Annual report and fi nancial statements
Registered number 05754547
31 August 2014
Contents
Chairman’s statement .............................................................. 4
Operating and fi nancial review ............................................... 7
Strategic report ........................................................................16
Directors’ report ...................................................................... 17
Statement of directors’ responsibilities in respect of the
Directors’ report and the fi nancial statements .....................18
Independent auditor’s report to the members of Cambria
Automobiles plc ......................................................................19
Consolidated statement of comprehensive income ............. 20
Consolidated statement of changes in equity ....................... 21
Consolidated statement of fi nancial position ...................... 22
Consolidated cash fl ow statement .........................................23
Notes ....................................................................................... 24
Company balance sheet ......................................................... 54
Company reconciliation of movements in shareholders’
funds ....................................................................................... 55
Notes ....................................................................................... 56
22
2
333
Chairman’s Statement
I am very pleased to report that Cambria has delivered a good set of results for the year ended 31 August 2014, which show continued improvement
in the Group’s operational and fi nancial performance.
The UK motor retail industry continued to strengthen during the period under review. Building on our improved fi nancial performance in
2012/2013, the Group generated gross profi t growth across all core elements of the business, New Vehicles, Used Vehicles and Aftersales, as well
as delivering a signifi cant premium brand acquisition in line with our evolving strategy for growth.
Revenue increased by 14% to £450.1m (2013: £395.8m). Underlying profi t before tax rose by 32% to £5.4m (2013: £4.1m). Profi t before tax also
improved by 32% to £5.3m (2013: £4.0m), giving earnings per share of 4.15p (2013: 3.49p) - an increase of 19%.
The Group closed the year with net debt of £4.6m (2013: net cash £2.9m) and net assets of £28.3m (2013: £24.6m), underpinned by the ownership
of £35.7m (2013: £25.8m) of freehold and long leasehold properties. Resources remain high with total facilities available to the Group, including
cash reserves, of £19.3m (2013: £23.8 m).
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.
In last year’s report, I stated that the Group had worked hard to develop a strong fi nancial position, which would allow us to expand our
acquisition strategy to include businesses that were immediately earnings enhancing. We actively delivered on this strategy during the year,
announcing the acquisition of the Jaguar and Land Rover dealership in Barnet on 8 July 2014 for a total consideration of £10.5m, including £3.75m
of freehold land and property.
4
The strength of the Group’s balance sheet now allows us to pay larger premiums for the right acquisitions, using self-generated funds, to
purchase earnings enhancing businesses, like Barnet, which, fi t our brand balance ambitions and fi nancial return criteria.
Following the acquisition, and with the addition of the Jeep franchise to the Group’s existing site in Oldham, the Group now comprises 28
dealerships, representing 45 franchises and 18 brands resulting in a well balanced portfolio spanning the high luxury, premium and volume
segments.
The Group enhanced its freehold property portfolio during the year, securing the freehold interests of both the Warrington site, where we
represent Fiat and Nissan, and our Croydon site, where we represent Ford.
The management team has done an exceptional job in producing strong returns from underperforming businesses through its focus on
developing and implementing industry leading digital systems, delivering a world class Guest (customer) experience and maintaining tight
management of costs, coupled with lean operating procedures. During the period, the Group was awarded the Motor Trader “Dealer Group of
the Year” award. This is testament to the quality of the Cambria Associates (our employees) who have helped build the Group over the last eight
years.
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 eff ective and valued business partner. The addition of Land Rover, as
well as a further Jaguar and Jeep business, has expanded our brand representation during the year and strengthened the foundations for further
development.
I would also like to thank the Cambria Associates, who continue to demonstrate commitment to the Group. We believe that our investment in
their development, through the Cambria Academy, will increase skill levels in our Guest facing sales force and their ability to provide a world
class Guest experience.
5
Chairman’s Statement (continued)
Dividend
The Board is pleased to announce a fi nal dividend of 0.5p per share (2013: 0.4p), resulting in a total dividend for the year of 0.6p per share (2013:
0.5p) - an increase of 20%. It remains the Board’s intention to grow dividends in line with earnings.
Outlook
Since the industry lows experienced in Q4 2011, the UK market has enjoyed 32 consecutive months of year-on-year growth in new car registrations
to October 2014. The economic pressures aff ecting the mainland European new car markets remain and the UK continues to be well placed to
continue with the current positive new car market for the foreseeable future.
I am pleased to report that Cambria has maintained its growth momentum in the fi rst two months of the new fi nancial year, delivering results
ahead of our business plan and substantially ahead of the comparable period of the year under review. We have a number of opportunities under
review and continue to be active in our acquisition strategy, whilst maintaining our aim to produce superior returns on shareholders’ funds,
which reached 15.9% in the year under review (2013: 15.5%).
The Board believes that there are signifi cant opportunities for further growth and is confi dent of making strong progress in 2014/15.
Philip Swatman
Chairman
6
Operating and Financial Review
Chief Executive’s Review
Mark Lavery, Chief Executive
I am pleased to report that the operational and fi nancial performance improvements delivered in H1 2014
continued into the second half and the Group delivered a good set of results for the full year to 31 August 2014 with
underlying profi t before tax rising to £5.4m, a 32% increase in profi ts on the previous year.
The fi nancial year under review coincided with another year of strong growth in the UK motor retail market. Up to and including the
October 2014 registration data, the UK has enjoyed 32 consecutive months of year on year growth in new car registrations albeit from a
low base in Q4 2011.
7
Operating and Financial Review
In line with our revised acquisition strategy set out last year, we completed the purchase of the Jaguar and Land Rover dealership in Barnet in July
2014, adding our sixth Jaguar and fi rst Land Rover dealership to the Group. The integration of this business is progressing well and the business
has operated in line with our expectations during the fi rst seven weeks of ownership.
The table below summarises our fi nancial performance, which is detailed in the Finance Director’s Report:
Year ended 31 August
Revenue
Underlying EBITDA*
Underlying operating profi t*
Underlying profi t before tax*
Underlying net profi t margin*
EBITDA
Operating profi t
Profi t before tax
Non-recurring expenses
Net Assets
Net profi t margin
Underlying earnings per share*
Earnings per share
* These items exclude non-recurring expenses of £0.1m (2013: £0.1m)
2014
£m
450.1
7.4
5.9
5.4
1.2%
7.3
5.8
5.3
0.1
28.3
1.2%
4.22p
4.15p
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
8
Operating and Financial Review (continued)
I am pleased to report that the Group has again generated strong operating cashfl ow during the year, which enabled us to acquire the Barnet
business and enhance our operating freehold properties. The Group’s cash position remains strong and we have signifi cant facilities available
for continued expansion. Accordingly, we have continued to invest resource in identifying acquisition opportunities, whilst also investing in our
existing franchise outlets to ensure that they remain compliant with franchise standards and secure a long term future for the Group with its
respective brand partners. It is very important for Cambria to continue to strengthen the mix of its brand 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, 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 signifi cant investment in the management of those businesses as well as in the property infrastructure.
Our current portfolio of Brand Partners and dealerships comprises:
High Luxury / Premium
Aston Martin
Alfa Romeo
Honda
Jaguar
Land Rover
Volvo
Volume
Abarth
Citroen
Jeep
Dacia
Fiat
Ford
Mazda
Nissan
Renault
Seat
Vauxhall
3
2
2
6
1
5
19
Motorcycle
Triumph
1
1
2
1
5
5
4
1
1
1
2
24
2
2
The Group acquired the Barnet Jaguar Land Rover business for a total consideration of £10.5m, which included £3.75m of freehold land and
property, £0.46m of fi xed assets and £1.26m of net working capital assets resulting in £5m of goodwill. We have agreed to develop the freehold
land fully and build a new Jaguar Land Rover dealership at Barnet over the next 18 months at an estimated investment cost of around £5m. This
facility will be a state of the art dealership, which will contribute to a signifi cantly enhanced Guest experience and make the business much
more effi cient.
When we announced our H1 results, I was able to report that we had invested £6.3m in the Group’s freehold property estate securing the
freeholds of our Warrington Fiat and Nissan dealership and our Croydon Ford dealership, plus additional land for franchise enhancements
in Croydon. The investment in these freeholds is in line with our strategy to secure strategic freeholds where the opportunity arises and also
reduces the external rent payable by £0.3m. In addition to the major freehold purchases, we invested £0.2m in the re-development of our
Oldham dealership to add the Jeep franchise and to bring the site up to current corporate standards for Fiat. We also invested £0.3m across our
Ford dealerships in line with franchise standards requirements.
Cambria has enjoyed the benefi ts 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 further improve the brand mix and 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.
The integration of businesses from distressed sales typically takes longer.
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” and “Motorparks. 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. On completion of the Barnet acquisition, the business was re-branded as “Grange”.
9
Automobiles plc
Locations across the UK
Welwyn
Garden City
Brentwood
Chelmsford
Barnet
Thanet
Tunbridge
Wells
Canterbury
Ashford
Maidstone
Gatwick
Horsham
Wimbledon
Croydon
Southampton
Blackburn
Preston
Bolton
Bury
Oldham
Warrington
Wellingborough
Northampton
Woburn
Swindon
Exeter
10
Operating and Financial Review (continued)
Operations
2014
Revenue
2014
Revenue
mix
2014
Gross
Profi t
2014
Margin
2013
Revenue
2013
Revenue
mix
2013
Gross
Profi t
2013
Margin
£m
195.2
208.9
55.8
(9.8)
%
43.4
46.4
12.4
(2.2)
450.1
100.0
£m
12.3
19.0
23.9
-
55.2
(49.3)
5.9
(0.1)
5.8
%
6.3
9.1
42.9
-
12.3
1.3
£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
2014
10,451
2013
Year on year growth
8,957
16.7%
New Vehicles
Used Vehicles
Aftersales
Internal sales
Total
Administrative expenses
Operating profi t before non-
recurring expenses
Non-recurring expenses
Operating profi t
New Vehicle Sales
New units
New vehicle revenue increased from £159.8m to £195.2m with total new vehicle and motorcycle sales volume up 16.7%. Excluding the impact of
Barnet, our new volumes rose by 16.1%, outperforming the market by 5.5%. Gross profi t also increased by £1.7m with an improvement in the gross
profi t per retail unit sold.
