited) (audited)
GBP'000 GBP'000 GBP'000
Net book value
At the beginning of the period 119,533 119,260 119,260
Net additions 977 184 550
Net amortisation charge for the period (170) (236) (277)
At the end of the period 120,340 119,208 119,533
============= ============= ============
The carrying value of goodwill and other intangible assets principally consists of goodwill and franchise agreements of GBP119.8m (June 2020: GBP118.0m, December 2020: GBP118.9m).
a) Acquisitions - current period
On 24 May 2021, the Group acquired the trade and assets of two Jaguar Land Rover dealerships in Cheltenham and Gloucester. On 30 June 2021, the Group acquired the trade and assets of a Nissan dealership in Leicester. These acquisitions, by extending representation with existing brands in strategically important territories, are part of the Group's stated strategy to grow further scale with existing brand partners in new geographic territories.
The estimated identifiable assets and liabilities at the dates of acquisition are stated at their provisional fair values as set out below. The goodwill arising on these acquisitions is attributed to the expected synergies and benefits associated with the increased brand representation.
NBV of net assets acquired Fair value adjustments Total
GBP'000 GBP'000 GBP'000
Property, plant and equipment 7,730 (27) 7,703
Right-of-use assets 370 125 495
Inventories 3,028 - 3,028
Trade and other payables (315) (204) (519)
Lease liabilities (370) - (370)
Deferred tax liabilities - (371) (371)
Provisions (125) (125) (250)
Net assets acquired 10,318 (602) 9,716
Goodwill 334 602 936
Total cash consideration 10,652 - 10,652
========================== ====================== =======
The results of these dealerships were consolidated into the Group's results from the relevant date of acquisition. For the period from acquisition to 30 June 2021, 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 acquisitions had taken effect at the beginning of the reporting period in which the acquisitions occurred (1 January 2021), on a pro forma basis, the change in revenue and profit before tax of the combined Group for the six months ended 30 June 2021 would have been immaterial in the context of the Group.
Transaction costs arising on acquisitions in 2021 totalled GBP42,000. These costs have been recognised in net operating expenses in the Condensed Consolidated Statement of Comprehensive Income and are part of operating cash flows in the Condensed Consolidated Cash Flow Statement.
b) Acquisitions - comparative periods
No transactions took place during the six months ended 30 June 2020.
Information about the acquisition made in the second half of the year ended 31 December 2020 is presented in the 2020 Annual Report and Accounts available at www.mmhplc.com.
c) Impairment testing
For the purpose of impairment testing, goodwill and franchise agreements are allocated to a cash generating unit ("CGU"), or to the smallest group of CGUs where it is not possible to apportion the goodwill or intangible assets at the individual CGU level. Each CGU or group of CGUs to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for management purposes. Goodwill and intangible assets arising on business combinations are allocated to CGUs by determining which CGU is expected to benefit from the synergies of the business combination.
The Group's CGUs are groups of dealerships connected by manufacturer brand. The allocation of goodwill and indefinite life intangible assets to the CGU groups is as follows:
Goodwill Franchise Agreements
GBP'000 GBP'000
Volkswagen Group* 17,766 35,597
Mercedes-Benz/Smart 11,182 19,201
Jaguar/Land Rover 8,568 14,358
BMW/MINI 1,461 8,345
Other 3,342 22
Total 42,319 77,523
======== ====================
*Volkswagen Group includes Volkswagen, Audi, KODA and SEAT brands.
Impairment reviews of goodwill and intangible assets with an indefinite life are undertaken annually or more frequently if events or changes in circumstances indicate that carrying amounts may not be recoverable and a potential impairment may be required.
Impairment reviews were performed for all groups of CGUs for the year ended 31 December 2020. No indicators of impairment have been identified during the six months ended 30 June 2021, as a result, an impairment review as at 30 June 2021 is not required.
13. Property, plant and equipment
Freehold
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 2021 (unaudited)
Cost
At 1 January 2021 137,568 27,366 40,584 2,059 207,577
Additions at cost 6,498 90 1,193 1,973 9,754
Additions on acquisition 7,513 - 190 - 7,703
Disposals - (75) (1,860) (351) (2,286)
Transfers 1,522 311 510 (2,343) -
At 30 June 2021 153,101 27,692 40,617 1,338 222,748
---------- ------------- ---------- ------------- -------
Accumulated depreciation
At 1 January 2021 13,824 8,627 26,824 - 49,275
Charge for the period 1,036 1,215 2,830 - 5,081
Disposals - (56) (1,739) - (1,795)
At 30 June 2021 14,860 9,786 27,915 - 52,561
---------- ------------- ---------- ------------- -------
Net book value
At 30 June 2021 138,241 17,906 12,702 1,338 170,187
========== ============= ========== ============= =======
At 30 June 2021, the Group had capital commitments totalling GBP2.8m relating to ongoing construction projects.
