Directors’ report and fi nancial statements
Registered number 05754547
31 August 2012
8641 Cover Spreads.indd 1
21/12/2012 14:08
Contents
Chairman’s Statement ............................................................. 4
Operating and Financial Review ............................................. 7
Notes (continued)
11 Called up share capital
Directors’ report ......................................................................16
Authorised
2012
£000
2011
£000
Statement of directors’ responsibilities in respect of
the Directors’ Report and the fi nancial statements ..............18
Independent auditor’s report to the
members of Cambria Automobiles plc ..................................19
Consolidated statement of comprehensive income ............. 20
Consolidated statement of changes in equity ....................... 21
Consolidated statement of fi nancial position ...................... 22
Consolidated cash fl ow statement .........................................23
Notes ....................................................................................... 24
Company Balance Sheet ........................................................ 54
Company Reconciliation of
movements in shareholders’ funds ....................................... 55
Ordinary shares of 10 pence each
10,000
10,000
Allotted, called up and fully paid
Ordinary shares of 10 pence each
Shares classifi ed as liabilities
Shares classifi ed in shareholders funds
10,000
10,000
10,000
10,000
10,000
-
10,000
10,000
10,000
-
10,000
10,000
All of the shares rank pari passu, and no shareholder enjoys diff erent or enhanced voting rights from any other shareholder. All shares are eligible
Notes ....................................................................................... 56
for dividends and rank equally for dividend payments.
12 Share premium and reserves
At 1 September 2011
Profi t for the year
Dividend paid
At 31 August 2012
Share premium account
Profi t and loss account
£000
799
-
-
799
£000
2,852
1,264
(300)
3,816
13 Ultimate parent company and parent undertaking of larger group
In the opinion of the directors, the distribution of the ordinary shares and the rights attributing themselves to them means that there is no
overall controlling party of the Company.
22
2
8641 Cover Spreads.indd 2
63
21/12/2012 14:08
8641 AW.indd 3
333
21/12/2012 12:55
Chairman’s Statement
Our fi nancial year 2011/12 coincided with a challenging period for our industry, which saw the Cambria Automobiles plc (“Cambria”) achieve
revenues of £352.5 million and an underlying profi t before tax of £3.1 million.
Group Overview
It is now six years since Cambria was established and two and a half years since it was admitted to the London Stock Exchange AIM market. The
management, under the leadership our Chief Executive Mark Lavery, has sought to create a top 20 UK dealership group with a balanced portfolio
of manufacturer brands spanning the high luxury, premium and volume segments.
Much has been achieved towards reaching this target and Cambria now comprises a stable of 39 franchised dealerships spanning 16 brands,
with Vauxhall, Dacia and Abarth being new additions in the year under review. A key feature of our development has been to build the
business organically from our own resources, together with the close cooperation of our manufacturer partners, with due consideration to our
geographical focus and range of brand representation.
Crucially we have continued to remain faithful to our objective to minimise the creation of goodwill on acquisitions, but recognise that we may
pay goodwill for the right opportunity. To date the Group has focussed its acquisition and growth strategy through acquiring businesses and
assets that are underperforming. Indeed, in many cases the business has been in a distressed situation from a trading point of view. The Group’s
management have done an exceptional job in producing strong returns from distressed businesses. This now puts the Group in a position where
the Board can consider adding earnings enhancing acquisitions to the portfolio.
Our positive operational cash generation provides us with a strong ungeared balance sheet, a foundation for the development of the business
and we have a number of signifi cant opportunities under review in the current year. We, of course, remain focussed on providing superior
returns on shareholders’ funds, which reached 13.5% in the year reported.
4
8641 AW.indd 4
21/12/2012 12:55
The year to 31st August 2012 was a challenging one, although I am pleased to report that the second half was considerably stronger and in line
with our record second half performance achieved in 2011. Your board took action during the fi rst half to ameliorate the worst eff ects of the
testing UK car market, resulting in a signifi cant reduction in our ongoing operational cost base. These measures are now largely complete but
the discipline to seek effi ciencies in our operations wherever we can fi nd them remains ingrained in our culture.
I am confi dent that these results further underline the robustness of our business model and the eff ectiveness of our senior management team
in driving its implementation and that our continual focus upon tight management of costs, coupled with our lean operating procedures, will
further contribute to our future performance.
The improvement in our performance in the second half of the year continues into the opening months of our 12/13 fi nancial year, with signs that
the UK car market is performing more strongly as vehicle manufacturers face increasing challenges in continental European markets.
Financial Management
The Board places great importance on the prudent management of the Group’s fi nances. Our balance sheet has been further strengthened
by these results and for the fi rst time we are in a position of closing the year with net cash and the balance sheet further underpinned by our
ownership of freehold properties and by minimal goodwill. Liquidity remains high thanks to our banking facilities with Lloyds Banking Group.
This strong fi nancial position enables us to take advantage of acquisition opportunities as they arise.
Promethean
We announced in July that Promethean, a signifi cant founding shareholder in the Group, intended to distribute its shareholding, which
amounted to 33.32% of Cambria’s shares, to its own shareholders in specie. This distribution took place on 7 September 2012. Our broker
Canaccord Genuity supported us in managing the aftermarket of the transaction and we now have a strengthened institutional shareholder base
and considerably greater liquidity in our shares.
8641 AW.indd 5
5
21/12/2012 12:55
Chairman’s Statement (continued)
Key Relationships
Our lending bank Lloyds Banking Group and our other credit institutions have continued to support the Group and in particular have been
responsive to our acquisition programme recognising our strategy of prudent fi nancial management. Notwithstanding the continued criticism
to which UK lending banks are subjected, we are grateful for this continued strong support which will be important and a key diff erentiator in
capitalising on future acquisition opportunities.
Our relationship with the manufacturers that we represent is a core pillar of our business approach. The management team continues to develop
and maintain strong working relationships where Cambria is seen as an eff ective and valued business partner. We were pleased to add Vauxhall,
Dacia and Abarth as brand partners in the year and expect to expand further our brand representation during the course of the current year as
negotiations currently underway are concluded.
As announced in November 2011, Rodney Smith, one of the founding Directors, retired and in February 2012, Warren Scott, my predecessor
stepped down from the Board. On behalf of the Board and shareholders I would like to thank Rodney and Warren for their valued contribution
to the Group.
I would also like to thank the Cambria Associates who continue to demonstrate commitment through these challenging times.
Dividend
The Board is pleased to announce a 0.3p per share dividend for the year. It is the intention of the Board to maintain a progressive dividend policy.
Outlook
There has been a positive change in the new car market conditions since the beginning of the 2012 Calendar year and with the pressure on the
mainland European car markets, the UK appears to be performing well in comparison.
I am pleased to report that Cambria continues to maintain the momentum gained in the second half, and we enter the current fi nancial year with
confi dence, having produced a strong fi rst quarter, ahead of business plan and signifi cantly ahead of previous year.
Philip Swatman
Non-Executive Chairman
6
8641 AW.indd 6
21/12/2012 12:55
Operating and Financial Review
Chief Executive’s Review
Mark Lavery, Chief Executive said
Cambria has performed in line with our expectations and, after a particularly diffi cult fi rst half, has
produced a far better second half. The cost rationalisation programme carried out in the fi rst half is
now broadly completed and while we continue to look at areas where cost saving can be made, we are in a leaner position than
at the same point last year.
During the course of the year we completed the purchase of our fi rst Vauxhall business with the addition of Doves Vauxhall
Southampton to the portfolio, refurbishing the facility in line with manufacturer standards. We also purchased the freehold
of our Blackburn Volvo and Renault facility and disposed of our loss making Birmingham Pure Triumph business.
The Group has produced strong cash generation which for the fi rst time has left the Group in a net cash position with no
net gearing. The balance sheet and liquidity continue to improve and we have signifi cant facilities available for continued
expansion.
It is critical that the Group protects its balanced Brand portfolio with signifi cant interests in high luxury, premium and
volume brands and we hope to be in a position to announce further acquisitions in the near future. There has been a positive
change in new car market conditions since the beginning of the 2012 Calendar year. With the pressure on the mainland
European car markets, the UK appears to be performing well in comparison.
The Group has had a strong start to the current fi nancial year, ahead of business plan and signifi cantly ahead of previous
year. New car volumes are 8.6% ahead of last year with improved margin. I am pleased to report that our Guest Connect
programme is in its second year of operation and it is having a signifi cant eff ect on aftersales profi t contribution. I remain
confi dent that the Group will deliver an improved performance in our 2013 fi nancial year.
8641 AW.indd 7
21/12/2012 12:55
Operating and Financial Review
Cambria Automobiles plc announces its full year results for the fi nancial year ending 31st August 2012. Cambria is a franchised motor retail
group formed in 2006 and developed through a buy-and-build strategy. We have completed 8 corporate acquisitions to date and now represent
16 diff erent brands from 26 locations encompassing 39 new car and motorcycle franchises. The Group focuses on acquiring and improving
under-performing businesses where it believes the best shareholder returns can be achieved.
Revenue
Underlying EBITDA*
Underlying operating profi t*
Underlying profi t before tax*
Underlying net profi t margin*
EBITDA
Operating profi t
Profi t before tax
Non-recurring expenses
Net Assets
Net profi t margin
Underlying earnings per share*
Earnings per share
* these items exclude the non-recurring expenses of £0.39m (2011: £0.23m)
12 months Ended
31-Aug 2012
£m
12 months Ended
31-Aug 2011
£m
352.5
5.4
3.9
3.1
0.9%
5.0
3.5
2.7
0.4
21.5
0.78%
2.64p
2.34p
373.3
7.2
5.7
4.9
1.3%
6.9
5.5
4.7
0.2
19.5
1.25%
3.63p
3.47p
8
8641 AW.indd 8
21/12/2012 12:56
Operating and Financial Review (continued)
In presenting the fi nancial statements for the year to 31 August 2012, there has been a fall in our underlying pre-tax profi ts to £3.1m against a
previous year outcome of £4.9m. This result has been achieved in a period of signifi cant economic uncertainty and poor consumer confi dence
and during the fi rst half of the year we undertook a signifi cant cost rationalisation programme.
The underlying pre-tax profi t from the continuing operations was £3.5m, with the newly acquired Vauxhall business in Southampton making a
£0.22m loss and the Pure Triumph motorcycle dealership in Birmingham making a £0.14m loss before its disposal during the year.
During the fi rst half of the fi nancial year, the Group made an underlying pre-tax profi t of £1.1m, and £2m in the second half which, for the
continuing businesses, was broadly in line with the second half achieved in 2011, our record fi nancial year.
Financial Highlights
• Total revenue for the year of £352.5m, down from £373.3m in prior year
• Underlying Profi t before tax of £3.1m, versus £4.9m in prior year, in line with the Board’s expectation, refl ecting weaker new car volume and
profi tability particularly in the fi rst half of the year
• Continuing businesses made an underlying Profi t before tax of £3.5m with the acquired dealership making a loss of £0.22m and disposed
dealership making a loss of £0.14m
• Rationalisation programme implemented in the fi rst quarter with a one off cost of £0.3m signifi cantly reduced ongoing cost structure in like
for like businesses
• Underlying EBITDA of £5.4m
• Strong cash fl ows resulting in net cash of £0.1m, net gearing nil
• Group net assets at £21.5m
• Robust balance sheet position with only £0.3m of goodwill
• Underlying return on shareholders’ funds of 13.5 %
• Announcement of dividend for the year of 0.3p per share
Operational Highlights
• Total new vehicle unit sales decreased 5.4% year on year to 7,718 from 8,155 in 2011 against the Group’s Brand portfolio partners decrease in
registrations of 4.1%. The total new car market registrations increased 1.6% year on year
• The private retail element of the Group’s new car sales was fl at year on year against a market up 2.3% year on year
• New vehicle gross profi t reduced by £1.5m with margin reducing 0.4% impacted by eff ect of multiple pressures facing vehicle manufacturer
partners, particularly during the fi rst half
• Used vehicle gross profi t up £1.1m, and a 1% point margin improvement to 9.2%, against unit sales decrease of 2.7% year on year
• Aftersales revenues reduced by 0.8%, with gross profi ts decreasing £0.7m, impacted by the implementation of cost rationalisation programme
• Acquisition of the Group’s maiden Vauxhall business completed in September 2011, with integration progressing well, although the business
made losses of £0.22m
• First Abarth showroom opened in March 2012
• Disposal of Birmingham Triumph completed in May 2012 removing losses of £0.14m
• Purchase from cash fl ow of the Blackburn freehold property costing £0.9m, reducing the Group’s external rent cost by £0.08m pa.