This strong performance was delivered against an overall year-on-year increase of 10.6% in new UK car registrations in the 12 month period to 31
August 2014. New car registrations for the rolling 12 months exceeded 2.4m in this period for the fi rst time since 2007. The private registrations
element of the new car market increased 12.5% year-on-year. The Group’s sale of new vehicles to private individuals was also ahead of the market -
14.1% higher year-on-year at 8,874 units. Commercial and fl eet vehicle sales by the Group increased by 54.6% to 977 units and by 8.9% to 600 units
respectively; these sales are transacted at lower margins hence the dilutive eff ect on overall new car gross margin.
Used Vehicle Sales
Used units
2014
14,320
2013
Year on year growth
14,036
2%
We have delivered another reasonable performance in used vehicle sales. Revenues increased from £188.8m to £208.9m and the number of units
sold rose by 2%. Excluding the impact of Barnet, volumes were up 1.9%. The gross profi t generated increased by £1.5m to £19.0m. Pleasingly,
the average gross profi t on each unit retailed increased year on year. The Group has also concentrated on tight management of its used vehicle
inventories, closely monitoring stock turn and used car Return On Investment which achieved 122% in the year.
11
Operating and Financial Review (continued)
Aftersales
Service and Bodyshop hours
2014
2013
Year on year growth
316,963
306,611
3.4%
Overall, the service and bodyshop elements of the business increased the number of hours sold by 3.4% and the total aftersales gross profi t by
£0.8m to £23.9m. The combined aftersales revenue decreased 1.4% year on year from £56.6m to £55.8m, as a result of a £3.5m year on year variance
in the parts business which was attributable to one specifi c trade customer. The other areas of aftersales increased their revenue. The aftersales
margin increased from 40.8% to 42.9%, due to the reduced mix of Parts revenue relative to Service revenue. The aftersales departments contributed
43.3% of the Group’s overall gross profi t.
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.
The 0-3 year car parc continues to be replenished, as new car sales increases year on year, and this gives the Group confi dence of further progress in
Guest relationship and retention.
Group Strategy
Since the Group’s incorporation in March 2006, we have continued to apply our focused buy-and-build strategy of acquiring motor dealership assets
using internally generated funds. The earnings enhancing acquisition of the Barnet business was fi rmly in line with our revised strategy and the
opportunity to develop our relationship with Jaguar and begin a new one with Land Rover fi ts our brand portfolio aspirations perfectly.
Following any acquisition, the Cambria management team implements new fi nancial, operational controls and processes in order to rationalise,
restructure and develop each individual dealership. A culture of delivering a world class Guest experience is engrained into the business. 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 ten 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 refl ect market value and that any unusual contractual obligations are addressed prior to acquisition in
order to avoid taking on any legacy costs. Prior to the Barnet transaction, the Group balance sheet showed that only £0.3m of goodwill had been
generated across the nine acquisitions. We do not have any defi ned benefi t pension schemes. We have always taken the approach that Cambria
will not acquire any business unless there is a strong underlying business case to do so and our acquisitions have 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
requirements are assessed on their individual merits. For compelling acquisition targets, like Barnet, we will undoubtedly have to pay a premium
but we will still focus on ensuring that the Group delivers strong and consistent returns on equity.
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 benefi ts commensurate with the particular business. A training needs analysis is conducted, followed by the implementation of training
programmes for all relevant Associates in the new business.
Operation
With any new acquisition, the standard fi nancial controls are implemented immediately, ranging from individual cheque signatories to daily
reporting of vehicle sales and aftersales revenues, margins and other performance fi gures. We then implement our two growth strategies (i)
“Cambria Digital”, which is our internet social networking strategy for vehicle sales coupled with our “Guest Connect” support centre, and (ii)
in Aftersales our “Duty of Care Gearbox” and Local Contact Strategy which is designed to supply our Guests with a one stop solution for all their
vehicle maintenance needs.
12
Operating and Financial Review (continued)
Acknowledgments
We are delighted that Cambria, in addition to the “Motorparks.co.uk” website being voted the best franchised dealer website in the industry in
the Auto Retail Network report 2013, has also won the Motor Trader “Dealer Group of the Year” award for 2014. This is testament to the success
of the growth and development of the Group over eight years of acquiring and improving underperforming dealerships.
We were also pleased to be awarded (for the second time) the Platinum Award for Charitable Donations to the industry’s only dedicated charity,
BEN, the motor trade benevolent fund. The award results from the combined support of BEN by Cambria Associates, through a payroll giving
scheme, and specifi c support from the Group. Cambria is one of only two motor trade organisations in the UK to be given the award and we are
delighted to continue to support BEN in the outstanding work that they carry out for members of the motor trade and their families.
Cambria Academy
The Group has continued to develop the Cambria Academy, a training Academy for the Group’s Associates, which was established during the
previous fi nancial year. Whilst still in the developmental phase, this is proving to have a positive impact and it will be critically important as the
Group embarks on the next exciting period of its 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 refi ne 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.
Outlook
The new fi nancial year has started strongly with the Group’s performance in the fi rst two months being both ahead of our business plan and
signifi cantly ahead of the comparable period of the year under review. I am pleased with the progress that we are making across our established
businesses; I am excited by the potential of the newly acquired Jaguar Land Rover business in Barnet; and I am confi dent that Cambria can
maintain this momentum and deliver further improved performances across all it departments in the current fi nancial year.
Our continued strong cash generation and available facilities leave us well positioned to develop and protect our balanced brand portfolio.
We shall continue to focus upon the development of our high luxury and premium brands and Cambria continues to invest in identifying
acquisition opportunities.
Whilst there has been 32 consecutive months of year-on-year growth in new car registrations in the UK, we do not believe that the market is yet
at its peak.
Vehicle manufacturers continue to deliver strong consumer off ers, which represent attractive propositions for our Guests to acquire new cars and
the level of cars sold on PCP related product has increased signifi cantly over the past three years. As a result of the increased penetration of the
PCP off ers, there becomes a natural change cycle where a Guest is more likely to change a car for another new one during the term of the PCP
product. A larger portion of cars sold on PCP gives greater control of the Guest’s change cycle.
Exchange rates also remain favourable and, whilst Sterling is strong relative to the Euro and the European car market remains relatively weak,
the UK will be a natural place for the manufacturers to target registrations. Whilst maintaining double digit growth is unlikely, as prior year
comparatives harden, we expect the new car market in the UK to stay buoyant, as long as vehicle availability and strong consumer off ers are
readily available.
Mark Lavery
Chief Executive
13
Operating and Financial Review (continued)
Finance Director’s Report
Overview
Total revenues in the period increased 13.7% to £450.1m from £395.8m in the prior year. New vehicle unit volumes were up 16.7% and new vehicle
revenues were up 22.1%. Used car unit sales and revenues increased by 2% and 10.6% respectively. Revenues from the aftersales businesses
reduced by 1.4%, compared with the previous year as a result of a reduction in sales to one specifi c parts trade customer.
Total gross profi t increased by £4m (7.8%) from £51.2m to £55.2m in the year. Gross profi t margin across the Group reduced from 12.9% to 12.3%,
refl ecting the change in revenue mix following the increase in new car sales in total and the improvement in commercial vehicles and fl eet cars.
The average selling price of both new and used cars increased year on year, as did the average profi t per new and used unit that we sold. The
aftersales operations contributed 43.3% of the total gross profi t for the Group, compared to 45.1% in the previous period, at a gross profi t margin
of 42.9%, improved from 40.8% in the previous year.
During the year, the Group incurred non-recurring expenses of £81,000 in relation to transaction and set up costs associated with the business
acquisition.
Underlying EBITDA increased by 21.3% in the period to £7.4m from £6.1m in the previous year. Underlying operating profi t improved 28.3% to
£5.9m, compared to £4.6m in the previous year, resulting in an underlying operating margin of 1.3% (2013: 1.1%).
Net fi nance expenses were consistent with prior year at £0.5m.
The Group’s underlying profi t before tax rose by 32% to £5.4m, in comparison with £4.1m in the previous year. The acquisition accounted for a
loss of £20,000 in the year, in line with our budget.
Underlying earnings per share were 4.22p (2013: 3.57p). Basic earnings per share were 4.15p (2013: 3.49p) and the Group’s underlying return on
shareholders’ funds for the year was 15.9% (2013: 15.5%).
Taxation
The Group tax charge was £1.16m (2013: £0.5m) representing an eff ective rate of tax of 21.8% (2013: 13.3%) on a profi t before tax of £5.3m (2013:
£4.0m). As outlined in last years report, it was anticipated that the tax rate would revert to a more normal eff ective tax rate compared with the
prior year, which had a one off benefi t from a specifi c capital allowances claim that impacted prior years. It is anticipated that tax charge for 2015
will continue to track the normal eff ective tax rate for the Group.
Financial Position
The Group has a robust balance sheet with a net asset position of £28.3m underpinned by £35.7m of freehold and long leasehold property.
Secured against the freehold and long leasehold property are mortgages amounting to £14.9m. Each of the loans has diff erent repayment profi les
between fi ve and thirteen years and bear interest at between base plus 1.25% and LIBOR plus 3%. During the year, the Group comfortably met
the bank covenants attached to these borrowings.
The net debt position of the Group as at 31 August 2014 was £4.6m (2013: net cash £2.9m), refl ecting a cash position of £10.3m (2013: £14.8m).
This is after the £18m investment in acquired businesses and freehold land and property in the year.
The Group uses term loan facilities to fund the purchase of freehold and long leasehold properties, stocking loans to fund the acquisition of
consignment, demonstrator and used vehicles and has a £4m overdraft facility which is used to manage seasonal fl uctuations in working capital.
The overdraft facilities are renewable annually and are next due in February 2015. The Group has a £5m Revolving Credit Facility, which is
available for draw down against new business acquisitions and freehold property purchases. This additional funding facility gives us signifi cant
liquidity to identify and approach acquisition targets. Total facilities available including cash reserves equate to £19.3m (2013: £23.8 m).
14
Operating and Financial Review (continued)
Cash Flow and Capital Expenditure
The Group generated an operating cash infl ow of £11.3m with working capital reducing by £4.7m through effi cient management of the vehicle
inventory and the stocking lines associated with that inventory. Total funds invested in business acquisitions and capital expenditure were
£18m, of which £6.7m related to the acquisition of the Barnet business and £11.3m was freehold property, plant and equipment, including the
Barnet freehold property. We have drawn down two new term loans totalling £4.7m against the freehold purchase of the Croydon and Barnet
properties acquired.
