Directors’ report and financial statements
Registered number 05754547
31 August 2013
Contents
Chairman’s Statement ............................................................. 4
Operating and Financial Review ............................................. 7
Directors’ Report .....................................................................16
Statement of directors’ responsibilities in respect of
the Directors’ Report and the financial 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 financial position ...................... 22
Consolidated cash flow statement .........................................23
Notes ....................................................................................... 24
Company Balance Sheet ........................................................ 54
Company Reconciliation of movements in
shareholders’ funds ................................................................ 55
Notes ....................................................................................... 56
2
2
33
Chairman’s Statement
I am very pleased to report that Cambria has delivered a strong set of results for the year ended 31 August 2013. Unlike the prior year, the Group’s
financial year coincided with a full 12 months of buoyant trading in the industry. We increased revenues to £395.8m (2012: £352.5m), improved
underlying profit before tax by 32% to £4.1m (2012: £3.1m) and earnings per share by 49% to 3.49p (2012: 2.34p). Importantly, performance
improvements were generated across all core elements of the business - New Vehicles, Used Vehicles and Aftersales.
Group Overview
Cambria was established in 2006 with a strategy to build a balanced motor retail group, through close cooperation with our manufacturer
partners and the self funded acquisition and turnaround of underperforming businesses. Following the acquisition of County Motor Works,
located in Chelmsford in January 2013, the Group has grown to comprise 27 dealerships, representing 42 franchises and 17 brands, and has a
balanced portfolio spanning the high luxury, premium and volume segments.
With a continual focus on tight management of costs, coupled with lean operating procedures, our management has done an exceptional job
in producing strong returns from these underperforming businesses. We paid a minimal amount for goodwill in these acquisitions and the
strength of our balance sheet has grown accordingly. The Group closed the year under review with net cash of £2.9m and net assets of £24.6m
underpinned by the ownership of freehold properties and minimal goodwill. Resources also remain high, thanks to our facilities with Lloyds
Banking Group. The total facilities available to the Group, including cash reserves, equate to £23.8m.
This strong financial position now enables us to take advantage of acquisition opportunities as they arise and to consider adding businesses
that are immediately earnings enhancing, but may require a greater payment for goodwill, provided they fit our brand balance and financial
return criteria. As we enter the new financial year, the Board is putting an even greater effort into the process of identifying, screening and
developing more significant acquisitions. We have a number of opportunities under review and remain mindful of maintaining superior returns
on shareholders’ funds, which reached 16.6% in the year under review (2012: 13.5%).
4
Key Relationships
Our lending bank, Lloyds Banking Group, and our other credit institutions have continued to support Cambria and have been particularly
responsive to our acquisition programme, recognising our prudent financial management. We are grateful for this strong support which will be
both important and a key differentiator 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, in which Cambria is seen as an effective and valued business partner. We were pleased to have added
a further Vauxhall and Alfa Romeo site and our first Chrysler Jeep site in the year and expect to expand our brand representation further during
the current year, as the negotiations we have underway are concluded.
I would also like to thank the Cambria Associates (our employees), who continue to demonstrate commitment to the Group. We believe that our
investment in their development, through the foundation of our Cambria Academy, will increase skill levels throughout our Guest (customer)
facing sales force and their ability to provide a world class Guest service.
5
Chairman’s Statement (continued)
Dividend
The Board is pleased to announce a 0.4p per share final dividend for the year in addition to the maiden interim dividend of 0.1p per share paid in
May 2013, giving a total of 0.5p for the year, a significant increase on the 0.3p per share paid in the previous year. The Board’s intention remains
to grow dividends in line with earnings.
Outlook
Since the industry lows experienced in Q4 2011, the UK market has enjoyed 20 consecutive months of continued year-on-year growth in new car
registrations. The economic pressures affecting the mainland European new car markets remain and the UK appears well placed to continue
with the current positive new car market for the foreseeable future.
Cambria has maintained its growth momentum in the first two months of the new financial year, delivering results ahead of our business plan
and the year under review. The Board believes that there are significant opportunities for further growth and is confident of making strong
progress in 2013/14.
Philip Swatman
Chairman
6
Operating and Financial Review
Chief Executive’s Review
Mark Lavery, Chief Executive said
Our buy-and-build strategy to turn around underperforming businesses, executed under exceptionally tough
trading conditions, has proved very successful. From a standing start in 2006, the Group now has 27 dealerships,
representing 42 franchises and 17 brands. Our strong cash generation provides us with the balance sheet to acquire instantly earnings
enhancing businesses, which will strengthen our portfolio mix and help to fulfil our national ambitions to create a Group with annual
revenues of over £1 billion.
The Group’s performance in the first two months of the new financial year was ahead of plan, as well as the year under review, and we are
confident of maintaining this momentum.
Financial Highlights:
• Revenue increased to £395.8m (2012: £352.5m) - up 12%
• Underlying profit before tax ahead of Board’s expectations at £4.1m (2012: £3.1m) - up 32%
• Earnings per share increased to 3.49p (2012: 2.34p) - up 49%
• Strong operational cash flows resulting in a cash position of £14.8m (2012: £11.5m) and net cash of £2.9m (2012: £0.1m)
• Balance sheet strengthened further - no net gearing
• Proposed final dividend of 0.4p per share plus maiden interim dividend of 0.1p, giving total dividend per share of 0.5p (2012: 0.3p) - up
67%
• Underlying return on shareholders’ funds of 16.6% (2012: 13.5%)
Operational Highlights:
• Growth in new vehicle sales of 16.1% - ahead of the market at 9.8%
• Modest increase in used vehicle sales with 6.5% improvement in profit per unit
• Aftersales revenue and gross profit accounted for 14.3% and 45.1% of Group revenue and gross profit respectively
• Acquisition of County Motor Works and freehold property, adding a further Vauxhall and Alfa Romeo dealership and the Group’s first
Chrysler Jeep dealership
• Brand standards refurbishment of Swindon Motor Park facility completed - cost of £0.5m
• Post year end acquisition of freehold interest in Fiat and Nissan dealership in Warrington for £2.2m, reducing annual rental costs
by £0.2m
7
Operating and Financial Review
Cambria’s financial year 2012/13 dovetailed with 12 months of strong trading in the industry and the Group’s operating and financial performance
improvements, reported in H1, continued into the second half at an accelerated pace. This pleasing performance was delivered in an increasingly
buoyant UK new car market and a consumer environment showing real signs of recovery.
During the year, we completed the purchase of County Motor Works in Chelmsford which represents Vauxhall, Alfa Romeo and Chrysler Jeep.
The integration of this business has progressed well, producing a small contribution to Group profits in the first seven months of ownership.
The table below summarises our financial performance, which is detailed in the Finance Director’s Report:
Year ended 31 August
Revenue
Underlying EBITDA*
Underlying operating profit*
Underlying profit before tax*
Underlying net profit margin*
EBITDA
Operating profit
Profit before tax
Non-recurring expenses
Net Assets
Net profit margin
Underlying earnings per share*
Earnings per share
* These items exclude non-recurring expenses of £0.1m (2012: £0.39m)
2013
£m
395.8
6.1
4.6
4.1
1.0%
6.0
4.5
4.0
0.1
24.6
1.0%
3.57p
3.49p
2012
£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
8
Operating and Financial Review (continued)
I am pleased to report that the Group has again generated strong cash during the year, improving Cambria’s net cash position and we have
significant facilities available for continued expansion. Accordingly, we have been able to invest more resource in identifying acquisition
opportunities. It is very important for Cambria to build on the favourable mix of its portfolio, maintaining a good balance of high luxury,
premium and volume brands as the Group grows.