Group Strategy
Since our incorporation in March 2006, we have continued to apply our focussed “buy-and-build” strategy of acquiring under-performing
motor dealership assets from internally generated funds. Following any acquisition, the Cambria management team implements new fi nancial,
operational controls and processes in order to rationalise, restructure and develop each individual dealership. This tailored approach ensures
the changes made to each dealership are sustainable and create shareholder value through achieving an appropriate contribution for the level of
investment. We have now completed eight separate transactions since our incorporation.
We continue with our three step approach to purchasing a new business – acquisition, integration, operation, as laid out below:
Acquisition
When acquiring new businesses we are diligent in ensuring that none of the contractual obligations that are taken on pursuant to the acquisition
upset the integrity of our balance sheet. This includes ensuring that leases refl ect market value and that any unusual contractual obligations are
addressed prior to acquisition to ensure that we avoid any legacy costs. Our Group balance sheet shows that on consolidation we have only £0.3m
of goodwill which has been generated across the eight acquisitions. We do not have any defi ned benefi t pension schemes. We have always taken
the approach that Cambria will not acquire any business unless there is a strong underlying business case to do so and our acquisitions have to
date and will continue to be funded from our own cash resources and credit facility unless there is a large and supremely compelling acquisition
opportunity that requires additional equity.
8641 AW.indd 9
9
21/12/2012 12:56
Operating and Financial Review (continued)
Integration
The integration process starts with an Associate engagement evening where our senior management present the Cambria “Four Pillar” culture
change programme. After this meeting, the Group integration team implements systems, processes and procedures to improve legislator
compliance i.e. FSA, Health & Safety etc. Newly acquired Associates are transferred to Cambria employment contracts with the compensation
and benefi ts commensurate with the particular business. A training needs analysis is conducted followed by the implementation of training
programmes for all relevant Associates in the new business.
Cambria is currently investing in the Cambria Academy which will develop and establish a training Academy for the Groups Associates, this is
critically important as the Group embarks on its next exciting period of expansion.
Operation
With any new acquisition, the standard fi nancial controls are implemented immediately ranging from individual cheque signatories to daily
reporting of vehicle sales and aftersales revenues, margins and other performance fi gures. We then implement our two growth strategies
(i) “Cambria Digital”, which is our internet social networking strategy for vehicle sales, and (ii) in aftersales we implement the “Duty of Care
Gearbox” which is designed to supply our guests with a one stop solution for all their vehicle maintenance needs.
We believe our three step approach gives us a signifi cant advantage particularly in diffi cult economic times.
Brand Partnerships
In line with our “buy-and-build” strategy, we have continued to work with existing Brand Partners and new potential Brand Partners with whom
we can develop Primary Brand Partner relationships (more than three franchises). During the year we have worked hard to improve those
businesses acquired during previous fi nancial years, and to integrate and develop the businesses that we have acquired and set up in the year
making signifi cant investment in the management of those businesses as well as in the property infrastructure.
During the year we have acquired our fi rst Vauxhall business and have refurbished the facility to align the site with Vauxhall requirements and
to make it a positive Guest experience when visiting the site. We continue to work with Vauxhall to identify acquisition opportunities to ensure
that the partnership develops, and that it becomes a Primary Brand partner.
We have added the Abarth franchise into our Preston facility, alongside its sister brand Fiat and have added Dacia as a value proposition into the
Renault showroom in Blackburn.
During the course of the year we worked with a number of new potential Brand Partners to identify acquisition opportunities within their
networks. We entered into a number of acquisition target negotiations, none of which concluded during the period under review.
Cambria has enjoyed the benefi ts of a strategically balanced brand portfolio with a strong mix of prestige/high luxury and volume businesses,
and intends to continue the buy and build strategy acquiring businesses that represent good value for our shareholders.
Prestige
Aston Martin
Alfa Romeo
Honda
Jaguar
Volvo
10
8641 AW.indd 10
Volume
Abarth
Citroen
Dacia
Fiat
Ford
Mazda
Nissan
Renault
Seat
Vauxhall
3
1
2
5
5
16
Motorcycle
Triumph
1
1
1
5
5
4
1
1
1
1
21
2
2
21/12/2012 12:56
Automobiles plc
Locations across the UK
Welwyn
Garden City
Brentwood
Wimbledon
Croydon
Southampton
Thanet
Tunbridge
Wells
Canterbury
Ashford
Maidstone
Gatwick
Horsham
Blackburn
Preston
Bolton
Bury
Oldham
Warrington
Wellingborough
Northampton
Woburn
Swindon
Exeter
8641 AW.indd 11
11
21/12/2012 12:56
Operating and Financial Review (continued)
Cambria’s balanced brand portfolio has seen us benefi t from the relative stability of the prestige/high luxury market.
When making acquisitions, the Board understands that the integration and maturing of the dealerships takes time and management investment.
Where we acquire businesses from distressed sales, the integration process typically takes longer, and we have to be conscious of the potential
dilution in earnings while we restructure and invest in these businesses.
We continue to promote the philosophy of stand alone autonomous business units where a local management team are empowered via our “four
pillar strategy” to run a local business unit. Cambria dealerships do not trade under the “Cambria” name but prefer to focus on local branding.
Cambria’s dealerships trade as “Grange”, “Doves”, “Dees”, “Invicta Motors”, “Pure Triumph” or “Motorparks” depending on the franchise and the
name in the local area. When acquiring a business, the Board consider the geographical location of the franchise and then chooses to either adopt
a new trading style or retain the existing business name.
New Car Sales
New vehicles - new vehicle revenue was down from £146.5m to £133.7m, with total new car and motorcycle sales down 5.4% from 7,718 units
compared with 8,155 in 2011. The new vehicle department gross profi t margin was 6.8% against 7.2% in 2011 and there was a £1.5m reduction in
Gross profi t. The reduced margin partly refl ecting the increased pressure that we experienced on margin retention as our manufacturer partners
experienced exchange rate pressure and a tougher consumer climate across Europe particularly in the back quarter of 2011. The European market
has seen signifi cant declines with European new car sales falling 7.3% in the 10 months to October 2012, and this has put increased pressure on our
manufacturer brand partners.
The new car performance of the Group was delivered against a backdrop of a 1.6% year on year increase in new vehicle registrations in the UK
for the period 1 September 2011 to 31 August 2012. The private registrations element of the new car market increased 2.3% year on year which
was a stark change in the market during the second half of the year. The Group’s Brand partners saw a combined 4.1% reduction in their total
registrations during the course of the year with some of our partners experiencing signifi cant volume reductions. The Group’s sale of new cars
to private individuals was fl at year on year. The sale of commercial and fl eet vehicles by the Group reduced 28% and 40% respectively compared
with prior year. The reduction was primarily the result of reduced supply terms between one of our manufacturer brand partners and a number of
commercial and fl eet customers during the period. This reduction in commercial and fl eet vehicles impacted new car gross profi t by only £0.08m.
Used Car Sales
Used vehicles – we have seen another strong performance in our used vehicle departments, although revenues decreased from £184.0m to £176.5m,
and the number of units sold decreased 2.7% from 14,217 to 13,826. The gross profi t generated increased by £1.1m to £16.2m with the margin
increasing from 8.2% to 9.2%. The major driver of the increased margin and profi tability was derived from the focus on sale of Finance and
Insurance products. The Group has also focussed on the tight management of its used vehicle inventories. Close control of the total level of
inventory as well as stock profi le and age has shown some benefi ts but the Board believes that there is still opportunity to improve further.
Aftersales
Aftersales – aftersales revenue decreased 0.7% year on year from £51.4m to £51.0m. Aftersales gross profi t decreased by 3.2% year on year to £21.3m,
in part refl ecting the short term impact of the cost reduction programme implemented towards the end of 2011 and in part refl ecting the reduced
0-3 year old car parc. The Group continues to review its processes for ensuring that we engage with all our guests to maximise the opportunity to
interact with them through our Guest Relationship Management programme which is our contact strategy involving the sale of service plans and
delivery of service and MOT reminders in a structured manner utilising all forms of digital media and traditional communication methods.
Outlook
There has been a positive change in new car market conditions since the beginning of the 2012 Calendar year and with the pressure on the mainland
European car markets, the UK appears to be performing well in comparison.
Whilst mindful of continued global economic uncertainty I am pleased to report that Cambria continues to maintain the momentum gained
in the second half of 2012. We enter the current fi nancial year with confi dence, having produced a strong fi rst quarter, exceeding management
expectations and signifi cantly ahead of previous year.
Our continued strong cash generation coupled by a net ungeared balance sheet and minimal goodwill continues to place us well to develop and
protect our balanced Brand portfolio. We continue to focus upon the development of our high luxury, premium and near premium brands and we
hope to be in a position to announce further acquisitions in the near future.
12
8641 AW.indd 12
21/12/2012 12:56
Operating and Financial Review (continued)
2012
Revenue
2012
Revenue
mix
£m
133.7
176.5
51.0
(8.7)
%
37.9
50.1
14.5
(2.5)
352.5
100.0
2012
Gross
Profi t
£m
9.0
16.2
21.3
46.5
(42.6)
3.9
(0.4)
3.5
2012
Margin
2011
Revenue
2011
Revenue
mix
%
6.8
9.2
41.8
£m
146.5
184.0
51.4
(8.6)
%
39.2
49.3
13.8
(2.3)
13.2
373.3
100.0
1.0
2011
Gross
Profi t
£m
10.5
15.1
22.0
47.6
(41.9)
5.7
(0.2)
5.5
2011
Margin
%
7.2
8.2
42.8
12.7
1.5
New Car
Used Car
Aftersales
Internal sales
Total
Operating expenses
Operating profi t before fl otation
and transaction expenses
Non-underlying expenses
Operating profi t
2012 total
2011 total
Year on year growth
7,718
13,826
8,155
14,217
288,114
279,523
(5.4%)
(2.7%)
3.1%
New units
Used units
Service hours
Mark Lavery
Chief Executive
8641 AW.indd 13
13
21/12/2012 12:56
Operating and Financial Review (continued)
Finance Director’s Report
Overview
Total revenues in the period decreased 5.6% to £352.5m from £373.3m in the prior year. The majority of the reduction came from new vehicle
sales where unit volumes were down 5.4% and revenues down 8.7%. Used car unit sales decreased 2.7% and overall revenues reduced by 4%.
Revenues from the aftersales businesses declined by 0.07% compared with the previous year.
Total gross profi t decreased by £1.1m (2.3%) from £47.6m to £46.5m in the year following the reduced new car volumes which accounted for £1.5m
of the reduction. Gross profi t margin across the Group improved from 12.7% to 13.2% refl ecting the change in revenue mix with the reduction
in new car sales. The used vehicle margin improved as a result of stronger profi t per unit at 9.2%. The aftersales operations contributed 45.8%
of the total gross profi t for the Group compared to 46.2% in the previous period, at a gross profi t margin of 41.8%.
Underlying operating expenses for the continuing businesses were reduced by £1.1m year on year, although following the addition of Southampton
the Group’s underlying administrative expenses, increased to £42.6m from £41.8m.
During the fi nancial year, the Group incurred non-underlying expenses of £0.1m in relation to transaction costs and opening new franchises,
and £0.3m in relation to redundancy costs associated with the cost rationalisation initiatives.
The underlying EBITDA in the period was £5.4m from £7.2m in the previous year. Underlying operating profi t was £3.9m compared to £5.7m in
the previous year, resulting in an operating margin of 1.1% (2011: 1.5%).
Net fi nance expenses remained at £0.8m.
The Group’s underlying profi t before tax was £3.1m in comparison with £4.9m in the previous year. The acquisitions and disposals accounted
for losses of £0.4m in the year.
The underlying earnings per share were 2.64p (2011: 3.63p). Basic earnings per share were 2.34p (2011: 3.47p), and the Group’s underlying return
on shareholders’ funds for the year was 13.5% (2011: 22.7%).
Taxation
The Group tax charge was £0.4m (2011: £1.2m) representing an eff ective rate of tax of 14.3% (2011: 25.6%) on the profi t before tax of £2.7m (2011:
£4.7m). The tax rate is low in the reporting period as a result of the recognition of a deferred tax asset and an element of a specifi c capital
allowances claim. The anticipated tax charge for 2013 is dependent on the outcome of the capital allowances claim, in the event no further
capital allowances are recognised, the eff ective tax rate will increase in 2013 back to 2011 levels.
Financial Position
The Group has a robust balance sheet with a net asset position of £21.5m under-pinned by £23.1m of freehold and long leasehold property.