During the year, capital repayments of £1.67m were made against the total term loans outstanding. The capital repayments due in the fi nancial
year to 31 August 2015 total £2.02m.
As a result of the net cash outfl ow of £4.5m, the gross cash position was £10.3m with gross debt increasing by £3m to £14.9m and overall net debt
increasing from a net cash position of £2.9m in 2013 to a net debt position of £4.6m.
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 defi ned benefi t pension schemes and has no liability arising from any such scheme. The Group made
contributions amounting to £0.33m (2013: £0.15m) to defi ned contributions schemes for certain employees. The Group’s staging date for Pensions
Auto-Enrolment was October 2013 and this has increased the Group’s pension costs for the 2014 fi nancial year by £0.18m.
Financial Instruments
The Group does not have any contractual obligation under any fi nancial instruments with respect to the hedging of interest rate risk.
Dividends
The Board is pleased to announce that it will make a fi nal dividend payment in respect of the fi nancial year to 31 August 2014 of 0.5p per share in
addition to the interim dividend of 0.1p per share paid in May 2014. If approved by the shareholders at the Annual General Meeting to be held
on 15 January 2015, the dividend will be payable on 22 January 2015 to those shareholders registered on 30 December 2014. 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
Strategic report
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 aff ect the running of “their” business. The Directors promote internal development and foster a culture
whereby associates feel they can achieve their career aspirations with Cambria. Equally, Cambria invests in its Associates in order for them to
achieve their full potential within the Group.
Pillar Two - Guest delight
Cambria Associates are encouraged to treat all customers at all times, in the way that they would treat a guest visiting their own home. The
Directors believe that associate empowerment is key to achieving this goal and the Directors believe that the organisation must be transparent
and open at all times generating empathy with the diverse guest base of the Group.
Pillar Three - Brand delight
The Group’s goal is to become the retailer of choice for all of the automotive manufacturers that it represents. This pillar focuses on achieving
the following goals:
• brand vehicle sales objectives
• brand part sales objectives
• top half placing in brand customer satisfaction surveys
• the development of a trusting relationship with brand personnel from the manufacturer partners
Pillar Four - Stakeholder delight
The Group aims to provide satisfaction to its Stakeholders. It seeks to achieve this through:
• disclosing timely and accurate information providing Stakeholders with a detailed understanding of business performance; and
• communicating openly and transparently
Primary Risks
The primary risk to the Group is the 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.
By order of the board
James Mullins
Director
16
Dorcan Way, Swindon, SN3 3RA
24 November 2014
Directors’ report
The directors present their directors’ report and fi nancial statements for the year ended 31 August 2014.
Principal Activities
Cambria’s principal activities are the sale and servicing of motor vehicles and the provision of ancillary services. The Group operates from 28
sites with a total of 45 dealer franchises.
Proposed Dividend
The directors recommend the payment of a fi nal dividend for 2014 of 0.5p per share which equates to £0.5m (2013: £0.4m). If approved at the
Annual General Meeting to be held on 15 January 2015, the dividend will be payable on 22 January 2015 to those shareholders registered on 30
December 2014.
Directors
The directors who held offi ce 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 benefi ted from qualifying third party indemnity provisions in place during the fi nancial period.
Associates
The Group recognises the benefi t of keeping associates informed of group aff airs and the views of associates are given full consideration at
regular meetings with their representatives.
Full and fair consideration is given to the employment of disabled persons, who are treated no diff erently from other associates as regards
recruiting, training, career development and promotion opportunities. For people who may become disabled, in the course of employment, the
Group will make every eff ort to accommodate them in suitable alternative employment.
Political and Charitable Contributions
During the year, the Company made A £10,000 charitable donation to support BEN, the Motor And Allied Trades Benevolent Fund. 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 (2013: £nil).
Disclosure of Information to Auditor
The directors who held offi ce at the date of approval of this directors’ report confi rm that, so far as they are each aware, there is no relevant audit
information of which the Company’s auditor is unaware; and each director has taken all the steps that he ought to have taken as a director to
make himself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.
Auditor
In accordance with Section 489 of the Companies Act 2006, a resolution for the re-appointment of KPMG LLP 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
24 November 2014
17
Statement of directors’ responsibilities in respect of the Directors’ Report
and the fi nancial statements
The directors are responsible for preparing the Directors’ Report and the group and parent company fi nancial statements in accordance with
applicable law and regulations.
Company law requires the directors to prepare fi nancial statements for each fi nancial year. As required by the AIM rules of the London Stock
Exchange they are required to prepare the group fi nancial statements in accordance with IFRSs as adopted by the EU and applicable law and
have elected to prepare the parent company fi nancial statements in accordance with UK Accounting Standards and applicable law (UK Generally
Accepted Accounting Practice).
Under company law the directors must not approve the fi nancial statements unless they give a true and fair view of the state of aff airs of the
group and parent company and of their profi t or loss for that period.
In preparing each of the group and parent company fi nancial statements, the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgments and estimates that are reasonable and prudent;
• for the group fi nancial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU
• for the parent company fi nancial statements state whether applicable UK Accounting Standards have been followed, subject to any material
departures disclosed and explained in the parent company fi nancial statements;
• prepare the fi nancial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will
continue in business.
The directors are responsible for keeping adequate accounting records that are suffi cient to show and explain the parent company’s transactions
and disclose with reasonable accuracy at any time the fi nancial position of the parent company and enable them to ensure that its fi nancial
statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the group and to prevent and detect fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and fi nancial information included on the company’s website.
Legislation in the UK governing the preparation and dissemination of the fi nancial statements may diff er from legislation in other jurisdictions.
18
KPMG LLP
Independent auditor’s report to the members of Cambria Automobiles plc
We have audited the fi nancial statements of Cambria Automobiles plc for the year ended 31 August 2014 which comprise the Group Statement
of Financial Position and Parent Company Balance Sheet, the Group Statement of Comprehensive Income, the Group Statement of Changes in
Equity, the Group Statement of Cash Flow, the Parent Company Reconciliation of Movements in Shareholders’ Funds and the related notes. The
fi nancial reporting framework that has been applied in the preparation of the group fi nancial statements is applicable law and International
Financial Reporting Standards (IFRS) as adopted by the EU. The fi nancial reporting framework that has been applied in the preparation of the
parent company fi nancial statements is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice).
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an 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
fi nancial statements and for being satisfi ed that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the
fi nancial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us
to comply with the Auditing Practices Board’s Ethical Standards for Auditors.
Scope of the audit of the fi nancial statements
A description of the scope of an audit of fi nancial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/
auditscopeukprivate
Opinion on fi nancial statements
In our opinion:
• the fi nancial statements give a true and fair view of the state of the group’s and of the parent company’s aff airs as at 31 August 2014 and of the
group’s profi t for the year then ended;
• the group fi nancial statements have been properly prepared in accordance with IFRSs as adopted by the EU;
• the parent company fi nancial statements have been properly prepared in accordance with UK Generally Accepted Accounting Practice;
• the fi nancial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Opinion on other matter prescribed by the Companies Act 2006
In our opinion the information given in the Operating and fi nancial review, Chairman’s statement, Strategic report and Directors’ report for the
fi nancial year for which the fi nancial statements are prepared is consistent with the fi nancial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following. Under the Companies Act 2006 we are required to report to you if, in our opinion:
• adequate accounting records have not been kept, by the parent company, or returns adequate for our audit have not been received frombranches
not visited by us; or
• the parent company fi nancial statements are not in agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specifi ed by law are not made; or
• we have not received all the information and explanations we require for our audit.
Ian Brokenshire (Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
Plym House
3 Longbridge Road
Plymouth
PL6 8LT
24 November 2014
19
Consolidated statement of comprehensive income
for year ended 31 August 2014
Revenue
Cost of sales
Gross Profi t
Administrative expenses
Results from operating activities
Finance income
Finance expenses
Net fi nance expenses
Profi t before tax from operations before non-recurring expenses,
and acquisitions
Trading (loss)/profi t from branch acquired in year
Non-recurring expenses
Profi t before tax
Taxation
Profi t and total comprehensive income for the period
Note
3
4
4
9
9
5
4
10
2014
£000
450,148
2013
£000
395,776
(394,930)
(344,550)
55,218
51,226
(49,415)
(46,680)
5,803
4,546
72
(564)
(492)
5,412
(20)
5,392
(81)
5,311
(1,158)
4,153
60
(580)
(520)
4,111
17
4,128
(102)
4,026
(534)
3,492
3.49p
Basic and diluted earnings per share
8
4.15p
All comprehensive income is attributable to owners of the parent company
20
Consolidated statement of changes in equity
for year ended 31 August 2014
Note
Share capital Share premium Retained earnings
Total equity
£000
£000
£000
£000
Balance at 31August 2012
10,000
799
10,742
21,541
Profi t for the year
Dividend paid
-
-
-
-
3,492
(400)
3,492
(400)
Balance at 31 August 2013
10,000
799
13,834
24,633
Profi t for the year
Dividend paid
21
-
-
-
-
4,153
(500)
4,153
(500)
Balance at 31 August 2014
10,000
799
17,487
28,286
21
Consolidated statement of fi nancial position
at 31 August 2014
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
Note
11
12
13
14
15
16
17
18
20
17
20
13
21
2014
£000
38,571
5,370
463
2013
£000
28,353
356
618
44,404
29,327
77,100
10,358
10,251
66,248
8,038
14,754
97,709
89,040
142,113
118,367
(2,020)
(97,972)
(785)
(11)
(1,550)
(81,126)
(251)
(41)
(100,788)
(82,968)
(12,875)
(10,317)
-
(164)
(10)
(439)
(13,039)
(10,766)
(113,827)
(93,734)
28,286
24,633
10,000
799
17,487
10,000
799
13,834
28,286
24,633
These fi nancial statements were approved by the board of directors on 24 November 2014 and were signed on its behalf by:
Mark Lavery
Director
22
Company registered number: 05754547
Consolidated cash fl ow statement
for year ended 31 August 2014
Notes
Cash fl ows from operating activities
Profi t for the year
Adjustments for:
Depreciation, amortisation and impairment
11/12
Financial income
Financial expense
Loss on sale of property, plant and equipment
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 fl ows from investing activities
Interest received
Acquisition of branch net of cash acquired
Acquisition of land and property with branch acquired
Purchase of property, plant and equipment and software
Net cash from investing activities
Cash fl ows from fi nancing activities
Proceeds from new loan
Interest paid
Repayment of borrowings
Dividend paid
Net cash from fi nancing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at 1 September
Cash and cash equivalents at 31 August
9
9
10
5
5
2
16
16
2014
£000
4,153
1,542
(72)
564
-
1,158
81
7,426
(2,275)
(9,071)
16,096
(40)
12,136
(246)
(559)
(81)
11,250
72
(6,721)
(3,750)
(7,564)
(17,963)
4,700
(318)
(1,672)
(500)
2,210
(4,503)
14,754
10,251
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)
(3,017)
(789)
(4,955)
1,980
(293)
(1,485)
(400)
(198)
3,251
11,503
14,754
23
Notes
(forming part of the fi nancial statements)
1 Accounting policies
Cambria Automobiles plc is a company which is quoted on the AIM Market of the London Stock Exchange plc and is incorporated and domiciled
in the United Kingdom. The address of the registered offi ce is Swindon Motor Park, Dorcan Way, Swindon, SN3 3RA. The registered number
of the Company is 05754547.