Brand Partnerships
In line with our buy-and-build strategy, our management has continued to work with both existing and potential Brand Partners (manufacturers)
with whom the Group may develop Primary Brand Partner relationships (i.e. more than three franchised dealerships). We have worked hard
to improve the businesses acquired in previous years and to integrate and develop the ones acquired and established in the year under review,
making significant investment in the management of those businesses as well as in the property infrastructure.
Our current portfolio of Brand Partners and dealerships comprises:
Prestige
Aston Martin
Alfa Romeo
Honda
Jaguar
Volvo
Volume
Abarth
Citroen
Chrysler Jeep
Dacia
Fiat
Ford
Mazda
Nissan
Renault
Seat
Vauxhall
3
2
2
5
5
17
Motorcycle
Triumph
1
1
1
1
5
5
4
1
1
1
2
23
2
2
During the year, we invested in the re-development of our Swindon Motor Park site to bring it up to current franchise standards for Citroen and
Seat. The modernisation of the showroom significantly enhances the Guest experience at this facility.
In addition to the acquisition of County Motor Works, we worked with a number of existing and potential new Brand Partners to identify
acquisition opportunities within their networks. We entered into a number of acquisition target negotiations, some of which are ongoing.
Cambria has enjoyed the benefits of a strategically balanced brand portfolio with a strong mix of high luxury, premium and volume businesses
and we intend to continue our buy-and-build strategy acquiring businesses that represent good value for our shareholders.
When making acquisitions, the Board understands that the integration and maturing of the dealerships takes time and management investment.
After acquiring 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, in which local management teams are empowered via our
“four pillar strategy” to run their own business units. Cambria dealerships do not trade under the “Cambria” name but focus on local branding.
Our dealerships trade as “Grange”, “Doves”, “Dees”, “Invicta Motors”, “County Motor Works”, “Pure Triumph” or “Motorparks”, depending on the
franchise and the name in the local area. When acquiring a business, the Board considers the geographical location of the franchise and then
chooses to either adopt a new trading style or retain the existing business name.
9
Automobiles plc
Locations across the UK
Welwyn
Garden City
Brentwood
Chelmsford
Wimbledon
Croydon
Southampton
Thanet
Tunbridge
Wells
Canterbury
Ashford
Maidstone
Gatwick
Horsham
Blackburn
Preston
Bolton
Bury
Oldham
Warrington
Wellingborough
Northampton
Woburn
Swindon
Exeter
10
Operating and Financial Review (continued)
2013
Revenue
2013
Revenue
mix
2013
Gross
Profit
2013
Margin
2012
Revenue
2012
Revenue
mix
2012
Gross
Profit
2012
Margin
£m
159.8
188.8
56.6
(9.4)
%
40.4
47.7
14.3
(2.4)
395.8
100.0
£m
10.6
17.5
23.1
-
51.2
(46.6)
4.6
(0.1)
4.5
%
6.7
9.3
40.8
-
12.9
1.1
£m
133.7
176.5
51.0
(8.7)
%
37.9
50.1
14.5
(2.5)
352.5
100.0
£m
9.0
16.2
21.3
-
46.5
(42.6)
3.9
(0.4)
3.5
%
6.8
9.2
41.8
-
13.2
1.0
2013
8,957
2012
Year on year growth
7,718
16.1%
New Vehicles
Used Vehicles
Aftersales
Internal sales
Total
Operating expenses
Operating profit before non-
recurring expenses
Non-recurring expenses
Operating profit
New Vehicle Sales
New units
New vehicle revenue increased from £133.7m to £159.8m with total new car and motorcycle sales volume up 16.1%. The new vehicle gross profit
margin was 6.7% against 6.8% in 2012 and there was a £1.6m increase in gross profit. We saw some dilution in new car margin in the second half of
the financial year; this has continued into the current trading period. The slightly reduced margin reflects the increased average selling price per
unit but was also due to increased numbers of Fleet and Commercial vehicles which sell at lower margins.
The new vehicle performance of the Group was delivered against a backdrop of a 9.8% year-on-year increase in new car registrations in the UK for
the period 1 September 2012 to 31 August 2013. The private registrations element of the new car market increased 16.5% year-on-year. The Group’s
Brand Partners saw a combined 9.1% increase in their total registrations during the course of the year with some of them experiencing significant
volume increases, whilst others experienced reductions. The Group’s sale of new vehicles to private individuals was 12.8% higher year-on-year at
7,774 units. The sale of commercial and fleet vehicles by the Group increased by 18.8% to 632 units and by 88% to 551 units respectively; these sales
are transacted at lower margins hence the dilutive effect on overall new car gross margin.
Used Car Sales
Used units
2013
14,036
2012
Year on year growth
13,826
1.5%
We have delivered another reasonable performance in used vehicle sales. Revenues increased from £176.5m to £188.8m and the number of units
sold rose by 1.5%. The gross profit generated increased by £1.3m to £17.5m with the margin improving from 9.2% to 9.3%. The major driver of the
increased margin and profitability was our focus on sale of Finance and Insurance products. The Group has also concentrated on tight management
of its used vehicle inventories, which has delivered some benefits but the Board believes that there is opportunity for further improvement.
11
Operating and Financial Review (continued)
Aftersales
Service hours
2013
2012
Year on year growth
306,611
288,114
6.4%
Aftersales revenue increased 11% year on year from £51.0m to £56.6m and the related gross profit increased by £1.8m year on year to £23.1m. The
overall aftersales margin reduced from 41.8% to 40.8%, largely due to a 16% increase in parts sales at lower margin than the service element of the
aftersales revenue. The aftersales departments contributed 45.1% of the Group’s overall gross profit.
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. This 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.
Group Strategy
Since our incorporation in March 2006, we have continued to apply our focused buy-and-build strategy of acquiring motor dealership assets
using internally generated funds. Following any acquisition, the Cambria management team implements new financial, 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 nine separate transactions since our incorporation.
We will continue with our three step approach to purchasing a new business - acquisition, integration and operation, as outlined below:
Acquisition
When acquiring new businesses, we are diligent in ensuring that none of the contractual obligations taken on upset the integrity of our balance
sheet. This includes ensuring that leases reflect market value and that any unusual contractual obligations are addressed prior to acquisition in
order to avoid taking on any legacy costs. Our Group balance sheet shows that we have only £0.3m of goodwill which has been generated across
the nine acquisitions. We do not have any defined benefit 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, been funded from our own cash resources
and banking facilities. Maintaining the Group’s balanced Brand portfolio will be fundamental to its continued success and development and this
will undoubtedly mean that we acquire and develop more Premium and Luxury businesses. All acquisitions and any related funding required are
assessed on their individual merits. For compelling acquisition targets, we will undoubtedly have to pay a premium, but will still focus on ensuring
that the Group delivers strong and consistent returns on equity.
