TIDMPDG

RNS Number : 7781L

Pendragon PLC

15 September 2021

Pendragon PLC

 
HALF YEAR RESULTS FOR 30 JUNE 2021 (issued 15 September 2021 ) 
============================================================== 
 

Pendragon has performed strongly in the first-half of the financial year, recording underlying profit before tax of GBP35.1m (H1 FY20: Loss of GBP31.0m). The significant improvements delivered in digital propositions enabled the Group to largely mitigate the impact of the third national lockdown in the first quarter and emerge strongly in quarter two, out-performing the market in both new and used cars. A strong trading performance was underpinned by the delivery of the Group's cost restructuring programme, delivering material cost savings.

The Group has continued to make strong progress with its strategy to "transform automotive retail through digital innovation and operational excellence" leading to improved efficiency and to the introduction of new digital propositions.

Bill Berman, Chief Executive Officer, said:

"The first half of the year marked another strong period of progress and growth within the business despite the impact of a nationwide lockdown in the first quarter. We exceeded our initial expectations for the half and delivered an underlying profit before tax of GBP35.1m.

"While we acknowledge the positive market tailwinds, much of this progress has been underpinned by our new strategy, which has resulted in significant improvements to the Group's digital capabilities and cost savings associated with the restructure of our store estate and the improved efficiency of our operating model. The work undertaken to advance our online channels last year meant more than 40,000 vehicles were delivered to customers during the lock-down period alone.

"In line with the wider market, we are anticipating continued shortages in both new and used vehicle supply for the remainder of the year. We're continuing to deliver on our strategy and see significant prospects for the Group to capitalise on the exciting market opportunities ahead. We remain confident that underlying profit before tax for the full year will be GBP55m to GBP60m, ensuring we stay on track to deliver our target of GBP85m to GBP90m by FY 2025."

 
            Group Financial Highlights 
             ========================== 
                                       H1 FY21 GBPm's   H1 FY20 GBPm's   Total change   Like-for-like 
                                                                               %           change % 
             ----------------------- 
              Group Revenue               1,815.6          1,218.3          49.0%           62.6% 
                                      ---------------  ---------------  -------------  -------------- 
              Underlying Profit / 
               (Loss) before tax            35.1            (31.0)           n/a 
                                      ---------------  ---------------  ------------- 
              Non-Underlying charge        (4.3)            (21.0)          -79.5% 
                                      ---------------  ---------------  ------------- 
              Profit / (Loss) after 
               tax                          28.4            (41.4)           n/a 
                                      ---------------  ---------------  ------------- 
 
                                       H1 FY21 GBPm's   H1 FY20 GBPm's   FY20 GBPm's      Change vs 
                                                                                            FY20 % 
             -----------------------  ---------------  ---------------  -------------  -------------- 
              Adjusted Net Cash / 
               (Debt)*                      9.5             (46.0)         (100.4)           n/a 
                                      ---------------  ---------------  -------------  -------------- 
 
 
             Like for like (LFL) results only include trading businesses which have 
             been trading for 12 consecutive months. Reconciliations of the like 
             for like figures to the total reported figures can see seen in Note 
             1 - Alternative Performance Measures. 
             *Adjusted Net Cash / (Debt) - All loans and borrowings less cash and 
             cash equivalents less IFRS 16 lease liabilities less vehicle stocking 
             loans. 
              Operating Highlights 
             ===================== 
 
             o Group Highlights 
             o Group Revenue up 49.0% to GBP1,815.6m (H1 FY20: GBP1,218.3m). 
             o Underlying PBT of GBP35.1m, compared to a loss of GBP31.0m in H1 FY20. 
             o After non-underlying items the Group reported a profit before tax 
             of GBP28.4m (H1 FY20: Loss of: GBP41.4m). 
             o Outperformed the new car market as measured by SMMT with a 42.7% like-for-like 
             increase in new cars sold vs a total market growth of 39.2%, and a market 
             increase of 35.7% in Pendragon represented franchises. 
             o Encouraging progress against Group Strategy, significant number of 
             initiatives underway. 
             o Adjusted net cash of GBP9.5m (FY20: adjusted net debt of GBP100.4m). 
 
             o Franchised UK Motor 
             o Strong recovery from the initial impact of the pandemic in H1 FY20. 
             o Underlying operating profit of GBP37.6m (H1 FY20: Loss of GBP18.1m) 
             o Revenue up 56.9% to GBP1,673.8m (64.6% on a like-for-like basis). 
             o Gross margin of 10.9%, up from 10.2% in H1 FY20 
              *    Used gross margin of 8.8% (H1 FY20: 7.1%) 
 
 
              *    New gross margin of 6.4% (H1 FY20: 5.9%) 
 
 
              *    Aftersales gross margin of 49.6% (H1 FY20: 46.4%) 
 
 
             o Strength in used stock sourcing maximising access to higher margins 
             in favourable market conditions. 
             o Total operating costs up by 13.9%, with FY20 costs lower as a result 
             of the significant government support programmes accessed in H1 FY20. 
             o Cost reduction programmes and store closures delivering significant 
             benefit, with costs down GBP45.2m compared to H1 FY19. 
 
             o Software - Pinewood 
             o Operating profit up 13.6% to GBP6.7m (H1 FY20: GBP5.9m). 
             o Revenue grew by 12.0% to GBP12.1m 
             o 14% increase in international users. 
             o Continued investment in product developments to enable Group digital 
             capabilities, deliver finance products online and facilitate digital 
             payments. 
             o Achieved accreditation as first certified DMS system by BMW UK, and 
             second global RIS partner. 
 
             o Car Store 
             o Underlying operating profit of GBP0.3m (H1 FY20: loss of GBP1.7m). 
             o Revenue up 53.1% to GBP66.0m on a total basis (54.2% on a like-for-like 
             basis). 
             o Gross margin rate of 8.0% (H1 FY20: 6.7%). 
             o Development of the Used Car proposition ahead of relaunch. 
 
             o Leasing - Pendragon Vehicle Management 
             o Revenue up 31.7% to GBP49.0m principally driven by a 90% year on year 
             increase in de-fleeted vehicle disposals. 
             o High margin on disposals. 
             o Operating profit up 72.3% to GBP8.1m (H1 FY20: GBP4.7m). 
 
             o US Motor Group 
             o Disposal of final US Motor assets completed in FY21. 
             o Total proceeds of GBP106.0m from the combined total of all US sites 
             since 2018. 
 
              Outlook 
             ======== 
 
             o Good performance has continued early in the second-half into July 
             and August. 
             o Robust used volumes and margins continue to underpin performance. 
             o New car supply has begun to impact the market, down 29.5% in July 
             and down 22.0% in August, as measured by SMMT. Customer demand and our 
             order book remain strong, but we expect to continue to see shortfalls 
             in supply and therefore delayed delivery dates through the remainder 
             of the current financial year. 
             o Whilst uncertainty remains for the remainder of the second half, w 
             e remain confident that underlying profit before tax for the full year 
             will be GBP55m to GBP60m 
             o The Board continues to believe the Group's strategy positions it well 
             to respond to the ongoing market uncertainty and to capitalise on any 
             resultant opportunities. 
 
                  Conference call and presentation 
                  A presentation for analysts and investors on Pendragon's half-year results 
                  will be held at 9.00am today and this will be followed by a Q&A session 
                  with the management team. The webcast can be found at: 
 
                  https://webcasting.brrmedia.co.uk/broadcast/6131d2bd1bbecc503c40a064 
 
                  To request conference call details for the Q&A please contact 
                  pendragon@headlandconsultancy.com 
                  . 
 
 
                  Contacts 
                  =========================================================================================== 
                  Name                   Title                    Responsibility                      Contact 
                                         =======================  ======================  =================== 
                  Bill Berman            Chief Executive          Pendragon PLC                  01623 725200 
                                         =======================  ======================  =================== 
                  Mark Willis            Chief Financial Officer  Pendragon PLC                  01623 725200 
                                         =======================  ======================  =================== 
                  Henry Wallers          Director                 Headland                       07876 562436 
                                         =======================  ======================  =================== 
                  Jack Gault             Account Director         Headland                       07799 089357 
                                         =======================  ======================  =================== 
                      Financial Summary 
                        ================= 
                        Consolidated Income Statement                             H1 2020 
                         Six months ended 30 June                      H1 2021      GBPm      Change 
                         Underlying unless stated                        GBPm                  (%) 
                                                                     ==========  =========  ======== 
                        Revenue                                        1,815.6    1,218.3     49.0% 
                                                                     ==========  =========  ======== 
                        Cost of sales                                 (1,604.4)  (1,083.0)    48.1% 
                        ===========================================  ==========  =========  ======== 
                        Gross profit                                    211.2      135.3      56.1% 
                        ===========================================  ==========  =========  ======== 
                        Underlying operating expenses                  (159.3)    (146.1)     9.0% 
                        ===========================================  ==========  =========  ======== 
                        Underlying operating profit / (loss)            51.9      (10.8)       n/a 
                        -------------------------------------------  ----------  ---------  -------- 
                        Underlying net finance costs                   (16.8)     (20.2)     -16.8% 
                        -------------------------------------------  ----------  ---------  -------- 
                        Underlying profit / (loss) before taxation      35.1      (31.0)       n/a 
                        -------------------------------------------  ----------  ---------  -------- 
 
                        Non-underlying charges                          (4.3)     (21.0)     -79.5% 
                        -------------------------------------------  ----------  ---------  -------- 
                        Total income tax (expense) / credit             (2.4)      10.6        n/a 
                        -------------------------------------------  ----------  ---------  -------- 
                        Total profit / (loss) for the period            28.4      (41.4)       n/a 
                        -------------------------------------------  ----------  ---------  -------- 
 
                        Earnings per share 
                        ===========================================  ==========  =========  ======== 
                        Basic earnings per share                        2.0p      (3.0)p       n/a 
                                                                     ==========  =========  ======== 
                        Diluted earnings per share                      2.0p      (3.0)p       n/a 
                                                                     ==========  =========  ======== 
                        Non GAAP Measure 
                        ===========================================  ==========  =========  ======== 
                        Underlying basic earnings per share             2.3p      (1.7)p       n/a 
                                                                     ==========  =========  ======== 
                        Underlying diluted earnings per share           2.3p      (1.7)p       n/a 
                                                                     ==========  =========  ======== 
 
 
 
                        Segmental Performance 
                       ============================================================================= 
                       Units Sold             H1 2021   H1 2020  Change  LFL Change 
                                                                   (%)       (%) 
                                             ========  ========  ======  ========== 
                        Used Units 
                       ====================            ========  ======  ========== 
                       Car Store               5,526     4,321   27.9%     28.5% 
                                             ========  ========  ======  ========== 
                       Franchised UK Motor    48,368    38,992   24.0%     38.3% 
                                             ========  ========  ======  ========== 
                       US Motor                 51        275    -81.5%      - 
                       ====================  ========  ========  ======  ========== 
                                              53,945    43,588   23.8%     37.2% 
                                                                 ------  ---------- 
                        New Units 
                       ====================  ========  ========  ======  ========== 
                       Franchised UK Motor    30,067    21,659   38.8%     42.7% 
                                             ========  ========  ======  ========== 
                       US Motor                 397       945    -58.0%      - 
                       ====================  ========  ========  ======  ========== 
                                              30,464    22,604   34.8%     42.7% 
                       ====================  ========  ========  ======  ========== 
 
                       GBPm                             H1 2021   H1 2020   Change   LFL Change 
                                                                              (%)        (%) 
                                                       ========  ========  =======  =========== 
                       Revenue 
                       ==============================  ========  ========  =======  =========== 
                       Car Store                         66.0      43.1     53.1%      54.2% 
                                                       ========  ========  =======  =========== 
                       Franchised UK Motor              1,673.8   1,067.1   56.9%      64.6% 
                                                       ========  ========  =======  =========== 
                       Software                          12.1      10.8     12.0%      12.0% 
                                                       ========  ========  =======  =========== 
                       Leasing                           49.0      37.2     31.7%      31.7% 
                                                       ========  ========  =======  =========== 
                       US Motor                          28.3      68.5     -58.7%       - 
                       ==============================  ========  ========  =======  =========== 
                       Inter-segment revenue            (13.6)     (8.4)    61.9%      61.9% 
                       ==============================  ========  ========  =======  =========== 
                                                        1,815.6   1,218.3   49.0%      62.6% 
                       ------------------------------  --------  --------  -------  ----------- 
                       Gross Profit 
                       Car Store                          5.3       2.9     82.8%      76.7% 
                                                       ========  ========  =======  =========== 
                       Franchised UK Motor               182.3     108.9    67.4%      75.0% 
                                                       ========  ========  =======  =========== 
                       Software                          11.2       9.9     13.1%      13.1% 
                                                       ========  ========  =======  =========== 
                       Leasing                           10.5       6.7     56.7%      56.7% 
                                                       ========  ========  =======  =========== 
                       US Motor                           4.0       9.0    -55.6%       n/a 
                       ==============================  ========  ========  =======  =========== 
                       Inter-segment gross profit        (2.1)     (2.1)      -          - 
                       ==============================  ========  ========  =======  =========== 
                                                         211.2     135.3    56.1%      70.2% 
                       ------------------------------  --------  --------  -------  ----------- 
                       Underlying Operating Profit 
                       Car Store                          0.3      (1.7)     n/a        n/a 
                       Franchised UK Motor               37.6     (18.1)     n/a        n/a 
                                                       ========  ========  =======  =========== 
                       Software                           6.7       5.9     13.6%      13.6% 
                                                       ========  ========  =======  =========== 
                       Leasing                            8.1       4.7     72.3%      72.3% 
                                                       ========  ========  =======  =========== 
                       US Motor                          (0.8)     (1.6)   -50.0%        - 
                       ==============================  ========  ========  =======  =========== 
                                                         51.9     (10.8)     n/a        n/a 
                       ==============================  ========  ========  =======  =========== 
                       Gross Margin %                    11.6%     11.1%    0.5%       0.5% 
                       Underlying Operating Margin %     2.9%     (0.9)%    3.8%       3.2% 
                       Operating Profit / (Loss)         48.1     (31.2)     n/a        n/a 
                       ==============================  ========  ========  =======  =========== 
                  --------------------------------------------------------------------------------------------- 
             -------------------------------------------------------------------------------------------------- 
 
 
Chief Executive's Review 
======================== 
 

The first-half of FY21 continued to be a period marked by disruption by Covid-19, with the enforced closures of stores from 1 January to 12 April having the potential to significantly restrict the Group's ability to trade. However, as a result of the work that we started last year to adapt both our digital channels and our customer proposition, together with a restructure of our store estate and cost base, we were able to perform strongly despite this disruption.

Following the reopening in April, the business was able to capitalise on strong market conditions, created from a combination of pent-up demand and restricted supply across both new and used cars. In particular, this market resulted in exceptional increases in used car margins, which the Group was able to maximise by maintaining steady inventory levels as a result of the supply chain sourcing advantages it has. Our omni-channel offering and well executed plans meant we were able to outperform the market in new cars, delivering a 42.7% like-for-like increase in sales of new cars vs a total market growth of 39.2%, and a market increase of 35.7% in the franchises we represent.

Whilst we remain grateful for the government support available during the period of enforced closure, our ability to continue to trade at near-normal levels meant we were able to significantly reduce the amount of support we received from the Coronavirus Job Retention Scheme, drawing just GBP1.6m in the period (H1 FY20: GBP30.9m) to protect the small number of roles that were unable to be performed during lock-down. The Group also benefited from GBP8.6m of business rate relief and grants in the half (H1 FY20: GBP3.5m).

In addition to a strong trading performance, our excellent financial results for the first-half were underpinned by the successful delivery of our strategic aims to restructure the store estate, including both the sale of our remaining US stores and the closure of loss-making stores in both Car Store and the Franchised business, and a significant reduction in overheads following improvements in our operational efficiency. Following these actions, we have reduced our underlying operating costs (adjusted to remove the benefit of furlough and rates relief) by approximately GBP75m compared to the same period in 2019, the last comparable period before the pandemic, whilst gross profit is down just GBP24.1m against FY19, despite the material reduction in the number of sites in the UK from 204 to 150, the impact of the first quarter lockdown on sales volumes, and the disposal of the US assets. I am confident that this revised cost structure provides us with the platform for profitable growth.

Each of our divisions performed impressively during the first-half, with the strong financial performance in Franchised UK Motor supported by further good performance in both our software and leasing businesses. Car Store, ahead of its rebrand and new proposition launch, was also able to contribute to the Group result, with an operating loss of GBP0.7m during the lock-down in the first quarter, more than offset by an operating profit of GBP1.0m in quarter two. Finally, we successfully completed the sale of the remaining US assets, with total proceeds of GBP106m before tax now realised.

Group Strategy

In FY20 we launched our plan to "transform automotive retail through digital innovation and operational excellence". This strategy set out our ambition to return the Group to sustainable levels of profit growth, targeting underlying profit before tax of GBP85-90m by FY25 and positions us to meet evolving customer needs.

