TIDMCFYN

RNS Number : 2502T

Caffyns PLC

17 July 2020

Caffyns plc

Preliminary Results for the year ended 31 March 2020

Summary

 
                                                    2020        2019 
                                                 GBP'000     GBP'000 
--------------------------------------------  ----------  ---------- 
  Revenue                                        197,854     209,246 
  Underlying EBITDA (see note A)                   3,428       3,982 
  Underlying profit before tax (see note A)          251       1,445 
  Profit/(loss) before tax                           103       (428) 
--------------------------------------------  ----------  ---------- 
 
 
                                                 pence     pence 
---------------------------------------------  -------  -------- 
  Underlying (deficit)/earnings per share        (4.9)      35.3 
  Deficit per share                              (9.4)    (21.0) 
  Proposed final dividend per ordinary share         -     15.00 
  Dividend per ordinary share for the year        7.50     22.50 
---------------------------------------------  -------  -------- 
 

Note A: Underlying results exclude items that have non-trading attributes due to their size, nature or incidence. Non-underlying items for the period totalled a credit of GBP39,000 (2019: charge of GBP1,651,000) and are detailed in Note 5 to this consolidated financial information. Underlying EBITDA of GBP3,428,000 (2019: GBP3,982,000) represents Operating profit before non-underlying items of GBP1,633,000 (2019: GBP2,626,000) adding back Depreciation and amortisation of GBP1,795,000 (2019: GBP1,356,000).

Note B: The implementation of IFRS 16 Leases decreased profits before tax for the year ended 31 March 2020 by GBP20,000 but increased underlying EBITDA by GBP236,000 in comparison to the previous accounting treatment.

Overview

   --    Revenue down 5.4% to GBP197.9 million 
   --    Like-for-like new car unit deliveries down by 11.0% 
   --    Like-for-like used car unit sales down by 1.4% 
   --    Aftersales revenues unchanged against 2019 
   --    Underlying profit before tax of GBP0.3 million (2019: GBP1.4 million) 
   --    No final dividend for the year ended 31 March 2020 due to the impact of the covid-19 pandemic 

-- Property portfolio revaluation as at 31 March 2020 showing an GBP11.8 million (2019: GBP11.2 million) surplus to net book value (not recognised in these accounts)

Commenting on the results Simon Caffyn, Chief Executive, said: " The year under review was defined by two key events: the covid-19 pandemic in March 2020 and the further implementation of the emissions-testing regime, Real Driving Emissions, in September 2019. In the light of these two events, the board reports a reduced underlying profit before tax for the year of GBP0.25 million . The response from our employees to the Covid-19 crisis has been outstanding. Due to their efforts we experienced a strong trading performance in June as the businesses began to fully re-open."

Enquiries:

Caffyns plc Simon Caffyn, Chief Executive Tel: 01323 730201

Mike Warren, Finance Director

HeadLand Francesca Tuckett Tel: 0203 805 4822

Operational and Business Review

The year under review was defined by two key events. Firstly, the covid-19 pandemic and the related requirement to curtail the year early, temporarily closing all our car showrooms and most of our aftersales operations on 24 March 2020. This impacted materially on the result for the bi-annual registration plate change month of March, our most important trading month of the financial year. The second event, as highlighted at our half-year stage, was the adverse impact on the majority of our brands that arose from the further implementation of the emissions-testing regime, Real Driving Emissions, commonly referred to as RDE. This created some scarcity of supply of new cars for a number of our brands and adversely impacted on our second most important trading month of the year, September 2019. In the light of these two events, the board reports an underlying profit before tax for the year of GBP0.25 million (2019: GBP1.45 million). Full year turnover fell by 5.4% to GBP197.9 million (2019: GBP209.2 million), predominantly due to much lower levels of new car deliveries in the year. Used car unit sales, which remained unaffected by RDE, fell by just 1.4%, whilst aftersales revenues were unchanged, despite losing more than a week of activity in the run up to the year-end.