Refl ecting our prudent approach to fi nancial management the Group has only £0.3m of goodwill on the balance sheet. Secured against the
freehold and long leasehold property are mortgages amounting to £11.4m, each of the loans have diff erent repayment profi les between seven
and ten years, and bear interest at between base plus 1.25% and LIBOR plus 3%. During the fi nancial year the Group comfortably met the bank
covenants attaching to these borrowings.
The net cash position of the Group as at 31 August 2012 was £0.1m (2011: net debt £1.0m), refl ecting a cash position of £11.5m (2011: £11.7m). The
Group’s gearing at 31 August 2012 was (0.6%), reduced from 5.2% in 2011.
The Group uses term loan facilities to fund the purchase of freehold and long leasehold properties, stocking loans to fund the acquisition of
consignment, demonstrator and used vehicles and has a £4m overdraft facility which is used to manage seasonal fl uctuations in working capital.
The overdraft facilities are renewable annually and are next due in February 2013.
14
8641 AW.indd 14
21/12/2012 12:56
Operating and Financial Review (continued)
The Group has arranged a £5m Revolving Credit Facility which is available for draw down against new business acquisitions and freehold
property purchases. This additional funding facility gives us signifi cant liquidity to identify and approach acquisition targets. Total facilities
available including cash reserves equate to £20.5m.
Cashfl ow and Capital Expenditure
The Group generated an operating cash infl ow of £3m with working capital increasing by £0.5m as a result of the acquired business and a total
of £1.4m in capital expenditure.
Capital expenditure included the acquisition of the freehold property in Blackburn for £0.9m, the refurbishment of the Vauxhall site in
Southampton, the development of the Abarth showroom in Preston, and the acquisition of the Southampton business.
During the year capital repayments of £1.34m were made against the total term loans outstanding. The capital repayments due in the fi nancial
year to 31 August 2013 are £1.35m.
As a result of the net cash outfl ow of £0.2m, the cash position was £11.5m, with gross debt decreasing by £1.34m to £11.4m and overall net debt
reduced from £1m to net cash of £0.1m.
Shareholders’ Funds
There are 100,000,000 ordinary shares of 10p each with a resulting share premium of £0.8m. There were no new funds raised during the year
therefore the share capital and share premium account remain at £10.8m consistent with prior year. All ordinary shares rank pari passu for both
voting and dividend rights.
Pension Schemes
The Group does not operate any defi ned benefi t pension schemes, and has no liability arising from any such scheme. The Group made
contributions amounting to £0.15m to defi ned contributions schemes for certain employees.
Financial Instruments
The Group does not have any contractual obligation under any fi nancial instruments with respect to the hedging of interest rate risk.
Dividends
The Board is pleased to announce that it will make a dividend payment in respect of the fi nancial year to 31 August 2012 of 0.3p per share as a
full and fi nal dividend payment. If approved by the shareholders at the Annual General Meeting to be held on 21 January 2013, the dividend will
be payable on 25 January 2013 to those shareholders registered on 28 December 2012. The Board aims to maintain a progressive dividend policy
but intends to ensure that the payment of dividend does not detract from its primary strategy to continue to “buy-and-build” and to grow the
Group using existing resources.
James Mullins
Finance Director
8641 AW.indd 15
15
21/12/2012 12:56
Directors’ report
The directors present their directors’ report and fi nancial statements for the year ended 31 August 2012.
Principal activities
Cambria’s principal activities are the sale and servicing of motor vehicles and the provision of ancillary services. The Group operates from 26
sites with a total of 39 dealer franchises.
Enhanced Business Review
All details required are covered in the Chairman’s Statement and the Operating and Financial Review between pages 1 and 10.
Cambria Business Philosophy
Cambria’s culture – The Four Pillars
The Group works hard to instil a group culture. This culture is built around four pillars which are:
Pillar One - Associate delight
The Directors believe that Associates are the Company’s most important asset and therefore members of the team are not referred to as members
of staff or employees, but rather as “Associates”. The Directors want all Associates to be proud to be associated with the Group and to be given
the autonomy to make decisions that aff ect the running of “their” business. The Directors promote internal development and foster a culture
whereby associates feel they can achieve their career aspirations with Cambria. Equally, Cambria invests in its Associates in order for them to
achieve their full potential within the Group.
Pillar Two - Guest delight
Cambria Associates are encouraged to treat all customers at all times, in the way that they would treat a guest visiting their own home. The
Directors believe that associate empowerment is key to achieving this goal and the Directors believe that the organisation must be transparent
and open at all times generating empathy with the diverse guest base of the Group.
Pillar Three - Brand delight
The Group’s goal is to become the retailer of choice for all of the automotive manufacturers that it represents. This pillar focuses on achieving
the following goals:
• brand vehicle sales objectives
• brand part sales objectives
• top half placing in brand customer satisfaction surveys
• the development of a trusting relationship with brand personnel from the manufacturer partners
Pillar Four - Stakeholder delight
The Group aims to provide satisfaction to its Stakeholders. It seeks to achieve this through:
• disclosing timely and accurate information providing Stakeholders with a detailed understanding of business performance; and
• communicating openly and transparently.
Primary Risks
The primary risk to the Group is the continuing decline in the UK economy, volatility in the new and used car markets and the changes made by
our manufacturer brand partners to the pricing and margin structure on the new vehicles that we sell. Through implementing tight controls and
building a strong operational Group infrastructure, the Directors believe they are taking all possible steps to protect the business.
The Group also has exposure to movements in interest rate due to the variable nature of the term loans.
16
8641 AW.indd 16
21/12/2012 12:56
Directors’ report (continued)
Proposed dividend
The directors recommend the payment of a full and fi nal dividend for 2012 of 0.3p per share which equates to £300,000 (2011: £300,000). If
approved at the Annual General Meeting to be held on 21 January 2013, the dividend will be payable on 25 January 2013 to those shareholders
registered on 28 December 2012.
Directors
The directors who held offi ce during the year were as follows:
P H Swatman (appointed 3 April 2012)
W Scott (resigned 3 April 2012)
M J J Lavery
R P Smith (resigned 30 November 2011)
M W Burt
J A Mullins
Sir P A Burt
All directors benefi ted from qualifying third party indemnity provisions in place during the fi nancial period.
Associates
The Group recognises the benefi t of keeping associates informed of group aff airs and the views of associates are given full consideration at
regular meetings with their representatives.
Full and fair consideration is given to the employment of disabled persons, who are treated no diff erently from other associates as regards
recruiting, training, career development and promotion opportunities. For people who may become disabled, in the course of employment, the
Group will make every eff ort to accommodate them in suitable alternative employment.
Political and charitable contributions
During the year, the Company made a charitable donation of £10,000 to BEN, the Motor And Allied Trades Benevolent Fund (2011: £nil). The
Group and its Associates also support BEN through a payroll giving scheme.
Neither the Company nor any of its subsidiaries made any political donations or incurred any political expenditure during the year (2011: £nil).
Disclosure of information to auditor
The directors who held offi ce at the date of approval of this directors’ report confi rm that, so far as they are each aware, there is no relevant audit
information of which the Company’s auditor is unaware; and each director has taken all the steps that he ought to have taken as a director to
make himself aware of any relevant audit information and to establish that the company’s auditor is aware of that information.
Auditor
In accordance with Section 489 of the Companies Act 2006, a resolution for the re-appointment of KPMG Audit Plc as auditor of the Company
is to be proposed at the forthcoming Annual General Meeting.
By order of the board
James Mullins
Director
Dorcan Way, Swindon, SN3 3RA
13 December 2012
8641 AW.indd 17
17
21/12/2012 12:56
Statement of directors’ responsibilities in respect of the Directors’ Report and the
fi nancial statements
The directors are responsible for preparing the Directors’ Report and the group and parent company fi nancial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare fi nancial statements for each fi nancial year. As required by the AIM rules of the London Stock
Exchange they are required to prepare the group fi nancial statements in accordance with IFRSs as adopted by the EU and applicable law and
have elected to prepare the parent company fi nancial statements in accordance with UK Accounting Standards and applicable law (UK Generally
Accepted Accounting Practice).
Under company law the directors must not approve the fi nancial statements unless they give a true and fair view of the state of aff airs of the
group and parent company and of their profi t or loss for that period.
In preparing each of the group and parent company fi nancial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and estimates that are reasonable and prudent;
• for the group fi nancial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU
• for the parent company fi nancial statements state whether applicable UK Accounting Standards have been followed, subject to any material
departures disclosed and explained in the parent company fi nancial statements;
• prepare the fi nancial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will
continue in business.
The directors are responsible for keeping adequate accounting records that are suffi cient to show and explain the parent company’s transactions
and disclose with reasonable accuracy at any time the fi nancial position of the parent company and enable them to ensure that its fi nancial
statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the group and to prevent and detect fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and fi nancial information included on the company’s website.
Legislation in the UK governing the preparation and dissemination of the fi nancial statements may diff er from legislation in other jurisdictions.
18
8641 AW.indd 18
21/12/2012 12:56
KPMG Audit plc
Arlington Business Park
Reading
Berkshire
RG7 4SD
Independent auditor’s report to the members of Cambria Automobiles plc
We have audited the fi nancial statements of Cambria Automobiles plc for the year ended 31 August 2012 which comprise the Group Statement
of Financial Position and Parent Company Balance Sheet, the Group Statement of Comprehensive Income, the Group Statement of Changes in
Equity, the Group Statement of Cash Flow, the Parent Company Reconciliation of Movements in Shareholders’ Funds and the related notes. The
fi nancial reporting framework that has been applied in the preparation of the group fi nancial statements is applicable law and International
Financial Reporting Standards (IFRS) as adopted by the EU. The fi nancial reporting framework that has been applied in the preparation of the
parent company fi nancial statements is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice).
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’ report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company
and the company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ Responsibilities Statement set out on page 18, the directors are responsible for the preparation of the
fi nancial statements and for being satisfi ed that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the
fi nancial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us
to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors
Scope of the audit of the fi nancial statements
A description of the scope of an audit of fi nancial statements is provided on the APB’s web-site at www.frc.org.uk/apb/scope/private.cfm.
Opinion on fi nancial statements
In our opinion:
• the fi nancial statements give a true and fair view of the state of the group’s and of the parent company’s aff airs as at 31 August 2012 and of the
group’s profi t for the year then ended;
• the group fi nancial statements have been properly prepared in accordance with IFRSs as adopted by the EU;
• the parent company fi nancial statements have been properly prepared in accordance with UK Generally Accepted Accounting Practice;
• the fi nancial statements have been prepared in accordance with the requirements of the Companies Act 2006
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Directors’ Report for the fi nancial year for which the fi nancial statements are prepared is consistent
with the fi nancial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following. Under the Companies Act 2006 we are required to report to you if, in our opinion:
• adequate accounting records have not been kept, by the parent company, or returns adequate for our audit have not been received from
branches not visited by us; or
• the parent company fi nancial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specifi ed by law are not made; or
• we have not received all the information and explanations we require for our audit.