These fi nancial statements as at 31 August 2014 consolidate those of the Company and its subsidiaries (together referred to as the “Group”). The
parent company fi nancial statements present information about the Company as a separate entity and not about its group.
The Group fi nancial statements have been prepared and approved by the directors in accordance with International Financial Reporting
Standards as adopted by the EU (“Adopted IFRS”). The Company has elected to prepare its parent company fi nancial statements in accordance
with UK GAAP; and these are presented on pages 54 to 63.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in the fi nancial statements.
Judgements made by the directors in the application of these accounting policies that have signifi cant eff ect on the fi nancial statements and
estimates with a signifi cant risk of material adjustment in the next year are discussed at the end of this note.
Basis of preparation
The fi nancial statements are prepared under the historical cost convention.
The directors believe that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook.
The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable
future. Thus they continue to adopt the going concern basis in preparing the annual fi nancial statements.
Further information regarding the Company’s business activities together with the factors likely to aff ect its future development, performance
and position is set out in the Strategic report and Directors’ report on pages 16 to 17.
Basis of consolidation
The fi nancial statements consolidate the fi nancial statements of the Company together with its subsidiary companies.
Subsidiaries
Subsidiaries are entities controlled by the Group. Control exists when the Group has the power, directly or indirectly, to govern the fi nancial
and operating policies of an entity so as to obtain benefi ts from its activities. In assessing control, potential voting rights that are currently
exercisable or convertible are taken into account. The fi nancial information of subsidiaries is included from the date that control commences
until the date that control ceases.
All business combinations are accounted for by applying the purchase method. The cost of an acquisition is measured as the fair value of the
assets acquired, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifi able assets acquired and liabilities
and contingent liabilities assumed in a business combination are initially measured at fair value at the acquisition date irrespective of the extent
of any minority interest. Any contingent consideration payable is recognised at fair value at the acquisition date. Subsequent changes to the fair
value of the contingent consideration are recognised in profi t or loss.
The excess of the cost of an acquisition over the fair values of the Group’s share of identifi able assets and liabilities acquired is recognised as
goodwill. If the fair value of identifi able assets and liabilities acquired (i.e. discount on acquisition) exceeds the cost of the business combination,
the diff erence is recognised directly in profi t or loss.
Inter-company transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated on consolidation.
24
Notes (continued)
(forming part of the fi nancial statements)
Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief
operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identifi ed
as the Chief Executive Offi cer.
All revenue generated and non-current assets held are attributable to UK operations only.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services
provided in the normal course of business, net of discounts and VAT.
Sales of motor vehicles, parts and accessories are recognised when the signifi cant risks and rewards of ownership have been transferred to the
buyer. In general this occurs when vehicles or parts are delivered to the customer and title has passed. Manufacturer incentives are recognised
as revenue when earned. Servicing and bodyshop sales, including warranty work, are recognised on completion of the agreed work. Finance
commission revenue is recognised as the related vehicles are sold.
Deposits received from customers
Deposits received from customers prior to the completion of a sale (delivery of vehicle) are included in the accounts as creditors falling due
within one year.
Financing income and expenses
Financing expenses comprise interest payable, stocking interest charge on consignment and used vehicles and fi nance leases. Financing income
comprises interest receivable on funds invested and interest credits received from manufacturers on stock management.
Borrowing costs are recognised in the period in which they are incurred.
Interest income and interest payable is recognised in profi t or loss as it accrues, using the eff ective interest method.
Operating profi t
Operating profi t relates to profi t before fi nance income, fi nance expense and income tax expense.
25
Notes (continued)
(forming part of the fi nancial statements)
1 Accounting policies (continued)
Intangible assets
Goodwill
Goodwill represents the excess between the cost of an acquisition of a subsidiary compared to the net fair value of the identifi able assets,
liabilities and contingent liabilities, and recognition of identifi able intangibles at the date of acquisition. Identifi able intangibles are those which
can be sold separately or which arise from legal rights regardless of whether those rights are separable.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units of the acquiree which represent
the smallest identifi able group of assets that generates cash infl ows that are largely independent of the cash infl ows from other assets or groups
of assets. Goodwill is not amortised but is tested annually for impairment. Any impairment is recognised immediately in the statement of
comprehensive income and is not subsequently reversed.
Other intangible assets
Expenditure on internally generated goodwill and brands is recognised as an expense as incurred.
Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and accumulated impairment losses.
Amortisation
Amortisation is charged on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefi nite. Intangible
assets with an indefi nite useful life and goodwill are systematically tested for impairment at each year. Other intangible assets are amortised
from the date they are available for use. The estimated useful lives are as follows:
Computer software
3 – 5 years
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.
Where parts of an item of property, plant and equipment have diff erent useful lives, they are accounted for as separate items of property, plant
and equipment.
Depreciation is charged on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Land is
not depreciated. The estimated useful lives are as follows:
• freehold buildings
• leasehold properties
• plant and machinery
• fi xtures and fi ttings
• computer equipment
50 years
over the lifetime of the lease
5 to 10 years
5 to 10 years
3 to 5 years
Depreciation methods, useful lives, residual values and possible impairments have been reviewed at the year end. As a result of this review, no
impairment charge has been deemed necessary for the period.
26
Notes (continued)
(forming part of the fi nancial statements)
Impairment of assets excluding inventories
The carrying amounts of the Group’s assets, are reviewed at each year end to determine whether there is any indication of impairment; an asset
is considered to be impaired if objective evidence indicates that one or more events have had a negative eff ect on the estimated future cash fl ows
of that asset. If any such indication exists, the asset’s recoverable amount is estimated.
For goodwill, assets that have an indefi nite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated
at each year end.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount.
Impairment losses are recognised in income.
Impairment losses recognised in respect of cash-generating units are allocated fi rst to reduce the carrying amount of any goodwill allocated to
cash-generating units and then to reduce the carrying amount of the other assets in the unit on a pro rata basis. A cash generating unit is the
smallest identifi able group of assets that generates cash infl ows that are largely independent of the cash infl ows from other assets or groups of
assets.
For an asset that does not generate largely independent cash infl ows, the recoverable amount is determined for the cash-generating unit to
which the asset belongs.
Reversals of impairment
An impairment loss in respect of trade and other receivables carried at amortised cost is reversed if the subsequent increase in recoverable
amount can be related objectively to an event occurring after the impairment loss was recognised.
An impairment loss in respect of goodwill is not reversed.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Inventories
Inventories are stated at the lower of cost and net realisable value. In determining the cost of motor vehicles, the actual amount paid and payable
to date for each vehicle is used, for spare parts and service items cost is based on the fi rst-in fi rst-out principle. An appropriate provision is made
for obsolete or slow moving items.
New vehicles on consignment from manufacturers are included in the Statement of Financial Position with a corresponding liability in creditors
due within one year. This stock is considered to be under the control of the Group as it is considered that the Group bears all the risks and
rewards or ownership, even though legal title has not yet passed.
Consignment stock is held for a maximum period (which varies between manufacturers) before becoming due for payment. Part of the
consignment period is interest free and the remaining periods are interest bearing (periods and charges vary between manufacturers but
interest is generally linked to LIBOR).
Used motor vehicles are stated at the lower of cost or net realisable value, by reference to Glass’s Guide or CAP data.
Demonstrator vehicles are held within inventories at the lower of cost and net realisable value.
Vehicle funding and stocking loans form part of the Group’s working capital and are recognised at the fair value of the amount due to the facility
provider.
27
Notes (continued)
(forming part of the fi nancial statements)
1 Accounting policies (continued)
Financial Instruments
Classifi cation of fi nancial instruments issued by the Group
Financial instruments issued by the Group are treated as equity only to the extent that they meet the following two conditions:
a) they include no contractual obligations upon the group to deliver cash or other fi nancial assets or to exchange fi nancial assets or fi nancial
liabilities with another party under conditions that are potentially unfavourable to the group; and
b) where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no obligation
to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company’s exchanging a
fi xed amount of cash or other fi nancial assets for a fi xed number of its own equity instruments.
To the extent that this defi nition is not met, the proceeds of issue are classifi ed as a fi nancial liability. Where the instrument so classifi ed takes
the legal form of the Company’s own shares, the amounts presented in the historical fi nancial information for called up share capital and share
premium account exclude amounts in relation to those shares.
Non-derivative fi nancial instruments
Non-derivative fi nancial instruments comprise, trade and other receivables, cash and cash equivalents, loans and borrowings, and trade and
other payables.
Trade and other receivables
Trade and other receivables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the
eff ective interest method, less any impairment losses.
Trade and other payables
Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the
eff ective interest method.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part
of the Group’s cash management are included as a component of cash and cash equivalents for the purpose only of the cash fl ow statement.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-
bearing borrowings are stated at amortised cost using the eff ective interest method.