I am delighted with the further progress we have made during the first-half, with multiple initiatives launched against each of our three pillars for growth:

1. Unlock value in the franchised UK motor division

2. Grow and diversify Pinewood

3. Disrupt standalone used cars

In the UK motor division, we have delivered some good early wins, such as improvements to our vehicle valuation tools to drive more efficient purchasing and higher purchase conversion rates. We have also introduced new modules developed by Pinewood to improve consistency in our sales processes and to deliver further improvements to our digital propositions such as remote digital signatures, new online payment functionality and the ability to purchase finance and insurance products online. Several initiatives are also underway to sustain delivery as we go through the second-half and ahead into 2022.

Our software business has enabled many of the technology improvements required to deliver these initiatives, and remains a key advantage for the Group in order to facilitate and to maintain a high pace of change. Pinewood's product developments will also enable our future initiatives such as our planned vehicle acquisition and management platform and the underpinning technology for the revised used car proposition. Pinewood has also demonstrated its reputation as a DMS provider through its recently awarded certified status with BMW, one of only two global partners to support BMW's retail integration strategy.

Finally, we have made good progress with the development of the revised branding and both the digital and physical propositions for our standalone used car proposition, with the brand relaunch expected to be ready for late Q4 or early Q1 FY22.

I would like to extend my thanks to all of our associates who have performed exceptionally during challenging times. We are delighted to have added a new Chief People Officer to our team, with Lizzie Downes joining us in September, who will focus on the continued development of our culture and the nurturing of talent.

Overall, I am very pleased with the progress we have made both strategically and operationally, which have resulted in an excellent financial performance, with the Group reporting underlying profit before tax of GBP35.1m, a material turn-around from the first-half losses of both FY19 and FY20.

 
Outlook 
 

We remain very confident in the opportunity that our strategy provides, and have made further progress towards our strategic objectives in the first-half of the current financial year. Whilst the used car market in particular has remained strong to date, there still remains a high level of uncertainty over the remainder of the current financial year, with the potential for further disruption from Covid-19 over the winter period which could continue to impact all areas of our Group, the potential for shortfalls in new car supply from the ongoing impact of micro-chip shortages and a correction in used car prices. Despite these short-term challenges, I am confident our business model positions us well, and that we are on track with our long-term objectives. As such, we remain confident that underlying profit before tax for the full year will be between GBP55m to GBP60m, ensuring we stay on track to deliver GBP85m to GBP90m by FY 2025.

 
Bill Berman 
 Chief Executive 
 15 September 2021 
 
 
 Operating and Financial Review by Segment 
========================================== 
 

o The business is organised into 5 segments, analysed as follows:

o Franchised UK Motor - sale and servicing of vehicles in the U.K.

o Software - Licencing of Software as a Service to global automotive business users

o Car Store - Own brand proposition for the sale of used vehicles in the U.K.

o Leasing - Fleet and contract hire provider. Source of used vehicle supply

o US Motor - Sale and servicing of vehicles in the U.S. (Disposal completed H1 FY21)

 
Franchised UK Motor 
=================== 
 
 
Underlying                     H1            H1        Change 
                                                         (%) 
                               2021          2020 
                          ============  ============  ======= 
Used Revenue                GBP781.0m     GBP509.2m    53.4% 
                          ============  ============  ======= 
Aftersales Revenue          GBP131.1m     GBP97.7m     34.2% 
                          ============  ============  ======= 
New Revenue                 GBP761.7m     GBP460.2m    65.5% 
                          ============  ============  ======= 
Total Revenue              GBP1,673.8m   GBP1,067.1m   56.9% 
                          ============  ============  ======= 
Used Gross Profit           GBP68.6m      GBP36.4m     88.5% 
                          ============  ============  ======= 
Aftersales Gross Profit     GBP65.0m      GBP45.3m     43.5% 
                          ============  ============  ======= 
New Gross Profit            GBP48.7m      GBP27.2m     79.0% 
                          ============  ============  ======= 
Total Gross Profit          GBP182.3m     GBP108.9m    67.4% 
                          ============  ============  ======= 
Gross margin rate             10.9%         10.2%       0.7% 
                          ============  ============  ======= 
Underlying Operating 
 Expenses                  GBP(144.7)m   GBP(127.0)m   13.9% 
                          ============  ============  ======= 
Underlying Operating        GBP37.6m     GBP(18.1)m     n/a 
 Profit / (Loss) 
                          ============  ============  ======= 
Underlying operating 
 margin rate                  2.2%         (1.7)%       3.9% 
                          ============  ============  ======= 
Stocking Interest (1)       GBP(4.7)m     GBP(7.4)m    -36.5% 
                          ============  ============  ======= 
Profit / (Loss) after       GBP32.9m     GBP(25.5)m     n/a 
 Stocking Interest 
                          ============  ============  ======= 
 
Operating Profit /          GBP37.5m     GBP(32.0)m     n/a 
 (Loss) 
                          ============  ============  ======= 
Total Revenue Change          56.9% 
                          ============  ============  ======= 
Like-for-like Revenue 
 Change                       64.6% 
                          ============  ============  ======= 
Used Units Sold              48,368        38,992      24.0% 
                          ============  ============  ======= 
New Units Sold               30,067        21,659      38.8% 
                          ============  ============  ======= 
Used GPU (2)                GBP1,418       GBP934      51.8% 
                          ============  ============  ======= 
New GPU (2)                 GBP1,620      GBP1,256     29.0% 
                          ============  ============  ======= 
Number of Locations            141           160       -11.9% 
                          ============  ============  ======= 
Average Used Selling 
 Price (3)                  GBP14,336     GBP12,590    13.9% 
                          ============  ============  ======= 
Average New Selling 
 Price (3)                  GBP25,092     GBP21,365    17.4% 
                          ============  ============  ======= 
 

(1) Stocking interest. Whilst stocking interest is an interest expense and not part of operating profit, it is a cost that can be directly related to the trading performance of both new and used cars. It is included as an alternative performance measure in the table above for information.

(2) GPU = Gross Profit per Unit. It is calculated as total New/Used GP divided by total New/Used retail units sold.

(3) Trading dealerships only. The used selling price is retail vehicles only and excludes any trade vehicles. The new selling price excludes vehicles sold by our fleet business (National Fleet Solutions).

 
      Operating Review 
       The Franchised UK Motor business operated from 139 franchise points 
       and two used cars only retail points which represent a range of volume 
       and premium products offering both sales and service functions. 
       Whilst there continued to be significant disruption from Covid-19 during 
       the first quarter, with the mandatory physical closure of showrooms 
       from 1 January through to 12 April, the significant adaptations made 
       to the Group's omni-channel capabilities since the second-half of last 
       year were instrumental in the Group's ability to materially mitigate 
       the impact of the closures. A total of over 40,000 vehicles were delivered 
       to customers across the Group through a combination of home delivery 
       and customer collection in the first-quarter alone, whilst dealerships 
       were physically closed. 
       Both during this period, and following reopening in April, the business 
       has performed well, outperforming the market in both new and used vehicle 
       sales, maximising performance in used cars in particular through its 
       strength in used car supply through its array of sourcing channels 
       such as part exchanges, our Sell Your Car proposition, through PVM 
       and a number of other supplier relationships. 
       New Car volumes were up 42.7% on a like-for-like basis (total reported 
       up 38.8%), compared to growth of 35.7% across the franchises in which 
       Pendragon operates and a total market growth up 39.2%. Sales process 
       efficiency improvements and strong market demand for new cars ensured 
       that the Group was able to deliver volume targets and unlock bonus 
       income, resulting in a gross profit per unit ("GPU") of GBP1,620, up 
       29% compared to H1 FY20, which when combined with the volume growth 
       drove a 79.0% increase in gross profit. 
       Used Car volumes also rebounded strongly compared to FY20, up 38.3% 
       on a like-for-like basis (total reported up 24.0%), against market 
       growth in the period of 33.3%. Sales in Q1 during the lock-down, which 
       compared to a period where the business was largely open FY20, were 
       down just 12.1% on a like-for-like-basis as a result of the digital 
       capabilities developed, with Q2 up 188.4% with Q2 FY20 more severely 
       impacted by the first national lockdown and ahead of any material development 
       to our capability. Changes delivered through our strategy to "unlock 
       value in UK Motor", as outlined in more detail in the strategy review 
       below, combined with well-publicised tailwinds in used car pricing 
       during the second quarter, led to a GPU of GBP1,418 in the first-half, 
       up 51.8% compared to FY20. Further margin strengthening through the 
       half resulted in GPU in the second quarter increasing to GBP1,673. 
       Aftersales revenue also grew in the period, up by 40.4% on a like-for-like 
       basis (total reported up 34.2%) with aftersales services permitted 
       to continue throughout the lock-down, with the growth reflecting partial 
       opening during the lock-down in H1 FY20. The continued impact of strategy-led 
       productivity improvements made during H2 FY20 resulted in an improvement 
       in the gross margin of 320bps to 49.6% (H1 FY20: 46.4%). 
       Whilst underlying operating expenses grew by 13.9% compared to H1 FY20, 
       this is a reflection of the level of furlough support received in FY20. 
       The leaner operating model with reduced headcounts introduced in H2 
       FY20, delivering annual savings of c.GBP35m, combined with the reduced 
       cost base following the closure of 15 stores in H2 FY20 have resulted 
       in a reported cost base of GBP144.7m, with the UK Motor division utilising 
       just GBP1.5m from the Coronavirus job retention scheme and GBP8.1m 
       in rates relief and grants in the period. Adjusting for this support, 
       a cost base of GBP154.3m is a material reduction to a comparable cost 
       base of GBP189.9m in H1 2019, before the Covid-19 pandemic. This material 
       improvement in the cost base is reflected in the underlying profit 
       of GBP37.6m. 
       Strategy delivery - Unlock value in the franchised UK Motor division 
       The Group has made meaningful progress with its strategy to improve 
       performance and unlock significant value in the franchised UK Motor 
       division through actions to: 
       1. Accelerate digital innovation 
       2. Drive operational excellence and embed consistent best practice 
       3. Operate from a lean and efficient cost base 
       These initiatives have been designed to drive improvements in used 
       car margins, aftersales profitability and operating cost efficiency. 
       Accelerate digital innovation 
       Whilst we fundamentally believe that there will always be a major role 
       for bricks and mortar in vehicle purchasing, we expect that the changes 
       in consumer habits towards the adoption of new digital channels which 
       have occurred over the past 18 months to become permanent. Following 
       the rapid strengthening of our digital and home delivery capabilities 
       we identified a number of initiatives to drive performance through 
       digital innovation. We have delivered a number of key changes during 
       the first-half that will underpin our omni-channel model. 
       We have improved the technology and processes that we use to value 
       vehicles acquired through part-exchange and through our "Sell-Your-Car" 
       service, providing improved valuations and condition grading, as well 
       as developing the CRM to maximise valuation to appointment conversion. 
       Through Pinewood, we have developed a new "Sales+" module that introduces 
       a consistent enquiry to sale journey, in store and through digital 
       channels. Finally, we have enabled online payment across Evans Halshaw, 
       Stratstone and Car Store for customers with cleared funds, as well 
       as introducing fully online selling of Finance and Insurance products, 
       initially for Evans Halshaw customers, with development for Stratstone 
       underway. 
       In addition to these delivered changes, we have also made good initial 
       progress in our ambitions to develop a Group-wide platform to power 
       the appraisal, purchase, preparation and dynamic pricing of used vehicles. 
       Each of these improvements will drive our medium-term margin improvement 
       targets. 
       Drive operational excellence and best practice 
       There is further opportunity for us to improve performance through 
       better operational practices, driving efficiencies. We are developing 
       focussed internal reporting to drive insight into performance in areas 
       such as vehicle preparation efficiency and sales force effectiveness. 
       These improvements will also reduce costs, and improve profit margins. 
       Our strategic review also identified a series of opportunities and 
       initiatives to drive substantial improvements to aftersales gross margin. 
       During the first-half we have seen an improved level of penetration 
       from the new three-year used-car guarantee product we first introduced 
       in FY20 and we have commenced work to transition from fixed price models 
       to tailored and tiered products based on the age and mileage of a vehicle. 
       In addition, we are developing a programme to target both process and 
       procedure improvements in order to improve the speed and quality to 
       which we prepare newly acquired used vehicles, in order to bring cars 
       to market quicker, to improve the customer experience and reduce subsequent 
       rectification costs. Finally, we are developing our processes to improve 
       conversion of required work identified when a customer's car is in 
       a service centre, and developing self-serve finance payment options 
       for this work to improve the customer journey. 
       Operate from a lean and efficient cost base 
       In 2020 we made significant changes to our store and regional operating 
       teams in order to right-size the model and to embed the efficiency 
       gains we delivered during the Covid-19 pandemic. These changes have 
       contributed significantly to the performance in the first-half of FY21. 
       In addition, we transitioned from company provided cars to cash allowances 
       and associated preferential offers for a number of our associates, 
       and decentralised various customer enquiries to dealerships, reducing 
       central contact centre costs. 
       We continue to believe there are further cost base efficiencies. During 
       FY21 we will complete a Finance Transformation programme, which will 
       centralise core finance processes into a central shared service centre, 
       supported by investment into automation technologies in key processes 
       such as payments, receipts and reporting and we will invest into new 
       finance business partnering capabilities to support the businesses 
       growth objectives through high quality analytics. 
       Financial Review 
       Revenue increased by 56.9% to GBP1,673m in H1 FY21 (64.6% on a like-for-like 
       basis), for the reasons outlined above. 
       Gross profit grew by 67.4% to GBP182.3m in H1 FY21 (75.0% on a like-for-like 
       basis). The improvements in margin in both new and used GPU's, together 
       with improved efficiency in aftersales resulted in gross profit growth 
       out performing revenue growth materially. 
       Underlying operating costs have increased by 13.9% (24.2% on a like-for-like 
       basis), driven by the significantly lower usage of the Coronavirus 
       job retention scheme, partially offset by the delivery of the cost 
       reduction initiatives as outlined above. 
       The division recorded a total underlying operating profit of GBP37.6m 
       (H1 FY20: GBP18.1m underlying operating loss). 
 
  Software - Pinewood 
==================================================================================== 
 
 
Underlying                H1 2021     H1 2020    Change 
                                                   (%) 
                        ==========  ==========  ======= 
Revenue                  GBP12.1m    GBP10.8m    12.0% 
                        ==========  ==========  ======= 
Gross Profit             GBP11.2m     GBP9.9m    13.1% 
                        ==========  ==========  ======= 
Gross margin rate          92.6%       91.7%      0.9% 
                        ==========  ==========  ======= 
Operating Expenses       GBP(4.5)m   GBP(4.0)m   12.5% 
                        ==========  ==========  ======= 
Operating Profit          GBP6.7m     GBP5.9m    13.6% 
                        ==========  ==========  ======= 
Operating margin rate      55.4%       54.6%      0.8% 
                        ==========  ==========  ======= 
 
Revenue Change             12.0% 
                        ==========  ==========  ======= 
 

A more detailed breakdown of the Pinewood financials for H1 FY21 can be seen below:

 
                      Contribution      Contribution     Pinewood         Share of          Pinewood 
                      from Pendragon    from external    standalone       Pendragon          segment 
                                          customers        result      Group overheads     as reported 
                                                                                           in Pendragon 
                                                                                          Group accounts 
                    ================  ===============  ============  =================  ================ 
Revenue                  GBP2.3m          GBP9.8m        GBP12.1m            -              GBP12.1m 
                    ================  ===============  ============  =================  ================ 
Gross Profit             GBP2.1m          GBP9.1m        GBP11.2m            -              GBP11.2m 
                    ================  ===============  ============  =================  ================ 
Operating Expenses      GBP(0.9)m        GBP(3.4)m       GBP(4.3)m       GBP(0.2)m          GBP(4.5)m 
                    ================  ===============  ============  =================  ================ 
Operating Profit         GBP1.3m          GBP5.6m         GBP6.9m        GBP(0.2)m           GBP6.7m 
                    ================  ===============  ============  =================  ================ 
 
 
            Operating Review 
 
             Pinewood is a software business that provides Software as a Service 
             ("SaaS") in the UK and in a number of countries worldwide. 
 
             The UK Dealer Management Systems (DMS) market for Franchised Motor 
             Dealers is estimated to be worth over GBP100 million. Three DMS providers 
             dominate the UK market. The global DMS market is highly fragmented, 
             with over 50 different DMS providers within Europe alone. 
 
             Pinewood's unique approach to the DMS market is characterised by: 
              *    a single product capable of global deployment, which 
                   simplifies future developments to the system and 
                   reduces operating costs; 
 
 
              *    a feature-rich cloud-based solution, with no need for 
                   costly third-party add-ons; 
 
 
              *    focus on strong manufacturer partnerships and 
                   supporting dealer profitability; and 
 
 
              *    commitment to using the latest technology to reshape 
                   motor retail 
 
 
 
             Pinewood was an early adopter of the SaaS business model and has focused 
             on developing recurring revenue streams. Today, around 90% of Pinewood's 
             revenues are on a recurring basis. Whilst Pendragon remains an important 
             customer to Pinewood, as Pinewood has grown, Pendragon's proportion 
             of the Pinewood total user base has been diluted to c.17%, from c.21% 
             in FY20, with intra-group charging maintained at a competitive market 
             rate, reducing as more external users have been added. 
 