Our statutory result before tax for the year was a profit of GBP0.1 million (2019: loss of GBP0.4 million). Due to the tax charge being in excess of the pre-tax profit, basic losses per share were 9.4 pence (2019: 21.0 pence).

   The underlying deficit per share for the year was 4.9   pence (2019: earnings of 35.3 pence). 

Coronavirus ("covid-19")

The Company faced an unprecedented situation when it was required to temporarily close all its car showrooms and most of its aftersales operations on 24 March 2020, following UK Government restrictions implemented to deal with the nationwide covid-19 pandemic. With our showrooms closed, only on-line and telephone sales operations were able to continue, alongside three aftersales operations which provided essential support for NHS and other key workers only.

Subsequent to the year-end, in May 2020, we re-started our aftersales operations at all sites with our showrooms re-opening on 1 June 2020. The temporary closure impacted the year-end audit process and caused a delay to our normal reporting timetable. As a result , the Annual General Meeting has been delayed from 28 July and is now scheduled for 24 September 2020. Given the exceptional circumstances, this year's Annual General Meeting will need to be run as a closed meeting and shareholders will not be able to attend in person. Shareholders will be invited to register questions in advance of the meeting for the board to answer and answers will be made available after the meeting via the Company's corporate website, www.caffynsplc.co.uk.

In response to the impact of covid-19, the Company implemented numerous cash preservation and cost saving measures across many areas of the business. These included making extensive use of the Government's Job Retention Scheme, with approximately 80% of the Company's employees furloughed in April 2020. The number of furloughed employees reduced in May as our aftersales operations returned to more normal activity levels and then reduced further in June as we were given permission to re-open our showrooms. As part of our cost savings exercise, an annual salary ceiling of GBP37,500 was implemented for all active employees, including the executive directors and the chairman of the Company, for the month of April 2020. This ceiling impacted on 45 employees, approximately 10% of the workforce. The non-executive directors of the Company also agreed a significant reduction to their fees. These salary reductions have been unwound in stages, with non-furloughed employees (except for full time executive directors) returning to 80% of their contractual salary from 1 May 2020. The full-time executive directors moved to 50% of their contractual salary from 1 May 2020 and then to 80% of their contractual salary from 1 June 2020. The remuneration of the Chairman remained at the annual ceiling of GBP37,500 for the month of May and then increased to 80% of his contractual fees for June. All employees, including the board, returned to their full contractual salaries from 1 July 2020.

The response from our employees to this crisis has been outstanding and the board would like to particularly thank those that remained active throughout the lockdown period to ensure that we were able to offer an emergency aftersales response to NHS and other key workers and to restart the business quickly and effectively, first for aftersales in May 2020 and then for car sales in June 2020. We remain very focused on the health and safety of our employees and customers and our showroom and workshop activities continue to be undertaken in a responsible and socially distanced way.

Full use was also made of inventory stocking facilities and the Company's manufacturer partners have been, and continue to be, very supportive, offering extended new vehicle funding and reduced funding costs.

New and used car sales

Our new unit sales fell by 11.0% on a like-for-like basis. With the key trading months of March 2020 and September 2019 impacted respectively by the temporary showroom closures highlighted above and the negative impact of RDE. In the year total UK new car registrations declined by 11.7% and, within this total, new car registrations in the private and small business sector in which we principally operate fell by 14.3%.

Unit sales volumes of used cars fell by 1.4% on a like-for-like basis, although unit margins remained strong. Over the last five-year period, the Company has recorded a 33% like-for-like growth in the number of used cars sold and we continue to see this element of our business providing a major opportunity for further growth. The number of used cars sold again exceeded the number of new cars sold in the year.

Throughout the year under review, we continued to upgrade our website with multiple enhancements to our customers' online searching capabilities, leading to an easier, more enjoyable car-buying experience.

Aftersales

Despite the loss of over a week's activity in late March from the covid-19 temporary closures, we were encouraged that our service revenues in the year continued to rise, by 2.4% on a like-for-like basis. We continue to place great emphasis on our customer retention programmes and in growing sales of service plans. Our parts business reported slightly lower sales, down by 1.3% on a like-for-like basis over the previous year.