28
Notes (continued)
(forming part of the fi nancial statements)
1 Accounting policies (continued)
Taxation
Tax on the profi t or loss for the year comprises current and deferred tax. Tax is recognised except to the extent that it relates to items recognised
in other comprehensive income, in which case it is recognised in other comprehensive income.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet
date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary diff erences between the carrying amounts of assets and liabilities for fi nancial reporting purposes and
the amounts used for taxation purposes. The following temporary diff erences are not provided for: the initial recognition of goodwill; the
initial recognition of assets or liabilities that aff ect neither accounting nor taxable profi t other than in a business combination, and diff erences
relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax
provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or
substantively enacted at the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profi ts will be available against which the temporary
diff erence can be utilised.
Employee benefi ts
Defi ned contribution plans
A defi ned contribution plan is a post-employment benefi t plan under which the Company pays fi xed contributions into a separate entity and
will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defi ned contribution pension plans are
recognised as an expense as incurred.
Leasing
Leases in which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classifi ed as fi nance leases. Where
land and buildings are held under leases the accounting treatment of the land is considered separately from that of the buildings. Leased
assets acquired by way of fi nance lease are stated at an amount equal to the lower of their fair value and the present value of the minimum lease
payments at inception of the lease, less accumulated depreciation and less accumulated impairment losses. Lease payments are accounted for
as described below.
Operating lease payments
Payments made under operating leases are recognised in the statement of comprehensive income on a straight-line basis over the term of the
lease. Lease incentives received are recognised as an integral part of the total lease expense.
Finance lease payments
Minimum lease payments are apportioned between the fi nance charge and the reduction of the outstanding liability. The fi nance charge is
allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Provisions
A provision is recognised in the Statement of Financial Position when the Group has a present legal or constructive obligation as a result of a past
event, that can be reliably measured and it is probable that an outfl ow of economic benefi ts will be required to settle the obligation.
29
Notes (continued)
(forming part of the fi nancial statements)
1 Accounting policies (continued)
IFRS not yet applied
A number of new standards, amendments to standards and interpretations are eff ective for annual periods beginning after 1 January 2014, and
have not been applied in preparing these consolidated fi nancial statements. Those which may be relevant to the Group are set out below. The
Group does not plan to adopt these standards early and their adoption is not expected to have a material eff ect on the fi nancial statements unless
otherwise indicated:
•
IFRS 10 Consolidated Financial Statements – IFRS 10 supersedes IAS 27 Consolidated and Separate Financial Statements and SIC-12
Consolidation - Special Purpose Entities. It provides a single model to be applied in the control analysis for all investees, including entities that
currently are SPEs in the scope of SIC-12. An investor controls an investee when:
-
-
-
it is exposed or has rights to variable returns from its involvement with that investee;
it has the ability to aff ect those returns through its power over that investee; and
there is a link between power and returns.
•
IFRS 12 Disclosure of Interests in Other Entities – Contains the disclosure requirements for entities that have interests in subsidiaries,
joint arrangements (i.e. joint operations or joint ventures), associates and/or unconsolidated structured entities.
• IAS 32 Off setting Financial Assets and Financial Liabilities – The amendments clarify the off setting criteria, specifi cally:
-
when an entity currently has a legal right of set off ; and
- when gross settlement is equivalent to net settlement.
•
IAS 36 Impairment of Assets – The amendments reverse the unintended requirement in IFRS 13 Fair Value Measurement to disclose the
recoverable amount of every cash-generating unit to which signifi cant goodwill or indefi nite-lived intangible assets have been allocated.
Under the amendments, recoverable amount is required to be disclosed only when an impairment loss has been recognised or reversed.
Critical accounting judgements in applying the Group’s accounting policies
Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future
events that are believed to be reasonable under the circumstances.
Certain critical accounting judgements in applying the Group’s accounting policies are described below:
Goodwill and property portfolio impairment
The carrying values of goodwill and property are tested annually for impairment, for goodwill by using cash fl ow projections for each cash
generating unit, and for property by comparing the carrying value to the higher of value in use or market value.
Intangible assets
On the acquisition of Grange Motors (Swindon) Limited in the period ended 31 August 2007, a third party valuation has been carried out on the
intangible assets that are pertinent to the motor business. This included consideration of franchise rights, brand, and other intangible assets.
The directors apply the principles of the external valuation of the intangibles on the Swindon acquisition to subsequent acquisitions and have
concluded that intangibles arising on subsequent acquisitions are immaterial or have not arisen.
Consignment inventories
Consignment vehicles are regarded as being eff ectively under the control of the Group and are included within inventories in the Statement of
Financial Position as the Group has the signifi cant risks and rewards of ownership even though legal title has not yet passed, if the vehicles are
not sold in the consignment period the group has the obligation to purchase. The corresponding liability is included in trade and other payables.
Deferred tax
Deferred tax assets and liabilities require management judgement in determining the amounts to be recognised. In particular judgement is used
when assessing the extent to which deferred tax assets should be recognised with consideration given to the timing and level of future taxable
income.
Non-recurring expenses
Non-recurring expenses are items which derive from events or transactions that are outside the normal course of business, and do not directly
relate to the on-going operations, therefore have been separately disclosed in order for the fi nancial statements to present a true and fair view.
30
Notes (continued)
(forming part of the fi nancial statements)
2 Acquisitions of trading branches
Eff ect of acquisition in 2014
On 7 July 2014, the Company completed the acquisition of the Jaguar and Land Rover dealership in Barnet from Lookers PLC.
Acquiree’s net assets at the acquisition date:
Freehold land and buildings
Plant and equipment
Stocks
Trade and other creditors
Prepayments
Net and identifi able assets and liabilities
Goodwill on acquisition (The goodwill arising on acquisition is attributable to expanding our geographical base
for Jaguar, adding the Land Rover brand to our business, and the anticipated profi tability from the sale of
vehicles from the Barnet dealership)
Recognised values on
acquisition and Fair
Value
£000
3,750
461
1,781
(566)
45
5,471
5,000
Consideration paid (note that transaction and set up costs of £81k were written off to administrative expenses
in 2014), satisfi ed in cash
10,471
It is estimated that in the year before acquisition, the business generated £46m of revenue and a pre-tax profi t
of £0.7m. The results attributable to the branch acquired during the fi nancial year and included in the group
results were as follows:
Turnover
Loss before tax
2014
£000
4,755
(20)
31
Notes (continued)
(forming part of the fi nancial statements)
2 Acquisitions and disposals of trading branches
Eff ect of acquisition in 2013
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.
Recognised values on
acquisition and Fair Value
Acquiree’s net assets at the acquisition date:
Freehold land & buildings
Plant and equipment
Stocks
Trade and other creditors
Net and identifi able assets and liabilities
Goodwill on acquisition
Consideration paid (note that transaction costs of £67k were written off to administrative expenses in
2013), satisfi ed in cash
The results attributable to the branch acquired during the 2013 fi nancial year were as follows:
Turnover
Profi t before tax
£000
3,017
191
1,100
(82)
4,226
-
4,226
2013
£000
11,670
17
32
Notes (continued)
(forming part of the fi nancial statements)
3 Revenue
Sale of goods
Aftersales services
Total revenues
4 Segmental reporting
2014
£000
404,129
46,019
2013
£000
348,601
47,175
450,148
395,776
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 Offi cer. The Group is operated and managed on a Dealership by
Dealership basis. The CODM receives information both on a dealership basis and by revenue stream (New, Used, Aftersales). Given the number
of dealerships, it was deemed most appropriate to present the information by revenue stream for the purposes of segmental analysis.
2014
Revenue
2014
Revenue
mix
2014
Gross
Profi t
2014
Margin
2013
Revenue
2013
Revenue
mix
2013
Gross
Profi t
2013
Margin
£m
195.2
208.9
55.8
(9.8)
%
43.4
46.4
12.4
(2.2)
£m
12.3
19.0
23.9
-
%
6.3
9.1
42.9
-
£m
159.8
188.8
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
-
450.1
100.0
55.2
12.3
395.8
100.0
51.2
12.9
New Car
Used Car
Aftersales
Internal sales
Total
Administrative expenses
Operating profi t before non-recurring
expenses
Non-recurring expenses
(49.3)
5.9
(0.1)
(46.6)
4.6
(0.1)
Operating profi t
5.8
1.3
4.5
1.1
The CODM reviews the performance of the business in terms of both net profi t before tax and EBITDA, as such the following table shows a
reconciliation of the Profi t before tax to EBITDA..
33
Notes (continued)
(forming part of the fi nancial statements)
4 Segmental reporting (continued)
Profi t Before Tax
Non-recurring expenses (note 5))
Underlying Profi t Before Tax
Net fi nance expense
Depreciation and amortisation
Underlying EBITDA
Non-recurring expenses
EBITDA
Revenue and non-current assets are attributable to United Kingdom operations only.
5 Non-recurring expenses
Transaction and new franchising costs
Cost rationalisation programme
6 Expenses and auditors’ remuneration
The result from operating activities is stated after (crediting)/charging the following:
Impairment (gain)/loss recognised on other trade receivables and prepayments (note
22(b))
Auditor’s remuneration:
Audit of these fi nancial statements
Audit of fi nancial statements of subsidiaries pursuant to legislation
Other services relating to taxation
All other services
2014
£000
5,311
81
5,392
492
1,542
7,426
(81)
7,345
2014
£000
81
-
81
2014
£000
(11)
2014
£000
25
91
29
7
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
7
The 2014 auditor’s remuneration for statutory audit and other services relates solely to amounts paid to KPMG LLP. The 2013 amounts relate
solely to amounts paid to KPMG Audit Plc.
34
Notes (continued)
(forming part of the fi nancial statements)
7 Staff numbers and costs
The average number of persons employed by the group (including directors) during the year, analysed by category, was as follows:
Number of employees
Sales
Service
Parts
Administration
The aggregate payroll costs of these persons were as follows:
Wages and salaries
Social security costs
Expenses related to defi ned contribution plans
2014
343
362
109
210
1,024
2014
£000
28,545
3,128
326
31,999
2013
317
378
109
213
1,017
2013
£000
27,047
2,984
152
30,183
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.