             During H1 FY21, overall net user numbers (excluding Pendragon) increased 
             by 3%. Across Pinewood's international markets there was a 14% net 
             increase in user numbers. International growth was driven by system 
             installations in the Nordic markets, which was supported by overseas 
             hiring and the incorporation of Pinewood Technologies Northern Europe 
             AB in Sweden. Strong growth in international user numbers is expected 
             to continue in the second half of 2021, despite the travel limitations 
             arising from the pandemic. In the UK market (excluding Pendragon) there 
             was a small increase in user numbers in H1 FY21 as market conditions 
             stabilised. 
 
             In H1 FY21 Pinewood continued to invest in the functionality of its 
             DMS platform. These included the development of online sales capabilities 
             and tools, as well as platform architecture and security. There has 
             also been good further progress in terms of OEM support at an international 
             level, most notably with Pinewood DMS achieving UK certification as 
             part of BMW's Retail Integration Service alongside a role as a global 
             partner to lead further development. 
 
             Pinewood delivered a strong performance in H1 FY21 as reflected in 
             the increased user numbers. The performance was particularly pleasing 
             given the context of continuing pandemic related uncertainty and the 
             restrictions on international travel. Pinewood continues to ensure 
             full continuity of its services and develop the DMS to assist its customers 
             in the new retail environment. 
 
             Strategy update - Grow and diversify Pinewood 
 
             As part of its Group strategy presentation, Pendragon announced its 
             plan to 'grow and diversify Pinewood'. This included the key objectives 
             of: 
 
              *    Growing the international user base by 80% and the 
                   total user base by 10%; and, 
 
 
              *    Further product extension enabling turn-key digital 
                   automotive retail solutions. 
 
 
 
             In FY21 Pinewood has continued to focus on both elements of the 'grow 
             and diversify' strategy. 
 
             Grow: expansion of the direct sales model in Scandinavia has been supported 
             by local incorporation and new market hires, whilst Pinewood continues 
             to add customers in other international markets, and expects further 
             new market launches in the second half of 2021. 
 
             Diversify: development of the core DMS product continues. New products 
             designed to support digital automotive retail are being developed to 
             initially benefit Pendragon and, in the longer term, the external customer 
             base. A number of new modules were introduced during H1, most notably 
             a Sales+ module designed to improve the efficiency and consistency 
             of the sales process. Pinewood will also be a key enabler in the development 
             of vehicle acquisition, management and pricing platforms and powering 
             the new standalone used car brand's web capabilities. 
 
             Financial Review 
             Total revenues increased by 12.0% to GBP12.1m compared to H1 FY20. 
             Underlying recurring revenues on sales of DMS software to third parties 
             increased during the period by GBP0.4m. This underlying growth excludes 
             the impact of the one-off Covid discount given in H1 FY20, which impacted 
             the base period. In addition to recurring revenue growth, DMS transactional 
             charges and system training and implementation revenues increased by 
             41%, driven by lockdown restrictions easing. 
 
             Gross profit increased by 13.1% to GBP11.2m. This was driven by higher 
             revenues, with a slight increase in gross margins. 
 
             Operating costs increased by 12.5% compared to H1 2020. The increase 
             was driven by higher amortisation as a result of ongoing increases 
             in investment in the development of the software asset. There was also 
             an increase in payroll costs, driven by the reversal of the prior year 
             benefit from the Coronavirus job retention scheme. Offsetting cost 
             efficiencies were achieved through further reductions in travel and 
             office expenditure. 
             As a result of these movements, underlying operating profit was GBP6.7m, 
             an increase of 13.6% compared to H1 2020. 
========================================================================================= 
 
 
 
  Car Store 
=========== 
 
 
Underlying                H1 2021     H1 2020     Change 
                                                    (%) 
                        ==========  ==========  ======== 
Revenue                  GBP66.0m    GBP43.1m     53.1% 
                        ==========  ==========  ======== 
Gross Profit              GBP5.3m     GBP2.9m     82.8% 
                        ==========  ==========  ======== 
Gross margin rate          8.0%        6.7%       1.3% 
                        ==========  ==========  ======== 
Underlying Operating 
 Expenses                GBP(5.0)m   GBP(4.6)m    8.7% 
                        ==========  ==========  ======== 
Underlying Operating      GBP0.3m    GBP(1.7)m     n/a 
 Profit / (Loss) 
                        ==========  ==========  ======== 
Underlying Operating 
 margin rate               0.5%       (3.9)%      4.4% 
                        ==========  ==========  ======== 
Stocking Interest        GBP(0.2)m   GBP(0.2)m      - 
                        ==========  ==========  ======== 
Profit after Stocking     GBP0.1m    GBP(1.9)m     n/a 
 Interest 
                        ==========  ==========  ======== 
 
Operating Profit /        GBP0.3m    GBP(1.7)m     n/a 
 (Loss) 
                        ==========  ==========  ======== 
Total Revenue Change       53.1% 
                        ==========  ==========  ======== 
Like-for-like Revenue 
 Change                    54.2% 
                        ==========  ==========  ======== 
Units Sold                 5,526       4,321      27.9% 
                        ==========  ==========  ======== 
Used GPU (1)              GBP959      GBP671      42.9% 
                        ==========  ==========  ======== 
Number of Locations          9          11       -18.2% 
                        ==========  ==========  ======== 
Average Selling Price 
 (2)                     GBP10,522   GBP8,677     21.3% 
                        ==========  ==========  ======== 
 

(1) GPU = Gross Profit per Unit. It is calculated as total Used GP divided by total Used retail units sold.

(2) Trading dealerships only. The used selling price is retail vehicles only and excludes any trade vehicles.

 
      Operating Review 
       During the first half of FY21 Car Store recorded an underlying operating 
       profit of GBP0.3m compared to operating losses of GBP1.7m in H1 FY20. 
       As with franchised dealerships, Car Store showrooms were closed from 
       1 January to 12 April. With limited aftersales capability, there was 
       less potential to mitigate operating costs through service activity, 
       although the business continued to be able to remotely sell cars utilising 
       the Group's digital developments. As a result, Car Store reported a 
       loss in Q1 of GBP0.7m, before returning to profitability in Q2 with 
       an underlying operating profit of GBP1.0m. 
       Volumes were up 28.5% on a like-for-like basis (total reported up 27.9%), 
       whilst the average selling price grew by 21.3%, which together, resulted 
       in total revenue growth of 53.1% Car Store also benefitted from the 
       improvements made to technology and processes as well as the tailwinds 
       in used car pricing delivering a GPU of GBP959 in the first-half, up 
       42.9% compared to FY20. 
       Strategy Update - Disrupt standalone used cars 
       We believe the UK is the most attractive used vehicle market globally, 
       with a ratio of over three used vehicles sold for every one new. The 
       overall market for used cars is around eight million cars sold per 
       annum. Based on the desired age and mileage profile for our target 
       market, we believe there is an addressable market for Pendragon of 
       around three million cars per annum, which is larger than the total 
       new car market. 
 
       To capitalise on this opportunity, we will deliver: 
       1. Rebranding of the standalone used car proposition 
       2. Differentiated value proposition 
       3. A scaled physical estate 
 
       Rebrand the standalone used car proposition 
 
       During the past six months, work has progressed to define the vision 
       for the rebranded proposition, determine the brand values and behaviours 
       and to determine the brand promises. In addition, comprehensive research 
       has been completed to determine the revised brand name look and feel 
       ahead of its launch in late 2021 or early 2022. The brand will reflect 
       the new digital proposition. 
 
       Differentiate the value proposition 
       The revised brand value proposition will have market-leading, customer 
       focussed, clear propositions across buying, selling and aftersales, 
       including, but not limited to, access to Evans Halshaw used car inventory, 
       digital part exchange propositions, a national delivery proposition 
       and a money-back guarantee to underpin confidence. Multiple cross-functional 
       workstreams are in place to refine the final proposition ahead of launch. 
       Scale the physical estate 
       Over the next five years we are targeting the development of eight 
       physical locations. We believe that a combination of a digital proposition 
       and these physical stores will allow us to gain a meaningful share 
       of the target market. During the first-half work was completed to identify 
       the first site to test the new physical proposition, utilising an existing 
       location in Chesterfield. Chesterfield was a purpose-built Car Store 
       with currently unutilised land owned adjacent to the current footprint, 
       providing the right potential to develop to the required scale, with 
       space for approximately 450 vehicles. The existing customer facilities 
       will be developed to represent the new brand proposition, including 
       the addition of preparation and aftersales facilities, with work starting 
       during the second-half of FY21 at an approximate incremental cost of 
       c.GBP3.0m. 
       Financial Review 
       Revenue grew by 53.1% to GBP66.0m in the period (54.2% on a like-for-like 
       basis). Whilst the period of weeks in lockdown were higher in H1 FY21 
       compared to H1 FY20 the enhanced digital proposition supported the 
       revenue growth. 
       Gross profit increased by 82.8% to GBP5.3m (76.7% on a like-for-like 
       basis), as a result of the volume growth combined with the improved 
       gross profit per unit of GBP959. 
       Operating costs increased by 8.7% from GBP4.6m to GBP5.0m with the 
       reduction in support via the Coronavirus job retention scheme received 
       in H1 FY20 largely offset by the efficiency improvements delivered 
       in H2 FY20. 
       The underlying operating profit for Car Store was GBP0.3m (H1 FY20: 
       loss of GBP1.7m). 
 
 
Leasing 
========================================================================================== 
             Underlying                H1 2021     H1 2020    Change 
                                                                 (%) 
                                      ==========  ==========  ======= 
              Revenue                  GBP49.0m    GBP37.2m    31.7% 
                                      ==========  ==========  ======= 
              Gross Profit             GBP10.5m     GBP6.7m    56.7% 
                                      ==========  ==========  ======= 
              Gross margin rate          21.4%       18.0%      3.4% 
                                      ==========  ==========  ======= 
              Operating Costs          GBP(2.4)m   GBP(2.0)m   20.0% 
                                      ==========  ==========  ======= 
              Operating Profit          GBP8.1m     GBP4.7m    72.3% 
                                      ==========  ==========  ======= 
              Operating margin rate     1 6.5%       12.6%      3.9% 
                                      ==========  ==========  ======= 
 
              Revenue Change             31.7% 
                                      ==========  ==========  ======= 
 
 
              Operating Review 
 
               Pendragon Vehicle Management (PVM), a vehicle leasing business offers 
               a complete range of fleet leasing and contract hire solutions. Its 
               customers represent all business sectors with varied fleet sizes. 
               The fleet of vehicles is financed through third party asset funders 
               which results in a high return on capital. 
               The increase in revenue compared to H1 FY20 was driven by the combined 
               impact of a 90% increase in the number of disposals of de-fleeted 
               vehicles compared to the pandemic impact in the prior year, partially 
               offset by lower income as a result of the smaller fleet. This, combined 
               with higher residual values achieved on disposals was the key driver 
               of the 56.7% improvement in gross profit. 
               PVM's fleet is experiencing a rapid change in the powertrains being 
               requested by customers in the car sector as the corporate sector seek 
               to improve their green footprint whilst providing their associates 
               with reduced levels of Company Car Benefit in Kind taxation. 
 
               Financial Review 
               Revenue increased by 31.7% to GBP49.0m, and gross profit rose by 56.7% 
               to GBP10.5m owing to higher disposals and strong residual values as 
               described above. Underlying operating costs were up 20% to GBP2.4m, 
               with H1 FY20 benefitting from payments from the Coronavirus job retention 
               scheme. 
               Underlying operating profit increased by 72.3% to GBP8.1m. 
              ========================================================================== 
 
 
              US Motor 
======================================================================================== 
 
 
Underlying                  H1 2021     H1 2020      Change 
                                                       (%) 
                          ==========  ===========  ======== 
Used Revenue                GBP3.0m     GBP10.2m    -70.6% 
                          ==========  ===========  ======== 
Aftersales Revenue          GBP2.8m     GBP7.9m     -64.6% 
                          ==========  ===========  ======== 
New Revenue                GBP22.5m     GBP50.4m    -55.4% 
                          ==========  ===========  ======== 
Total Revenue              GBP28.3m     GBP68.5m    -58.7% 
                          ==========  ===========  ======== 
Used Gross Profit           GBP0.2m     GBP0.5m     -60.0% 
                          ==========  ===========  ======== 
Aftersales Gross Profit     GBP1.6m     GBP3.9m     -59.0% 
                          ==========  ===========  ======== 
New Gross Profit            GBP2.2m     GBP4.6m     -52.2% 
                          ==========  ===========  ======== 
Total Gross Profit          GBP4.0m     GBP9.0m     -55.6% 
                          ==========  ===========  ======== 
Gross margin rate            14.1%       13.1%       1.0% 
                          ==========  ===========  ======== 
Underlying Operating 
 Expenses                  GBP(4.8)m   GBP(10.6)m   -54.7% 
                          ==========  ===========  ======== 
Underlying Operating 
 Loss                      GBP(0.8)m   GBP(1.6)m    -50.0% 
                          ==========  ===========  ======== 
Underlying Operating 
 margin rate                (2.8)%       (2.3)%      -0.5% 
                          ==========  ===========  ======== 
 
Operating Loss             GBP(4.5)m   GBP(8.1)m    -44.4% 
                          ==========  ===========  ======== 
Total Revenue Change        -58.7% 
                          ==========  ===========  ======== 
Used Units Sold               51          275       -81.5% 
                          ==========  ===========  ======== 
New Units Sold                397         945       -58.0% 
                          ==========  ===========  ======== 
Used GPU (1)               GBP3,922     GBP1,818    115.7% 
                          ==========  ===========  ======== 
New GPU (1)                GBP5,542     GBP4,868     13.8% 
                          ==========  ===========  ======== 
Number of Locations            -           4           - 
 (2) 
                          ==========  ===========  ======== 
Average Used Selling 
 Price (3)                 GBP35,183   GBP32,660     7.7% 
                          ==========  ===========  ======== 
Average New Selling 
 Price (3)                 GBP56,091   GBP56,118     0.0% 
                          ==========  ===========  ======== 
 

(1) GPU = Gross Profit per Unit. It is calculated as total New/Used GP divided by total New/Used retail units sold.

(2) Represents 4 franchise points across the remaining two dealerships.

(3) Trading dealerships only. The used selling price is retail vehicles only and excludes any trade vehicles.

 
The first-half performance is principally driven by the final months 
 of trading, which continued in the two remaining US Motor Group locations 
 until their disposal, which together with low levels of ongoing operational 
 costs associated with the winding up of US operations, resulted in 
 an underlying operating loss of GBP(0.8)m (H1 FY20: GBP(1.6)m. 
 The remaining disposals were both completed during the half, with Santa 
 Monica completed on the 29 March 2021 for consideration of GBP10.8m 
 and Los Angeles having previously completed on 29 January 2021 for 
 consideration of GBP16.3m. 
 Total cumulative proceeds since the first sale in 2018 of GBP106.0m 
 have been received for the disposal of the US Motor Group, against 
 a target objective of GBP100m. 
============================================================================ 
 
 
Industry Insight 
================ 
 

New Car Market

The UK new car market was 910k vehicles in the first half of FY21 which was an increase of 39.2% over the prior year, reflecting the enforced closure of the UK dealer network for a significant part of H1 2020. The UK new car market is divided into two markets, retail and fleet. The retail market is the direct selling of vehicle units to individual customers and operates at a higher margin than the fleet market. The retail market is the key market opportunity for the Group and represents 45% of the total market in the year. The fleet market represents the sale of multiple vehicles to businesses, and is predominately transacted at a lower margin and consumes higher levels of working capital than retail, and represents 55% of the market in the year.

Used Car Market

In the first half of FY21, there were 3.9m used cars sold in the UK, an increase of 33.3% on the prior year. This represents a market opportunity that is more than three times the size by volume of the new car market. The used market is more stable than the new vehicle sector, being less affected by fluctuations in the UK economy and providing a more reliable supply chain than the new market.

Aftersales Market

The main determinant of the aftersales market is the number of vehicles on the road, known as the 'car parc'. The car parc in the UK has risen slightly to 35.3m vehicles at H1 FY21, a rise of 0.6% from the end of FY20. The car parc can also be segmented into markets representing different age groups. At H1 FY21, around 16% of the car parc was represented by less than three-year-old cars, around 20% by four to six-year-old cars and 64% is greater than seven-year-old cars. The demand for servicing and repair activity is less affected than other sectors by economic conditions, as motor vehicles require regular maintenance and repair for safety, economy and performance reasons.