Ian Brokenshire (Senior Statutory Auditor) 13 December 2012
for and on behalf of KPMG Audit plc, Statutory Auditor
Chartered Accountants
Arlington Business Park
Reading
Berkshire
RG7 4SD
8641 AW.indd 19
19
21/12/2012 12:56
Consolidated Statement of comprehensive income
for year ended 31 August 2012
Revenue
Cost of sales
Gross Profi t
Administrative expenses
Results from operating activities
Finance income
Finance expenses
Net fi nance expenses
Profi t before tax from operations before non-recurring expenses,
acquisitions and disposals
Trading loss from branch acquired in year
Trading loss from branch disposed in year
Non-recurring expenses
Profi t before tax
Taxation
Profi t and total comprehensive income for the period
Note
3
4
4
9
9
5
4
10
2012
£000
352,535
2011
£000
373,303
(306,017)
(325,748)
46,518
47,555
(43,019)
(42,055)
3,499
5,500
54
(820)
(766)
3,486
(217)
(142)
(394)
2,733
(393)
2,340
38
(882)
(844)
4,974
-
(87)
(213)
4,656
(1,190)
3,466
3.47p
Basic and diluted earnings per share
8
2.34p
All comprehensive income is attributable to owners of the parent company
20
8641 AW.indd 20
21/12/2012 12:56
Consolidated Statement of changes in equity
for year ended 31 August 2012
Note
Share capital Share premium Retained earnings
Total equity
£000
£000
£000
£000
Balance at 31August 2010
Profi t for the year
10,000
-
799
-
5,236
16,035
3,466
3,466
Balance at 31 August 2011
10,000
799
8,702
19,501
Profi t for the year
Dividend paid
21
-
-
-
-
2,340
(300)
2,340
(300)
Balance at 31 August 2012
10,000
799
10,742
21,541
8641 AW.indd 21
21
21/12/2012 12:56
Consolidated Statement of fi nancial position
at 31 August 2012
Note
2012
£000
2011
£000
Non-current assets
Property, plant and equipment
Intangible assets
Deferred tax asset
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total assets
Current liabilities
Other interest-bearing loans and borrowings
Trade and other payables
Taxation
Provisions
Non-current liabilities
Other interest-bearing loans and borrowings
Provisions
Other payables
Total liabilities
Net assets
Equity attributable to equity holders of the parent
Share capital
Share premium
Retained earnings
Total equity
11
12
13
14
15
16
17
18
20
17
20
13
21
25,751
25,676
391
626
470
356
26,768
26,502
56,342
7,123
11,503
57,460
6,905
11,702
74,968
76,067
101,736
102,569
(1,352)
(67,829)
(460)
(41)
(1,352)
(69,109)
(652)
(41)
(69,682)
(71,154)
(10,020)
(11,358)
(54)
(439)
(95)
(461)
(10,513)
(11,914)
(80,195)
(83,068)
21,541
19,501
10,000
799
10,742
10,000
799
8,702
21,541
19,501
These fi nancial statements were approved by the board of directors on 13 December 2012 and were signed on its behalf by:
Mark Lavery
Director
Company registered number: 05754547
22
8641 AW.indd 22
21/12/2012 12:57
Consolidated Cash Flow Statement
for year ended 31 August 2012
Notes
Cash fl ows from operating activities
Profi t for the year
Adjustments for:
Depreciation, amortisation and impairment
11/12
Financial income
Financial expense
Loss on sale of property, plant and equipment
Profi t on disposal of branch
Taxation
Non recurring expenses
Decrease/(increase) in trade and other receivables
Decrease/(increase) in inventories
(Decrease)/increase in trade and other payables
Decrease in provisions
Interest paid
Tax paid
Non recurring expenses
Net cash from operating activities
Cash fl ows from investing activities
Interest received
Acquisition of branch by trade and assets purchase
Acquisition of property, plant and equipment
Acquisition of other intangible assets
Disposal of branch by trade and assets sale
Net cash from investing activities
Cash fl ows from fi nancing activities
Interest paid
Repayment of borrowings
Dividend paid
Net cash from fi nancing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at 1 September
Cash and cash equivalents at 31 August
9
9
2
10
5
5
2
2
16
16
2012
£000
2,340
1,479
(54)
820
-
(81)
393
394
5,291
(218)
1,002
(1,289)
(41)
4,745
(493)
(877)
(394)
2,981
54
(313)
(1,437)
-
481
(1,215)
(327)
(1,338)
(300)
(1,965)
(199)
11,702
11,503
2011
£000
3,466
1,422
(38)
882
1
-
1,190
231
7,154
1,033
4,975
(5,787)
(357)
7,018
(531)
(952)
(231)
5,304
38
-
(1,495)
(74)
-
(1,531)
(351)
(986)
-
(1,337)
2,436
9,266
11,702
8641 AW.indd 23
23
21/12/2012 12:57
Notes
(forming part of the fi nancial statements)
1 Accounting policies
Cambria Automobiles plc is a company which is quoted on the AIM Market of the London Stock Exchange plc and is incorporated and domiciled
in the United Kingdom. The address of the registered offi ce is Swindon Motor Park, Dorcan Way, Swindon, SN3 3RA. The registered number
of the company is 05754547.
These fi nancial statements as at 31 August 2012 consolidate those of the Company and its subsidiaries (together referred to as the “Group”). The
parent company fi nancial statements present information about the Company as a separate entity and not about its group.
The Group fi nancial statements have been prepared and approved by the directors in accordance with International Financial Reporting
Standards as adopted by the EU (“Adopted IFRS”). The Company has elected to prepare its parent company fi nancial statements in accordance
with UK GAAP; and these are presented on pages 54 to 64.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in the fi nancial statements.
Judgements made by the directors in the application of these accounting policies that have signifi cant eff ect on the fi nancial statements and
estimates with a signifi cant risk of material adjustment in the next year are discussed at the end of this note.
Basis of preparation
The fi nancial statements are prepared under the historical cost convention.
The directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook.
The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable
future. Thus they continue to adopt the going concern basis in preparing the annual fi nancial statements.
Further information regarding the company’s business activities together with the factors likely to aff ect its future development, performance
and position is set out in the Directors’ Report on pages 16 to 17.
Basis of consolidation
The fi nancial statements consolidate the fi nancial statements of the Company together with its subsidiary companies.
Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the fi nancial
and operating policies of an entity so as to obtain benefi ts from its activities. In assessing control, potential voting rights that are currently
exercisable or convertible are taken into account. The fi nancial information of subsidiaries is included from the date that control commences
until the date that control ceases.
All business combinations are accounted for by applying the purchase method. The cost of an acquisition is measured as the fair value of the
assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifi able assets acquired and liabilities
and contingent liabilities assumed in a business combination are initially measured at fair value at the acquisition date irrespective of the extent
of any minority interest. Any contingent consideration payable is recognised at fair value at the acquisition date. Subsequent changes to the fair
value of the contingent consideration are recognised in profi t or loss.
The excess of the cost of an acquisition over the fair values of the Group’s share of identifi able assets and liabilities acquired is recognised as
goodwill. If the fair value of identifi able assets and liabilities acquired (i.e. discount on acquisition) exceeds the cost of the business combination,
the diff erence is recognised directly in profi t or loss.
Inter-company transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated on consolidation.
24
8641 AW.indd 24
21/12/2012 12:57
Notes (continued)
(forming part of the fi nancial statements)
Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief
operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identifi ed
as the Chief Executive Offi cer.
All revenue generated and non-current assets held are attributable to UK operations only.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services
provided in the normal course of business, net of discounts and VAT.
Sales of motor vehicles, parts and accessories are recognised when the signifi cant risks and rewards of ownership have been transferred to the
buyer. In general this occurs when vehicles or parts are delivered to the customer and title has passed. Manufacturer incentives are recognised
as revenue when earned. Servicing and bodyshop sales, including warranty work, are recognised on completion of the agreed work. Finance
commission revenue is recognised as the related vehicles are sold.
Deposits received from customers
Deposits received from customers prior to the completion of a sale (delivery of vehicle) are included in the accounts as creditors falling due
within one year.
Financing income and expenses
Financing expenses comprise interest payable, fi nance charges on shares classifi ed as liabilities, stocking interest charge on consignment
and used vehicles and fi nance leases. Financing income comprises interest receivable on funds invested and interest credits received from
manufacturers on stock management.
Borrowing costs are recognised in the period in which they are incurred.
Interest income and interest payable is recognised in profi t or loss as it accrues, using the eff ective interest method.
Operating profi t
Operating profi t relates to profi t before fi nance income, fi nance expense and income tax expense.
8641 AW.indd 25
25
21/12/2012 12:57
Notes (continued)
(forming part of the fi nancial statements)
1 Accounting policies (continued)
Intangible assets
Goodwill
Goodwill represents the excess between the cost of an acquisition of a subsidiary compared to the net fair value of the identifi able assets,
liabilities and contingent liabilities, and recognition of identifi able intangibles at the date of acquisition. Identifi able intangibles are those which
can be sold separately or which arise from legal rights regardless of whether those rights are separable.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units of the acquiree which represent
the smallest identifi able group of assets that generates cash infl ows that are largely independent of the cash infl ows from other assets or groups
of assets. Goodwill is not amortised but is tested annually for impairment. Any impairment is recognised immediately in the statement of
comprehensive income and is not subsequently reversed.
Other intangible assets
Expenditure on internally generated goodwill and brands is recognised as an expense as incurred.
Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and accumulated impairment losses.
Amortisation
Amortisation is charged on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefi nite. Intangible
assets with an indefi nite useful life and goodwill are systematically tested for impairment at each year. Other intangible assets are amortised
from the date they are available for use. The estimated useful lives are as follows:
Computer software
Order book
Customer list
3 – 5 years
6 months following date of acquisition
3 years following date of acquisition
The fair value of customer lists on acquisition have been calculated using discounted cash fl ows. The fair value of the order book on acquisition
has been calculated based on margins associated with deposits for future sales held at the date of acquisition.
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.
Where parts of an item of property, plant and equipment have diff erent useful lives, they are accounted for as separate items of property, plant
and equipment.
Depreciation is charged on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Land is
not depreciated. The estimated useful lives are as follows:
• freehold buildings
• leasehold properties
• plant and machinery
• fi xtures and fi ttings
• computer equipment
50 years
over the lifetime of the lease
5 to 10 years
5 to 10 years
3 to 5 years
Depreciation methods, useful lives, residual values and possible impairments have been reviewed at the year end. As a result of this review, no
impairment charge has been deemed necessary for the period.
26
8641 AW.indd 26
21/12/2012 12:57
Notes (continued)
(forming part of the fi nancial statements)
Impairment of assets excluding inventories
The carrying amounts of the Group’s assets, are reviewed at each year end to determine whether there is any indication of impairment; an asset
is considered to be impaired if objective evidence indicates that one or more events have had a negative eff ect on the estimated future cash fl ows
of that asset. If any such indication exists, the asset’s recoverable amount is estimated.
For goodwill, assets that have an indefi nite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated
at each year end.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount.
Impairment losses are recognised in income.
Impairment losses recognised in respect of cash-generating units are allocated fi rst to reduce the carrying amount of any goodwill allocated to
cash-generating units and then to reduce the carrying amount of the other assets in the unit on a pro rata basis. A cash generating unit is the
smallest identifi able group of assets that generates cash infl ows that are largely independent of the cash infl ows from other assets or groups of
assets.
For an asset that does not generate largely independent cash infl ows, the recoverable amount is determined for the cash-generating unit to
which the asset belongs.
Reversals of impairment
An impairment loss in respect of trade and other receivables carried at amortised cost is reversed if the subsequent increase in recoverable
amount can be related objectively to an event occurring after the impairment loss was recognised.
An impairment loss in respect of goodwill is not reversed.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Inventories
Inventories are stated at the lower of cost and net realisable value. In determining the cost of motor vehicles, the actual amount paid and payable
to date for each vehicle is used, for spare parts and service items cost is based on the fi rst-in fi rst-out principle. An appropriate provision is made
for obsolete or slow moving items.
New vehicles on consignment from manufacturers are included in the Statement of Financial Position with a corresponding liability in creditors
due within one year. This stock is considered to be under the control of the Group as it is considered that the Group bears all the risks and
rewards or ownership, even though legal title has not yet passed.
Consignment stock is held for a maximum period (which varies between manufacturers) before becoming due for payment. Part of the
consignment period is interest free and the remaining periods are interest bearing (periods and charges vary between manufacturers but
interest is generally linked to LIBOR).
Used motor vehicles are stated at the lower of cost or net realisable value, by reference to Glass’s Guide or CAP data.
Demonstrator vehicles are held within inventories at the lower of cost and net realisable value.
Vehicle funding and stocking loans form part of the Group’s working capital and are recognised at the fair value of the amount due to the facility
provider.
8641 AW.indd 27
27
21/12/2012 12:57
Notes (continued)
(forming part of the fi nancial statements)
1 Accounting policies (continued)
Financial Instruments
Classifi cation of fi nancial instruments issued by the Group
Financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions:
a) they include no contractual obligations upon the group to deliver cash or other fi nancial assets or to exchange fi nancial assets or fi nancial
liabilities with another party under conditions that are potentially unfavourable to the group; and
b) where the instrument will or may be settled in the company’s own equity instruments, it is either a non-derivative that includes no obligation
to deliver a variable number of the company’s own equity instruments or is a derivative that will be settled by the company’s exchanging a
fi xed amount of cash or other fi nancial assets for a fi xed number of its own equity instruments.
To the extent that this defi nition is not met, the proceeds of issue are classifi ed as a fi nancial liability. Where the instrument so classifi ed takes
the legal form of the company’s own shares, the amounts presented in the historical fi nancial information for called up share capital and share
premium account exclude amounts in relation to those shares.
Non-derivative fi nancial instruments
Non-derivative fi nancial instruments comprise, trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and
other payables.
Trade and other receivables
Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the
eff ective interest method, less any impairment losses.