12
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 including FCA and Health & Safety. Newly acquired Associates are transferred to Cambria employment contracts with compensation
and benefits 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.
Operation
With any new acquisition, the standard financial controls are implemented immediately, ranging from individual cheque signatories to daily
reporting of vehicle sales and aftersales revenues, margins and other performance figures. We then implement our two growth strategies (i)
“Cambria Digital”, which is our internet social networking strategy for vehicle sales coupled with our “Guest Connect” support centre, and (ii) in
Aftersales our “Duty of Care Gearbox” which is designed to supply our Guests with a one stop solution for all their vehicle maintenance needs.
We are delighted that the Cambria “Motorparks.co.uk” website has recently been voted the best franchised dealer website in the industry in the
Auto Retail Network report 2013, based on its strong performance on mobile devices as well as its consumer focus and engaging design. Our
focus on a world class Guest Experience continues with our omni-channel marketing approach.
We believe our three step approach gives us a significant advantage particularly in difficult economic times.
Cambria Academy
The Group has invested in establishing and developing the Cambria Academy during the year. This is a training Academy for the Group’s
Associates and is critically important as the Group embarks on its next exciting period of expansion. The Academy has been established to
enhance the Cambria Guest Experience with the following key strategic objective:
“To deliver an outstanding experience making it easy for our Guests to buy, own and maintain their vehicle, ensuring that they will want to do
so again and recommend us to others.”
We will continue to enhance and refine the Academy to help develop our own talent pool, promote Associate retention and to create our own
future management with the overriding objective of enhancing the Guest Experience when interacting with Cambria. In its first six months of
operation, the Academy has given initial training to a significant proportion of the Group’s Guest facing sales Associates.
Outlook
There have been 20 consecutive months of year-on-year growth to October 2013 in new car registrations in the UK. Vehicle manufacturers
continue to deliver strong consumer offers, which represent attractive propositions for our Guests to acquire new cars. Whilst the manufacturers
have both the vehicle availability and these strong consumer offers, we expect the new car market in the UK to remain strong, although
maintaining double digit growth is unlikely as the prior year comparison hardens.
Our continued strong cash generation, coupled by a net ungeared balance sheet and minimal goodwill, leaves us well positioned to develop
and protect our balanced Brand portfolio. We continue to focus upon the development of our high luxury and premium brands and Cambria is
investing more resources in identifying acquisition opportunities. Subsequent to the year end, we have been able to complete the purchase of
the freehold interest of our Fiat and Nissan dealership in Warrington for £2.19m, reducing annual rental costs by £0.16m.
As our Chairman has already stated, the Group’s performance in the first two months of the new financial year was both ahead of our business
plan and the year under review. I am confident that Cambria will maintain this momentum and continue to deliver improved performances
across all it departments in the current financial year.
Mark Lavery
Chief Executive
13
Operating and Financial Review (continued)
Finance Director’s Report
Overview
Total revenues in the period increased 12.3% to £395.8m from £352.5m in the prior year. The majority of the increase came from new vehicle sales
where unit volumes were up 16.1% and revenues up 19.5%. Used car unit sales and revenues increased by 1.5% and 7% respectively. Revenues from
the aftersales businesses increased by 11% compared with the previous year.
Total gross profit increased by £4.7m (10.1%) from £46.5m to £51.2m in the year. Gross profit margin across the Group reduced from 13.2% to
12.9% reflecting the change in revenue mix following the increase in new car sales. The used vehicle margin improved slightly as a result of
stronger profit per unit at 9.3%. The aftersales operations contributed 45.1% of the total gross profit for the Group compared to 45.8% in the
previous period, at a gross profit margin of 40.8%.
Administrative expenses for the businesses increased by £3.7m year-on-year, including the incremental administrative expenses relating to
the additional County Motor Works business for 7 months which accounted for £1.6m of the increase. The other major area of administrative
expense increase related to enhanced bonus and commissions for delivery of incremental vehicle sales and profitability.
During the financial year, the Group incurred non-recurring expenses of £0.07m in relation to transaction costs associated with the business
acquisition and £0.03m in relation to redundancy costs following some restructuring of the aftersales business.
The underlying EBITDA in the period was £6.1m from £5.4m in the previous year. Underlying operating profit was £4.6m compared to £3.9m in
the previous year, resulting in an underlying operating margin of 1.2% (2012: 1.1%).
Net finance expenses were £0.5m, reduced from £0.8m, following lower consignment stock interest charges as a result of the increase in new
car sales.
The Group’s underlying profit before tax was £4.1m in comparison with £3.1m in the previous year. The acquisitions accounted for a profit of
£0.02m in the year.
The underlying earnings per share were 3.57p (2012: 2.64p). Basic earnings per share were 3.49p (2012: 2.34p), and the Group’s underlying return
on shareholders’ funds for the year was 16.6% (2012: 13.5%).
Taxation
The Group tax charge was £0.5m (2012: £0.4m) representing an effective rate of tax of 13.3% (2012: 14.3%) on a profit before tax of £4.0m (2012:
£2.7m). The tax rate is lower in the reporting period as a result of a specific capital allowances claim referred to in my report in 2012 and
the interim results to February 2013. This claim has now been approved by HMRC and recognised in full in these financial statements. The
anticipated tax charge for 2014 is expected to revert back towards a more normal effective tax rate.
Financial Position
The Group has a robust balance sheet with a net asset position of £24.6m underpinned by £25.8m of freehold and long leasehold property.
Reflecting our prudent approach to financial 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 £11.9m. Each of the loans has different repayment profiles between seven
and ten years and bear interest at between base plus 1.25% and LIBOR plus 3%. During the financial year the Group comfortably met the bank
covenants attaching to these borrowings.
The net cash position of the Group as at 31 August 2013 was £2.9m (2012: net cash £0.1m), reflecting a cash position of £14.8m (2012: £11.5m).
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 fluctuations in working capital.
The overdraft facilities are renewable annually and are next due in February 2014. 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
significant liquidity to identify and approach acquisition targets. Total facilities available including cash reserves equate to £23.8m.
14
Operating and Financial Review (continued)
Cash flow and Capital Expenditure
The Group generated an operating cash inflow of £8.4m with working capital reducing by £3.5m through efficient management of the vehicle
inventory and the stocking lines associated with that inventory. Total funds invested in business acquisitions and capital expenditure was
£5m, of which £1m was working capital and £4m was property plant and equipment, including the acquisition of County Motor Works and the
freehold property from which it operates. A new loan of £1.98m was drawn down against the freehold purchase of the property acquired.
During the year capital repayments of £1.49m were made against the total term loans outstanding. The capital repayments due in the financial
year to 31 August 2014 total £1.55m.
As a result of the net cash inflow of £3.3m, the gross cash position was £14.8m, with gross debt increasing by £0.5m to £11.9m and overall net cash
increased from £0.1m in 2012 to £2.9m.
Subsequent to the year end the Group purchased the freehold interest of the dealership from which it operates the Fiat and Nissan franchises in
Warrington for £2.19m. The purchase has been funded from the Group’s cash resources and reduces the ongoing external rent charge by £0.16m.
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 the prior year. All ordinary shares rank pari passu for
both voting and dividend rights.