 
UK New Car Registrations '000       H1 2021  H1 2020  Change (%) 
                                   ========  =======  ========== 
UK Retail Registrations              410.7    314.6     30.6% 
                                   ========  =======  ========== 
UK Fleet Registrations               499.3    338.9     47.3% 
=================================  ========  =======  ========== 
Total UK Registrations               910.0    653.5     39.3% 
=================================  ========  =======  ========== 
 
Group Represented* UK Retail 
 Registrations                       242.7    184.2     31.8% 
                                   ========  =======  ========== 
Group Represented* UK Fleet 
 Registrations                       275.7    197.9     39.3% 
=================================  ========  =======  ========== 
Group Represented* Registrations     518.4    382.1     35.7% 
=================================  ========  =======  ========== 
 

* Group Represented - defined as national registrations for the franchised brands that the Group represents as a franchised dealer.

The new retail market was up by 30.6% in H1 2021, and the new fleet market increased by 47.3% in the period. All new car market figures are from the Society of Motor Manufacturers and Traders (SMMT).

Underlying Net Financing Costs

 
                                                        H1            H1        Change 
                                                                                  (%) 
                                                        2021          2020 
                                                   ============  ============  ======= 
Interest payable on bank borrowings, senior 
 note and loan notes                                 GBP(4.4)m     GBP(4.2)m     4.8% 
                                                   ============  ============  ======= 
Vehicle stocking plan interest                       GBP(5.0)m     GBP(8.0)m    -37.5% 
                                                   ============  ============  ======= 
Net lease interest                                   GBP(5.9)m     GBP(6.4)m    -7.8% 
                                                   ============  ============  ======= 
Unwinding of discounts in contract hire residual 
 values                                              GBP(1.5)m     GBP(1.6)m    -6.3% 
                                                   ============  ============  ======= 
Total Net Financing Costs                           GBP(16.8)m    GBP(20.2)m    -16.8% 
                                                   ============  ============  ======= 
 

Underlying net financing costs reduced by GBP3.4m to GBP16.8m, principally driven by a reduction of GBP3.0m in vehicle stocking plan interest as a result of lower inventories. The increase in interest payable on bank borrowings was driven by an increase in the interest rate of the revolving credit facility to 4.85% agreed as part of the extension of the facility earlier in 2021, together with amortisation of arrangement fees, partially offset by lower average utilisation during the period.

Non-underlying Items

 
GBPm                                                H1       H1 
                                                    2021    2020 
                                                 =======  ======= 
Impairment of goodwill                              -      (12.5) 
                                                 =======  ======= 
Impairment of right of use assets                 (5.4)      - 
                                                 =======  ======= 
Termination and severance costs                   (0.9)    (1.2) 
===============================================  =======  ======= 
Gains / (losses) on the sale of businesses and 
 property, plant and equipment                     2.4     (5.9) 
===============================================  =======  ======= 
Business closure costs                             0.1     (0.8) 
===============================================  =======  ======= 
Pension costs                                     (0.5)    (0.6) 
===============================================  =======  ======= 
Total non-underlying items before tax             (4.3)    (21.0) 
===============================================  =======  ======= 
Non-underlying items in tax                        0.8      3.4 
===============================================  =======  ======= 
Total non-underlying items after tax              (3.5)    (17.6) 
===============================================  =======  ======= 
 

Non-underlying income and expenses are items that are not incurred in the normal course of business and are sufficiently significant and/or irregular to impact the underlying trends in the business. During the first-half the Group has recognised a net charge of GBP4.3m of pre-tax non-underlying items compared to a charge of GBP21.0m in H1 FY20.

A charge of GBP5.4m for the impairment of right of use assets principally relates to the impairment of three leases that have been retained following the disposal of the US assets. These remaining leases are all in good locations and are currently being marketed for sublet. These are short life leases, with expiry due in 2022 and 2023.

Termination and severance cost of GBP0.9m principally relate to the transfer of Finance process from dealerships to a centralised shared service centre as outlined part of the Finance Transformation in the UK motor business review. Gains of GBP2.4m on the sale of business and property, plant and equipment mainly arise from a combined profit of GBP1.0m on disposal of the US assets in Santa Monica and Los Angeles, together with gains arising on the disposal of other freehold and leasehold properties. Pension costs of GBP0.5m represent the interest charge for the first half of FY21 (H1 2020: GBP0.6m)

Capital Allocation

Net cash* has improved by GBP109.9m from an adjusted net debt of GBP100.4m at 31 December 2020 to adjusted net cash of GBP9.5m at 30 June 2021. The adjusted net debt to underlying EBITDA ratio* was (0.1)x for the rolling 12 months to H1 FY21. The adjusted net debt to underlying EBITDA ratio has moved from 0.8x at FY20 principally as a result of the strong trading performance in the first-half, combined with the disposal proceeds from the sale of the remaining US assets received in the period. Since 2018, t he Group has received total proceeds from the disposal of the entire US business of 106.0m, before tax.

* This is an Alternative Performance Measure (APM), see note 1 of the Detailed Financials for more detail.

Cash Flow

The following table summarises the cash flows and adjusted net debt of the Group for the six-month periods ended 30 June 2021 and 30 June 2020 as follows:

 
 GBPm                                         H1 2021   H1 2020 
 Underlying Operating Profit / (Loss)          51.9     (10.8) 
===========================================  ========  ======== 
 Depreciation and Amortisation                 19.1      22.2 
===========================================  ========  ======== 
 Share Based Payments                           1.4       0.4 
===========================================  ========  ======== 
 Non-underlying Items                          (0.8)     (2.0) 
===========================================  ========  ======== 
 Contribution into defined benefit 
  pension scheme                               (6.3)     (2.6) 
===========================================  ========  ======== 
 Working Capital and Contract Hire 
  Vehicle Movements(1)                         49.5      69.1 
===========================================  ========  ======== 
 Cash Generated from Operations                114.8     76.3 
===========================================  ========  ======== 
 Capital Expenditure                           (6.9)    (14.2) 
===========================================  ========  ======== 
 Fixed Asset Vehicles Net Movement              3.0       4.2 
===========================================  ========  ======== 
 Business and Property Disposals               28.8      31.9 
===========================================  ========  ======== 
 Net Capital Income(2)                         24.9      21.9 
===========================================  ========  ======== 
 Tax Paid                                      (1.6)      0.8 
===========================================  ========  ======== 
 Interest Paid excluding lease interest(3)     (8.4)    (11.5) 
===========================================  ========  ======== 
 Lease Payments & Receipts(4)                 (19.0)    (13.2) 
===========================================  ========  ======== 
 Other                                         (0.8)     (0.6) 
===========================================  ========  ======== 
 Decrease in Adjusted Net Debt                 109.9     73.7 
===========================================  ========  ======== 
 Opening Adjusted Net Debt(1)                 (100.4)   (119.7) 
===========================================  ========  ======== 
 Closing Adjusted Net Cash / (Debt)             9.5     (46.0) 
===========================================  ========  ======== 
 

(1) being the change in trade and other receivables, change in trade and other payables and movement in contract hire vehicle balances.

(2) being the proceeds from sale of businesses, purchase of property, plant, equipment and intangible assets and proceeds from sale of property, plant, equipment and intangible assets.

(3) being bank and stocking interest paid.

(4) being receipts of lease receivables and payment of lease liabilities including lease interest paid and received.

Reconciliation to Consolidated Cash Flow Statement

 
 GBPm                                          H1 2021   H1 2020 
                                              ========  ======== 
 Net cash from operating activities             98.9      59.2 
============================================  ========  ======== 
 Net capital income                             24.9      21.9 
============================================  ========  ======== 
 Receipt of lease receivables                    1.2       0.5 
============================================  ========  ======== 
 Net cash from investing activities             26.1      22.4 
============================================  ========  ======== 
 Financing cash flows as included above: 
                                              ========  ======== 
 Payment of lease liabilities                  (14.3)     (7.3) 
                                              ========  ======== 
 Financing cash flows not included 
  above relating to loans: 
============================================  ========  ======== 
 Repayment of loans                            (81.7)    (40.0) 
============================================  ========  ======== 
 Proceeds from issue of loans (net 
  of directly attributable transaction 
  costs)                                        (1.4)     28.2 
============================================  ========  ======== 
 Net cash outflow from financing activities    (97.4)    (19.1) 
============================================  ========  ======== 
 

Cash generated from operations was an inflow of GBP114.8m compared to an inflow of GBP76.3m in the first-half of FY20, principally driven by an increase in the underlying operating profit of GBP62.7m as a result of the strong trading performance in comparison to the pandemic-impacted first of half of FY20, combined with a further VAT timing benefit of approximately GBP35m, mainly arising from the reduction in new car inventory. This is in addition to the continued timing benefit of GBP29m from the deferral of VAT payments in H1 FY20. The combined VAT timing benefit of approximately GBP64m is expected to fully unwind during the second half of FY21. Contributions to the defined benefit pension scheme increased from GBP2.6m to GBP6.3m with contributions reverting to the agreed level following a timing benefit in H1 FY20 as a result of the agreement with the scheme trustee to defer payments during the initial impact of the pandemic.

The net capital expenditure inflow of GBP24.9m (H1 FY20: inflow of GBP21.9m) was principally due to the GBP28.8m cash received from business and property disposals. Disposal proceeds comprised of GBP16.3m from the disposal of Los Angeles, GBP10.8m from the disposal of Santa Monica and GBP1.7m from the disposal of other property. There was a net GBP6.9m outflow from capital expenditure, partially offset by a GBP3.0m net inflow from fixed asset vehicle disposals. Capital expenditure remained at a lower level as we continued to exercise caution during the national lock-down in the first quarter, and with a number of projects weighted to the second-half of FY21.

Lease payments & receipts increased by GBP5.8m to GBP19.0m, with the increase primarily resulting from the reversal of the timing benefit in H1 FY20 from the temporary move to monthly rent payments during the early stages of the pandemic together with the impact of inflationary rent inflation, partially offset by early exits and increased sub-let income.

With effect from March 2021 in respect of light commercial vehicles, and with effect from June 2021 in respect of passenger vehicles, the way in which the Group acquires vehicles from Ford has changed. From these two respective dates, the Group became the importer of Ford vehicles into the UK, rather than acquiring the vehicles from Ford UK. This has led to changes in both the amounts ultimately payable to Ford for vehicles (the liabilities due to Ford shall be lower because no VAT will be charged) and the removal of VAT recovery in respect of the acquisition of vehicles. Taking into account the revised expectation of new car supply, the resulting change in cashflows is estimated in the range of -GBP1m to -GBP21m, dependant on the month, although the impact on the Group's peak borrowing is not expected to be significant. As at 31 December 2021, the impact is expected to increase adjusted net debt by approximately GBP8m.

Balance sheet

The following table summarises the balance sheet of the Group at 30 June 2021, 30 June 2020 and 31 December 2020.

 
GBPm                               Jun-21      Jun-20      Dec-20 
                                 ==========  ==========  ========== 
Property                            219.4       230.7       222.8 
===============================  ==========  ==========  ========== 
Plant & Equipment                   178.8       215.5       204.0 
===============================  ==========  ==========  ========== 
Goodwill                            150.3       150.3       150.3 
===============================  ==========  ==========  ========== 
Intangibles                         10.7        10.1        10.2 
===============================  ==========  ==========  ========== 
Right of Use Assets                 133.2       156.4       146.0 
===============================  ==========  ==========  ========== 
Inventories                         469.0       747.8       608.8 
===============================  ==========  ==========  ========== 
Receivables (1)                     138.2       89.3        113.2 
===============================  ==========  ==========  ========== 
Net Assets Held as for Sale 
 (2)                                 8.6        26.8        31.7 
===============================  ==========  ==========  ========== 
Payables (3)                      (1,127.6)   (1,427.8)   (1,222.2) 
===============================  ==========  ==========  ========== 
Retirement Benefit Obligations     (34.9)      (71.7)      (75.5) 
===============================  ==========  ==========  ========== 
Net Tax Balance (4)                 31.2        35.7        37.8 
===============================  ==========  ==========  ========== 
Adjusted Net Cash / (Debt) 
 (5)                                 9.5       (46.0)      (100.4) 
===============================  ==========  ==========  ========== 
Shareholders Funds                  186.4       117.1       126.7 
===============================  ==========  ==========  ========== 
 

(1 being trade and other receivables and finance lease receivables 2 being assets classified as held for sale and liabilities directly associated with assets held for sale 3 being trade and other payables, deferred income and lease liabilities 4 being deferred tax assets, current tax assets and current tax payable 5 being cash and cash equivalents and interest bearing loans and borrowings)

Net assets have increased from GBP117.1m at 31 December 2020 to GBP186.4m at 30 June 2021.

At 30 June 2021, the Group had GBP219.4m (GBP352.3m including IFRS16 right of use assets) of land and property assets (31 December 2020: GBP222.8m (GBP368.3m including IFRS16 right of use assets)). The reduction in property principally reflects the disposal of excess property together with depreciation, partially offset by capital investments.

The movement in plant and equipment largely reflects the ongoing depreciation with a lower than planned level of capital expenditure in the period, combined with the impact of disposals as a result of store closures.

Stock has reduced by GBP139.8m to GBP469.0m (31 December 2020: GBP608.8m), which is largely as a result of a reduction of c.GBP170m in new car inventory driven by manufacturing shortfalls resulting from the well-publicised chip shortages. This reduction has been partially offset by an increase in used vehicle inventory of approximately GBP40m as the average value of a used car in stock appreciated by c.15% in the period as a result of the strong demand for used cars driving higher selling and acquisition costs. We currently expect New Car inventory levels to remain lower throughout the second-half of FY21.

The reduction in payables of GBP94.6m to GBP1,127.6m (31 December 2020: GBP1,222.2m) principally relates to the lower vehicle creditors as a result of the reduction in vehicle inventory, partially offset by an increased VAT creditor as described in the analysis of working capital above.

The net tax balance has decreased from GBP35.7m to GBP31.2m primarily as a result of the lower deferred tax asset arising from the decrease in the pension deficit.

The net liability for defined benefit pension scheme obligations has decreased from GBP75.5m at FY20 to GBP34.9m at HY21. The decrease of GBP40.6m comprises of contributions of GBP6.3m, a net interest expense recognised in the income statement of GBP0.5m and a net actuarial gain of GBP34.8m. The net actuarial gain has arisen due in part to changes in the principal assumptions used in the valuation of the scheme's assets and liabilities and also the change in value of the assets held over the year. The Group contributed GBP6.3m to the Pension Scheme in the period in line with the Group's commitment as agreed in the triennial actuarial valuation of the company's pension scheme as at 31 December 2018.

Dividend

The Group is not proposing an interim dividend for 2021.

Revolving Credit Facility (RCF)

In March 2021 the maturity date of the Group's RCF was extended by 11 months to 1 March 2023, with the facility size maintained at GBP175m. The Group has agreed to initially increase the margin to 4.85% for this extended facility. The GBP175m RCF and the GBP60m private placement are both due to mature in March 2023.