Profi t attributable to shareholders
Non-recurring expenses (Note 5)
Tax on adjustments (at 22.16% (2013:23.58%))
Adjusted profi t attributable to equity shareholders
2014
£000
4,153
81
(18)
4,216
2013
£000
3,492
102
(24)
3,570
Number of shares in issue (‘000)
100,000
100,000
Basic earnings per share
Adjusted earnings per share
4.15p
4.22p
3.49p
3.57p
35
Notes (continued)
(forming part of the fi nancial statements)
9 Finance income and expense
Recognised in the income statement
Finance income
Rent deposit interest
Interest receivable
Total fi nance income
Finance expense
Interest payable on bank borrowings
Consignment and vehicle stocking interest
Total fi nance expense
Total interest expense on fi nancial liabilities held at amortised cost
Total other interest expense
10 Taxation
Recognised in the income statement
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
Total tax expense
36
2014
£000
2013
£000
2
70
72
318
246
564
318
246
564
2014
£000
1,013
(10)
-
1,003
-
3
152
155
1,158
3
57
60
293
287
580
293
287
580
2013
£000
854
7
(335)
526
162
(257)
103
8
534
Notes (continued)
(forming part of the fi nancial statements)
10 Taxation (continued)
Reconciliation of total tax
Profi t for the year
Total tax expense
Profi t excluding taxation
Tax using the UK corporation tax rate of 22.16% (2013: 23.58%)
Non-deductible expenses
Accounting deprecation for which no tax relief is due
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
Adjustments in respect of prior years
Change in deferred tax in respect of property
Total tax expense
2014
£000
4,153
1,158
5,311
1,177
44
132
(92)
-
6
(7)
(90)
1,158
2013
£000
3,492
534
4,026
949
35
125
(162)
162
68
(585)
(58)
534
The applicable tax rate for the current year is 22.16% (2013: 23.58%) following the reduction in the main rate of UK corporation tax from 23% to
21% with eff ect from 1 April 2014.
Reductions in the UK corporation tax rate from 23% to 21% (eff ective from 1 April 2014) and 20% (eff ective 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 2014 has been calculated based on the
rate of 20% substantively enacted at the balance sheet date.
37
Notes (continued)
(forming part of the fi nancial statements)
11 Property, plant and equipment
Cost
Balance at 1 September 2012
Additions
Branch acquisitions
Disposals
Balance at 1 September 2013
Additions
Branch acquisitions
Disposals
Transfer
Freehold
land &
buildings
Long
leasehold
land &
buildings
Short
leasehold
improvements
Plant &
equipment
Fixtures,
fi ttings &
computer
equipment
Total
£000
£000
£000
£000
£000
£000
20,287
20
3,017
-
23,324
6,514
3,750
-
941
5,058
-
-
-
3,931
421
-
-
5,058
4,352
-
-
-
(941)
104
104
(8)
-
2,709
114
105
(121)
2,807
159
112
(171)
-
6,485
234
86
(239)
38,470
789
3,208
(360)
6,566
42,107
761
245
(482)
-
7,538
4,211
(661)
-
Balance at 31 August 2014
34,529
4,117
4,552
2,907
7,090
53,195
Depreciation
Balance at 1 September 2012
Charge for the year
Disposals
Balance at 1 September 2013
Depreciation charge for the year
Disposals
Transfer
1,613
300
-
1,913
364
-
213
557
82
-
693
71
-
(213)
3,095
285
-
3,380
287
(8)
-
2,300
207
(120)
2,387
223
(171)
-
5,154
520
(239)
5,435
586
(482)
-
12,719
1,394
(359)
13,754
1,531
(661)
-
Balance at 31 August 2014
2,490
497
3,659
2,439
5,539
14,624
Net book value
At 31 August 2013
21,411
4,419
At 31 August 2014
32,039
3,620
972
893
420
468
1,131
28,353
1,551
38,571
As at 31 August 2014 there are no capital commitments (2013: £nil)
The directors have considered the property portfolio for impairment by comparing the carrying amount to the higher of value in use or market
value and have concluded that no impairment is required.
Security
The title of all freehold and long leasehold properties have been pledged as security to the bank loans disclosed in note 17.
Property, plant and equipment under construction
At 31 August 2014 there were no assets in the course of construction (2013: £nil).
38
Notes (continued)
(forming part of the fi nancial statements)
12 Intangible assets
Cost
Balance at 1 September 2012
Balance at 1 September 2013
Additions
Balance at 31 August 2014
Amortisation and impairment
Balance at 1 September 2012
Amortisation
Balance at 1 September 2013
Amortisation for the year
Balance at 31 August 2014
Net book value
At 31 August 2013 and 1 September 2013
At 31 August 2014
Goodwill
Software
£000
£000
Other
£000
346
346
5,000
5,346
-
-
-
-
-
346
5,346
720
720
25
745
675
35
710
11
721
10
24
176
176
-
176
176
-
176
-
176
-
-
Total
£000
1,242
1,242
5,025
6,267
851
35
886
11
897
356
5,370
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 fi nancial statements)
12 Intangible assets (continued)
Amortisation charge
The amortisation charge is recognised in the following line items in the income statement:
Administrative expenses
Impairment loss and subsequent reversal
2014
£000
11
2013
£000
35
Goodwill and indefi nite life intangible assets considered signifi cant in comparison to the Group’s total carrying amount of such assets have been
allocated to cash generating units or groups of cash generating units as follows:
Grange Motors (Swindon) Ltd and Cambria Automobiles (Swindon) Ltd
Thoranmart Ltd
Grange Barnet dealership
Goodwill
2014
£000
261
85
5,000
5,346
2013
£000
261
85
346
The recoverable amount of each CGU has been calculated with reference to its value in use. The calculation for Grange Motors (Swindon),
Cambria Automobiles (Swindon) and Thoranmart is performed via 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.
For the Grange Barnet dealership the calculation of the value in use is performed by reviewing the EBITDA over a longer period. The key
assumptions of this calculation are shown below:
Period on which management approved forecasts are based
Growth rate applied beyond approved forecast period
Discount rate (weighted average cost of capital)
2014
3 years
7.1%
3.5%
The growth rates used in value in use calculation refl ect the average growth rate in operating profi t experienced by the Group for the overall
operations over the past 3 years.
40
Notes (continued)
(forming part of the fi nancial statements)
13 Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities
The amount of temporary diff erences, unused tax losses and tax credits for which a deferred tax asset is recognised is set out below, along with
the movement in the balance in the year. The asset would be recovered if off set against future taxable profi ts of the group.
Property, plant and equipment
Provisions
Tax value of loss carry-forward
Tax value of pre-acquisition loss carry-forward
1 September
2013
Recognised
in income
Net 31
August 2014
Deferred tax
liabilities
Deferred tax
assets
£000
£000
£000
£000
£000
493
5
28
92
618
(62)
-
(1)
(92)
(155)
431
5
27
-
463
(136)
-
-
-
(136)
567
5
27
-
599
The Group has an arrangement with the vendors of Cambria Automobiles (South East) Limited, which was acquired in the year ended 31 August
2008, under which an amount equal to any tax benefi t received by the Group in relation to tax losses that existed at the date of acquisition
must be paid to the vendors as additional consideration. At the date of acquisition, the utilisation of tax losses was not probable and therefore
no deferred tax asset was recognised as part of the acquisition accounting, and the fair value of the liability for contingent consideration was
immaterial. Subsequent to the acquisition the utilisation of pre-acquisition losses became probable and, as a result, a deferred tax asset has been
recognised. A liability for the contingent consideration payable to the vendors has been recognised at its fair value.
Amount payable to previous owner of subsidiary
Unrecognised deferred tax assets and liabilities
2014
£000
164
2013
£000
439
The deferred tax asset in relation to loss carried forward within a subsidiary has not been recognised due to uncertainty over the future profi tability
of the subsidiary, these losses are locked in to this particular subsidiary and cannot be utilised in the wider Group.
Tax value of loss carry-forwards
Unrecognised net tax assets
Assets
2014
£000
657
657
2013
£000
657
657
Reductions in the UK corporation tax rate from 23% to 21% (eff ective from 1 April 2014) and 20% (eff ective 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 2014 has been calculated based on the rate of
20% substantively enacted at the balance sheet date.
41
Notes (continued)
(forming part of the fi nancial statements)
14 Inventories
Vehicle consignment stock
Motor vehicles
Parts and other stock
2014
£000
47,132
27,392
2,576
77,100
2013
£000
38,287
25,855
2,106
66,248
Included within inventories is £nil (2013: £nil) expected to be recovered in more than 12 months.
Raw materials, consumables and changes in fi nished goods and work in progress recognised as cost of sales in the year amounted to £385 million
(2013: £340 million).
Details of stock held as security is given in note 18.
15 Trade and other receivables
Trade receivables
Prepayments and other receivables
2014
£000
7,130
3,228
10,358
2013
£000
5,790
2,248
8,038
Included within trade and other receivables is £nil (2013: £nil) expected to be recovered in more than 12 months.
16 Cash and cash equivalents
Cash and cash equivalents per balance sheet
10,251
14,754
Cash and cash equivalents per cash fl ow statement
10,251
14,754
2014
£000
2013
£000
42
Notes (continued)
(forming part of the fi nancial statements)
17 Other interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings, which are measured at
amortised cost. For more information about the Group’s exposure to interest rate risk, see note 22.
Non-current liabilities
Secured bank loans
Current liabilities
Secured bank loans
Terms and debt repayment schedule
All debt is in GBP currency
2014
£000
2013
£000
12,875
10,317
2,020
1,550
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 01/03/2010
Loan 01/02/2013
Loan 03/02/2014
Loan 07/07/2014
Bank of England Base Rate +1.25%
Bank of England Base Rate +1.25%
LIBOR +1.75%
LIBOR +3.00%
LIBOR +1.95%
LIBOR +1.95%
LIBOR +1.95%
2019
2020
2020
2017
2018
2019
2019
2014
£000
1,409
435
5,047
1,751
1,683
2,470
2,100
2013
£000
1,688
507
5,834
1,957
1,881
-
-
14,895
11,867
43
Notes (continued)
(forming part of the fi nancial statements)
18 Trade and other payables
Current
Vehicle consignment creditor
Other trade payables
Non-trade payables and accrued expenses
Vehicle funding
2014
£000
55,419
10,537
11,306
20,710
97,972
2013
£000
44,760
7,937
9,524
18,905
81,126
Included within trade and other payables is £ nil (2013: £nil) expected to be settled in more than 12 months.
Both the consignment and vehicle funding creditors are secured on the stock to which they relate.
19 Employee benefi ts
Pension plans
Defi ned contribution plans
The Group operates a number of defi ned contribution pension plans.