Pension Schemes
The Group does not operate any defined benefit pension schemes, and has no liability arising from any such scheme. The Group made
contributions amounting to £0.15m to defined contributions schemes for certain employees. The Group’s staging date for Pensions Auto-
Enrolment was October 2013 and we anticipate that this will increase the Group’s pension costs for the 2014 financial year by £0.2m.
Financial Instruments
The Group does not have any contractual obligation under any financial instruments with respect to the hedging of interest rate risk.
Dividends
The Board is pleased to announce that it will make a final dividend payment in respect of the financial year to 31 August 2013 of 0.4p per share
in addition to the interim dividend of 0.1p per share paid in May 2013. If approved by the shareholders at the Annual General Meeting to be held
on 16 January 2014, the dividend will be payable on 24 January 2014 to those shareholders registered on 27 December 2013. The Board aims to
maintain a dividend policy that grows with the Group’s earnings but intends to ensure that the payment of dividend does not detract from its
primary strategy to continue to buy-and-build and grow the Group.
James Mullins
Finance Director
15
Directors’ report
The directors present their directors’ report and financial statements for the year ended 31 August 2013.
Principal activities
Cambria’s principal activities are the sale and servicing of motor vehicles and the provision of ancillary services. The Group operates from 27
sites with a total of 42 dealer franchises.
Enhanced Business Review
All details required are covered in the Chairman’s Statement and the Operating and Financial Review between pages 4 and 15.
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 affect 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 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
Directors’ report (continued)
Proposed dividend
The directors recommend the payment of a final dividend for 2013 of 0.4p per share which equates to £0.4m (2012: £0.3m). If approved at the
Annual General Meeting to be held on 16 January 2014, the dividend will be payable on 24 January 2014 to those shareholders registered on 27
December 2013.
Directors
The directors who held office during the year were as follows:
P H Swatman
M J J Lavery
M W Burt
J A Mullins
Sir P A Burt
All directors benefited from qualifying third party indemnity provisions in place during the financial period.
Associates
The Group recognises the benefit of keeping associates informed of group affairs 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 differently 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 effort to accommodate them in suitable alternative employment.
Political and charitable contributions
During the year, the Company made £nil charitable donations. The Company actively support BEN, the Motor And Allied Trades Benevolent
Fund and made a charitable donation in 2012 of £10,000, and in October 2013 has made a donation of £10,000. 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 (2012: £nil).
Disclosure of information to auditor
The directors who held office at the date of approval of this directors’ report confirm 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
25 November 2013
17
Statement of directors’ responsibilities in respect of the Directors’ Report and the
financial statements
The directors are responsible for preparing the Directors’ Report and the group and parent company financial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. As required by the AIM rules of the London Stock
Exchange they are required to prepare the group financial statements in accordance with IFRSs as adopted by the EU and applicable law and
have elected to prepare the parent company financial statements in accordance with UK Accounting Standards and applicable law (UK Generally
Accepted Accounting Practice).
Under company law the directors must not approve the financial statements unless they give a true and fair view of the state of affairs of the
group and parent company and of their profit or loss for that period.
In preparing each of the group and parent company financial 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 financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU
• for the parent company financial statements state whether applicable UK Accounting Standards have been followed, subject to any material
departures disclosed and explained in the parent company financial statements;
• prepare the financial 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 sufficient to show and explain the parent company’s transactions
and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial
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 financial information included on the company’s website.
Legislation in the UK governing the preparation and dissemination of the financial statements may differ from legislation in other jurisdictions.
18
KPMG Audit plc
Independent auditor’s report to the members of Cambria Automobiles plc
We have audited the financial statements of Cambria Automobiles plc for the year ended 31 August 2013 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
financial reporting framework that has been applied in the preparation of the group financial statements is applicable law and International
Financial Reporting Standards (IFRS) as adopted by the EU. The financial reporting framework that has been applied in the preparation of the
parent company financial 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 auditor’s 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
financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the
financial 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 Ethical Standards for Auditors.
Scope of the audit of the financial statements
A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/
auditscopeukprivate
Opinion on financial statements
In our opinion:
• the financial statements give a true and fair view of the state of the group’s and of the parent company’s affairs as at 31 August 2013 and of the
group’s profit for the year then ended;
• the group financial statements have been properly prepared in accordance with IFRSs as adopted by the EU;
• the parent company financial statements have been properly prepared in accordance with UK Generally Accepted Accounting Practice;
• the financial 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 financial year for which the financial statements are prepared is consistent
with the financial 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 financial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified 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)
for and on behalf of KPMG Audit plc, Statutory Auditor
Chartered Accountants
Plym House
3 Longbridge Road
Plymouth
PL6 8LT
19
Consolidated Statement of comprehensive income
for year ended 31 August 2013
Revenue
Cost of sales
Gross Profit
Administrative expenses
Results from operating activities
Finance income
Finance expenses
Net finance expenses
Profit before tax from operations before non-recurring expenses,
acquisitions and disposals
Trading profit/(loss) from branch acquired in year
Trading loss from branch disposed in year
Non-recurring expenses
Profit before tax
Taxation
Profit and total comprehensive income for the period
Note
3
4
4
9
9
5
4
10
2013
£000
395,776
2012
£000
352,535
(344,550)
(306,017)
51,226
46,518
(46,680)
(43,019)
4,546
3,499
60
(580)
(520)
4,111
17
-
4,128
(102)
4,026
(534)
3,492
54
(820)
(766)
3,486
(217)
(142)
3,127
(394)
2,733
(393)
2,340
2.34p
Basic and diluted earnings per share
8
3.49p
All comprehensive income is attributable to owners of the parent company
20
Consolidated Statement of changes in equity
for year ended 31 August 2013
Note
Share capital Share premium Retained earnings
Total equity
£000
£000
£000
£000
Balance at 31August 2011
10,000
799
8,702
19,501
Profit for the year
Dividend paid
-
-
-
-
2,340
(300)
2,340
(300)
Balance at 31 August 2012
10,000
799
10,742
21,541
Profit for the year
Dividend paid
21
-
-
-
-
3,492
(400)
3,492
(400)
Balance at 31 August 2013
10,000
799
13,834
24,633
21
Consolidated Statement of financial position
at 31 August 2013
Note
2013
£000
2012
£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
28,353
25,751
356
618
391
626
29,327
26,768
66,248
8,038
14,754
56,342
7,123
11,503
89,040
74,968
118,367
101,736
(1,550)
(81,126)
(251)
(41)
(1,352)
(67,829)
(460)
(41)
(82,968)
(69,682)
(10,317)
(10,020)
(10)
(439)
(54)
(439)
(10,766)
(10,513)
(93,734)
(80,195)
24,633
21,541
10,000
799
13,834
10,000
799
10,742
24,633
21,541
These financial statements were approved by the board of directors on 25 November 2013 and were signed on its behalf by:
Mark Lavery
Director
22
Company registered number: 05754547
Consolidated Cash Flow Statement
for year ended 31 August 2013
Notes
Cash flows from operating activities
Profit for the year
Adjustments for:
Depreciation, amortisation and impairment
11/12
Financial income
Financial expense
Loss on sale of property, plant and equipment
Profit on disposal of branch
Taxation
Non recurring expenses
Change in trade and other receivables
Change in inventories
Change in trade and other payables
Change in provisions
Interest paid
Tax paid
Non recurring expenses
Net cash from operating activities
Cash flows from investing activities
Interest received
Acquisition of branch by trade and assets purchase
Acquisition / purchase of property, plant and equipment
Disposal of branch by trade and assets sale
Net cash from investing activities
Cash flows from financing activities
Proceeds from new loan
Interest paid
Repayment of borrowings
Dividend paid
Net cash from financing activities
Net increase/(decrease) 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
2013
£000
3,492
1,429
(60)
580
1
-
534
102
6,078
(915)
(8,806)
13,215
(44)
9,528
(287)
(735)
(102)
8,404
60
(1,209)
(3,806)
-
(4,955)
1,980
(293)
(1,485)
(400)
(198)
3,251
11,503
14,754
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
23
Notes
(forming part of the financial 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 office is Swindon Motor Park, Dorcan Way, Swindon, SN3 3RA. The registered number
of the company is 05754547.