 
Detailed Financials 
=================== 
 
 
Consolidated Income Statement              Continuing   Discontinued    2021      Continuing   Discontinued    2020 
 Six months ended 30 June                   operations   operations      GBPm      operations   operations      GBPm 
                                               GBPm           *                       GBPm           * 
                                                            GBPm                                   GBPm 
                                           ===========  ============  =========  ============  ============  ========= 
Revenue                                      1,787.3        28.3       1,815.6      1,149.8        68.5       1,218.3 
                                           ===========  ============  =========  ============  ============  ========= 
Cost of sales                               (1,580.1)      (24.3)     (1,604.4)    (1,023.5)      (59.5)     (1,083.0) 
=========================================  ===========  ============  =========  ============  ============  ========= 
Gross profit                                  207.2         4.0         211.2        126.3          9.0        135.3 
=========================================  ===========  ============  =========  ============  ============  ========= 
Operating expenses                           (155.9)       (9.6)       (165.5)      (143.5)       (17.1)      (160.6) 
=========================================  ===========  ============  =========  ============  ============  ========= 
Operating profit/(loss) before 
 other income                                 51.3         (5.6)        45.7        (17.2)         (8.1)      (25.3) 
=========================================  ===========  ============  =========  ============  ============  ========= 
Other income - profit/(losses) 
 on the sale of businesses 
 and property                                  1.3          1.1          2.4         (5.9)           -         (5.9) 
=========================================  ===========  ============  =========  ============  ============  ========= 
Operating profit/(loss)                       52.6         (4.5)        48.1        (23.1)         (8.1)      (31.2) 
-----------------------------------------  -----------  ------------  ---------  ------------  ------------  --------- 
Analysed as 
=========================================  ===========  ============  =========  ============  ============  ========= 
Underlying operating profit/(loss)            52.7         (0.8)        51.9         (2.7)         (8.1)      (10.8) 
=========================================  ===========  ============  =========  ============  ============  ========= 
Non-underlying operating (loss)/profit**      (0.1)        (3.7)        (3.8)       (20.4)           -        (20.4) 
-----------------------------------------  -----------  ------------  ---------  ------------  ------------  --------- 
 
Finance expense                              (17.5)        (0.2)       (17.7)       (20.6)         (0.7)      (21.3) 
                                           ===========  ============  =========  ============  ============  ========= 
Finance income                                 0.4           -           0.4          0.5            -          0.5 
=========================================  ===========  ============  =========  ============  ============  ========= 
Net finance costs                            (17.1)        (0.2)       (17.3)       (20.1)         (0.7)      (20.8) 
-----------------------------------------  -----------  ------------  ---------  ------------  ------------  --------- 
Analysed as 
=========================================  ===========  ============  =========  ============  ============  ========= 
Underlying net finance costs                 (16.6)        (0.2)       (16.8)       (19.5)         (0.7)      (20.2) 
=========================================  ===========  ============  =========  ============  ============  ========= 
Non-underlying net finance 
 costs **                                     (0.5)          -          (0.5)        (0.6)           -         (0.6) 
-----------------------------------------  -----------  ------------  ---------  ------------  ------------  --------- 
 
Profit/(loss) before taxation                 35.5         (4.7)        30.8        (43.2)         (8.8)      (52.0) 
-----------------------------------------  -----------  ------------  ---------  ------------  ------------  --------- 
Analysed as 
=========================================  ===========  ============  =========  ============  ============  ========= 
Underlying profit/(loss) before 
 taxation                                     36.1         (1.0)        35.1        (22.2)         (8.8)      (31.0) 
=========================================  ===========  ============  =========  ============  ============  ========= 
Non-underlying loss before 
 taxation**                                   (0.6)        (3.7)        (4.3)       (21.0)           -        (21.0) 
-----------------------------------------  -----------  ------------  ---------  ------------  ------------  --------- 
 
Income tax (expense)/credit                   (3.1)         0.7         (2.4)         8.8           1.8        10.6 
=========================================  ===========  ============  =========  ============  ============  ========= 
Profit/(loss) for the period                  32.4         (4.0)        28.4        (34.4)         (7.0)      (41.4) 
=========================================  ===========  ============  =========  ============  ============  ========= 
Earnings per share 
=========================================  ===========  ============  =========  ============  ============  ========= 
Basic earnings per share                      2.3p         (0.3p)       2.0p        (2.5p)        (0.5p)      (3.0p) 
                                           ===========  ============  =========  ============  ============  ========= 
Diluted earnings per share                    2.3p         (0.3p)       2.0p        (2.5p)        (0.5p)      (3.0p) 
                                           ===========  ============  =========  ============  ============  ========= 
Non-GAAP Measure 
=========================================  ===========  ============  =========  ============  ============  ========= 
Underlying basic earnings 
 per share                                    2.6p         (0.3p)       2.3p        (1.2p)        (0.5p)      (1.7p) 
                                           ===========  ============  =========  ============  ============  ========= 
Underlying diluted earnings 
 per share                                    2.6p         (0.3p)       2.3p        (1.2p)        (0.5p)      (1.7p) 
                                           ===========  ============  =========  ============  ============  ========= 
 

* The discontinued operations are in respect of the Group's US business.

** Non-underlying, see note 7 for explanation.

 
Consolidated Statement of Comprehensive Income               H1 2021  H1 2020 
 Six months ended 30 June                                      GBPm     GBPm 
                                                            ======== 
Profit/(loss) profit for the period                           28.4    (41.4) 
==========================================================  ========  ======= 
Other comprehensive income 
                                                            ========  ======= 
Items that will never be reclassified to profit and 
 loss: 
                                                            ========  ======= 
Defined benefit plan remeasurement gains/(losses)             34.8    (14.7) 
                                                            ========  ======= 
Income tax relating to defined benefit plan remeasurement 
 gains/(losses)                                               (5.8)     2.8 
==========================================================  ========  ======= 
                                                              29.0    (11.9) 
==========================================================  ========  ======= 
Items that are or may be reclassified to profit and 
 loss: 
==========================================================  ========  ======= 
Foreign currency translation differences of foreign 
 operations                                                   (0.1)     1.1 
                                                            ========  ======= 
Other comprehensive income for the year, net of tax           28.9    (10.8) 
==========================================================  ========  ======= 
Total comprehensive income for the year                       57.3    (52.2) 
==========================================================  ========  ======= 
 
Total comprehensive income for the period attributable 
 to equity 
 shareholders of the company arises from: 
==========================================================  ========  ======= 
Continuing operations                                         61.4    (46.3) 
                                                            ========  ======= 
Discontinued operations - see note 14                         (4.1)    (5.9) 
==========================================================  ========  ======= 
                                                              57.3    (52.2) 
==========================================================  ========  ======= 
 
 
Consolidated Statement           Share     Share       Other     Translation    Retained    Total 
 of Changes in Equity            Capital   Premium    Reserves    Differences    Earnings    GBPm 
 Six months ended 30 June         GBPm      GBPm        GBPm         GBPm          GBPm 
                               =========  ========  ==========  =============  ==========  ======= 
Balance at 1 January 
 2021                             69.9      56.8       18.2         (1.0)        (17.2)     126.7 
                               =========  ========  ==========  =============  ==========  ======= 
Total comprehensive income 
 for H1 2021 
                               =========  ========  ==========  =============  ==========  ======= 
Profit for the period              -         -           -            -           28.4       28.4 
                               =========  ========  ==========  =============  ==========  ======= 
Translation differences 
 taken to profit and loss 
 on termination of operation       -         -           -           1.0            -        1.0 
                               =========  ========  ==========  =============  ==========  ======= 
Other comprehensive income 
 for the period, net of 
 tax                               -         -           -          (0.1)         29.0       28.9 
=============================  =========  ========  ==========  =============  ==========  ======= 
Total comprehensive income 
 for the period                    -         -           -           0.9          57.4       58.3 
=============================  =========  ========  ==========  =============  ==========  ======= 
Share based payments               -         -           -            -            1.4       1.4 
                               =========  ========  ==========  =============  ==========  ======= 
Balance at 30 June 2021           69.9      56.8       18.2         (0.1)         41.6      186.4 
=============================  =========  ========  ==========  =============  ==========  ======= 
 
Balance at 1 January 
 2020                             69.9      56.8       18.2         (1.0)         25.0      168.9 
=============================  =========  ========  ==========  =============  ==========  ======= 
Total comprehensive income 
 for H1 2020 
=============================  =========  ========  ==========  =============  ==========  ======= 
Loss for the period                -         -           -            -          (41.4)     (41.4) 
=============================  =========  ========  ==========  =============  ==========  ======= 
Other comprehensive income 
 for the period, net of 
 tax                               -         -           -           1.1         (11.9)     (10.8) 
=============================  =========  ========  ==========  =============  ==========  ======= 
Total comprehensive income 
 for the year                      -         -           -           1.1         (53.3)     (52.2) 
                               =========  ========  ==========  =============  ==========  ======= 
Share based payments               -         -           -            -            0.4       0.4 
=============================  =========  ========  ==========  =============  ==========  ======= 
Balance at 30 June 2020           69.9      56.8       18.2          0.1         (27.9)     117.1 
=============================  =========  ========  ==========  =============  ==========  ======= 
 
 
Consolidated Balance Sheet                           30 June     30 June    31 December 
                                                       2021        2020         2020 
                                                       GBPm        GBPm         GBPm 
                                                   ==========  ==========  ============ 
Non-current assets 
=================================================              ==========  ============ 
Property, plant and equipment                         531.4       602.6        572.8 
                                                   ==========  ==========  ============ 
Goodwill                                              150.3       150.3        150.3 
                                                   ==========  ==========  ============ 
Other intangible assets                               10.7        10.1         10.2 
                                                   ==========  ==========  ============ 
Finance lease receivables                             16.6        17.5         16.6 
                                                   ==========  ==========  ============ 
Deferred tax assets                                   30.1        39.0         36.4 
=================================================  ==========  ==========  ============ 
Total non-current assets                              739.1       819.5        786.3 
=================================================  ==========  ==========  ============ 
Current assets 
=================================================              ==========  ============ 
Inventories                                           469.0       747.8        608.8 
                                                   ==========  ==========  ============ 
Trade and other receivables                           119.4       69.4         94.6 
                                                   ==========  ==========  ============ 
Finance lease receivables                              2.2         2.4          2.0 
                                                   ==========  ==========  ============ 
Current tax assets                                     1.1          -           1.4 
                                                   ==========  ==========  ============ 
Cash and cash equivalents                             83.2        123.3        56.0 
                                                   ==========  ==========  ============ 
Assets classified as held for sale                     8.6        100.4        99.0 
=================================================  ==========  ==========  ============ 
Total current assets                                  683.5      1,043.3       861.8 
=================================================  ==========  ==========  ============ 
Total assets                                         1,422.6     1,862.8      1,648.1 
=================================================  ==========  ==========  ============ 
Current liabilities 
=================================================              ==========  ============ 
Lease liabilities                                    (25.5)      (30.3)       (24.5) 
                                                   ==========  ==========  ============ 
Trade and other payables                             (774.8)    (1,030.5)     (834.9) 
                                                   ==========  ==========  ============ 
Deferred income                                      (38.8)      (53.6)       (42.9) 
                                                   ==========  ==========  ============ 
Current tax payable                                     -         (3.3)          - 
                                                   ==========  ==========  ============ 
Liabilities directly associated with the 
 assets held for sale                                   -        (73.6)       (67.3) 
=================================================  ==========  ==========  ============ 
Total current liabilities                            (839.1)    (1,191.3)     (969.6) 
=================================================  ==========  ==========  ============ 
Non-current liabilities 
=================================================              ==========  ============ 
Interest bearing loans and borrowings                (73.7)      (169.3)      (156.4) 
                                                   ==========  ==========  ============ 
Lease liabilities                                    (203.2)     (228.3)      (218.7) 
                                                   ==========  ==========  ============ 
Trade and other payables                             (46.2)      (51.2)       (60.4) 
                                                   ==========  ==========  ============ 
Deferred income                                      (39.1)      (33.9)       (40.8) 
                                                   ==========  ==========  ============ 
Retirement benefit obligations                       (34.9)      (71.7)       (75.5) 
                                                   ==========  ==========  ============ 
Total non-current liabilities                        (397.1)     (554.4)      (551.8) 
=================================================  ==========  ==========  ============ 
Total liabilities                                   (1,236.2)   (1,745.7)    (1,521.4) 
=================================================  ==========  ==========  ============ 
Net assets                                            186.4       117.1        126.7 
=================================================  ==========  ==========  ============ 
Capital and reserves 
=================================================              ==========  ============ 
Called up share capital                               69.9        69.9         69.9 
                                                   ==========  ==========  ============ 
Share premium account                                 56.8        56.8         56.8 
                                                   ==========  ==========  ============ 
Capital redemption reserve                             5.6         5.6          5.6 
                                                   ==========  ==========  ============ 
Other reserves                                        12.6        12.6         12.6 
                                                   ==========  ==========  ============ 
Translation reserve                                   (0.1)        0.1         (1.0) 
                                                   ==========  ==========  ============ 
Retained earnings                                     41.6       (27.9)       (17.2) 
=================================================  ==========  ==========  ============ 
Total equity attributable to equity shareholders 
 of the Company                                       186.4       117.1        126.7 
=================================================  ==========  ==========  ============ 
 
 
Consolidated Cash Flow Statement                      For the       For the     For the twelve 
                                                     six months    six months    months ended 
                                                      ended 30      ended 30      31 December 
                                                     June 2021     June 2020         2020 
                                                        GBPm          GBPm           GBPm 
                                                   ============  ============  =============== 
Cash flows from operating activities 
                                                   ============  ============  =============== 
Profit/(loss) for the period                           28.4         (41.4)          (24.7) 
                                                   ============  ============  =============== 
Adjustment for net financing expense                   17.3          20.8            38.8 
                                                   ============  ============  =============== 
Adjustment for taxation                                 2.4         (10.6)          (4.9) 
=================================================  ============  ============  =============== 
                                                       48.1         (31.2)           9.2 
                                                   ============  ============  =============== 
Depreciation and amortisation                          19.1          22.2            43.7 
                                                   ============  ============  =============== 
Share based payments                                    1.4           0.4            1.2 
                                                   ============  ============  =============== 
Pension past service costs                               -             -             3.3 
                                                   ============  ============  =============== 
(Profit)/loss on sale of businesses and property       (2.4)          5.9            6.8 
                                                   ============  ============  =============== 
Impairment of goodwill                                   -           12.5            12.5 
                                                   ============  ============  =============== 
Impairment of assets property, plant and 
 equipment                                              5.4            -             0.8 
                                                   ============  ============  =============== 
Impairment of assets held for sale                       -             -             3.2 
                                                   ============  ============  =============== 
Contributions into defined benefit pension 
 scheme                                                (6.3)         (2.6)          (12.5) 
                                                   ============  ============  =============== 
Changes in inventories                                 146.5         141.5          294.8 
                                                   ============  ============  =============== 
Changes in trade and other receivables                (19.8)         48.9            23.4 
                                                   ============  ============  =============== 
Changes in trade and other payables                   (37.6)        (91.9)         (267.6) 
                                                   ============  ============  =============== 
Movement in contract hire vehicle balances            (39.6)        (29.4)          (51.3) 
=================================================  ============  ============  =============== 
Cash generated from operations                         114.8         76.3            67.5 
                                                   ============  ============  =============== 
Taxation (paid)/received                               (1.6)          0.8           (4.4) 
                                                   ============  ============  =============== 
Lease interest paid                                    (6.3)         (6.9)          (14.0) 
                                                   ============  ============  =============== 
Lease interest received                                 0.4           0.5            1.0 
                                                   ============  ============  =============== 
Bank and stocking interest paid                        (8.4)        (11.5)          (20.5) 
=================================================  ============  ============  =============== 
Net cash from operating activities                     98.9          59.2            29.6 
=================================================  ============  ============  =============== 
Cash flows from investing activities 
                                                   ============  ============  =============== 
Proceeds from sale of businesses                       27.2          16.6            16.6 
                                                   ============  ============  =============== 
Purchase of property, plant, equipment and 
 intangible assets                                    (16.8)        (32.1)          (60.2) 
                                                   ============  ============  =============== 
Proceeds from sale of property, plant, equipment 
 and intangible assets                                 14.5          37.4            61.6 
                                                   ============  ============  =============== 
Receipt of lease receivables                            1.2           0.5            1.9 
=================================================  ============  ============  =============== 
Net cash from investing activities                     26.1          22.4            19.9 
=================================================  ============  ============  =============== 
Cash flows from financing activities 
=================================================  ============  ============  =============== 
Payment of lease liabilities                          (14.3)         (7.3)          (28.7) 
                                                   ============  ============  =============== 
Repayment of loans                                    (81.7)        (40.0)          (40.0) 
                                                   ============  ============  =============== 
Proceeds from issue of loans (net of directly 
 attributable transaction costs)                       (1.4)         28.2            18.2 
=================================================  ============  ============  =============== 
Net cash outflow from financing activities            (97.4)        (19.1)          (50.5) 
=================================================  ============  ============  =============== 
Net increase/(decrease) in cash and cash 
 equivalents                                           27.6          62.5           (1.0) 
=================================================  ============  ============  =============== 
Opening cash and cash equivalents                      56.0          55.7            55.7 
                                                   ============  ============  =============== 
Effects of exchange rate changes on cash 
 held                                                  (0.4)          5.1            1.3 
=================================================  ============  ============  =============== 
Closing cash and cash equivalents                      83.2          123.3           56.0 
=================================================  ============  ============  =============== 
 
 
Reconciliation of net cash flow to movement        For the       For the     For the twelve 
 in adjusted net cash/(debt)                      six months    six months    months ended 
                                                   ended 30      ended 30      31 December 
                                                  June 2021     June 2020         2020 
                                                     GBPm          GBPm           GBPm 
                                                ============  ============  =============== 
Net increase/(decrease) in cash and cash 
 equivalents                                        27.6          62.5           (1.0) 
                                                ============  ============  =============== 
Repayment of loans                                  81.7          40.0            40.0 
                                                ============  ============  =============== 
Proceeds from issue of loans (net of directly 
 attributable transaction costs)                     1.4         (28.2)          (18.2) 
                                                ============  ============  =============== 
Non-cash movements                                  (0.8)         (0.6)          (1.5) 
==============================================  ============  ============  =============== 
Increase in adjusted net cash/decrease in 
 adjusted net debt in the period                    109.9         73.7            19.3 
==============================================  ============  ============  =============== 
Opening adjusted net debt                          (100.4)       (119.7)        (119.7) 
                                                ============  ============  =============== 
Closing adjusted net cash/(debt)                     9.5         (46.0)         (100.4) 
==============================================  ============  ============  =============== 
 

Note: The reconciliation of net cash flow to movement in adjusted net cash/(debt) is not a primary statement and does not form part of the consolidated cash flow statement but forms part of the notes to the financial statements.

Notes

1 Basis of Preparation

Pendragon PLC (the 'Company') is a public company incorporated, domiciled and registered in England in the UK. The registered number is 2304195 and the registered address is Loxley House, 2 Oakwood Court, Little Oak Drive, Annesley, Nottinghamshire, NG15 0DR. The condensed consolidated interim financial statements of the Company as at and for the six months ended 30 June 2021 comprise the Company and its subsidiaries (together referred to as the 'Group').