Operations

Our Volvo business in Eastbourne traded profitably in the year and we were delighted to extend our representation by signing a new dealer agreement for a territory in Worthing, West Sussex. The new business was scheduled to open just as the covid-19 pandemic led to Government-mandated temporary showroom closures and was therefore unable to begin trading as planned in the year under review. Since the year-end, we have now opened this site for both car sales and aftersales operations. The franchise continues to reap the benefits of an excellent model range of cars, which continue to be positively received by customers.

In Tunbridge Wells, our SEAT business continued to perform well although the adjacent Skoda business found the year more challenging. Our Skoda business in Ashford performed satisfactorily, after allowing for the dual impacts of the covid-19 temporary closure and RDE.

Our Audi and Volkswagen businesses both produced new car performances in line with the national picture but both suffered materially from the impact of the covid-19 temporary closures and, to a lesser extent, from RDE. We remain confident that the strength of both brands, their excellent model ranges and exciting new products will help to lead the recovery in their future trading performance.

Our Vauxhall business in Ashford continued to experience challenging trading conditions in the year with Vauxhall's national new car registrations in the year down by 26%, a much higher level than the decline in the overall UK market.

Trading at Caffyns Motorstore, our used car business in Ashford, remained depressed as the business suffered from growing pains. However, the concept has been very well received by our customers who particularly value the reassurance of the Caffyns brand and we expect performance to improve as management and operational changes have a positive impact on trading performance.

Groupwide projects

We remain focused on generating further improvements in used car sales, used car finance and service labour sales. These three areas will be key to achieving increases in profitability in the coming years. In addition, we continue to make very good progress utilising technology to enhance the customer-buying experiences from their first point of contact right through to the showroom buying process, as well as improving aftersales retention.

Property

We operate primarily from freehold sites and our property portfolio provides additional stability to our business model. As in previous years, our freehold premises were revalued at the balance sheet date by chartered surveyors CBRE Limited based on an existing use valuation. The excess of the valuation over net book value of our freehold properties at 31 March 2020 was GBP11.8 million (2019: GBP11.2 million). We would however note that CBRE drew attention in their valuation report to the uncertainty that the present covid-19 pandemic could have on property values. In accordance with our accounting policies (which reflect those generally utilised throughout the motor retail industry), this surplus has not been incorporated into our accounts.

No impairments against the carrying value of freehold property were required in the year under review. In the prior year, two properties were impaired for a total of GBP0.9 million. This was charged to administrative expenses as a non-underlying expense.

During the year, we incurred capital expenditure of GBP1.0 million (2019: GBP2.8 million). There were no major property development projects in the year and the spend reflected a mixture of the installation of electric charging points, an expansion to our smart repair offering and replacement spend on existing assets.

The Company implemented IFRS 16 Leases with effect from 1 April 2019, the start of its financial year. As a result, one property lease was reclassified as a right-of-use asset and one lease as an interest in lease receivable. As a result, the Company's assets and liabilities increased by GBP2.0 million and pre-tax profits in the year under review were reduced by GBP20,000 compared to the previous accounting treatment. During the year, one further lease was entered into which was classified as a right-of-use-asset with a value on inception of GBP0.2 million.

Our freehold premises in Lewes remain leased until at least October 2020 to the purchaser of our former Land Rover business, which was sold in April 2016. The board continues to evaluate future opportunities for the site.

Bank facilities

The Company's banking facilities with HSBC comprise a term loan, originally of GBP7.5 million, repayable by instalments over a twenty-year period to 2038 and a revolving-credit facility of GBP7.5 million, both of which will next become renewable in March 2023. HSBC also provides an overdraft facility of GBP3.5 million, renewable annually. The Company continues to enjoy a supportive relationship with HSBC and, subsequent to the year-end, the overdraft facility limit was increased to GBP6.0 million. In addition, the Company has an overdraft facility of GBP7.0 million provided by Volkswagen Bank, renewable annually, together with a term loan, originally of GBP5.0 million, which is repayable by instalments over the ten years to November 2023.