These financial statements as at 31 August 2013 consolidate those of the Company and its subsidiaries (together referred to as the “Group”). The
parent company financial statements present information about the Company as a separate entity and not about its group.
The Group financial 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 financial statements in accordance
with UK GAAP; and these are presented on pages 54 to 63.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in the financial statements.
Judgements made by the directors in the application of these accounting policies that have significant effect on the financial statements and
estimates with a significant risk of material adjustment in the next year are discussed at the end of this note.
Basis of preparation
The financial 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 financial statements.
Further information regarding the company’s business activities together with the factors likely to affect its future development, performance
and position is set out in the Directors’ Report on pages 16 to 17.
Basis of consolidation
The financial statements consolidate the financial 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 financial
and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently
exercisable or convertible are taken into account. The financial 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. Identifiable 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 profit or loss.
The excess of the cost of an acquisition over the fair values of the Group’s share of identifiable assets and liabilities acquired is recognised as
goodwill. If the fair value of identifiable assets and liabilities acquired (i.e. discount on acquisition) exceeds the cost of the business combination,
the difference is recognised directly in profit or loss.
Inter-company transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated on consolidation.
24
Notes (continued)
(forming part of the financial 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 identified
as the Chief Executive Officer.
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 significant 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, stocking interest charge on consignment and used vehicles and finance 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 profit or loss as it accrues, using the effective interest method.
Operating profit
Operating profit relates to profit before finance income, finance expense and income tax expense.
25
Notes (continued)
(forming part of the financial 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 identifiable assets,
liabilities and contingent liabilities, and recognition of identifiable intangibles at the date of acquisition. Identifiable 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 identifiable group of assets that generates cash inflows that are largely independent of the cash inflows 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 indefinite. Intangible
assets with an indefinite 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 flows. 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 different 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
• fixtures and fittings
• 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
Notes (continued)
(forming part of the financial 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 effect on the estimated future cash flows
of that asset. If any such indication exists, the asset’s recoverable amount is estimated.
For goodwill, assets that have an indefinite 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 first 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 identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of
assets.
For an asset that does not generate largely independent cash inflows, 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 first-in first-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.
27
Notes (continued)
(forming part of the financial statements)
1 Accounting policies (continued)
Financial Instruments
Classification of financial 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 financial assets or to exchange financial assets or financial
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
fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes
the legal form of the company’s own shares, the amounts presented in the historical financial information for called up share capital and share
premium account exclude amounts in relation to those shares.
Non-derivative financial instruments
Non-derivative financial 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
effective 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
effective 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 flow 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 effective interest method.
28
Notes (continued)
(forming part of the financial statements)
1 Accounting policies (continued)
Taxation
Tax on the profit 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 differences between the carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the
initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences
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 profits will be available against which the temporary
difference can be utilised.
Employee benefits
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which the company pays fixed contributions into a separate entity and
will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined 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 classified as finance 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 finance 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 finance charge and the reduction of the outstanding liability. The finance 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 outflow of economic benefits will be required to settle the obligation.
29
Notes (continued)
(forming part of the financial statements)
1 Accounting policies (continued)
IFRS not yet applied
A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 January 2013, and
have not been applied in preparing these consolidated financial 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 effect on the financial statements unless
otherwise indicated:
• IFRS 7 Financial Instruments: Disclosures – Amendments to IFRS 7 require that for financial assets and liabilities within the scope of
common disclosures, an entity is required to disclose the gross amounts being offset in accordance with the criteria in IAS 32.
• 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.
• IAS 34 Interim Financial Reporting – Annual improvements cycle includes amendments to the reporting of segment assets and liabilities.
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 flow 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 effectively under the control of the Group and are included within inventories in the Statement of
Financial Position as the Group has the significant 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 financial statements to present a true and fair view.
30
Notes (continued)
(forming part of the financial statements)
2 Acquisitions and disposals of trading branches
Effect of acquisition in 2013
Acquisition of trading branch
On 31 January 2013, the Group acquired the trade and assets of the Vauxhall, Alfa Romeo, Chrysler and Jeep dealership in Chelmsford from
County Holdings (Chelmsford) Limited and its subsidiary companies.
Pre-acquisition carrying
amount and Fair Value
Acquiree’s net assets at the acquisition date:
Freehold property
Plant and equipment
Stocks
Trade and other creditors
Net and identifiable assets and liabilities
Goodwill on acquisition
Consideration paid (note that transaction costs of £67k were written off to administrative expenses in 2013),
satisfied in cash
The results attributable to the branch acquired during the financial year were as follows:
Turnover
Profit before tax
£000
3,017
191
1,100
(82)
4,226
-
4,226
2013
£000
11,670
17
31
Notes (continued)
(forming part of the financial statements)
2 Acquisitions and disposals of trading branches
Effect of acquisition in 2012
Acquisition of trading branch
On 1 September 2011, the Group completed the acquisition of the Vauxhall dealership in Southampton from Hartwell Group plc.
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 identifiable assets and liabilities
Goodwill on acquisition
Consideration paid (note that transaction costs of £77,825 were written off to operating expenses in 2012),
satisfied in cash
The results attributable to the branch acquired during the financial year were as follows:
Revenue
Loss before tax
£000
46
277
(10)
313
-
313
2012
£000
12,692
(217)
Disposal of trading branch
The decision was made in 2012 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 identifiable assets and liabilities
Profit on disposal
Consideration received (note that transaction costs of £18,068 were written off to
operating expenses in 2012), satisfied in cash
Pre-disposal carrying amount
and Fair Value
£000
6
394
400
81
481
32
Notes (continued)
(forming part of the financial statements)
2 Acquisitions and disposals of trading branches (continued)
The results attributable to the branch disposed during the financial 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
2013
£000
348,601
47,175
395,776
352,535
The Group has adopted IFRS 8 ‘Operating Segments’ which determines and presents operating segments based on information presented to
the Group’s Chief Operating Decision Maker (“CODM”), the Chief Executive Officer. 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.