Trade and other payables
Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the
eff ective interest method.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part
of the Group’s cash management are included as a component of cash and cash equivalents for the purpose only of the cash fl ow statement.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-
bearing borrowings are stated at amortised cost using the eff ective interest method.
28
8641 AW.indd 28
21/12/2012 12:57
Notes (continued)
(forming part of the fi nancial statements)
1 Accounting policies (continued)
Taxation
Tax on the profi t or loss for the year comprises current and deferred tax. Tax is recognised except to the extent that it relates to items recognised
in other comprehensive income, in which case it is recognised in other comprehensive income.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet
date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary diff erences between the carrying amounts of assets and liabilities for fi nancial reporting purposes and
the amounts used for taxation purposes. The following temporary diff erences are not provided for: the initial recognition of goodwill; the
initial recognition of assets or liabilities that aff ect neither accounting nor taxable profi t other than in a business combination, and diff erences
relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax
provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or
substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profi ts will be available against which the temporary
diff erence can be utilised.
Employee benefi ts
Defi ned contribution plans
A defi ned contribution plan is a post-employment benefi t plan under which the company pays fi xed contributions into a separate entity and
will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defi ned contribution pension plans are
recognised as an expense as incurred.
Leasing
Leases in which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classifi ed as fi nance leases. Where
land and buildings are held under leases the accounting treatment of the land is considered separately from that of the buildings. Leased
assets acquired by way of fi nance lease are stated at an amount equal to the lower of their fair value and the present value of the minimum lease
payments at inception of the lease, less accumulated depreciation and less accumulated impairment losses. Lease payments are accounted for
as described below.
Operating lease payments
Payments made under operating leases are recognised in the statement of comprehensive income on a straight-line basis over the term of the
lease. Lease incentives received are recognised as an integral part of the total lease expense.
Finance lease payments
Minimum lease payments are apportioned between the fi nance charge and the reduction of the outstanding liability. The fi nance charge is
allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Provisions
A provision is recognised in the Statement of Financial Position when the Group has a present legal or constructive obligation as a result of a past
event, that can be reliably measured and it is probable that an outfl ow of economic benefi ts will be required to settle the obligation.
8641 AW.indd 29
29
21/12/2012 12:57
Notes (continued)
(forming part of the fi nancial statements)
1 Accounting policies (continued)
IFRS not yet applied
A number of new standards, amendments to standards and interpretations are eff ective for annual periods beginning after 1 January 2012, and
have not been applied in preparing these consolidated fi nancial statements. Those which may be relevant to the Group are set out below. The
Group does not plan to adopt these standards early and their adoption is not expected to have a material eff ect on the fi nancial statements unless
otherwise indicated:
• IFRS 9 Financial Instruments – IFRS 9 introduces new requirements for the classifi cation and measurement of fi nancial assets, based upon
the business model in which they are held and the characteristics of their contractual cash fl ows. IFRS 9 will be eff ective for annual periods
beginning on or after 1 January 2015 with early adoption permitted.
• IFRS 13 Fair Value Measurement – IFRS 13 provides a single source of guidance on how fair value is measured, and replaces the fair value
measurement guidance that is currently dispersed throughout IFRS. The Group may therefore need to review its methodologies used in
determining fair values. IFRS 13 will be eff ective for annual periods beginning on or after 1 January 2013 with early adoption permitted.
Critical accounting judgements in applying the Group’s accounting policies
Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future
events that are believed to be reasonable under the circumstances.
Certain critical accounting judgements in applying the Group’s accounting policies are described below:
Goodwill and property portfolio impairment
The carrying values of goodwill and property are tested annually for impairment, for goodwill by using cash fl ow projections for each cash
generating unit, and for property by comparing the carrying value to the higher of value in use or market value.
Intangible assets
On the acquisition of Grange Motors (Swindon) Limited in the period ended 31 August 2007, a third party valuation has been carried out on the
intangible assets that are pertinent to the motor business. This included consideration of franchise rights, brand, and other intangible assets.
The directors apply the principles of the external valuation of the intangibles on the Swindon acquisition to subsequent acquisitions and have
concluded that intangibles arising on subsequent acquisitions are immaterial.
Consignment inventories
Consignment vehicles are regarded as being eff ectively under the control of the Group and are included within inventories in the Statement of
Financial Position as the Group has the signifi cant risks and rewards of ownership even though legal title has not yet passed, if the vehicles are
not sold in the consignment period the group has the obligation to purchase. The corresponding liability is included in trade and other payables.
Deferred tax
Deferred tax assets and liabilities require management judgement in determining the amounts to be recognised. In particular judgement is used
when assessing the extent to which deferred tax assets should be recognised with consideration given to the timing and level of future taxable
income.
Non-recurring expenses
Non-recurring expenses are items which derive from events or transactions that are outside the normal course of business, and do not directly
relate to the on-going operations, therefore have been separately disclosed in order for the fi nancial statements to present a true and fair view.
30
8641 AW.indd 30
21/12/2012 12:57
8641 AW.indd 31
21/12/2012 12:57
Notes (continued)
(forming part of the fi nancial statements)
2 Acquisitions and disposals of trading branches
Eff ect of acquisition and disposal in 2012 (There were no acquisitions or disposals in 2011)
Acquisition of trading branch
On 1 September 2011, the Group completed the acquisition of the Vauxhall dealership in Southampton from Hartwell Group plc. It is the Group’s
intention to expand its relationship with Vauxhall as other opportunities arise.
Pre-acquisition carrying
amount and Fair Value
Acquiree’s net assets at the acquisition date:
Plant and equipment
Inventories
Trade and other payables
Net and identifi able assets and liabilities
Goodwill on acquisition
Consideration paid (note that transaction costs of £77,825 were written off to
operating expenses in 2012), satisfi ed in cash
The results attributable to the branch acquired during the fi nancial year were as
follows:
Revenue
Loss before tax
2012
£000
12,692
(217)
£000
46
277
(10)
313
-
313
2011
£000
-
-
Disposal of trading branch
The decision was made during the year to dispose of the Group’s Triumph motorcycle branch in Birmingham due to its location and trading
prospects. The sale was completed on 14 May 2012 to Ducati Manchester with all employees being transferred.
Net assets at the disposal date:
Plant and equipment
Inventories
Net and identifi able assets and liabilities
Profi t on disposal
Consideration received (note that transaction costs of £18,068 were written off to
operating expenses in 2012), satisfi ed in cash
Pre-disposal carrying amount
and Fair Value
£000
6
394
400
81
481
32
8641 AW.indd 32
21/12/2012 12:57
Notes (continued)
(forming part of the fi nancial statements)
2 Acquisitions and disposals of trading branches (continued)
The results attributable to the branch disposed during the fi nancial year were as follows:
Revenue
Loss before tax
3 Revenue
Sale of goods
Aftersales services
Total revenues
4 Segmental reporting
2012
£000
1,368
(142)
2012
£000
310,249
42,286
2011
£000
2,717
(87)
2011
£000
330,945
42,358
352,535
373,303
The Group has adopted IFRS 8 ‘Operating Segments’ which determines and presents operating segments based on information presented to
the Groups Chief Operating Decision Maker (“CODM”), the Chief Executive Offi cer. The Group is operated and managed on a Dealership by
Dealership basis. The CODM receives information both on a dealership basis and by revenue stream (New, Used, Aftersales). Given the number
of dealerships, it was deemed most appropriate to present the information by revenue stream for the purposes of segmental analysis.
2012
Revenue
2012
Revenue
mix
2012
Gross
Profi t
2012
Margin
2011
Revenue
2011
Revenue
mix
2011
Gross
Profi t
2011
Margin
£m
133.7
176.5
51.0
(8.7)
%
37.9
50.1
14.5
(2.5)
£m
9.0
16.2
21.3
-
%
6.8
9.2
41.8
-
£m
146.5
184.0
51.4
(8.6)
%
39.2
49.3
13.8
(2.3)
£m
10.5
15.1
22.0
-
%
7.2
8.2
42.8
-
352.5
100.0
46.5
13.2
373.3
100.0
47.6
12.7
New Car
Used Car
Aftersales
Internal sales
Total
Operating expenses
Operating profi t before non recurring
expenses
Non recurring expenses
(42.6)
3.9
(0.4)
(41.9)
5.7
(0.2)
Operating profi t
3.5
1.0
5.5
1.5
The CODM reviews the performance of the business in terms of both net profi t before tax and EBITDA, as such the following table shows a
reconciliation of the Profi t before tax to EBITDA.
8641 AW.indd 33
33
21/12/2012 12:57
Notes (continued)
(forming part of the fi nancial statements)
4 Segmental reporting (continued)
Profi t Before Tax
Non recurring expenses (note 5)
Underlying Profi t Before Tax
Net fi nance expense
Depreciation and amortisation
Underlying EBITDA
Non recurring expenses
EBITDA
Revenue and non-current assets are attributable to United Kingdom operations only.
5 Non recurring expenses
Transaction and new franchising costs
Cost rationalisation programme
6 Expenses and auditors’ remuneration
The result from operating activities is stated after charging/(crediting) the following:
Impairment loss recognised/(reversed) on other trade receivables and prepayments
(note 22(b))
Auditors’ remuneration:
Audit of these fi nancial statements
Audit of fi nancial statements of subsidiaries pursuant to legislation
Other services relating to taxation
All other services
2012
£000
2,733
394
3,127
766
1,479
5,372
(394)
4,978
2012
£000
101
293
394
2012
£000
18
2012
£000
25
91
29
19
2011
£000
4,656
231
4,887
844
1,422
7,153
(231)
6,922
2011
£000
169
62
231
2011
£000
(89)
2011
£000
20
90
29
23
34
8641 AW.indd 34
21/12/2012 12:57
Notes (continued)
(forming part of the fi nancial statements)
7 Staff numbers and costs
The average number of persons employed by the group (including directors) during the year, analysed by category, was as follows:
Number of employees
Sales
Service
Parts
Administration
The aggregate payroll costs of these persons were as follows:
Wages and salaries
Social security costs
Expenses related to defi ned contribution plans
2012
309
355
110
174
948
2012
£000
25,259
2,790
151
28,200
2011
299
382
107
172
960
2011
£000
25,796
2,748
154
28,698
8 Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to equity shareholders by the number of ordinary shares in issue in
the year. There is one class of ordinary share with 100,000,000 shares in issue.
There are no dilutive share options in issue.
Profi t attributable to shareholders
Non underlying costs (Note 5)
Tax on adjustments (at 25.16 % (2011:27.16%))
Adjusted profi t attributable to equity shareholders
2012
£000
2,340
394
(99)
2,635
2011
£000
3,466
231
(63)
3,634
Number of shares in issue (‘000)
100,000
100,000
Basic earnings per share
Adjusted earnings per share
2.34p
2.64p
3.47p
3.63p
8641 AW.indd 35
35
21/12/2012 12:57
Notes (continued)
(forming part of the fi nancial statements)
9 Finance income and expense
Recognised in profi t or loss
Finance income
Rent deposit interest
Interest receivable
Total fi nance income
Finance expense
Interest payable on bank borrowings
Consignment and used stocking interest
Total fi nance expense
Total interest expense on fi nancial liabilities held at amortised cost
Total other interest expense
10 Taxation
Recognised in the income statement (written as Profi t and Loss)
Current tax expense
Current year
Adjustment in respect of prior years
Adjustment in respect of prior years – capital allowances claim
Deferred tax
Utilisation of tax losses paid to previous owner of subsidiary undertaking
Adjustment in respect of prior years
Origination and reversal of temporary differences
Change in tax rate in current year
Total tax expense
36
8641 AW.indd 36
2012
£000
2011
£000
16
38
54
327
493
820
327
493
820
2012
£000
773
(12)
(76)
685
34
(161)
(161)
(4)
(292)
393
8
30
38
351
531
882
351
531
882
2011
£000
1,040
-
-
1,040
150
-
(45)
45
150
1,190
21/12/2012 12:57
Notes (continued)
(forming part of the fi nancial statements)
10 Taxation (continued)
Reconciliation of total tax
Profi t for the year
Total tax expense
Profi t excluding taxation
Tax using the UK corporation tax rate of 25.16 % (2011: 27.16%)
Non-deductible expenses
Accounting deprecation for which no tax relief is due
Depreciation in excess of capital allowances
Utilisation of brought forward losses
Tax payment due to previous owners of subsidiary in relation
to utilisation of pre-acquisition losses
Change in tax rate in respect of deferred tax on utilisation of
pre-acquisition losses due to previous owner of subsidiary
Change in tax rate
Adjustments in respect of prior years
Change in deferred tax in respect of property
Total tax expense
2012
£000
2,340
393
2,733
688
45
114
4
(32)
34
2
143
(249)
(356)
393
2011
£000
3,466
1,190
4,656
1,265
25
156
-
-
150
45
216
(667)
-
1,190
The applicable tax rate for the current year is 25.16% (2011: 27.16%) following the reduction in the main rate of UK corporation tax from 26% to
24% with eff ect from 1 April 2012.