Covid-19

The Directors draw attention to the ongoing threat from further deterioration in economic conditions in relation to Covid-19. Pendragon's key priority remains the health and wellbeing of our colleagues, customers and business partners, while we maintain our high standards of service to customers. We have evolved our health and safety policies and will continue to follow all relevant guidelines to ensure all of our work-places are Covid-secure environments. We have significantly reduced all non-essential business travel, and have clear and effective plans in place for alternative working locations.

If the virus returns more widely across the UK then this may influence the willingness of customers to visit our dealerships, which could further affect our financial performance. However, we believe the changes to our operating procedures will give consumers confidence that car dealerships remain a safe place to visit. In addition, consumers can purchase both new and used cars with associated finance over the telephone or internet without visiting dealerships, including vehicle delivery to the customer's chosen destination. The Group has also made changes to its operating structure through changes to staffing models, which will help protect the organisation in the event of further performance downturns.

We believe that the improvements we have made to these services will better position us if there are further lock-down situations, either locally or nationally. As a result of the changes to our digital propositions, in the event of any future lock-downs we believe that our dealerships will be able to trade with a high degree of mitigation to enforced closures, as we have experienced in previous lockdowns. We also note that servicing and repair work is generally undertaken in compliance with manufacturer warranty, extended warranty or service plan arrangements that we expect customers will continue to observe, with the majority of demand for these services being deferred in the event of lock-down.

Going concern

The interim financial statements are prepared on a going concern basis. Whilst the trading performance has been strong through the first-half of the current financial year, which included a period of national lock-down from January 1 to April 12, the directors consider that the current economic outlook still presents uncertainty in terms of sales volume and pricing arising from the risk of further Coronavirus lock-downs, a market correction in used car pricing, and shortfalls in new car supply resulting from shortages in microchips impacting manufacturing.

The Group meets its day-to-day working capital requirements from a revolving credit facility of GBP175m and senior note of GBP60m together with cash balances and a requirement for ongoing access to rolling vehicle credit stocking facilities. Both the senior note and the revolving credit facility are due for renewal in March 2023 and include quarterly leverage and fixed charge covenants, a breach of which would result in the amounts drawn becoming repayable on demand. The Group plan to agree renewal of these facilities by December 2021. The Group did not make use of government backed borrowing facilities such as the Coronavirus large business interruption loan scheme. The Group remained compliant with its banking covenants throughout the period to 30 June 2021.

In the context of the above, the directors have prepared cash flow forecasts for the 15-month period to 31 December 2022 which indicate that, taking account of reasonably possible downsides, the Group will have sufficient funds to meet its liabilities as they fall due for that period. The Directors have assessed the potential on-going impacts of the COVID-19 pandemic coupled with the risk of disruption to new car supply and have modelled scenarios as follows:

1. A base cash flow forecast. This forecast has considered externally sourced economic forecasts to determine the outlook for vehicle volume forecasts, which assume a reduction in both the used and new vehicle volumes, and aftersales markets when compared to the levels of FY19 throughout the period being assessed together with the expectation that vehicle margins revert to levels reflective of normal market conditions. This forecast assumes low levels of market growth from 2022 onwards.

2. A severe, but plausible downside scenario. The directors have also prepared a sensitised forecast which considers the impact of certain severe but plausible downside events, when compared to the base case. This scenario reflects a more severe downturn to vehicle volumes, which consider both a worsening in economic conditions and restricted new car supply due to manufacturing constraints, together with the impact of two further national lock-downs of one month duration as a result of government-imposed restrictions. This scenario also reflects an increase in cost pressure driven by higher rates of cost inflation. This scenario demonstrates that the Group would remain within its facility limited and in compliance with the relevant facility limits, before the need to consider any mitigations available. Mitigations available to the Group, all of which are within management's control, are items such as a further review of investment capital expenditure, of discretionary bonuses, and other reductions to the cost base.

Based on the above, the directors are confident that the Group and Company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements, and therefore the directors believe it remains appropriate to prepare the financial statements on a going concern basis.

The condensed set of financial statements for the six months ended 30 June 2021 are unaudited but have been reviewed by the auditors.

Alternative Performance Measures

The Group uses a number of key performance measures ('KPI's') which are non-IFRS measures to monitor the performance of its operations. The Group believes these KPI's provide useful historical financial information to help investors and other stakeholders evaluate the performance of the business and are measures commonly used by certain investors for evaluating the performance of the Group. In particular, the Group uses KPI's which reflect the underlying performance on the basis that this provides a more relevant focus on the core business performance of the Group. The Group has been using the following KPI's on a consistent basis and they are defined and reconciled as follows:

Gross margin % - gross margin is defined as gross profit as a percentage of revenue.

Like for Like - results on a like for like basis include only businesses which have been trading for 12 consecutive months. We use like for like results to aid in the understanding of the like for like movement in revenue, gross profit and operating profit in the business. The difference to underlying results are simply those businesses which are not like for like which have recently commenced operation and therefore do not have a 12 month history plus any businesses closed during the current or previous period.

Operating margin % - operating margin is defined as operating profit/(loss) as a percentage of revenue.

Underlying operating profit/(loss) / (loss)/profit before tax - results on an underlying basis exclude items that are not incurred in the normal course of business and are sufficiently significant and/or irregular to impact the underlying trends in the business. The detail of the non-underlying results is shown in note 7.

Operating profit/(loss) reconciliation

 
                                                          2021    2020 
                                                           GBPm   GBPm 
                                                         ======  ====== 
Underlying operating profit/(loss)                        51.9   (10.8) 
                                                         ======  ====== 
Profit/(losses) on the sale of businesses and property 
 (see note 7)                                              2.4   (5.9) 
                                                         ======  ====== 
Impairment of goodwill (see note 7)                         -    (12.5) 
                                                         ======  ====== 
Impairment of right of use assets (see note 7)            (5.4)    - 
                                                         ======  ====== 
Closure costs (see note 7)                                 0.1   (0.8) 
                                                         ======  ====== 
Termination and severance costs (see note 7)              (0.9)  (1.2) 
                                                         ======  ====== 
Non-underlying operating loss items                       (3.8)  (20.4) 
=======================================================  ======  ====== 
Operating profit/(loss)                                   48.1   (31.2) 
=======================================================  ======  ====== 
 

Profit/(loss) before tax reconciliation

 
                                                           2021    2020 
                                                            GBPm   GBPm 
                                                          ======  ====== 
Underlying profit/(loss) before tax                        35.1   (31.0) 
                                                          ======  ====== 
Non-underlying operating loss items (see reconciliation 
 above)                                                    (3.8)  (20.4) 
                                                          ======  ====== 
Non-underlying finance (costs)/income (see note 7)         (0.5)  (0.6) 
========================================================  ======  ====== 
Non-underlying operating loss and finance cost items       (4.3)  (21.0) 
========================================================  ======  ====== 
Profit/(loss) before tax                                   30.8   (52.0) 
========================================================  ======  ====== 
 

Profit/(loss) after tax reconciliation

 
                                                         2021    2020 
                                                          GBPm   GBPm 
                                                        ======  ====== 
Underlying profit/(loss) after tax                       31.9   (23.8) 
                                                        ======  ====== 
Non-underlying operating loss and finance cost items 
 (see reconciliation above)                              (4.3)  (21.0) 
                                                        ======  ====== 
Non-underlying tax (see note 7)                           0.8    3.4 
======================================================  ======  ====== 
Non-underlying operating (loss), finance and tax cost 
 items                                                   (3.5)  (17.6) 
======================================================  ======  ====== 
Profit/(loss) after tax                                  28.4   (41.4) 
======================================================  ======  ====== 
 

Underlying basic earnings per share ('underlying earnings per share') - the Group presents underlying basic earnings per share as the directors consider that this is a better measure of comparative performance. Underlying basic earnings per share is calculated by dividing the underlying profit or loss attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the period. A full reconciliation of how this is derived is found in note 12.

Underlying diluted earnings per share - the Group presents underlying diluted earnings per share as the directors consider that this is a better measure of comparative performance. Underlying diluted earnings per share is calculated by dividing the underlying profit and loss attributable to ordinary shareholders by the weighted average number of ordinary shares in issue taking account of the effects of all dilutive potential ordinary shares, which comprise of share options granted to employees and LTIPs. A full reconciliation of how this is derived is found in note 12.

Adjusted net (debt)/cash - All loans and borrowings less cash and cash equivalents less IFRS 16 lease liabilities less vehicle stocking loans.

Leverage ratio - the Group uses the ratio of adjusted net cash/(debt) to underlying EBITDA to assess the use of the Group's financial resources.

Leverage ratio - reconciliation

 
                                                           2021    2020 
                                                            GBPm   GBPm 
                                                          ======  ====== 
Underlying operating profit (12 months rolling 1 July 
 2020 to 30 June 2021)                                     108.6   9.3 
                                                          ======  ====== 
Depreciation and amortisation (12 months rolling 1 July 
 2020 to 30 June 2021)                                     80.3    67.9 
========================================================  ======  ====== 
Underlying EBITDA (12 months rolling 1 July 2020 to 
 30 June 2021)                                             188.9   77.2 
========================================================  ======  ====== 
Adjusted net cash/(debt)                                    9.5   (46.0) 
========================================================  ======  ====== 
Adjusted net cash/(debt) : Underlying EBITDA ratio          0.1   (0.6) 
========================================================  ======  ====== 
 

Like for Like reconciliations

Like for like - results on a like for like basis include only businesses which have been trading for 12 consecutive months. We use like for like results to aid in the understanding of the like for like movement in revenue, gross profit and operating profit in the business. The difference to underlying results are simply those businesses which are not like for like which have recently commenced operation and therefore do not have a 12 month history plus any retail points closed during the current or previous period.

 
Revenues by Department - Franchised UK                             2021 
 Motor                                                             Other 
                                           2021        2021       non like      2021 
                                           Group     Disposals    for like     Like for 
                                          revenue     revenue     revenue    like revenue 
                                           GBPm        GBPm         GBPm         GBPm 
                                         ========  ===========  ==========  ============= 
Aftersales revenue                        131.1       (0.6)        (0.9)        129.6 
                                         ========  ===========  ==========  ============= 
Used vehicle revenue                      781.0       (3.5)        (7.1)        770.4 
                                         ========  ===========  ==========  ============= 
New vehicle revenue                       761.7       (1.6)        (8.6)        751.5 
                                         ========  ===========  ==========  ============= 
Total Revenue                            1,673.8      (5.7)       (16.6)       1,651.5 
=======================================  ========  ===========  ==========  ============= 
 
 
Revenues by Department - Franchised UK                             2020 
 Motor                                                             Other 
                                           2020        2020       non like      2020 
                                           Group     Disposals    for like     Like for 
                                          revenue     revenue     revenue    like revenue 
                                           GBPm        GBPm         GBPm         GBPm 
                                         ========  ===========  ==========  ============= 
Aftersales revenue                         97.7       (5.4)          -          92.3 
                                         ========  ===========  ==========  ============= 
Used vehicle revenue                      509.2       (45.3)         -          463.9 
                                         ========  ===========  ==========  ============= 
New vehicle revenue                       460.2       (13.0)         -          447.2 
                                         ========  ===========  ==========  ============= 
Total Revenue                            1,067.1      (63.7)         -         1,003.4 
=======================================  ========  ===========  ==========  ============= 
 
 
Revenues by Department - Car Store                             2021 
                                                               Other 
                                       2021        2021       non like      2021 
                                       Group     Disposals    for like     Like for 
                                      revenue     revenue     revenue    like revenue 
                                       GBPm        GBPm         GBPm         GBPm 
                                     ========  ===========  ==========  ============= 
Used vehicle revenue                   66.0         -            -          66.0 
                                     ========  ===========  ==========  ============= 
Total Revenue                          66.0         -            -          66.0 
===================================  ========  ===========  ==========  ============= 
 
 
Revenues by Department - Car Store                             2020 
                                                               Other 
                                       2020        2020       non like      2020 
                                       Group     Disposals    for like     Like for 
                                      revenue     revenue     revenue    like revenue 
                                       GBPm        GBPm         GBPm         GBPm 
                                     ========  ===========  ==========  ============= 
Used vehicle revenue                   43.1       (0.3)          -          42.8 
                                     ========  ===========  ==========  ============= 
Total Revenue                          43.1       (0.3)          -          42.8 
===================================  ========  ===========  ==========  ============= 
 
 
Revenues by Department - US Motor                             2021 
                                                              Other 
                                      2021        2021       non like      2021 
                                      Group     Disposals    for like     Like for 
                                     revenue     revenue     revenue    like revenue 
                                      GBPm        GBPm         GBPm         GBPm 
                                    ========  ===========  ==========  ============= 
Aftersales revenue                    2.8        (2.8)          -            - 
                                    ========  ===========  ==========  ============= 
Used vehicle revenue                  3.0        (3.0)          -            - 
                                    ========  ===========  ==========  ============= 
New vehicle revenue                   22.5       (22.5)         -            - 
                                    ========  ===========  ==========  ============= 
Total Revenue                         28.3       (28.3)         -            - 
==================================  ========  ===========  ==========  ============= 
 
 
Revenues by Department - US Motor                             2020 
                                                              Other 
                                      2020        2020       non like      2020 
                                      Group     Disposals    for like     Like for 
                                     revenue     revenue     revenue    like revenue 
                                      GBPm        GBPm         GBPm         GBPm 
                                    ========  ===========  ==========  ============= 
Aftersales revenue                    7.9        (7.9)          -            - 
                                    ========  ===========  ==========  ============= 
Used vehicle revenue                  10.2       (10.2)         -            - 
                                    ========  ===========  ==========  ============= 
New vehicle revenue                   50.4       (50.4)         -            - 
                                    ========  ===========  ==========  ============= 
Total Revenue                         68.5       (68.5)         -            - 
==================================  ========  ===========  ==========  ============= 
 
 
Gross Profit by Department - Franchised                            2021 
 UK Motor                                                          Other 
                                           2021        2021       non like     2021 
                                           Group     Disposals    for like    Like for 
                                           gross       gross       gross     like gross 
                                           profit     profit       profit      profit 
                                            GBPm       GBPm         GBPm        GBPm 
                                          =======  ===========  ==========  =========== 
Aftersales gross profit                    65.0       (0.2)        (0.5)       64.3 
                                          =======  ===========  ==========  =========== 
Used vehicle gross profit                  68.6        0.1         (0.5)       68.2 
                                          =======  ===========  ==========  =========== 
New vehicle gross profit                   48.7       (0.1)        (1.2)       47.4 
                                          =======  ===========  ==========  =========== 
Total Gross profit                         182.3      (0.2)        (2.2)       179.9 
========================================  =======  ===========  ==========  =========== 
 
 
Gross Profit by Department - Franchised                            2020 
 UK Motor                                                          Other 
                                           2020        2020       non like     2020 
                                           Group     Disposals    for like    Like for 
                                           gross       gross       gross     like gross 
                                           profit     profit       profit      profit 
                                            GBPm       GBPm         GBPm        GBPm 
                                          =======  ===========  ==========  =========== 
Aftersales gross profit                    45.3       (2.5)          -         42.8 
                                          =======  ===========  ==========  =========== 
Used vehicle gross profit                  36.4       (2.9)          -         33.5 
                                          =======  ===========  ==========  =========== 
New vehicle gross profit                   27.2       (0.7)          -         26.5 
                                          =======  ===========  ==========  =========== 
Total Gross profit                         108.9      (6.1)          -         102.8 
========================================  =======  ===========  ==========  =========== 
 
 
Gross Profit by Department - Car Store                            2021 
                                                                  Other 
                                          2021        2021       non like     2021 
                                          Group     Disposals    for like    Like for 
                                          gross       gross       gross     like gross 
                                          profit     profit       profit      profit 
                                           GBPm       GBPm         GBPm        GBPm 
                                         =======  ===========  ==========  =========== 
Used vehicle gross profit                  5.3         -            -          5.3 
                                         =======  ===========  ==========  =========== 
Total Gross profit                         5.3         -            -          5.3 
=======================================  =======  ===========  ==========  =========== 
 
 
Gross Profit by Department - Car Store                            2020 
                                                                  Other 
                                          2020        2020       non like     2020 
                                          Group     Disposals    for like    Like for 
                                          gross       gross       gross     like gross 
                                          profit     profit       profit      profit 
                                           GBPm       GBPm         GBPm        GBPm 
                                         =======  ===========  ==========  =========== 
Used vehicle gross profit                  2.9        0.1           -          3.0 
                                         =======  ===========  ==========  =========== 
Total Gross profit                         2.9        0.1           -          3.0 
=======================================  =======  ===========  ==========  =========== 
 
 
Gross Profit by Department - US Motor                            2021 
                                                                 Other 
                                         2021        2021       non like     2021 
                                         Group     Disposals    for like    Like for 
                                         gross       gross       gross     like gross 
                                         profit     profit       profit      profit 
                                          GBPm       GBPm         GBPm        GBPm 
                                        =======  ===========  ==========  =========== 
Aftersales gross profit                   1.6       (1.6)          -           - 
                                        =======  ===========  ==========  =========== 
Used vehicle gross profit                 0.2       (0.2)          -           - 
                                        =======  ===========  ==========  =========== 
New vehicle gross profit                  2.2       (2.2)          -           - 
                                        =======  ===========  ==========  =========== 
Total Gross profit                        4.0       (4.0)          -           - 
======================================  =======  ===========  ==========  =========== 
 