2013
Revenue
2013
Revenue
mix
2013
Gross
Profit
2013
Margin
2012
Revenue
2012
Revenue
mix
2012
Gross
Profit
2012
Margin
£m
159.8
118.8
56.6
(9.4)
%
40.4
47.7
14.3
(2.4)
£m
10.6
17.5
23.1
-
%
6.7
9.3
40.8
-
£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
-
New Vehicles
Used Vehicles
Aftersales
Internal sales
Total
395.8
100.0
51.2
12.9
352.5
100.0
46.5
13.2
Operating expenses
Operating profit before non recurring
expenses
Non recurring expenses
(46.6)
4.6
(0.1)
(42.6)
3.9
(0.4)
Operating profit
4.5
1.1
3.5
1.0
The CODM reviews the performance of the business in terms of both net profit before tax and EBITDA, as such the following table shows a
reconciliation of the Profit before tax to EBITDA.
33
Notes (continued)
(forming part of the financial statements)
4 Segmental reporting (continued)
Profit Before Tax
Non recurring expenses (note 5)
Underlying Profit Before Tax
Net finance 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 the following:
Impairment loss recognised on other trade receivables and prepayments (note 22(b))
Auditors’ remuneration:
Audit of these financial statements
Audit of financial statements of subsidiaries pursuant to legislation
Other services relating to taxation
All other services
34
2013
£000
4,026
102
4,128
520
1,429
6,077
(102)
5,975
2013
£000
67
35
102
2013
£000
126
2013
£000
25
91
29
-
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
Notes (continued)
(forming part of the financial 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 defined contribution plans
2013
317
378
109
213
1,017
2013
£000
27,047
2,984
152
30,183
2012
309
355
110
174
948
2012
£000
25,259
2,790
151
28,200
8 Earnings per share
Basic earnings per share are 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.
Profit attributable to shareholders
Non recurring expenses (note 5)
Tax on adjustments (at 23.58 % (2012: 25.16%))
Adjusted profit attributable to equity shareholders
2013
£000
3,492
102
(24)
3,570
2012
£000
2,340
394
(99)
2,635
Number of shares in issue (‘000)
100,000
100,000
Basic earnings per share
Adjusted earnings per share
3.49p
3.57p
2.34p
2.64p
35
Notes (continued)
(forming part of the financial statements)
9 Finance income and expense
Recognised in the income statement
Finance income
Rent deposit interest
Interest receivable
Total finance income
Finance expense
Interest payable on bank borrowings
Consignment and used stocking interest
Total finance expense
Total interest expense on financial liabilities held at amortised cost
Total other interest expense
10 Taxation
Recognised in the income statement
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
2013
£000
2012
£000
3
57
60
293
287
580
293
287
580
2013
£000
854
7
(335)
526
162
(257)
103
-
8
534
16
38
54
327
493
820
327
493
820
2012
£000
773
(12)
(76)
685
34
(161)
(161)
(4)
(292)
393
Notes (continued)
(forming part of the financial statements)
10 Taxation (continued)
Reconciliation of total tax
Profit for the year
Total tax expense
Profit excluding taxation
Tax using the UK corporation tax rate of 23.58% (2012: 25.16%)
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
2013
£000
3,492
534
4,026
949
35
125
-
(162)
162
-
68
(585)
(58)
534
2012
£000
2,340
393
2,733
688
45
114
4
(32)
34
2
143
(249)
(356)
393
The applicable tax rate for the current year is 23.58% (2012: 25.16%) following the reduction in the main rate of UK corporation tax from 24% to
23% with effect from 1 April 2013.
Reductions in the UK corporation tax rate from 26% to 24% (effective from 1 April 2012) and to 23% (effective 1 April 2013) were substantively
enacted on 26 March 2012 and 3 July 2012 respectively. Further reductions to 21% (effective from 1 April 2014) and 20% (effective from 1 April
2015) were substantively enacted on 2 July 2013.
This will reduce the company’s future current tax charge accordingly. The deferred tax asset at 31 August 2013 has been calculated based on the
rates of 20% and 21% substantively enacted at the balance sheet date.
37
Notes (continued)
(forming part of the financial statements)
11 Property, plant and equipment
Freehold land
& buildings
Long
leasehold
land &
buildings
Short
leasehold
improvements
Plant &
equipment
Fixtures,
fittings &
computer
equipment
Total
£000
£000
£000
£000
£000
£000
19,387
900
-
-
-
20,287
20
3,017
-
5,058
-
-
-
-
5,058
-
-
-
3,895
36
-
-
-
3,931
421
-
-
2,601
137
46
(65)
(10)
2,709
114
105
(121)
6,468
364
-
(335)
(12)
6,485
234
86
(239)
37,409
1,437
46
(400)
(22)
38,470
789
3,208
(360)
Cost
Balance at 1 September 2011
Additions
Branch acquisitions
Disposals
Branch disposals
Balance at 1 September 2012
Additions
Branch acquisitions
Disposals
Balance at 31 August 2013
23,324
5,058
4,352
2,807
6,566
42,107
Depreciation
Balance at 1 September 2011
Charge for the year
Disposals
Branch disposals
Balance at 1 September 2012
Depreciation charge for the year
Disposals
Balance at 31 August 2013
Net book value
At 31 August 2012
1,333
280
-
-
1,613
300
-
1,913
476
81
-
-
557
82
-
639
18,674
4,501
At 31 August 2013
21,411
4,419
2,821
274
-
-
3,095
285
-
2,150
222
(65)
(7)
2,300
207
(120)
4,953
543
(334)
(8)
5,154
520
(239)
11,733
1,400
(399)
(15)
12,719
1,394
(359)
3,380
2,387
5,435
13,754
836
972
409
420
1,331
25,751
1,131
28,353
As at 31 August 2013 there are no capital commitments (2012: £328,000)
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 2013 there were no assets in the course of construction (2012: £nil).
38
Notes (continued)
(forming part of the financial statements)
12 Intangible assets
Cost
Balance at 1 September 2011
Balance at 1 September 2012
Balance at 31 August 2013
Amortisation and impairment
Balance at 1 September 2011
Amortisation
Balance at 1 September 2012
Amortisation for the year
Balance at 31 August 2013
Net book value
At 31 August 2012 and 1 September 2012
At 31 August 2013
Goodwill
Software
£000
£000
Other
£000
346
346
346
-
-
-
-
-
346
346
720
720
720
596
79
675
35
710
45
10
176
176
176
176
-
176
-
176
-
-
Total
£000
1,242
1,242
1,242
772
79
851
35
886
391
356
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
39
Notes (continued)
(forming part of the financial statements)
12 Intangible assets (continued)
Amortisation charge
The amortisation charge is recognised in the following line items in the income statement:
Administrative expenses
2013
£000
35
2012
£000
79
Impairment loss and subsequent reversal
Goodwill and indefinite life intangible assets considered significant 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
2013
£000
261
85
346
2012
£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
Notes (continued)
(forming part of the financial statements)
13 Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities
The amount of temporary differences, unused tax losses and tax credits for which a deferred tax asset is recognised is set out below. The asset
would be recovered if offset against future taxable profits 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
2013
£000
92
493
5
28
618
2012
£000
257
344
2
23
626
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 benefit 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
2013
£000
439
2012
£000
439
Unrecognised deferred tax assets and liabilities
The deferred tax asset in relation to loss carried forward within a subsidiary has not been recognised due to uncertainty over the future profitability
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
2013
£000
657
657
2012
£000
755
755
Reductions in the UK corporation tax rate from 26% to 24% (effective from 1 April 2012) and to 23% (effective 1 April 2013) were substantively enacted
on 26 March 2012 and 3 July 2012 respectively. Further reductions to 21% (effective from 1 April 2014) and 20% (effective from 1 April 2015) were
substantively enacted on 2 July 2013.