The Chancellors Autumn Statement issued on 5 December 2012 announced that the UK corporation tax rate will reduce to 21% by April 2014.
A reduction in the rate from 26% to 25% (eff ective from 1 April 2012) was substantively enacted on 5 July 2011, and further reductions to 24%
(eff ective from 1 April 2012) and 23% (eff ective from 1 April 2013) were substantively enacted on 26 March 2012 and 3 July 2012 respectively.
This will reduce the company’s future current tax charge accordingly. The deferred tax asset at 31 August 2012 has been calculated based on the
rate of 23% substantively enacted at the balance sheet date.
8641 AW.indd 37
37
21/12/2012 12:57
Notes (continued)
(forming part of the fi nancial statements)
11 Property, plant and equipment
Freehold land
& buildings
Long
leasehold
land &
buildings
Short
leasehold
improvements
Plant &
equipment
Fixtures,
fi ttings &
computer
equipment
Total
£000
£000
£000
£000
£000
£000
Cost
Balance at 1 September 2010
18,924
5,058
Additions
Disposals
Balance at 1 September 2011
Additions
Branch acquisitions
Disposals
Branch disposals
463
-
19,387
900
-
-
-
-
-
5,058
-
-
-
-
3,736
320
(161)
3,895
36
-
-
-
2,699
186
(284)
2,601
137
46
(65)
(10)
6,114
526
(172)
6,468
364
-
(335)
(12)
36,531
1,495
(617)
37,409
1,437
46
(400)
(22)
Balance at 31 August 2012
20,287
5,058
3,931
2,709
6,485
38,470
Depreciation
Balance at 1 September 2010
Charge for the year
Disposals
Balance at 1 September 2011
Depreciation charge for the year
Disposals
Branch disposals
1,092
241
-
1,333
280
-
-
401
75
-
476
81
-
2,714
268
(161)
2,821
274
-
-
2,195
239
(284)
2,150
222
(65)
(7)
4,609
515
(171)
4,953
543
(334)
(8)
11,011
1,338
(616)
11,733
1,400
(399)
(15)
Balance at 31 August 2012
1,613
557
3,095
2,300
5,154
12,719
Net book value
At 31 August 2011
18,054
4,582
1,074
At 31 August 2012
18,674
4,501
836
451
409
1,515
25,676
1,331
25,751
As at 31 August 2012 there was a capital commitment to complete the refurbishment of the dealership in Swindon. The amount committed was
£328,000 as at 31 August 2012 (2011: £nil)
The directors have considered the property portfolio for impairment by comparing the carrying amount to the higher of value in use or market
value and have concluded that no impairment is required.
Security
The title of all freehold and long leasehold properties have been pledged as security to the bank loans disclosed in note 17.
Property, plant and equipment under construction
At 31 August 2012 there were no assets in the course of construction (2011: £nil).
38
8641 AW.indd 38
21/12/2012 12:57
Notes (continued)
(forming part of the fi nancial statements)
12 Intangible assets
Cost
Balance at 1 September 2010
Other acquisitions – externally purchased
Balance at 1 September 2011
Balance at 31 August 2012
Amortisation and impairment
Balance at 1 September 2010
Amortisation
Balance at 1 September 2011
Amortisation for the year
Balance at 31 August 2012
At 31 August 2011 and 1 September 2011
At 31 August 2012
Goodwill
Software
£000
£000
Other
£000
346
-
346
346
-
-
-
-
346
346
646
74
720
720
512
84
596
79
675
124
45
176
-
176
176
176
-
176
-
176
-
-
Total
£000
1,168
74
1,242
1,242
688
84
772
79
851
470
391
The undertakings included in the consolidated Group accounts are as follows:
* Owned directly by Cambria Automobiles Acquisitions Limited
** Owned directly by Cambria Automobiles Group Limited
*** Owned directly by Cambria Automobiles (South East) Limited
Country of
incorporation
Principal
activity
Subsidiary undertakings
Cambria Automobiles Group Limited
England and Wales
Holding Company
Cambria Automobiles Acquisitions Limited **
England and Wales
Investment Company
Cambria Automobiles Property Limited **
England and Wales
Property Company
Class and
percentage
of shares held
100% Ordinary
100% Ordinary
100% Ordinary
Cambria Automobiles (Swindon) Limited *
England and Wales
Motor retailer
100% Ordinary & Preference
Grange Motors (Swindon) Limited *
England and Wales
Motor retailer
Thoranmart Limited *
England and Wales
Motor retailer
Cambria Vehicle Services Limited*
England and Wales
Motor retailer
Cambria Automobiles (South East) Limited*
England and Wales
Motor retailer
Grange Motors (Brentwood) Limited***
England and Wales
Motor retailer
100% Ordinary
100% Ordinary
100% Ordinary
100% Ordinary
100% Ordinary
Invicta Motors Limited***
England and Wales
Motor retailer
100% Ordinary & Preference
Invicta Motors (Maidstone) Limited*
England and Wales
Motor retailer
Deeslease Limited***
Dove Group Limited***
Translease Vehicle Management Limited***
England and Wales
England and Wales
England and Wales
Dormant
Dormant
Dormant
100% Ordinary
100% Ordinary
100% Ordinary
100% Ordinary
8641 AW.indd 39
39
21/12/2012 12:57
Notes (continued)
(forming part of the fi nancial statements)
12 Intangible assets (continued)
Amortisation charge
The amortisation charge is recognised in the following line items in the income statement:
Administrative expenses
2012
£000
79
2011
£000
84
Impairment loss and subsequent reversal
Goodwill and indefi nite life intangible assets considered signifi cant in comparison to the Group’s total carrying amount of such assets have been
allocated to cash generating units or groups of cash generating units as follows:
Grange Motors (Swindon) Ltd and Cambria Automobiles (Swindon) Ltd
Thoranmart Ltd
Goodwill
2012
£000
261
85
346
2011
£000
261
85
346
The recoverable amount of each CGU has been calculated with reference to its value in use. The key assumptions of this calculation are a review
of one year’s EBITDA.
The value in use exceeds the above carrying values for each CGU, therefore no impairment is considered necessary.
40
8641 AW.indd 40
21/12/2012 12:57
Notes (continued)
(forming part of the fi nancial statements)
13 Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities
The amount of temporary diff erences, unused tax losses and tax credits for which a deferred tax asset is recognised is set out below. The asset
would be recovered if off set against future taxable profi ts of the group.
Tax value of losses carry-forwards (pre-acquisition losses)
Property, plant and equipment
Provisions
Tax value of loss carry-forwards
Recognised net deferred tax assets
Assets
2012
£000
257
344
2
23
626
2011
£000
311
(846)
19
872
356
The Group has an arrangement with the vendors of Cambria Automobiles (South East) Limited, which was acquired in the year ended 31 August
2008, under which an amount equal to any tax benefi t received by the Group in relation to tax losses that existed at the date of acquisition
must be paid to the vendors as additional consideration. At the date of acquisition, the utilisation of tax losses was not probable and therefore
no deferred tax asset was recognised as part of the acquisition accounting, and the fair value of the liability for contingent consideration was
immaterial. Subsequent to the acquisition the utilisation of pre-acquisition losses became probable and, as a result, a deferred tax asset has been
recognised. A liability for the contingent consideration payable to the vendors has been recognised at its fair value.
Amount payable to previous owner of subsidiary
Unrecognised deferred tax assets and liabilities
Assets
2012
£000
439
2011
£000
461
The deferred tax asset in relation to loss carried forward within a subsidiary has not been recognised due to uncertainty over the future profi tability
of the subsidiary, these losses are locked in to this particular subsidiary and cannot be utilised in the wider Group.
Tax value of loss carry-forwards
Unrecognised net tax assets
Assets
2012
£000
755
755
2011
£000
-
-
The Chancellors Autumn Statement issued on 5 December 2012 announced that the UK corporation tax rate will reduce to 21% by April 2014. A
reduction in the rate from 26% to 25% (eff ective from 1 April 2012) was substantively enacted on 5 July 2011, and further reductions to 24% (eff ective
from 1 April 2012) and 23% (eff ective from 1 April 2013) were substantively enacted on 26 March 2012 and 3 July 2012 respectively.
This will reduce the company’s future current tax charge accordingly. The deferred tax asset at 31 August 2012 has been calculated based on the rate of
23% substantively enacted at the balance sheet date.
It has not yet been possible to quantify the full anticipated eff ect of the announced further 2% rate reduction, although this will further reduce the
company’s future current tax charge and reduce the company’s deferred tax asset accordingly.
8641 AW.indd 41
41
21/12/2012 12:57
Notes (continued)
(forming part of the fi nancial statements)
14 Inventories
Vehicle consignment stock
Motor vehicles
Parts and other stock
2012
£000
32,900
21,154
2,288
2011
£000
33,747
21,621
2,092
56,342
57,460
Included within inventories is £nil (2011: £nil) expected to be recovered in more than 12 months.
Raw materials, consumables and changes in fi nished goods and work in progress recognised as cost of sales in the year amounted to £302 million
(2011: £321 million).
15 Trade and other receivables
Trade receivables
Prepayments and other receivables
2012
£000
5,462
1,661
7,123
2011
£000
5,134
1,771
6,905
Included within trade and other receivables is £nil (2010: £nil) expected to be recovered in more than 12 months.
16 Cash and cash equivalents
Cash and cash equivalents per balance sheet
11,503
11,702
Cash and cash equivalents per cash fl ow statement
11,503
11,702
2012
£000
2011
£000
42
8641 AW.indd 42
21/12/2012 12:58
Notes (continued)
(forming part of the fi nancial statements)
17 Other interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings, which are measured at
amortised cost. For more information about the Group’s exposure to interest rate risk, see note 22.
Non-current liabilities
Secured bank loans
Current liabilities
Secured bank loans
Terms and debt repayment schedule
All debt is in GBP currency
2012
£000
2011
£000
10,020
11,358
1,352
1,352
Nominal interest rate
Year of
Maturity
Face Value and
Carrying Amount
Face Value and
Carrying Amount
Loan 31/07/06
Loan 01/08/07
Loan 31/12/2007
Loan 01/03/2011
Bank of England Base Rate +1.25%
Bank of England Base Rate +1.25%
LIBOR +1.75%
LIBOR +3.00%
2019
2020
2020
2017
2012
£000
2,009
580
6,620
2,163
2011
£000
2,281
653
7,407
2,369
11,372
12,710
8641 AW.indd 43
43
21/12/2012 12:58
Notes (continued)
(forming part of the fi nancial statements)
18 Trade and other payables
Current
Vehicle consignment creditor
Other trade payables
Non-trade payables and accrued expenses
Vehicle funding
2012
£000
38,498
6,903
6,540
15,888
67,829
2011
£000
39,644
8,350
7,159
13,956
69,109
Included within trade and other payables is £ nil (2011: £nil) expected to be settled in more than 12 months.
19 Employee benefi ts
Pension plans
Defi ned contribution plans
The Group operates a number of defi ned contribution pension plans.
The total expense relating to these plans in the current year was £151,000 (2011: £154,000).
20 Provisions
Balance at 1 September 2011
Provisions used during the year
Balance at 31 August 2012
Current
Non current
Balance at 31 August 2011
Current
Non current
Balance at 31 August 2012
Onerous Leases
£000
136
(41)
95
41
95
136
41
54
95
The onerous lease provision is being released against the costs incurred on the relevant lease. The provision will be fully released by 2015.
44
8641 AW.indd 44
21/12/2012 12:58
Notes (continued)
(forming part of the fi nancial statements)
21 Capital and reserves
Share capital
Authorised
Ordinary shares of 10 pence each
Allotted, called up and fully paid
Ordinary shares of 10 pence each
Shares classifi ed in shareholders funds
2012
£000
10,000
10,000
10,000
10,000
10,000
10,000
2011
£000
10,000
10,000
10,000
10,000
10,000
10,000
All of the shares rank pari passu, and no shareholder enjoys diff erent or enhanced voting rights from any other shareholder. All shares are eligible
for dividends and rank equally for dividend payments.