The total expense relating to these plans in the current year was £326,000 (2013: £152,000).
20 Provisions
Balance at 1 September 2013
Provisions used during the year
Balance at 31 August 2014
Current
Non current
Balance at 31 August 2013
Current
Non current
Balance at 31 August 2014
Onerous Leases
£000
51
(40)
11
41
10
51
11
-
11
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 fi nancial statements)
21 Capital and reserves
Share capital
Authorised
100,000,000 Ordinary shares of 10 pence each
Allotted, called up and fully paid
100,000,000 Ordinary shares of 10 pence each
Shares classifi ed in shareholders funds
2014
£000
10,000
10,000
10,000
10,000
10,000
10,000
2013
£000
10,000
10,000
10,000
10,000
10,000
10,000
All of the shares rank pari passu, and no shareholder enjoys diff erent or enhanced voting rights from any other shareholder. All shares are eligible
for dividends and rank equally for dividend payments.
45
Notes (continued)
(forming part of the fi nancial statements)
Dividends
The following dividends were paid by the Company in the year ended 31 August.
0.4p per ordinary share - prior year fi nal (2013: 0.3p)
0.1p per ordinary share - current year interim (2013: 0.1p)
2014
£000
400
100
500
2013
£000
300
100
400
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.
0.5p per ordinary share - current year fi nal (2013: 0.4p)
2014
£000
500
2013
£000
400
22 Financial instruments
22 (a) Fair values of fi nancial instruments
Trade and other receivables
The fair value of trade and other receivables, is estimated as the present value of future cash fl ows, discounted at the market rate of interest at the
balance sheet date if the eff ect is material.
Trade and other payables
The fair value of trade and other payables is estimated as the present value of future cash fl ows, discounted at the market rate of interest at the balance
sheet date if the eff ect is material.
Cash and cash equivalents
The fair value of cash and cash equivalents is estimated as its carrying amount where the cash is repayable on demand. Where it is not repayable on
demand then the fair value is estimated at the present value of future cash fl ows, discounted at the market rate of interest at the balance sheet date.
Interest-bearing borrowings
Fair value, which after initial recognition is determined for disclosure purposes only, is calculated based on the present value of future principal and
interest cash fl ows, discounted at the market rate of interest at the balance sheet date.
The rates used to discount estimated cash fl ows, where applicable are based on the weighted average cost of capital and were as follows:
Loans and borrowings
46
2014
%
3.5
2013
%
3.0
Notes (continued)
(forming part of the fi nancial statements)
Fair values
The fair values for each class of fi nancial assets and fi nancial liabilities together with their carrying amounts shown in the balance sheet
are as follows:
Financial assets
Loans and receivables at amortised cost including cash and cash equivalents
Trade receivables (net) (note 15)
Other receivables (note 15)
Cash and cash equivalents
Total Financial assets
Financial liabilities
Financial liabilities at amortised cost
Other interest-bearing loans and borrowings (note 17)
Trade and other payables (note 18)
As at 31 August
2014
As at 31 August
2013
£000
£000
7,130
3,228
10,251
5,790
2,248
14,754
20,609
22,792
14,895
97,972
11,867
81,126
Total Financial liabilities
112,867
92,993
The Directors consider the carrying amount of the Group’s fi nancial assets and fi nancial liabilities, as detailed above, approximate their
fair value.
47
Notes (continued)
(forming part of the fi nancial statements)
22 Financial instruments (continued)
22 (b) Credit risk
Credit risk management
The Group is exposed to credit risk primarily in respect of its trade receivables. Trade receivables are stated net of provision for estimated
impairment losses. Exposure to credit risk in respect of trade receivables is mitigated by the Group’s policy of only granting credit to certain
customers after an appropriate evaluation of risk coupled with the fi ndings from external reference agencies. Credit risk arises in respect of
amounts due from vehicle manufacturers in relation to bonuses and warranty receivables. This risk is mitigated by the number of manufacturers
for which the group holds franchises, procedures to ensure timely collection of debts and management’s belief that it does not expect any
manufacturer to fail to meet its obligations. The maximum exposure to credit risk is represented by the carrying amount of each fi nancial asset
in the statement of fi nancial position.
Exposure to credit risk
The carrying amount of trade receivables represents the maximum credit exposure. Therefore, the maximum exposure to credit risk at the
balance sheet date was £7,130,000 (2013: £5,790,000) being the total of the carrying amount of trade receivables 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
2014
£000
7,130
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
2014
£000
3,359
2,403
1,368
7,130
2013
£000
5,790
2013
£000
2,486
2,767
537
5,790
Credit quality of fi nancial assets and impairment losses
The ageing of trade receivables at the balance sheet date is given below. The Group’s policy is to provide for all debts which are past due. The
directors consider the balance to be recoverable based on credit terms and post balance sheet receipts.
Gross
Impairment
Gross
Impairment
2014
£000
7,130
89
7,219
2014
£000
-
89
89
2013
£000
5,790
123
5,913
2013
£000
-
123
123
Trade receivables not past due
Trade receivables past due
48
Notes (continued)
(forming part of the fi nancial statements)
22 Financial instruments (continued)
22 (b) Credit risk (continued)
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
Balance at 1 September 2013
Impairment gain recognised
Allowance for Impairment utilised
Balance at 31 August 2014
£000
123
(11)
(23)
89
The allowance account for trade receivables is used to record impairment losses unless the Group is satisfi ed that no recovery of the amount
owing is possible; at that point the amounts considered irrecoverable are written off against the trade receivables directly.
22 (c) Liquidity risk
Liquidity risk management
Liquidity risk is the risk that the Group will not be able to meet its fi nancial obligations as they fall due. Liquidity is managed by the Group’s central treasury
function within policy guidelines set by the Board with prime areas of focus being liquidity and interest rate exposure. The Group is fi nanced primarily by
bank loans, vehicle stocking credit lines and operating cash fl ow. The directors have assessed the future funding requirements of the Group and compared
them to the level of committed available borrowing facilities. These committed facilities are maintained at levels in excess of planned requirements and
are in addition to short term uncommitted facilities that are also available to the Group. The assessment included a review of fi nancial forecasts, fi nancial
instruments and cash fl ow projections. These forecasts and projections show that the Group, taking account of reasonably possible scenarios, should be
able to operate within the level of its borrowing facilities for the foreseeable future.
The following are the contractual maturities of fi nancial liabilities, including estimated interest payments and excluding the eff ect of netting agreements:
Interest is payable on loans of £1,844,000 (2013: £2,195,000) at Bank of England base rate plus 1.25%, loans of £5,047,000 (2013: £5,834,000) at LIBOR plus
1.75%, loans of £1,751,000 (2013: £1,957,000) at LIBOR plus 3% and on loans of £6,253,000 (2013: £1,881,000) at LIBOR plus 1.95%.
Carrying
amount
Contractual
cash fl ows
1 year
or less
1 to
<2years
2 to
<5years
2013
£000
£000
£000
£000
£000
5years
and
over
£000
Non-derivative fi nancial liabilities
Secured bank loans
11,867
12,835
1,818
1,782
6,868
2,367
Carrying
amount
Contractual
cash fl ows
1 year
or less
1 to
<2years
2 to
<5years
2014
£000
£000
£000
£000
£000
5years
and
over
£000
Non-derivative fi nancial liabilities
Secured bank loans
14,895
15,998
2,362
2,314
10,115
1,207
49
Notes (continued)
(forming part of the fi nancial statements)
22 Financial instruments (continued)
22 (d) Market risk
Financial risk management
Market risk is the risk that changes in market prices, such as interest rates will aff ect the Group’s income or the value of its holdings of fi nancial
instruments.
Market risk - Foreign currency risk
The Group does not have any exposure to foreign currency risk.
Market risk – Interest rate risk
Profi le
At the balance sheet date the interest rate profi le of the Group’s interest-bearing fi nancial instruments was:
Variable rate instruments
Cash and cash equivalents
Vehicle funding
Loans and overdrafts
2014
£000
10,251
(20,710)
(14,895)
2013
£000
14,754
(18,905)
(11,867)
(25,354)
(16,018)
The objectives of the Group’s interest rate policy are to minimise interest costs. The Group does not actively manage cash fl ow interest risk as
the directors believe that the underlying earnings from the retail sector in which the Group operates provides a natural hedge against interest
rate movements. Consequently, it is Group policy to borrow on a fl oating rate basis.
Whilst there are no hedging instruments, the Board reviews its hedging policy on a regular basis.
Sensitivity analysis
An increase of 0.5 basis points in interest rates at the balance sheet date would have decreased equity and profi t or loss by the amounts shown
below.
This analysis assumes that all other variables, in particular foreign currency rates, remain constant and considers the eff ect of fi nancial
instruments with variable interest rates, fi nancial instrument at fair value through profi t or loss or available for sale with fi xed interest rates and
the fi xed rate element of interest rate swaps. The analysis is performed on the same basis for comparative periods.
2014
£000
176
2013
£000
149
176
149
Equity
Decrease
Profi t or loss
Decrease
50
Notes (continued)
(forming part of the fi nancial statements)
22 Financial instruments (continued)
22 (e) Capital management
Prior to each acquisition, the Board considers its funding options and the appropriate mix of secured debt and equity.
The Group’s primary objective when managing capital is to safeguard the Group’s ability to continue as a going concern in order to provide
returns for shareholders and benefi ts to other stakeholders. The Group must ensure that suffi cient capital resources are available for working
capital requirements and meeting principal and interest payment obligations as they fall due.
Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio, which is calculated as net debt divided by
total capital. Net debt is calculated as total borrowings (including current and non-current borrowings as shown in the statement of fi nancial
position) less cash and cash equivalents. Total capital is calculated as total shareholders’ equity.
The gearing ratios for each year are as follows:
Total borrowings
Less: cash and cash equivalents
Net defi cit/ (surplus)
Total equity
Gearing ratio
23 Operating leases
Non-cancellable operating lease rentals are payable as follows:
Less than one year
Between one and fi ve years
More than fi ve years
As at 31 August
2014
As at 31 August
2013
£000
14,895
(10,251)
£000
11,867
(14,754)
4,644
(2,887)
28,286
24,633
16.4%
(11.7%)
2014
£000
2,394
8,775
16,153
2013
£000
2,409
7,491
20,193
27,322
30,093
The Group leases a number of motor dealership sites under operating leases. Land and buildings have been considered separately for lease
classifi cation.