This will reduce the company’s future current tax charge accordingly. The deferred tax asset at 31 August 2013 has been calculated based on the rates of
20% and 21% substantively enacted at the balance sheet date.
41
Notes (continued)
(forming part of the financial statements)
14 Inventories
Vehicle consignment stock
Motor vehicles
Parts and other stock
2013
£000
38,287
25,855
2,106
2012
£000
32,900
21,154
2,288
66,248
56,342
Included within inventories is £nil (2012: £nil) expected to be recovered in more than 12 months.
Raw materials, consumables and changes in finished goods and work in progress recognised as cost of sales in the year amounted to £340 million
(2012: £302 million).
15 Trade and other receivables
Trade receivables
Prepayments and other receivables
2013
£000
5,790
2,248
8,038
2012
£000
5,462
1,661
7,123
Included within trade and other receivables is £nil (2011: £nil) expected to be recovered in more than 12 months.
16 Cash and cash equivalents
Cash and cash equivalents per balance sheet
14,754
11,503
Cash and cash equivalents per cash flow statement
14,754
11,503
2013
£000
2012
£000
42
Notes (continued)
(forming part of the financial 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
2013
£000
2012
£000
10,317
10,020
1,550
1,352
Nominal interest rate
Year of
Maturity
Face Value and
Carrying Amount
Face Value and
Carrying Amount
Loan 31/07/2006
Loan 01/08/2007
Loan 31/12/2007
Loan 01/03/2011
Loan 01/02/2013
Bank of England Base Rate +1.25%
Bank of England Base Rate +1.25%
LIBOR +1.75%
LIBOR +3.00%
LIBOR +1.95%
2019
2020
2020
2017
2018
2013
£000
1,688
507
5,834
1,957
1,881
2012
£000
2,009
580
6,620
2,163
-
11,867
11,372
43
Notes (continued)
(forming part of the financial statements)
18 Trade and other payables
Current
Vehicle consignment creditor
Other trade payables
Non-trade payables and accrued expenses
Vehicle funding
2013
£000
44,760
7,937
9,524
18,905
81,126
2012
£000
38,498
6,903
6,540
15,888
67,829
Included within trade and other payables is £ nil (2012: £nil) expected to be settled in more than 12 months.
19 Employee benefits
Pension plans
Defined contribution plans
The Group operates a number of defined contribution pension plans.
The total expense relating to these plans in the current year was £152,000 (2012: £151,000).
20 Provisions
Balance at 1 September 2012
Provisions used during the year
Balance at 31 August 2013
Current
Non current
Balance at 31 August 2012
Current
Non current
Balance at 31 August 2013
Onerous Leases
£000
95
(44)
51
41
54
95
41
10
51
The onerous lease provision is being released against the costs incurred on the relevant lease. The provision will be fully released by 2015.
44
Notes (continued)
(forming part of the financial 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 classified in shareholders funds
2013
£000
10,000
10,000
10,000
10,000
10,000
10,000
2012
£000
10,000
10,000
10,000
10,000
10,000
10,000
All of the shares rank pari passu, and no shareholder enjoys different or enhanced voting rights from any other shareholder. All shares are eligible
for dividends and rank equally for dividend payments.
45
Notes (continued)
(forming part of the financial statements)
Dividends
The following dividends were declared and paid by the company in the year ended 31 August.
0.3p per ordinary share - prior year final (2012: 0.3p)
0.1p per ordinary share - current year interim (2012: nil)
2013
£000
300
100
400
2012
£000
300
-
300
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.
0.4p per ordinary share - current year final (2012: 0.3p)
2013
£000
400
2012
£000
300
22 Financial instruments
22 (a) Fair values of financial instruments
Trade and other receivables
The fair value of trade and other receivables, is estimated as the present value of future cash flows, discounted at the market rate of interest at the
balance sheet date if the effect is material.
Trade and other payables
The fair value of trade and other payables is estimated as the present value of future cash flows, discounted at the market rate of interest at the balance
sheet date if the effect 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 flows, 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 flows, discounted at the market rate of interest at the balance sheet date.
The rates used to discount estimated cash flows, where applicable are based on the weighted average cost of capital and were as follows:
Loans and borrowings
46
2013
%
3.0
2012
%
2.7
Notes (continued)
(forming part of the financial statements)
Fair values
The fair values for each class of financial assets and financial 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
2013
As at 31 August
2012
£000
£000
5,790
2,248
14,754
5,462
1,661
11,503
22,792
18,626
11,867
81,126
11,372
67,829
92,993
79,201
The Directors consider the carrying amount of the Group’s financial assets and financial liabilities, as detailed above, approximate their
fair value.
47
Notes (continued)
(forming part of the financial 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 financial 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 findings 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
financial asset in the statement of financial 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 £5,790,000 (2012: £5,462,000) being the total of the carrying amount of financial 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
2013
£000
5,790
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
2013
£000
2,486
2,767
537
5,790
2012
£000
5,462
2012
£000
1,690
2,678
1,094
5,462
Credit quality of financial 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.
Gross
Impairment
Gross
Impairment
2013
£000
5,790
123
5,913
2013
£000
-
123
123
2012
£000
5,462
64
5,526
2012
£000
-
64
64
Trade receivables not past due
Trade receivables past due
48
Notes (continued)
(forming part of the financial 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 2012
Impairment loss recognised
Allowance for impairment utilised
Balance at 31 August 2013
£000
64
126
(67)
123
The allowance account for trade receivables is used to record impairment losses unless the Group is satisfied 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 financial 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 financed primarily by
bank loans, vehicle stocking credit lines and operating cash flow. 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 financial forecasts, financial
instruments and cash flow 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 financial liabilities, including estimated interest payments and excluding the effect of netting agreements:
Interest is payable on loans of £2,195,000 (2012: £2,589,000) at Bank of England base rate plus 1.25%, loans of £5,834,000 (2012: £6,620,000) at LIBOR plus
1.75%, loans of £1,957,000 (2012: £2,163,000) at LIBOR plus 3% and on loans of £1,881,000 (2012: £nil) at LIBOR plus 1.95%.
Carrying
amount
Contractual
cash flows
1 year
or less
1 to
<2years
2 to
<5years
2012
£000
£000
£000
£000
£000
5years
and
over
£000
Non-derivative financial liabilities
Secured bank loans
11,372
12,480
1,625
1,591
5,686
3,578
Carrying
amount
Contractual
cash flows
1 year
or less
1 to
<2years
2 to
<5years
2013
£000
£000
£000
£000
£000
5years
and
over
£000
Non-derivative financial liabilities
Secured bank loans
11,867
12,835
1,818
1,782
6,868
2,367
49
Notes (continued)
(forming part of the financial 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 affect the Group’s income or the value of its holdings of financial
instruments
Market risk - Foreign currency risk
The Group does not have any exposure to foreign currency risk
Market risk – Interest rate risk
Profile
At the balance sheet date the interest rate profile of the Group’s interest-bearing financial instruments was:
Variable rate instruments
Cash and cash equivalents
Vehicle funding
Loans and overdrafts
2013
£000
14,754
(18,905)
(11,867)
2012
£000
11,503
(15,888)
(11,372)
(16,018)
(15,757)
The objectives of the Group’s interest rate policy are to minimise interest costs. The Group does not actively manage cash flow 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 floating 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 profit or loss by the amounts shown
below.