8641 AW.indd 45
45
21/12/2012 12:58
Notes (continued)
(forming part of the fi nancial statements)
Dividends
The following dividends were declared and paid by the company in the year ended 31 August.
0.3p per ordinary share (2011: nil)
2012
£000
300
2011
£000
-
After the end of the reporting period, the following dividends were proposed by the directors. The dividends have not been provided for and
there are no tax consequences.
2012
£000
300
2011
£000
300
0.3p per ordinary share (2011: 0.3p)
22 Financial instruments
22 (a) Fair values of fi nancial instruments
Trade and other receivables
The fair value of trade and other receivables, is estimated as the present value of future cash fl ows, discounted at the market rate of interest at the
balance sheet date if the eff ect is material.
Trade and other payables
The fair value of trade and other payables is estimated as the present value of future cash fl ows, discounted at the market rate of interest at the balance
sheet date if the eff ect is material.
Cash and cash equivalents
The fair value of cash and cash equivalents is estimated as its carrying amount where the cash is repayable on demand. Where it is not repayable on
demand then the fair value is estimated at the present value of future cash fl ows, discounted at the market rate of interest at the balance sheet date.
Interest-bearing borrowings
Fair value, which after initial recognition is determined for disclosure purposes only, is calculated based on the present value of future principal and
interest cash fl ows, discounted at the market rate of interest at the balance sheet date.
The interest rates used to discount estimated cash fl ows, where applicable are based on the weighted cost of capital and were as follows:
Loans and borrowings
2012
%
2.5
2011
%
2.6
46
8641 AW.indd 46
21/12/2012 12:58
Notes (continued)
(forming part of the fi nancial statements)
Fair values
The fair values for each class of fi nancial assets and fi nancial liabilities together with their carrying amounts shown in the balance sheet are as
follows:
Financial assets
Loans and receivables at amortised cost including cash and cash equivalents
Trade receivables(net) (note 15)
Other receivables (note 15)
Cash and cash equivalents
Total Financial assets
Financial liabilities
Financial liabilities at amortised cost
Other interest-bearing loans and borrowings (note 17)
Trade and other payables (note 18)
Total Financial liabilities
As at 31 August
2012
As at 31 August
2011
£000
£000
5,462
1,661
11,503
5,134
1,771
11,702
18,626
18,607
11,372
67,829
12,710
69,109
79,201
81,819
The Directors consider the carrying amount of the Group’s fi nancial assets and fi nancial liabilities, as detailed above, approximate their
fair value.
8641 AW.indd 47
47
21/12/2012 12:58
Notes (continued)
(forming part of the fi nancial statements)
22 Financial instruments (continued)
22 (b) Credit risk
Credit risk management
The Group is exposed to credit risk primarily in respect of its trade receivables and fi nancial assets. Trade receivables are stated net of provision
for estimated impairment losses. Exposure to credit risk in respect of trade receivables is mitigated by the Group’s policy of only granting credit
to certain customers after an appropriate evaluation of risk coupled with the fi ndings from external reference agencies. Credit risk arises in
respect of amounts due from vehicle manufacturers in relation to bonuses and warranty receivables. This risk is mitigated by the number of
manufacturers for which the group holds franchises, procedures to ensure timely collection of debts and management’s belief that it does not
expect any manufacturer to fail to meet its obligations. The maximum exposure to credit risk is represented by the carrying amount of each
fi nancial asset in the statement of fi nancial position.
Exposure to credit risk
The carrying amount of trade receivables represents the maximum credit exposure. Therefore, the maximum exposure to credit risk at the
balance sheet date was £5,462,000 (2011: £5,134,000) being the total of the carrying amount of fi nancial assets, excluding equity investments,
shown in the table below.
The maximum exposure to credit risk for trade receivables at the balance sheet date by geographic region was:
United Kingdom
2012
£000
5,462
The maximum exposure to credit risk for trade receivables at the balance sheet date by type of counterparty was:
Vehicle debtors
Non vehicle debtors
Manufacturer debtors
2012
£000
1,690
2,678
1,094
5,462
2011
£000
5,134
2011
£000
1,999
2,246
889
5,134
Credit quality of fi nancial assets and impairment losses
The ageing of trade receivables at the balance sheet date is given below. The Group’s policy is to provide for all debts which are past due. The
directors consider the balance to be recoverable based on credit terms and post balance sheet receipts.
Trade receivables not past due
Trade receivables past due
48
8641 AW.indd 48
Gross
Impairment
Gross
Impairment
2012
£000
5,462
64
5,526
2012
£000
-
64
64
2011
£000
5,134
46
5,180
2011
£000
-
46
46
21/12/2012 12:58
Notes (continued)
(forming part of the fi nancial statements)
22 Financial instruments (continued)
22 (b) Credit risk (continued)
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
Balance at 31 August 2011
Impairment loss recognised
Allowance for impairment utilised
Balance at 31 August 2012
£000
46
19
(1)
64
The allowance account for trade receivables is used to record impairment losses unless the Group is satisfi ed that no recovery of the amount
owing is possible; at that point the amounts considered irrecoverable are written off against the trade receivables directly.
22 (c) Liquidity risk
Liquidity risk management
Liquidity risk is the risk that the Group will not be able to meet its fi nancial obligations as they fall due. Liquidity is managed by the Group’s central treasury
function within policy guidelines set by the Board with prime areas of focus being liquidity and interest rate exposure. The Group is fi nanced primarily by
bank loans, vehicle stocking credit lines and operating cash fl ow. The directors have assessed the future funding requirements of the Group and compared
them to the level of committed available borrowing facilities. These committed facilities are maintained at levels in excess of planned requirements and
are in addition to short term uncommitted facilities that are also available to the Group. The assessment included a review of fi nancial forecasts, fi nancial
instruments and cash fl ow projections. These forecasts and projections show that the Group, taking account of reasonably possible scenarios, should be
able to operate within the level of its borrowing facilities for the foreseeable future.
The following are the contractual maturities of fi nancial liabilities, including estimated interest payments and excluding the eff ect of netting agreements:
Interest is payable on loans of £2,589,000 (2011: £2,934,000) at Bank of England base rate plus 1.25%, loans of £6,620,000 (2011: £7,407,000) at LIBOR plus
1.75% and on loans of £2,163,000 (2011: £2,369,000) at LIBOR plus 3%.
Carrying
amount
Contractual
cash fl ows
1 year
or less
1 to
<2years
2 to
<5years
2011
£000
£000
£000
£000
£000
5years
and
over
£000
Non-derivative fi nancial liabilities
Secured bank loans
12,710
14,251
1,671
1,636
4,702
6,242
Carrying
amount
Contractual
cash fl ows
1 year
or less
1 to
<2years
2 to
<5years
2012
£000
£000
£000
£000
£000
5years
and
over
£000
Non-derivative fi nancial liabilities
Secured bank loans
11,372
12, 480
1,625
1,591
5,686
3,578
8641 AW.indd 49
49
21/12/2012 12:58
Notes (continued)
(forming part of the fi nancial statements)
22 Financial instruments (continued)
22 (d) Market risk
Financial risk management
Market risk is the risk that changes in market prices, such as interest rates will aff ect the Group’s income or the value of its holdings of fi nancial
instruments
Market risk - Foreign currency risk
The Group does not have any exposure to foreign currency risk
Market risk – Interest rate risk
Profi le
At the balance sheet date the interest rate profi le of the Group’s interest-bearing fi nancial instruments was:
Variable rate instruments
Cash and cash equivalents
Vehicle funding
Loans and overdrafts
2012
£000
11,503
(15,888)
(11,372)
2011
£000
11,702
(13,956)
(12,710)
(15,757)
(14,964)
The objectives of the Group’s interest rate policy are to minimise interest costs. The Group does not actively manage cash fl ow interest risk as
the directors believe that the retail sector in which the Group operates provides a natural hedge against interest rate movements. Consequently,
it is Group policy to borrow on a fl oating rate basis.
Whilst there are no hedging instruments, the Board reviews its hedging policy on a regular basis.
Sensitivity analysis
An increase of 0.5 basis points in interest rates at the balance sheet date would have decreased equity and profi t or loss by the amounts shown
below.
This analysis assumes that all other variables, in particular foreign currency rates, remain constant and considers the eff ect of fi nancial
instruments with variable interest rates, fi nancial instrument at fair value through profi t or loss or available for sale with fi xed interest rates and
the fi xed rate element of interest rate swaps. The analysis is performed on the same basis for comparative periods.
Equity
Decrease
Profi t or loss
Decrease
50
8641 AW.indd 50
2012
£000
135
2011
£000
133
135
133
21/12/2012 12:58
Notes (continued)
(forming part of the fi nancial statements)
22 Financial instruments (continued)
22 (e) Capital management
Prior to each acquisition, the Board considers its funding options and the appropriate mix of secured debt and equity.
The Group’s primary objective when managing capital is to safeguard the Group’s ability to continue as a going concern in order to provide
returns for shareholders and benefi ts to other stakeholders. The Group must ensure that suffi cient capital resources are available for working
capital requirements and meeting principal and interest payment obligations as they fall due.
Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio, which is calculated as net debt divided by
total capital. Net debt is calculated as total borrowings (including current and non-current borrowings as shown in the statement of fi nancial
position) less cash and cash equivalents. Total capital is calculated as total shareholders’ equity.
The gearing ratios for each year are as follows:
Total borrowings
Less: cash and cash equivalents
Net (surplus)/debt
Total equity
Gearing ratio
23 Operating leases
Non-cancellable operating lease rentals are payable as follows:
Less than one year
Between one and fi ve years
More than fi ve years
As at 31 August
2012
As at 31 August
2011
£000
11,372
(11,503)
£000
12,710
(11,702)
(131)
1,008
21,541
19,501
(0.6%)
5.2%
2012
£000
2,640
8,297
23,321
2011
£000
2,533
7,885
24,769
34,258
35,187
The Group leases a number of motor dealership sites under operating leases. Land and buildings have been considered separately for lease
classifi cation.
During the year £ 2,674,000 was recognised as an expense in the income statement in respect of op erating leases (2011: £2,434,000).
8641 AW.indd 51
51
21/12/2012 12:58
Notes (continued)
(forming part of the fi nancial statements)
24 Contingencies
The Group is jointly and severally liable in respect of value added tax liabilities arising in other group undertakings. The related fellow subsidiary
undertakings and the parent company were is a repayment situation at 31 August 2011 and 2012.
In recognition of the Cambria Automobiles plc group bank and used vehicle funding facilities, the following companies have entered into a joint
agreement to guarantee liabilities with banks and fi nance houses of the motor manufacturers that provide new and used vehicles to the group:
Cambria Automobiles plc, Cambria Automobiles Property Limited, Cambria Automobiles Group Limited, Cambria Automobiles Acquisitions
Limited, Cambria Automobiles (Swindon) Limited, Grange Motors (Swindon) Limited, Thoranmart Limited, Cambria Automobiles (South
East) Limited, Grange Motors (Brentwood) Limited, Invicta Motors Limited, Invicta Motors (Maidstone) Limited and Cambria Vehicle Services
Limited.
Intra-group guarantees are accounted for as insurance contracts.
25 Related parties
Identity of related parties with which the Group has transacted
Key management personnel are considered to be the board of directors for the purposes of this disclosure.
Transactions with key management personnel
At the year end, the Directors of the Company and their immediate relatives controlled 45.4% (2011: 49.1%) per cent of the voting shares of the
Company.
The compensation of key management personnel is as follows:
Directors’ emoluments
Salaries and consultancy fees
Annual bonus
The emoluments consist of:
Directors’ emoluments
Philip Swatman (appointed 3/4/2012)
James Mullins
Rodney Smith (resigned 30/11/2011)
Mark Lavery
Warren Scott (resigned 3/4/2012)
Sir Peter Burt
Michael Burt
2012
£000
525
213
738
2011
£000
587
463
1,050
Salaries Consultancy
fees
Bonus
Total
Total
2012
£000
2012
£000
2012
£000
2012
£000
13
125
13
300
15
25
25
516
-
-
9
-
-
-
-
9
-
63
-
150
-
-
-
13
188
22
450
15
25
25
2011
£000
-
213
87
675
25
25
25
All directors benefi ted from qualifying third party indemnity provisions during the fi nancial period.
52
8641 AW.indd 52
213
738
1,050
21/12/2012 12:58
Notes (continued)
(forming part of the fi nancial statements)
25 Related parties (continued)
During the year Mark Lavery and James Mullins (both Directors) each bought 4 vehicles from the Group and each sold 4 vehicles back to the
Group. Rodney Smith and Warren Scott (whilst they were Directors during the year) each bought 1 vehicle from the Group and each sold 1
vehicle back to the Group. Sir Peter Burt bought 2 vehicles from the Group and sold 1 vehicle back to the Group. All transactions were carried
out at arm’s length and there were no outstanding balances due to the Group at the year end.