During the year £2,440,000 was recognised as an expense in the income statement in respect of operating leases (2013: £2,644,000).
51
Notes (continued)
(forming part of the fi nancial statements)
24 Contingencies
The Group is jointly and severally liable in respect of value added tax liabilities arising in other group undertakings. The related fellow subsidiary
undertakings and the parent company were is a repayment situation at 31 August 2013 and 2014.
In recognition of the Cambria Automobiles plc group bank and used vehicle funding facilities, the following companies have entered into a joint
agreement to guarantee liabilities with banks and fi nance houses of the motor manufacturers that provide new and used vehicles to the group:
Cambria Automobiles plc, Cambria Automobiles Property Limited, Cambria Automobiles Group Limited, Cambria Automobiles Acquisitions
Limited, Cambria Automobiles (Swindon) Limited, Grange Motors (Swindon) Limited, Thoranmart Limited, Cambria Automobiles (South
East) Limited, Grange Motors (Brentwood) Limited, Invicta Motors Limited, Invicta Motors (Maidstone) Limited and Cambria Vehicle Services
Limited.
Intra-group guarantees are accounted for as insurance contracts.
25 Related parties
Identity of related parties with which the Group has transacted
Key management personnel are considered to be the board of directors for the purposes of this disclosure.
Transactions with key management personnel
At the year end, the Directors of the Company and their immediate relatives controlled 46.96% (2013: 47.81%) 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
Mark Lavery
Sir Peter Burt
Michael Burt
2014
£000
655
473
2013
£000
530
498
1,128
1,028
Total
2014
£000
30
298
750
25
25
Total
2013
£000
30
268
680
25
25
473
1,128
1,028
Salaries
Bonus
2014
£000
-
123
350
-
-
2014
£000
30
175
400
25
25
655
All directors benefi ted from qualifying third party indemnity provisions during the fi nancial period.
52
Notes (continued)
(forming part of the fi nancial statements)
25 Related parties (continued)
During the year Mark Lavery bought 4 vehicles from the Group and sold 4 vehicles back to the Group, James Mullins bought 4 vehicles from the
Group and sold 4 vehicles back to the Group. Sir Peter Burt bought 3 vehicles from the Group and sold 3 vehicles back to the Group. Michael
Burt bought 2 vehicles from the Group and sold 2 vehicles back to the Group. Philip Swatman bought 1 vehicle and sold 1 vehicle back to the
Group. All transactions were carried out at arm’s length and there were no outstanding balances due to the Group at the year end, the average
value of each transaction in the year was £47,805.
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 fi nal dividend payment in respect of the fi nancial year to 31 August 2014 of 0.5p (2013: 0.4p)
per share in addition to the interim payment of 0.1p per share.
53
Company Balance Sheet
At 31 August 2014
Fixed assets
Tangible Fixed Assets
Investments
Current assets
Stock
Debtors
Cash at bank and in hand
Creditors: amounts falling due within one year
Net current assets
Total assets less current liabilities
Net assets
Capital and reserves
Called up share capital
Share premium account
Profi t and loss account
Shareholders’ funds
Note
2014
2013
£000
£000
£000
£000
5
6
7
8
9
11
12
12
109
666
860
4,985
9,445
15,290
(2,853)
97
666
775
763
780
407
14,802
15,989
(2,509)
12,437
13,212
13,212
10,000
799
2,413
13,212
13,480
14,243
14,243
10,000
799
3,444
14,243
These fi nancial statements were approved by the board of directors on 24 November 2014 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 2014
(Loss)/profi t for the fi nancial year
Dividend paid
Net decrease in shareholders’ funds
Opening shareholders’ funds
Closing shareholders’ funds
Note
Company
Company
12
2014
£000
(531)
(500)
(1,031)
14,243
13,212
2013
£000
28
(400)
(372)
14,615
14,243
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 fi nancial
statements.
Going Concern
The directors believe that the company is well placed to manage its business risks successfully despite the current uncertain economic outlook.
The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable
future. Thus they continue to adopt the going concern basis in preparing the annual fi nancial statements.
Further information regarding the company’s business activities together with the factors likely to aff ect its future development, performance
and position is set out in the Strategic report on page 16.
Basis of preparation
The fi nancial statements have been prepared in accordance with applicable accounting standards and under the historical cost accounting rules.
Under section 408 of the Companies Act 2006 the company is exempt from the requirement to present its own profi t and loss account.
Under Financial Reporting Standard 1 the Company is exempt from the requirement to prepare a cash fl ow statement on the grounds that the
Group fi nancial statements include the Company in its own published consolidated fi nancial statements.
The Company has taken advantage of the exemption contained in FRS 8 and has therefore not disclosed transactions or balances with entities
which form part of the group.
Fixed assets and depreciation
Depreciation is provided to write off the cost less the estimated residual value of tangible fi xed assets by instalments over their estimated useful
lives of each part of an item of property, plant and equipment. Land is not depreciated. The estimated useful lives are as follows:
• 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 fl ows of the subsidiary undertaking.
Stocks
Stocks are stated at the lower of cost and net realisable value. In determining the cost of motor vehicles, the actual amount payable to date
for each car is used, for spare parts and service items stocks are valued at invoiced cost on a FIFO basis. An appropriate provision is made for
obsolete or slow moving items.
New vehicles on consignment from manufacturers are included in the balance sheet where it is considered that the company bears the risks and
rewards or ownership.
Consignment stock is held for a maximum period (which varies between manufacturers) before becoming due for payment. Part of the
consignment period is interest free and the remaining period are interest bearing (periods varies between manufacturers).
Taxation
The charge for taxation is based on the profi t for the year and takes into account taxation deferred because of timing diff erences between the
treatment of certain items for taxation and accounting purposes.
Deferred tax is recognised, without discounting, in respect of all timing diff erences between the treatment of certain items for taxation and
accounting purposes which have arisen but not reversed by the balance sheet date, except as otherwise required by FRS 19.
56
Notes (continued)
Classifi cation of fi nancial instruments issued by the Company
Following the adoption of FRS 25, fi nancial instruments issued by the Group are treated as equity (i.e. forming part of shareholders’ funds) only
to the extent that they meet the following two conditions:
a) they include no contractual obligations upon the Company (or Group as the case may be) to deliver cash or other fi nancial assets or to
exchange fi nancial assets or fi nancial liabilities with another party under conditions that are potentially unfavourable to the Company (or
Group); and
b) where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no obligation
to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company’s exchanging a
fi xed amount of cash or other fi nancial assets for a fi xed number of its own equity instruments.
To the extent that this defi nition is not met, the proceeds of issue are classifi ed as a fi nancial liability. Where the instrument so classifi ed takes
the legal form of the Company’s own shares, the amounts presented in these fi nancial statements for called up share capital and share premium
account exclude amounts in relation to those shares.
Finance payments associated with fi nancial liabilities are dealt with as part of interest payable and similar charges. Finance payments associated
with fi nancial instruments that are classifi ed as part of shareholders’ funds (see dividends policy), are dealt with as appropriations in the
reconciliation of movements in shareholders’ funds.
Dividends on shares presented within equity
Dividends unpaid at the balance sheet date are only recognised as a liability at that date to the extent that they are appropriately authorised
and are no longer at the discretion of the Company. Unpaid dividends that do not meet these criteria are disclosed in the notes to the fi nancial
statements.
2 Remuneration of directors
Directors’ emoluments
Salaries
Annual bonus
Pension costs
The emoluments in respect of the highest paid director were:
Directors’ emoluments
Salaries
Annual bonus
All directors benefi ted from qualifying third party indemnity provisions during the fi nancial period.
2014
£000
655
473
2
2013
£000
530
498
-
1,130
1,028
2014
£000
400
350
750
2013
£000
300
380
680
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 fi nancial year
Aggregate amount of dividends received in the fi nancial year
Company
2014
Company
2013
49
48
Company
Company
2014
£000
3,336
443
28
2013
£000
3,128
404
14
3,807
3,546
2014
£000
500
-
2013
£000
400
-
The aggregate amount of dividends proposed but not recognised at the year end is £500,000 (2013: £400,000).
58
Notes (continued)
5 Tangible fi xed assets
Company
Cost
At 1 September 2013
Additions
Disposals
At 31 August 2014
Depreciation
At 1 September 2013
Charge for year
Disposals
At 31 August 2014
Net book value
At 31 August 2014
31 August 2013
Computer equipment
£000
543
94
(14)
623
446
82
(14)
514
109
97
Total
£000
543
94
(14)
623
446
82
(14)
514
109
97
59
Notes (continued)
6 Fixed asset investments
Company
Cost and net book value
At 1 September 2013 and 31 August 2014
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
2014
£000
860
2013
£000
780
Notes (continued)
8 Debtors
Trade debtors
Amounts owed by group undertakings
Prepayments and accrued income
Deferred tax (note 10)
Other taxation
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
The vehicle funding creditor is secured on the stock to which it relates.
2014
£000
18
4,458
380
38
91
4,985
2014
£000
-
339
317
251
1,946
-
2,853
2013
£000
33
-
337
37
-
407
2013
£000
121
394
493
126
1,370
5
2,509
61
Notes (continued)
10 Deferred taxation
Deferred Taxation
At 1 September 2013
Movement in period
At 31 August 2014
The elements of deferred taxation asset are as follows:
Difference between accumulated depreciation and capital allowances
Other timing differences
Total deferred tax
2014
£000
38
-
38
£000
Company
37
1
38
2013
£000
37
-
37
62
Notes (continued)
11 Called up share capital
Authorised
2014
£000
2013
£000
100,000,000 Ordinary shares of 10 pence each
10,000
10,000
Allotted, called up and fully paid
100,000,000 Ordinary shares of 10 pence each
Shares classifi ed in shareholders funds
10,000
10,000
10,000
10,000
10,000
10,000
10,000
10,000
10,000
10,000
All of the shares rank pari passu, and no shareholder enjoys diff erent or enhanced voting rights from any other shareholder. All shares are eligible
for dividends and rank equally for dividend payments.
12 Share premium and reserves
At 1 September 2013
Loss for the year
Dividend paid
At 31 August 2014
Share premium account
Profi t and loss account
£000
799
-
-
799
£000
3,444
(531)
(500)
2,413
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