Freehold
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 2020 (unaudited)
Cost
At 1 January 2020 135,621 26,969 45,167 1,685 209,442
Additions at cost - 239 1,332 2,292 3,863
Disposals - (679) (1,547) - (2,226)
Transfers 8 1,901 362 (2,271) -
At 30 June 2020 135,629 28,430 45,314 1,706 211,079
----------- -------------- ----------- -------------- --------
Accumulated depreciation
At 1 January 2020 12,443 8,621 29,085 - 50,149
Charge for the period 982 1,215 3,149 - 5,346
Disposals - (652) (1,429) - (2,081)
At 30 June 2020 13,425 9,184 30,805 - 53,414
----------- -------------- ----------- -------------- --------
Net book value
At 30 June 2020 122,204 19,246 14,509 1,706 157,665
=========== ============== =========== ============== ========
At 30 June 2020, the Group had capital commitments totalling GBP5.0m relating to ongoing construction projects.
Freehold
land and Leasehold Plant and Assets under
buildings improvements equipment construction Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
For the year ended 31 December 2020 (audited)
Cost
At 1 January 2020 135,621 26,969 45,167 1,685 209,442
Additions at cost 3,247 312 2,613 4,179 10,351
Additions on acquisition - 439 130 - 569
Disposals - (2,628) (8,832) - (11,460)
Transfer to assets held for sale (1,325) - - - (1,325)
Transfers 25 2,274 1,506 (3,805) -
At 31 December 2020 137,568 27,366 40,584 2,059 207,577
----------- -------------- ----------- -------------- ---------
Accumulated depreciation
At 1 January 2020 12,443 8,621 29,085 - 50,149
Charge for the year 2,002 2,488 6,229 - 10,719
Disposals - (2,474) (8,523) - (10,997)
Impairment - - 25 - 25
Transfer to assets held for sale (622) - - - (622)
At 31 December 2020 13,823 8,635 26,816 - 49,274
----------- -------------- ----------- -------------- ---------
Net book value
At 31 December 2020 123,745 18,731 13,768 2,059 158,303
=========== ============== =========== ============== =========
At 31 December 2020, the Group had capital commitments totalling GBP4.5m relating to ongoing construction projects.
More information about the transfer to assets classified as held for sale is disclosed in the 2020 Annual Report and Accounts available at www.mmhplc.com .
14. Fair value measurement
The carrying amounts and fair values of the Group's financial assets and financial liabilities are as below. The Group considers that the carrying amount of the following financial assets and financial liabilities are a reasonable approximation of their fair value: trade receivables, trade payables, bank loans and cash and cash equivalents. Therefore, these assets are not disclosed below.
All fair values shown in the table below are measured using observable inputs (Level 2). The fair value of mortgages is determined by reference to future contractual cash flows discounted using the prevailing market interest rates for facilities with similar characteristics.
Six months Six months Year ended
ended ended 31 December
30 June 2021 30 June 2020 2020
(unaudited) (unaudited) (audited)
Carrying amount Fair value Carrying amount Fair value Carrying amount Fair value
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Financial liabilities
Mortgages 4,062 3,402 4,703 3,742 4,383 3,607
There have been no transfers between levels in the fair value hierarchy during either 2021 or 2020.
Marshall Motor Holdings Plc
Independent Review Report to Marshall Motor Holdings Plc
Introduction
We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2021 which comprises the Condensed Consolidated Statement of Comprehensive Income, the Condensed Consolidated Balance Sheet, the Condensed Consolidated Statement of Changes in Equity, and the Condensed Consolidated Cash Flow Statement, and the related notes.
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
Directors' responsibilities
The interim report, including the financial information contained therein, is the responsibility of and has been approved by the Directors. The Directors are responsible for preparing the interim report in accordance with the rules of the London Stock Exchange for companies trading securities on AIM which require that the half-yearly report be presented and prepared in a form consistent with that which will be adopted in the Company's annual accounts having regard to the accounting standards applicable to such annual accounts.
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 Financial Reporting Council 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 six months ended 30 June 2021 is not prepared, in all material respects, in accordance with the rules of the London Stock Exchange for companies trading securities on AIM.
Use of our report
Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting the requirements of the rules of the London Stock Exchange for companies trading securities on AIM and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.
BDO LLP
Chartered Accountants
Southampton
9 August 2021
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Marshall Motor Holdings Plc
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 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.
Underlying Profit/(Loss) before Tax
2021 2020
Restated
GBP'000 GBP'000
Total continuing operating profit / (loss) as reported 43,903 (5,381)
Impact of non-underlying items:
Acquisition costs 42 -
Net release/recognition of restructuring costs (51) 518
Profit on disposal of assets classified as held for sale (85) (1,563)
Profit on disposal of investment property (913) -
------------- --------------
(1,007) (1,045)
Continuing underlying operating profit / (loss) 42,896 (6,426)
============= ==============
Like-for-like revenue
2021 2020
GBP'000 GBP'000
Total continuing revenue as reported 1,334,145 895,332
Impact of non like-for-like activities:
New dealerships acquired or opened in the last 12 months (18,819) -
Dealerships closed in the last 12 months - (17,735)
------------- --------------
(18,819) (17,735)
Continuing like-for-like revenue 1,315,326 877,597
============= ==============
Adjusted Net Cash
2021 2020
GBP'000 GBP'000
Cash and cash equivalents 61,944 32,711
Loans and borrowings (4,703) (5,344)
Lease liabilities (92,353) (104,849)
Total net debt as reported (35,112) (77,482)
Less: lease liabilities 92,353 104,849
Adjusted net cash 57,241 27,367
============== ==============
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END
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August 10, 2021 02:00 ET (06:00 GMT)
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