26 Ultimate parent company and parent company of larger group
In the opinion of the directors, the distribution of the ordinary shares and the rights attributing themselves to them means that there is no
overall controlling party of the company.
27 Post balance sheet events
Dividend
The Board is pleased to announce that it will make a dividend payment in respect of the fi nancial year to 31 August 2012 of 0.3p (2011: 0.3p) per
share as a full and fi nal dividend payment.
8641 AW.indd 53
53
21/12/2012 12:58
Company Balance Sheet
At 31 August 2012
Fixed assets
Tangible Fixed Assets
Investments
Current assets
Stock
Debtors
Cash at bank and in hand
Creditors: amounts falling due within one year
Net current assets
Total assets less current liabilities
Net assets
Capital and reserves
Called up share capital
Share premium account
Profi t and loss account
Shareholders’ funds
Note
2012
2011
£000
£000
£000
£000
5
6
7
8
9
11
12
12
162
666
584
538
15,374
16,496
(2,709)
218
666
828
884
550
376
14,606
15,532
(2,765)
13,787
14,615
14,615
10,000
799
3,816
14,615
12,767
13,651
13,651
10,000
799
2,852
13,651
These fi nancial statements were approved by the board of directors on 13 December 2012 and were signed on its behalf by:
M J J Lavery
Director
Company number: 05754547
54
8641 AW.indd 54
21/12/2012 12:58
Company Reconciliation of movements in shareholders’ funds
for the year ended 31 August 2012
Profi t for the fi nancial year
Dividend paid
Net increase to shareholders’ funds
Opening shareholders’ funds
Closing shareholders’ funds
Note
Company
Company
12
2012
£000
1,264
(300)
964
13,651
14,615
2011
£000
1,790
-
1,790
11,861
13,651
8641 AW.indd 55
55
21/12/2012 12:58
Notes (continued)
1 Accounting policies
The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the fi nancial statements.
Going Concern
The directors believe that the company is well placed to manage its business risks successfully despite the current uncertain economic outlook.
The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable
future. Thus they continue to adopt the going concern basis in preparing the annual fi nancial statements.
Further information regarding the company’s business activities together with the factors likely to aff ect its future development, performance
and position is set out in the Directors Report on page 16.
Basis of preparation
The fi nancial statements have been prepared in accordance with applicable accounting standards and under the historical cost accounting rules.
Under section 408 of the Companies Act 2006 the company is exempt from the requirement to present its own profi t and loss account.
Under Financial Reporting Standard 1 the Company is exempt from the requirement to prepare a cash fl ow statement on the grounds that the
Group fi nancial statements include the Company in its own published consolidated fi nancial statements.
The Company has taken advantage of the exemption contained in FRS 8 and has therefore not disclosed transactions or balances with entities
which form part of the group.
Fixed assets and depreciation
Depreciation is provided to write off the cost less the estimated residual value of tangible fi xed assets by instalments over their estimated useful
lives of each part of an item of property, plant and equipment. Land is not depreciated. The estimated useful lives are as follows:
• freehold buildings
• plant and machinery
• fi xtures and fi ttings
• computer equipment
50 years
5 to 10 years
5 to 10 years
3 to 5 years
No depreciation is provided on freehold land.
Investments
Investments in subsidiary undertakings are stated at cost less amounts written off . Where impairment indicators exist, the carrying value of
investments will be reviewed against the value is use based upon the estimated future cash fl ows of the subsidiary undertaking
Stocks
Stocks are stated at the lower of cost and net realisable value. In determining the cost of motor vehicles, the actual amount paid to date for each car is used, for
spare parts and service items stocks are valued at invoiced cost on a FIFO basis. An appropriate provision is made for obsolete or slow moving items.
New vehicles on consignment from manufacturers are included in the balance sheet where it is considered that the company bears the risks and
rewards or ownership.
Consignment stock is held for a maximum period (which varies between manufacturers) before becoming due for payment. Part of the
consignment period is interest free and the remaining period are interest bearing (periods varies between manufacturers).
Taxation
The charge for taxation is based on the profi t for the year and takes into account taxation deferred because of timing diff erences between the
treatment of certain items for taxation and accounting purposes.
Deferred tax is recognised, without discounting, in respect of all timing diff erences between the treatment of certain items for taxation and
accounting purposes which have arisen but not reversed by the balance sheet date, except as otherwise required by FRS 19.
56
8641 AW.indd 56
21/12/2012 12:58
Notes (continued)
Classifi cation of fi nancial instruments issued by the Group
Following the adoption of FRS 25, fi nancial instruments issued by the Group are treated as equity (i.e. forming part of shareholders’ funds) only
to the extent that they meet the following two conditions:
a) they include no contractual obligations upon the Company (or Group as the case may be) to deliver cash or other fi nancial assets or to
exchange fi nancial assets or fi nancial liabilities with another party under conditions that are potentially unfavourable to the Company (or
Group); and
b) where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no obligation
to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company’s exchanging a
fi xed amount of cash or other fi nancial assets for a fi xed number of its own equity instruments.
To the extent that this defi nition is not met, the proceeds of issue are classifi ed as a fi nancial liability. Where the instrument so classifi ed takes
the legal form of the Company’s own shares, the amounts presented in these fi nancial statements for called up share capital and share premium
account exclude amounts in relation to those shares.
Finance payments associated with fi nancial liabilities are dealt with as part of interest payable and similar charges. Finance payments associated
with fi nancial instruments that are classifi ed as part of shareholders’ funds (see dividends policy), are dealt with as appropriations in the
reconciliation of movements in shareholders’ funds.
Dividends on shares presented within equity
Dividends unpaid at the balance sheet date are only recognised as a liability at that date to the extent that they are appropriately authorised and are
no longer at the discretion of the Company. Unpaid dividends that do not meet these criteria are disclosed in the notes to the fi nancial statements.
2 Remuneration of directors
Directors’ emoluments
Salaries
Annual bonus
The emoluments in respect of the highest paid director were:
Directors’ emoluments
Salaries
Annual bonus
2012
£000
525
213
738
2012
£000
300
150
450
2011
£000
587
463
1,050
2011
£000
300
375
675
All directors benefi ted from qualifying third party indemnity provisions during the fi nancial period.
8641 AW.indd 57
57
21/12/2012 12:58
Notes (continued)
3 Staff numbers and costs
The average number of persons employed by the Company (including directors) during the period, analysed by category, was as follows:
Number of employees
Administration
The aggregate payroll costs of these persons were as follows:
Wages and salaries
Social security costs
Other pension costs
4 Dividends
The aggregate amount of dividends paid & received compromises:
Aggregate amount of dividends paid in the fi nancial year
Aggregate amount of dividends received in the fi nancial year
Company
2012
Company
2011
37
34
Company
2012
£000
2,431
333
14
Company
2011
£000
2,741
352
11
2,778
3,104
2012
£000
300
2011
£000
-
1500
The aggregate amount of dividends proposed but not recognised at the year end is £300,000 (2011: £300,000).
58
8641 AW.indd 58
21/12/2012 12:59
Notes (continued)
5 Tangible fi xed assets
Company
Cost
At 1 September 2011
Additions
At 31 August 2012
Depreciation
At 1 September 2011
Charge for year
At 31 August 2012
Net book value
At 31 August 2012
31 August 2011
Computer equipment
£000
416
86
502
198
142
340
162
218
Total
£000
416
86
502
198
142
340
162
218
8641 AW.indd 59
59
21/12/2012 12:59
Notes (continued)
6 Fixed asset investments
Company
Cost and net book value
At 1 September 2011 and 31 August 2012
Shares in group
undertakings
£000
666
The directors have considered the investments in subsidiary undertakings for impairment by comparing the carrying amount to the value in
use and have concluded that no impairment is required.
The undertakings in which the Company’s interest at the year end is more than 20% are as follows:
Country of
incorporation
Principal activity
Class and percentage of
shares held
Subsidiary undertakings
Cambria Automobiles Group Limited
England and Wales
Holding Company
Cambria Automobiles Acquisitions Limited **
England and Wales
Investment Company
Cambria Automobiles Property Limited **
England and Wales
Property Company
100% Ordinary
100% Ordinary
100% Ordinary
Cambria Automobiles (Swindon) Limited *
England and Wales
Grange Motors (Swindon) Limited *
Thoranmart Limited *
Cambria Vehicle Services Limited*
England and Wales
England and Wales
England and Wales
Cambria Automobiles (South East) Limited*
England and Wales
Grange Motors (Brentwood) Limited***
Invicta Motors Limited***
Deeslease Limited***
Dove Group Limited***
England and Wales
England and Wales
England and Wales
England and Wales
Translease Vehicle Management Limited***
England and Wales
Motor retailer
Motor retailer
Motor retailer
Motor retailer
Motor retailer
Motor retailer
Motor retailer
Dormant
Dormant
Dormant
Invicta Motors (Maidstone) Limited*
England and Wales
Motor retailer
100% Ordinary & Preference
100% Ordinary
100% Ordinary
100% Ordinary
100% Ordinary
100% Ordinary
100% Ordinary & Preference
100% Ordinary
100% Ordinary
100% Ordinary
100% Ordinary
* Owned directly by Cambria Automobiles Acquisitions Limited
** Owned directly by Cambria Automobiles Group Limited
*** Owned directly by Cambria Automobiles (South East) Limited
7 Stocks
Motor vehicles
60
8641 AW.indd 60
2012
£000
584
2011
£000
550
21/12/2012 12:59
Notes (continued)
8 Debtors
Trade debtors
Amounts owed by group undertakings
Prepayments and accrued income
Deferred tax (note 10)
Corporation tax
9 Creditors: amounts falling due within one year
Amounts owed to group undertakings
Trade creditors
Vehicle funding
Other taxation and social security
Accruals and deferred income
Corporation tax
2012
£000
46
40
318
33
101
538
2012
£000
904
506
385
165
749
-
2,709
2011
£000
8
40
328
-
-
376
2011
£000
356
654
-
269
1,360
126
2,765
8641 AW.indd 61
61
21/12/2012 12:59
Notes (continued)
10 Deferred taxation
Deferred Taxation
At 1 September 2011
Movement in period
At 31 August 2012
The elements of deferred taxation are as follows:
Difference between accumulated depreciation and capital allowances
Other timing differences
Total deferred tax
2012
£000
34
(1)
33
£000
Company
-
33
33
2011
£000
-
-
-
62
8641 AW.indd 62
21/12/2012 12:59
Contents
Chairman’s Statement ............................................................. 4
Operating and Financial Review ............................................. 7
Notes (continued)
11 Called up share capital
Directors’ report ......................................................................16
Authorised
2012
£000
2011
£000
Statement of directors’ responsibilities in respect of
the Directors’ Report and the fi nancial statements ..............18
Independent auditor’s report to the
members of Cambria Automobiles plc ..................................19
Consolidated statement of comprehensive income ............. 20
Consolidated statement of changes in equity ....................... 21
Consolidated statement of fi nancial position ...................... 22
Consolidated cash fl ow statement .........................................23
Notes ....................................................................................... 24
Company Balance Sheet ........................................................ 54
Company Reconciliation of
movements in shareholders’ funds ....................................... 55
Ordinary shares of 10 pence each
10,000
10,000
Allotted, called up and fully paid
Ordinary shares of 10 pence each
Shares classifi ed as liabilities
Shares classifi ed in shareholders funds
10,000
10,000
10,000
10,000
10,000
-
10,000
10,000
10,000
-
10,000
10,000
All of the shares rank pari passu, and no shareholder enjoys diff erent or enhanced voting rights from any other shareholder. All shares are eligible
Notes ....................................................................................... 56
for dividends and rank equally for dividend payments.
12 Share premium and reserves
At 1 September 2011
Profi t for the year
Dividend paid
At 31 August 2012
Share premium account
Profi t and loss account
£000
799
-
-
799
£000
2,852
1,264
(300)
3,816
13 Ultimate parent company and parent undertaking of larger group
In the opinion of the directors, the distribution of the ordinary shares and the rights attributing themselves to them means that there is no
overall controlling party of the Company.
22
2
8641 Cover Spreads.indd 2
63
21/12/2012 14:08
Directors’ report and fi nancial statements
Registered number 05754547
31 August 2012
8641 Cover Spreads.indd 1
21/12/2012 14:08