 
Gross Profit by Department - US Motor                            2020 
                                                                 Other 
                                         2020        2020       non like     2020 
                                         Group     Disposals    for like    Like for 
                                         gross       gross       gross     like gross 
                                         profit     profit       profit      profit 
                                          GBPm       GBPm         GBPm        GBPm 
                                        =======  ===========  ==========  =========== 
Aftersales gross profit                   3.9       (3.9)          -           - 
                                        =======  ===========  ==========  =========== 
Used vehicle gross profit                 0.5       (0.5)          -           - 
                                        =======  ===========  ==========  =========== 
New vehicle gross profit                  4.6       (4.6)          -           - 
                                        =======  ===========  ==========  =========== 
Total Gross profit                        9.0       (9.0)          -           - 
======================================  =======  ===========  ==========  =========== 
 
 
Underlying operating profit/(loss)                                           2021 
                                                                             Other 
                                                2021           2021         non like         2021 
                                                Group        Disposals      for like       Like for 
                                             Underlying      Underlying    Underlying   like Underlying 
                                              operating      operating     operating       operating 
                                            profit/(loss)      profit        profit      profit/(loss) 
                                                GBPm            GBPm          GBPm           GBPm 
                                           ==============  ============  ============  ================ 
Franchised UK Motor                             37.6            1.0          (1.0)           37.6 
                                           ==============  ============  ============  ================ 
Car Store                                       0.3              -             -             0.3 
                                           ==============  ============  ============  ================ 
Software                                        6.7              -             -             6.7 
                                           ==============  ============  ============  ================ 
Leasing                                         8.1              -             -             8.1 
                                           ==============  ============  ============  ================ 
US Motor                                       (0.8)            0.8            -              - 
                                           ==============  ============  ============  ================ 
Total underlying operating profit/(loss)        51.9            1.8          (1.0)           52.7 
=========================================  ==============  ============  ============  ================ 
 
 
Underlying operating (loss)/profit                                                2020 
                                                                                  Other 
                                                2020             2020           non like           2020 
                                                Group          Disposals        for like         Like for 
                                             Underlying       Underlying       Underlying     like Underlying 
                                              operating        operating        operating        operating 
                                            (loss)/profit    (loss)/profit    (loss)/profit    (loss)/profit 
                                                GBPm             GBPm             GBPm             GBPm 
                                           ==============  ===============  ===============  ================ 
Franchised UK Motor                            (18.1)            6.3               -              (11.8) 
                                           ==============  ===============  ===============  ================ 
Car Store                                      (1.7)             0.2               -              (1.5) 
                                           ==============  ===============  ===============  ================ 
Software                                        5.9               -                -               5.9 
                                           ==============  ===============  ===============  ================ 
Leasing                                         4.7               -                -               4.7 
                                           ==============  ===============  ===============  ================ 
US Motor                                       (1.6)             1.6               -                - 
                                           ==============  ===============  ===============  ================ 
Total underlying operating (loss)/profit       (10.8)            8.1               -              (2.7) 
=========================================  ==============  ===============  ===============  ================ 
 

2 Statement of compliance

On 31 December 2020, IFRS as adopted by the European Union at that date was brought into UK law and became UK-adopted International Accounting Standards, with future changes being subject to endorsement by the UK Endorsement Board. Pendraon PLC transitioned to UK-adopted International Accounting Standards in its consolidated financial statements on 1 January 2021. This change constitutes a change in accounting framework. However, there is no impact on recognition, measurement or disclosure in the period reported as a result of the change in framework.

This condensed consolidated interim financial report for the half-year reporting period ended 30 June 2021 has been prepared in accordance with the UK-adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority. It does not include all the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2020, which are prepared in accordance with International Financial Reporting Standards as adopted by the European Union.

These condensed consolidated interim financial statements were approved by the board of directors on 15 September 2021.

3 Significant accounting policies

As required by the Disclosure and Transparency Rules of the Financial Conduct Authority, the condensed set of financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the Company's published consolidated financial statements for the year ended 31 December 2020, except as explained below.

Adoption of new and revised standards

No new or amended standards and interpretations have been adopted during the year.

4 Estimates and judgements

In preparing these interim financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expenses. Actual results may differ from these estimates.

Except as described below, in preparing these condensed consolidated interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended 31 December 2020.

Assets held for resale are held at the lower of their carrying value and fair value less costs to sell. The fair value (a Level 2 valuation, determined based on prices for similar assets) is GBP8.6m.

The Group assessment of fair values of used inventory of GBP271.9m involves an element of estimation. The key assumption is estimating the likely sale period and the expected profit or loss on sale for each of our inventory items that are held at the period end point. We conduct this analysis by looking at stock by age category and comparing historical trends and our forward expectations on these assumptions.

During the six months ended 30 June 2021 management reassessed its estimates and assumptions in respect of employee post-retirement benefit obligations. The obligations under these plans are recognised in the balance sheet and represent the present value of the obligation calculated by independent actuaries, with input from management. These actuarial valuations include assumptions such as discount rates and return on assets, details of which are provided in note 20 below.

The estimates in respect of the anticipated tax rate to be applied for the full financial year 2021 and subsequently used in the preparation of the results for the six month period to 30 June 2021 are set out in note 11.

5 Comparative figures

The comparative figures for the financial year ended 31 December 2020 are extracted from the Group's statutory accounts for that financial year. Those accounts have been reported on by the company's auditor and delivered to the registrar of companies. The report of the auditor was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

6 Revenue

The Group's main operations and revenue streams are those described in the last annual financial statements. All the Group's revenue is derived from contracts with customers.

Disaggregation of revenue

In the following table, revenue is disaggregated by primary geographical market, major products/service lines and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the Group's four strategic divisions, which are its reportable segments, see note 8.

 
For the six months ending          Franchised   Carstore  Software   Leasing   US Motor*   Total 
 30 June 2021                       UK Motor      GBPm      GBPm       GBPm       GBPm      GBPm 
                                      GBPm 
                                  ===========  =========  ========  ========  ==========  ======= 
Primary geographical markets 
                                  ===========  =========  ========  ========  ==========  ======= 
Europe                              1,673.8       66.0      9.5       37.7         -      1,787.0 
                                  ===========  =========  ========  ========  ==========  ======= 
North America                          -           -         -          -        28.3      28.3 
                                  ===========  =========  ========  ========  ==========  ======= 
Africa                                 -           -        0.2         -          -        0.2 
                                  ===========  =========  ========  ========  ==========  ======= 
Asia                                   -           -        0.1         -          -        0.1 
                                  ===========  =========  ========  ========  ==========  ======= 
Revenue from External customers     1,673.8       66.0      9.8       37.7       28.3     1,815.6 
================================  ===========  =========  ========  ========  ==========  ======= 
Major products/service lines 
================================  ===========  =========  ========  ========  ==========  ======= 
Aftersales revenue                   131.1         -         -          -         2.8      133.9 
                                  ===========  =========  ========  ========  ==========  ======= 
Used vehicle revenue                 781.0        66.0       -          -         3.0      850.0 
                                  ===========  =========  ========  ========  ==========  ======= 
New vehicle revenue                  761.7         -         -          -        22.5      784.2 
                                  ===========  =========  ========  ========  ==========  ======= 
Software revenue                       -           -        9.8         -          -        9.8 
                                  ===========  =========  ========  ========  ==========  ======= 
Leasing revenue                        -           -         -        37.7         -       37.7 
================================  ===========  =========  ========  ========  ==========  ======= 
Revenue from External customers     1,673.8       66.0      9.8       37.7       28.3     1,815.6 
================================  ===========  =========  ========  ========  ==========  ======= 
Timing of revenue recognition 
                                  ===========  =========  ========  ========  ==========  ======= 
At point in time                    1,669.7       65.6      1.1       18.0       28.3     1,782.7 
                                  ===========  =========  ========  ========  ==========  ======= 
Over time                             4.1         0.4       8.7       19.7         -       32.9 
================================  ===========  =========  ========  ========  ==========  ======= 
Revenue from External customers     1,673.8       66.0      9.8       37.7       28.3     1,815.6 
================================  ===========  =========  ========  ========  ==========  ======= 
 
 
For the six months ending          Franchised   Carstore  Software   Leasing   US Motor*   Total 
 30 June 2020                       UK Motor      GBPm      GBPm       GBPm       GBPm      GBPm 
                                      GBPm 
                                  ===========  =========  ========  ========  ==========  ======= 
Primary geographical markets 
                                  ===========  =========  ========  ========  ==========  ======= 
Europe                              1,067.1       43.1      8.2       31.1         -      1,149.5 
                                  ===========  =========  ========  ========  ==========  ======= 
North America                          -           -         -          -        68.5      68.5 
                                  ===========  =========  ========  ========  ==========  ======= 
Africa                                 -           -        0.2         -          -        0.2 
                                  ===========  =========  ========  ========  ==========  ======= 
Asia                                   -           -        0.1         -          -        0.1 
                                  ===========  =========  ========  ========  ==========  ======= 
Revenue from External customers     1,067.1       43.1      8.5       31.1       68.5     1,218.3 
================================  ===========  =========  ========  ========  ==========  ======= 
Major products/service lines 
================================  ===========  =========  ========  ========  ==========  ======= 
Aftersales revenue                    97.7         -         -          -         7.9      105.6 
                                  ===========  =========  ========  ========  ==========  ======= 
Used vehicle revenue                 509.2        43.1       -          -        10.2      562.5 
                                  ===========  =========  ========  ========  ==========  ======= 
New vehicle revenue                  460.2         -         -          -        50.4      510.6 
                                  ===========  =========  ========  ========  ==========  ======= 
Software revenue                       -           -        8.5         -          -        8.5 
                                  ===========  =========  ========  ========  ==========  ======= 
Leasing revenue                        -           -         -        31.1         -       31.1 
================================  ===========  =========  ========  ========  ==========  ======= 
Revenue from External customers     1,067.1       43.1      8.5       31.1       68.5     1,218.3 
================================  ===========  =========  ========  ========  ==========  ======= 
Timing of revenue recognition 
                                  ===========  =========  ========  ========  ==========  ======= 
At point in time                    1,063.3       42.7      0.4       10.2       68.5     1,185.1 
                                  ===========  =========  ========  ========  ==========  ======= 
Over time                             3.8         0.4       8.1       20.9         -       33.2 
================================  ===========  =========  ========  ========  ==========  ======= 
Revenue from External customers     1,067.1       43.1      8.5       31.1       68.5     1,218.3 
================================  ===========  =========  ========  ========  ==========  ======= 
 

* The Group's US business is a discontinued operation which is currently classified as held for sale (see note 14).

7 Non-underlying Items

Non-underlying income and expenses are items that are not incurred in the normal course of business and are sufficiently significant and/or irregular to impact the underlying trends in the business.

 
                                                          2021    2020 
                                                           GBPm   GBPm 
                                                         ======  ====== 
Within operating expenses: 
=======================================================  ======  ====== 
Impairment of goodwill                                      -    (12.5) 
                                                         ======  ====== 
Impairment of right of use assets                         (5.4)    - 
                                                         ======  ====== 
Closure costs                                              0.1   (0.8) 
=======================================================  ======  ====== 
Termination and severance costs                           (0.9)  (1.2) 
=======================================================  ======  ====== 
                                                          (6.2)  (14.5) 
=======================================================  ======  ====== 
Within other income - gains on the sale of businesses, 
 property and investments: 
                                                         ======  ====== 
Profit/(loss) on the sale of businesses                    1.0   (6.5) 
                                                         ======  ====== 
Profit on the sale of property                             1.4    0.6 
=======================================================  ======  ====== 
                                                           2.4   (5.9) 
=======================================================  ======  ====== 
Within finance expense: 
=======================================================  ======  ====== 
Net interest on pension scheme obligations                (0.5)  (0.6) 
=======================================================  ======  ====== 
                                                          (0.5)  (0.6) 
=======================================================  ======  ====== 
Total non-underlying items before tax                     (4.3)  (21.0) 
=======================================================  ======  ====== 
Non-underlying items in tax                                0.8    3.4 
=======================================================  ======  ====== 
Total non-underlying items after tax                      (3.5)  (17.6) 
=======================================================  ======  ====== 
 

During the period there have been no indicators of impairment of goodwill so no review was deemed necessary, as a consequence, no impairment charge has been made during the period (2020: GBP12.5m).

Following the sale of the businesses in the US a net GBP0.1m credit was recognised as a non-underlying item in 2021 relating to various costs incurred and rent contributions received post sale. During the previous year the Group undertook a review of its operations during the year which resulted in a number of business closures with resultant costs of closure of these sites of GBP0.8m which were recognised as a non-underlying item in 2020.

Group property, plant and equipment and assets held for sale have been reviewed for possible impairments. As a result of this review there was no impairment charge against assets held for sale during the period (2020: GBPnil). In respect of property, plant and equipment, on disposal of the final business in the US disposal group, there remained three right of use property assets which were impaired by GBP4.9m (2020: GBPnil). There were no reversals of previous impairment charges in respect of assets held for sale where anticipated proceeds less costs to sell have increased over their impaired carrying values (2020: GBPnil).

During the period a number of employees were offered compensation on either being made redundant or terminating their employment contracts which amounted to GBP0.9m (2020: GBP1.2m).

Other income, being the profit on disposal of businesses and property was GBP2.4m (2020: loss GBP5.9m). This comprises a profit of GBP1.4m (2020: GBP0.6m profit) on disposal of property and a profit on the disposal of motor vehicle dealerships of GBP1.0m (after deducting GBP1.0m of cumulative foriegn exchange translation differences transferred from other comprehensive income) (2020: GBP6.5m loss).

The net interest expense on pension obligations in respect of the defined benefit schemes closed to future accrual is shown as a non-underlying item due to the volatility and non-trading nature of this amount. A net interest expense of GBP0.5m has been recognised during the period (2020: GBP0.6m).

8 Segmental Analysis

 
For the six months ending          Franchised   Carstore   Software  Leasing   US Motor*     Group     Total 
 30 June 2021                       UK Motor      GBPm       GBPm      GBPm       GBPm      Interest    GBPm 
                                      GBPm                                                    GBPm 
                                  ===========  =========  =========  =======  ==========  ==========  ======= 
Total gross segment turnover        1,673.8       66.0       12.1     49.0       28.3          -      1,829.2 
                                  ===========  =========  =========  =======  ==========  ==========  ======= 
Inter-segment turnover                 -           -        (2.3)    (11.3)        -           -      (13.6) 
                                  ===========  =========  =========  =======  ==========  ==========  ======= 
Revenue from external customers     1,673.8       66.0       9.8      37.7       28.3          -      1,815.6 
================================  ===========  =========  =========  =======  ==========  ==========  ======= 
Operating profit/(loss) 
 before non-underlying items          37.6        0.3        6.7       8.1       (0.8)         -       51.9 
                                  ===========  =========  =========  =======  ==========  ==========  ======= 
Other income and non-underlying 
 items                               (0.1)         -          -         -        (3.7)         -       (3.8) 
================================  ===========  =========  =========  =======  ==========  ==========  ======= 
Operating profit/(loss)               37.5        0.3        6.7       8.1       (4.5)         -       48.1 
================================  ===========  =========  =========  =======  ==========  ==========  ======= 
Finance expense                      (10.7)      (0.4)        -       (1.5)      (0.2)       (4.9)    (17.7) 
                                  ===========  =========  =========  =======  ==========  ==========  ======= 
Finance income                         -           -          -         -          -          0.4       0.4 
================================  ===========  =========  =========  =======  ==========  ==========  ======= 
Segmental profit/(loss) 
 before tax                           26.8       (0.1)       6.7       6.6       (4.7)       (4.5)     30.8 
================================  ===========  =========  =========  =======  ==========  ==========  ======= 
Depreciation and amortisation         16.7        0.2        2.0      19.7        0.1          -       38.7 
                                  ===========  =========  =========  =======  ==========  ==========  ======= 
Impairment of right of 
 use assets                           0.5          -          -         -         4.9          -        5.4 
================================  ===========  =========  =========  =======  ==========  ==========  ======= 
 