This analysis assumes that all other variables, in particular foreign currency rates, remain constant and considers the effect of financial
instruments with variable interest rates, financial instrument at fair value through profit or loss or available for sale with fixed interest rates and
the fixed rate element of interest rate swaps. The analysis is performed on the same basis for comparative periods.
2013
£000
149
2012
£000
135
149
135
Equity
Decrease
Profit or loss
Decrease
50
Notes (continued)
(forming part of the financial 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 benefits to other stakeholders. The Group must ensure that sufficient 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 financial
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
Total equity
Gearing ratio
23 Operating leases
Non-cancellable operating lease rentals are payable as follows:
Less than one year
Between one and five years
More than five years
As at 31 August
2013
As at 31 August
2012
£000
11,867
(14,754)
£000
11,372
(11,503)
(2,887)
(131)
24,633
21,541
(11.7%)
(0.6%)
2013
£000
2,409
7,491
20,193
2012
£000
2,640
8,297
23,321
30,093
34,258
The Group leases a number of motor dealership sites under operating leases. Land and buildings have been considered separately for lease
classification.
During the year £2,644,000 was recognised as an expense in the income statement in respect of operating leases (2012: £2,674,000).
51
Notes (continued)
(forming part of the financial 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 2012 and 2013.
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 finance 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 47.8% (2012: 45.4%) 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
James Mullins
Rodney Smith (resigned 30/11/2011)
Mark Lavery
Warren Scott (resigned 3/4/2012)
Sir Peter Burt
Michael Burt
2013
£000
530
498
1,028
Total
2013
£000
30
268
-
680
-
25
25
Salaries
Bonus
2013
£000
-
118
-
380
-
-
-
2013
£000
30
150
-
300
-
25
25
530
498
1,028
2012
£000
525
213
738
Total
2012
£000
13
188
22
450
15
25
25
738
All directors benefited from qualifying third party indemnity provisions during the financial period.
52
Notes (continued)
(forming part of the financial statements)
25 Related parties (continued)
During the year Mark Lavery bought 6 vehicles from the Group and sold 6 vehicles back to the Group, James Mullins and Sir Peter Burt each
bought 3 vehicles from the Group and each sold 3 vehicles back to the Group. Michael Burt bought 2 vehicles from the Group and sold 2 vehicles
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,
the average value of the transactions in the year was £40,877.
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 final dividend payment in respect of the financial year to 31 August 2013 of 0.4p (2012: 0.3p)
per share in addition to the interim payment of 0.1p per share.
53
Company Balance Sheet
At 31 August 2013
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
Profit and loss account
Shareholders’ funds
Note
2013
2012
£000
£000
£000
£000
5
6
7
8
9
11
12
12
97
666
780
407
14,802
15,989
(2,509)
162
666
763
828
584
538
15,374
16,496
(2,709)
13,480
14,243
14,243
10,000
799
3,444
14,243
13,787
14,615
14,615
10,000
799
3,816
14,615
These financial statements were approved by the board of directors on 25 November 2013 and were signed on its behalf by:
M J J Lavery
Director
Company number: 05754547
54
Company Reconciliation of movements in shareholders’ funds
for the year ended 31 August 2013
Profit for the financial year
Dividend paid
Net increase to shareholders’ funds
Opening shareholders’ funds
Closing shareholders’ funds
Note
Company
Company
12
2013
£000
28
(400)
(372)
14,615
14,243
2012
£000
1,264
(300)
964
13,651
14,615
55
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 financial
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 financial statements.
Further information regarding the company’s business activities together with the factors likely to affect its future development, performance
and position is set out in the Directors Report on page 16.
Basis of preparation
The financial 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 profit and loss account.
Under Financial Reporting Standard 1 the Company is exempt from the requirement to prepare a cash flow statement on the grounds that the
Group financial statements include the Company in its own published consolidated financial 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 fixed 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:
• computer equipment
3 to 5 years
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 flows 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 profit for the year and takes into account taxation deferred because of timing differences between the
treatment of certain items for taxation and accounting purposes.
Deferred tax is recognised, without discounting, in respect of all timing differences 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
Notes (continued)
Classification of financial instruments issued by the Group
Following the adoption of FRS 25, financial 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 financial assets or to
exchange financial assets or financial 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
fixed amount of cash or other financial assets for a fixed number of its own equity instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes
the legal form of the Company’s own shares, the amounts presented in these financial statements for called up share capital and share premium
account exclude amounts in relation to those shares.
Finance payments associated with financial liabilities are dealt with as part of interest payable and similar charges. Finance payments associated
with financial instruments that are classified 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 financial
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
All directors benefited from qualifying third party indemnity provisions during the financial period.
2013
£000
530
498
1,028
2013
£000
300
380
680
2012
£000
525
213
738
2012
£000
300
150
450
57
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 financial year
Aggregate amount of dividends received in the financial year
Company
2013
Company
2012
48
37
Company
Company
2013
£000
3,128
404
14
2012
£000
2,431
333
14
3,546
2,778
2013
£000
400
-
2012
£000
300
-
The aggregate amount of dividends proposed but not recognised at the year end is £400,000 (2012: £300,000).
58
Notes (continued)
5 Tangible fixed assets
Company
Cost
At 1 September 2012
Additions
At 31 August 2013
Depreciation
At 1 September 2012
Charge for year
At 31 August 2013
Net book value
At 31 August 2013
31 August 2012
Computer equipment
£000
502
41
543
340
106
446
97
162
Total
£000
502
41
543
340
106
446
97
162
59
Notes (continued)
6 Fixed asset investments
Company
Cost and net book value
At 1 September 2012 and 31 August 2013
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
2013
£000
780
2012
£000
584
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
2013
£000
33
-
337
37
-
407
2013
£000
121
394
493
126
1,370
5
2,509
2012
£000
46
40
318
33
101
538
2012
£000
904
506
385
165
749
-
2,709
61
Notes (continued)
10 Deferred taxation
Deferred Taxation
At 1 September 2012
Movement in period
At 31 August 2013
The elements of deferred taxation are as follows:
Difference between accumulated depreciation and capital allowances
Other timing differences
Total deferred tax
2013
£000
37
-
37
£000
Company
33
4
37
2012
£000
34
(1)
33
62
Notes (continued)
11 Called up share capital
Authorised
Ordinary shares of 10 pence each
Allotted, called up and fully paid
Ordinary shares of 10 pence each
Shares classified as liabilities
Shares classified in shareholders funds
2013
£000
2012
£000
10,000
10,000
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 different or enhanced voting rights from any other shareholder. All shares are eligible
for dividends and rank equally for dividend payments.
12 Share premium and reserves
At 1 September 2012
Profit for the year
Dividend paid
At 31 August 2013
Share premium account
Profit and loss account
£000
799
-
-
799
£000
3,816
28
(400)
3,444
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.
63