 
For the six months ending          Franchised   Carstore   Software  Leasing   US Motor*     Group     Total 
 30 June 2020                       UK Motor      GBPm       GBPm      GBPm       GBPm      Interest    GBPm 
                                      GBPm                                                    GBPm 
                                  ===========  =========  =========  =======  ==========  ==========  ======= 
Total gross segment turnover        1,067.1       43.1       10.8     37.2       68.5          -      1,226.7 
                                  ===========  =========  =========  =======  ==========  ==========  ======= 
Inter-segment turnover                 -           -        (2.3)     (6.1)        -           -       (8.4) 
                                  ===========  =========  =========  =======  ==========  ==========  ======= 
Revenue from external customers     1,067.1       43.1       8.5      31.1       68.5          -      1,218.3 
================================  ===========  =========  =========  =======  ==========  ==========  ======= 
Operating (loss)/profit 
 before non-underlying items         (18.1)      (1.7)       5.9       4.7       (1.6)         -      (10.8) 
                                  ===========  =========  =========  =======  ==========  ==========  ======= 
Other income and non-underlying 
 items                               (13.9)        -          -         -        (6.5)         -      (20.4) 
================================  ===========  =========  =========  =======  ==========  ==========  ======= 
Operating (loss)/profit              (32.0)      (1.7)       5.9       4.7       (8.1)         -      (31.2) 
================================  ===========  =========  =========  =======  ==========  ==========  ======= 
Finance expense                      (13.8)      (0.4)        -       (1.6)      (0.7)       (4.8)    (21.3) 
                                  ===========  =========  =========  =======  ==========  ==========  ======= 
Finance income                         -           -          -         -          -          0.5       0.5 
================================  ===========  =========  =========  =======  ==========  ==========  ======= 
Segmental (loss)/profit 
 before tax                          (45.8)      (2.1)       5.9       3.1       (8.8)       (4.3)    (52.0) 
================================  ===========  =========  =========  =======  ==========  ==========  ======= 
Depreciation and amortisation         20.0        0.2        1.8      20.8        0.1          -       42.9 
                                  ===========  =========  =========  =======  ==========  ==========  ======= 
Impairment of goodwill                12.5         -          -         -          -           -       12.5 
================================  ===========  =========  =========  =======  ==========  ==========  ======= 
 

9 Finance Expense

 
                                                              2021   2020 
                                                               GBPm   GBPm 
                                                             ======  ===== 
Recognised in profit and loss 
                                                             ======  ===== 
Interest payable on bank borrowings, Senior note and 
 loan notes                                                    4.4    4.2 
                                                             ======  ===== 
Lease interest                                                 6.3    6.9 
                                                             ======  ===== 
Vehicle stocking plan interest                                 5.0    8.0 
                                                             ======  ===== 
Net interest on pension scheme obligations (non-underlying 
 - see note 7)                                                 0.5    0.6 
===========================================================  ======  ===== 
Total interest expense being interest expense in respect 
 of financial liabilities held at amortised cost              16.2   19.7 
                                                             ======  ===== 
Unwinding of discounts in contract hire residual values        1.5    1.6 
===========================================================  ======  ===== 
Total finance expense                                         17.7   21.3 
===========================================================  ======  ===== 
 

10 Finance Income

 
                                 2021   2020 
                                  GBPm   GBPm 
                                ======  ===== 
Recognised in profit and loss 
                                ======  ===== 
Lease interest receivable         0.4    0.5 
                                ======  ===== 
Total finance income              0.4    0.5 
==============================  ======  ===== 
 

11 Taxation

Based upon the anticipated profit for the full year the effective tax rate on the underlying profit for 2021 is estimated at 9.30% (2020: credit rate of 22.76% on losses). The effective rate for 2021 is lower than the current rate of UK tax predominantly due to remeasurement of a portion of deferred tax balances in the UK from 19% to 25%. In the 3 March 2021 Budget it was announced that the UK tax rate will increase to 25% from 1 April 2023 (this change was substantively enacted on 24 May 2021), as such an estimate of the net deferred tax assets forecast at 1 April 2023 has been revalued from 19% to 25% giving a GBP3.6m credit to the income statement. Without the effect of the rate change on deferred tax assets the effective rate for 2021 would have been 19.63%.

12 Earnings per share

 
                                              2021    2020 
                                              Pence   Pence 
                                            =======  ====== 
Basic earnings per share                      2.04   (2.98) 
                                            =======  ====== 
Effect of adjusting items                     0.25    1.27 
==========================================  =======  ====== 
Underlying earnings per share (Non-GAAP 
 measure)                                     2.29   (1.71) 
==========================================  =======  ====== 
Diluted earnings per share                    2.02   (2.97) 
                                            =======  ====== 
Effect of adjusting items                     0.25    1.27 
==========================================  =======  ====== 
Underlying diluted earnings per share 
 (Non-GAAP measure)                           2.27   (1.70) 
==========================================  =======  ====== 
 

The calculation of basic, adjusted and diluted earnings per share is based on;

 
Number of shares (millions)                           2021     2020 
                                                      number   number 
                                                    ========  ======= 
Weighted average number of shares used 
 in basic and adjusted earnings per share 
 calculation                                         1,390.5  1,390.5 
                                                    ========  ======= 
Weighted average number of dilutive shares 
 under option                                         13.9      2.2 
==================================================  ========  ======= 
Diluted weighted average number of shares 
 used in diluted earnings per share calculation      1,404.4  1,392.7 
                                                    ========  ======= 
Earnings                                              2021     2020 
                                                       GBPm     GBPm 
================================================    ========  ======= 
Profit/(loss) for the period                          28.4    (41.4) 
                                                    ========  ======= 
Adjusting items: 
                                                    ========  ======= 
Non-underlying items attributable to 
 the parent (see note 7)                               4.3     21.0 
                                                    ========  ======= 
Tax effect of non-underlying items                    (0.8)    (3.4) 
==================================================  ========  ======= 
Earnings for adjusted earnings per share 
 calculation                                          31.9    (23.8) 
==================================================  ========  ======= 
 

The directors consider that the underlying earnings per share figure provides a better measure of comparative performance.

13 Business and property disposals

During the period the Group generated net proceeds of GBP27.2m (2020: GBP16.6m) with a profit on disposal of GBP1.0m (2020: loss GBP6.5m) from the sale of businesses. Businesses sold in 2021 included the remaining two operations in the US which realised a profit of GBP2.0m before the deduction of cumulative translation differences of GBP1.0m to give a net GBP1.0m profit on disposal. Three other small surplus UK businesses were sold during the period.

The Group sold property generating net proceeds of GBP1.6m (2020: GBP15.3m) with a break even result on disposal of GBP1.4m (2020: GBP0.5m) and made net gains in respect of lease terminations and aborted developments of GBP1.4m (2020: GBP1.1m). Of the properties sold in the prior year, one was part of a sale and lease back arrangement which generated proceeds of GBP10.5m.

14 Assets held for sale and Discontinued operations

The Group announced at the end of 2017 that it intended to dispose of the US motor business and it was subsequently classified as a discontinued operation and disposal group held for sale. In the period between this announcement and the end of 2020 proceeds of GBP78.8m had been received on the sale of individual stores. During the first half of 2021 the Group sold its two remaining stores for proceeds of GBP26.6m. The results of the US Business are shown as a discontinued operation within these consolidated financial statements. At the start of the financial year the assets and liabilities of the US operation were classified as held for sale as a disposal group. On disposal of the remaining two businesses no further assets are being held for sale and any remaining balances have been restated to their original categorisations. The operation intends to maintain a small presence in the US to facilitate the settlement of outstanding transactions and provide support in assisting the complete wind down of the business which is likely to be in excess of one year in duration. No impairment loss has been recognised in the income statement for the period ended 30 June 2021 in respect of this transaction.

The results of the discontinued operation are set out on the face of the condensed consolidated income statement. Other financial information relating to the discontinued operation for the period is set out below.

 
                                                  2021   2020 
                                                   GBPm   GBPm 
                                                 ======  ===== 
Exchange differences on translation of 
 discontinued operation                           (0.1)   1.1 
===============================================  ======  ===== 
Other comprehensive income from discontinued 
 operation                                        (0.1)   1.1 
===============================================  ======  ===== 
 
 
                                                   2021    2020 
                                                   GBPm    GBPm 
                                                 =======  ====== 
Net cash (used in)/from operating activities      (5.3)    8.8 
                                                 =======  ====== 
Net cash from investing activities                 26.6    14.1 
===============================================  =======  ====== 
Net cash used in financing activities             (22.7)  (43.0) 
===============================================  =======  ====== 
Net cash decrease generated by discontinued 
 operation                                        (1.4)   (20.1) 
===============================================  =======  ====== 
 
 
                                                   2021    2020 
                                                   pence   pence 
                                                 =======  ====== 
Basic earnings per share from discontinued 
 operation                                        (0.29)  (0.50) 
                                                 =======  ====== 
Diluted earnings per share from discontinued 
 operation                                        (0.28)  (0.50) 
===============================================  =======  ====== 
 

The Group also holds a number of properties that are currently being marketed for sale which are expected to be disposed of during the next 12 months. No impairment loss has been recognised in the income statement for the six months to 30 June 2021 on re-measurement of properties to the lower of their carrying amount and their fair value less costs to sell (2020: GBPnil).

During the period to 30 June 2021 disposals of assets classified as held for sale resulted in a profit of GBP1.2m on disposal. In the previous period to 30 June 2020 disposals of assets classified as held for sale resulted in a loss of GBP4.8m on disposal.

 
                                      30 June 2021   30 June 2020  31 December 
                                          GBPm           GBPm          2020 
                                                                       GBPm 
                                     =============  =============  =========== 
Property, plant and equipment             8.6            58.8         57.8 
                                     =============  =============  =========== 
Inventories                                -             31.0         31.2 
                                     =============  =============  =========== 
Trade and other receivables                -             10.6         10.0 
===================================  =============  =============  =========== 
Assets classified as held for sale        8.6           100.4         99.0 
===================================  =============  =============  =========== 
 

15 Cash and cash equivalents

 
                                      30 June 2021   30 June 2020  31 December 
                                          GBPm           GBPm          2020 
                                                                       GBPm 
                                     =============  =============  =========== 
Bank balances and cash equivalents        83.2          123.3         56.0 
===================================  =============  =============  =========== 
 

16 Net Borrowings

 
                                       30 June 2021   30 June 2020  31 December 
                                           GBPm           GBPm          2020 
                                                                        GBPm 
                                      =============  =============  =========== 
Cash and cash equivalents (note 15)        83.2          123.3         56.0 
                                      =============  =============  =========== 
Non-current interest bearing loans 
 and borrowings                           (73.7)        (169.3)       (156.4) 
====================================  =============  =============  =========== 
Adjusted net cash/(debt)                   9.5           (46.0)       (100.4) 
                                      =============  =============  =========== 
Lease liabilities                        (228.7)        (258.6)       (243.2) 
====================================  =============  =============  =========== 
Net Borrowings                           (219.2)        (304.6)       (343.6) 
====================================  =============  =============  =========== 
 

17 Deferred Income

 
                                30 June 2021   30 June 2020  31 December 
                                    GBPm           GBPm          2020 
                                                                 GBPm 
                               =============  =============  =========== 
Warranty policies sold              16.2           17.9         15.0 
                               =============  =============  =========== 
Contract hire leasing income        61.7           69.6         68.7 
=============================  =============  =============  =========== 
                                    77.9           87.5         83.7 
=============================  =============  =============  =========== 
Current                             38.8           53.6         42.9 
                               =============  =============  =========== 
Non-current                         39.1           33.9         40.8 
=============================  =============  =============  =========== 
                                    77.9           87.5         83.7 
=============================  =============  =============  =========== 
 

18 Change to contract hire vehicle balances

 
                                       30 June 2021   30 June 2020  31 December 
                                           GBPm           GBPm          2020 
                                                                        GBPm 
                                      =============  =============  =========== 
Depreciation                               19.6           20.7         40.9 
                                      =============  =============  =========== 
Changes in trade and other payables 
 and deferred income                      (19.8)         (14.6)       (16.5) 
                                      =============  =============  =========== 
Purchases of contract hire vehicles       (37.9)         (33.9)       (72.6) 
                                      =============  =============  =========== 
Unwinding of discounts in contract 
 hire vehicle balances                    (1.5)          (1.6)         (3.1) 
====================================  =============  =============  =========== 
Cash flow movement in contract hire 
 vehicle balances                         (39.6)         (29.4)       (51.3) 
====================================  =============  =============  =========== 
 

19 Change in inventories

 
                                            30 June 2021   30 June 2020  31 December 
                                                GBPm           GBPm          2020 
                                                                             GBPm 
                                           =============  =============  =========== 
Movement in inventory                          139.8           91.2         230.2 
                                           =============  =============  =========== 
Impact of exchange differences                   -            (0.4)          0.3 
                                           =============  =============  =========== 
Non cash movement in consignment 
 vehicles                                      (47.7)          14.7          2.2 
                                           =============  =============  =========== 
Classified as held for sale                     16.8           15.3         17.8 
                                           =============  =============  =========== 
Transfer value of contract hire vehicles 
 from fixed assets to inventory                 37.6           20.7         44.3 
=========================================  =============  =============  =========== 
Cash flow increase due to movements 
 in inventory                                  146.5          141.5         294.8 
=========================================  =============  =============  =========== 
 

20 Pension scheme obligations

The net liability for defined benefit obligations has decreased from GBP75.5m at 31 December 2020 to GBP34.9m at 30 June 2021. The decrease of GBP40.6m comprises a net interest expense of GBP0.5m recognised in the income statement, a net remeasurement gain of GBP34.8m and contributions paid of GBP6.3m. The net remeasurement gain has arisen in part due to changes in the principal assumptions used in the valuation of the scheme's liabilities over those used at 31 December 2020. The assumptions subject to change are the discount rate of 1.90% (31 Dec 2020: 1.40%), the inflation rate (RPI) of 3.30% (31 Dec 2020: 3.05%), the inflation rate (CPI) of 2.80% (31 Dec 2020: 2.55%) and the mortality assumptions adopted at 30 June 2021 are 100% of 2018 VitaCurves projected using CMI_2020 converging to 1.00% p.a. (31 Dec 2020: 100% of 2018 VitaCurves projected using CMI_2019 converging to 1.00% p.a).

21 Related party transactions

There have been no new related party transactions that have taken place in the first six months of the current financial year that have materially affected the financial position or performance of the Group during that period and there have been no changes in the related party transactions described in the last annual report that could do so.

22 Risks and uncertainties

The Board maintains a policy of continuous identification and review of risks which may cause our actual future Group results to differ materially from expected results.

The principal risks identified were: failure to adopt the right strategy or failure of our adopted strategy to be effectively implemented or to deliver the desired results, dependence on vehicle manufacturers for the success of our business, failure to meet competitive challenges to our business model or sector, European economic instability affecting the UK in particular impacting used vehicle prices, UK governmental spending constraints, impacts of international import tariffs on motor vehicles, changes to the type of vehicles sold (including the trend away from the purchase and use of diesel vehicles) or the amount of road use, availability of debt funding, funding requirements of the occupational pension scheme, significant litigation or regulator action against or otherwise impacting the Group, failure of systems, reliance on the use of estimates, failure to attract, develop, motivate and retain good quality team members, failure to provide safe working and retail environments, failure to control environmental hazards, failure to comply with the General Data Protection Regulation and the potential impacts associated with the UK's decision to leave the EU. Additionally, there are vehicle credit stocking facilities which are secured against inventory and are made available to the group on a continuous basis with notice periods of between 1 and 4 months. Based on discussions with the main providers of these facilities and historic availability, the directors expect these stocking facilities to remain available to the Group throughout the forecast period. The increased risks to the Group associated with the Coronavirus pandemic are detailed in the Basis of Preparation note. There is also a short-term risk to new car supply from the impact of micro-chip shortages.

The Risk Control Group has met to consider these risks and uncertainties and will continue to monitor how these risks evolve. The Board has recently reviewed the risk factors and confirms that they remain an appropriate assessment of our risks for the rest of the current year. The Board considers the main areas of risk and uncertainty that could impact profitability to be used vehicle prices and economic and business conditions, including the UK's decision to leave the EU and Sterling/Euro exchange rates.

23 Responsibility Statement

We confirm that to the best of our knowledge:

(a) The condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union;

   (b)   The interim management report includes a fair review of the information required by: 

(i) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(ii) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.

By order of the Board,

W Berman

Chief Executive Officer

M S Willis

Chief Financial Officer

15 September 2021

INDEPENT REVIEW REPORT TO PRAGON PLC

Conclusion

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2021 which comprises Consolidated Income Statement, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Consolidated Cash Flow Statement and the related explanatory notes.

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2021 is not prepared, in all material respects, in accordance with IAS 34 Interim Financial Reporting as adopted for use in the UK and the Disclosure Guidance and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA").

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. We read the other information contained in the half-yearly financial report and consider whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FCA.

The latest annual financial statements of the group were prepared in accordance with International Financial Reporting Standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union and in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and the next annual financial statements will be prepared in accordance with UK-adopted international accounting standards. The directors are responsible for preparing the condensed set of financial statements included in the half-yearly financial report in accordance with IAS 34 as adopted for use in the UK.

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

The purpose of our review work and to whom we owe our responsibilities

This report is made solely to the company in accordance with the terms of our engagement to assist the company in meeting the requirements of the DTR of the UK FCA. Our review has been undertaken so that we might state to the company those matters we are required to state to it in this 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 for our review work, for this report, or for the conclusions we have reached.

Craig Parkin

for and on behalf of KPMG LLP

Chartered Accountants

One Snowhill

Snowhill Queensway

Birmingham B4 6GH

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END

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September 15, 2021 02:00 ET (06:00 GMT)

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