In order to assist in the conservation of cash balances, HSBC granted capital repayment holidays on our term loans, for the March and June 2020 quarters. Similar concessions were granted by Volkswagen Bank, for the months of April and May. The term loan and revolving credit facilities provided by HSBC include certain covenant tests which were passed at 31 March 2020. HSBC have confirmed to the Company their agreement to a relaxation in the covenant tests for September 2020 and March 2021 which provides reasonable comfort to the directors that these tests will be successfully passed at those times. The failure of a covenant test would render these facilities repayable on demand at the option of the lender.

Bank borrowings, net of cash balances, at 31 March 2020 were GBP16.2 million (2019: GBP13.6 million) and as a proportion of shareholders' funds at 31 March 2020 were 62% (2019: 49%). Available but undrawn facilities at 31 March 2020 were in excess of GBP10 million. The increase in gearing in the year was impacted by the early curtailment of trading in March 2020 due to the covid-19 pandemic.

Taxation

The year ended 31 March 2020 resulted in a tax charge of GBP0.4 million (2019: GBP0.1 million). The effective tax rate was significantly higher than the standard rate of corporation tax in force for the year of 19%, mainly due to the impact on deferred tax from the change of tax rate in the year as well as to adjustments to prior year estimates of the tax liability on unrealised gains charged in the current year that would arise from the future sale of properties and goodwill.

The Company has current outstanding trading losses awaiting relief of GBP0.1 million (2019: GBPNil). There are no capital losses awaiting relief. Capital gains which remain unrealised, where potentially taxable gains arising from the sale of properties and goodwill have been rolled over into replacement assets, amount to GBP8.9 million (2019: GBP7.9 million) which could equate to a future potential tax liability of GBP1.7 million (2019: GBP1.3 million). The Company also has an amount of GBP1.1 million (2019: GBP1.1 million) of recoverable Advanced Corporation Tax ("ACT") and GBP0.8 million (2019: GBP0.7 million) of shadow ACT. The board remains confident in the recoverability of the ACT although the shadow ACT must first be fully absorbed before the ACT balance itself can become available to be utilised.

Pension Scheme

The Company's defined benefit scheme was closed to future accrual in 2010. In common with many companies, the board has little control over the key assumptions in the valuation calculations as required by accounting standards and the unprecedented low yields of gilts and bonds continues to have a significant impact on the net funding position of the scheme. At 31 March 2020 the deficit had widened to GBP9.4 million (2019: GBP8.6 million). The deficit, net of deferred tax, was GBP7.6 million (2019: GBP7.1 million).

The Scheme operates with a fiduciary manager and the board, together with the independent pension fund trustees, continues to review options to reduce the cost of operation and its deficit. Actions that could further reduce the risk profile of the assets and more closely match the nature of the Scheme's assets to its liabilities continue to be sought.

The pension cost under IAS 19 continues to be charged as a non-underlying cost and amounted to GBP0.2 million in the year (2019: GBP0.2 million). In the prior year, the Income Statement was charged with a non-underlying cost of GBP0.9 million which was our best estimate of the financial impact of equalising Guaranteed Minimum Pensions between our male and female scheme members. This followed the legal guidance provided by the High Court in November 2018. The full process of equalisation will need to occur over a considerable period of time, but the estimated cost was arrived at following advice from the Scheme's actuary.

A formal triennial valuation of the Scheme is currently underway, effective for 31 March 2020. The last completed review was carried out as at 31 March 2017 and was submitted to the Pensions Regulator prior to the 30 June 2018 deadline. A recovery plan to deal with the Scheme deficit identified from this triennial valuation was agreed with the trustees and, as a result, the Company made deficit-reduction contributions into the Scheme in the year of GBP0.5 million (2019: GBP0.5 million). The annual recovery plan payment for the coming and each subsequent year will increase by the greater of 2.25% or the growth in shareholder dividend payments until superseded by a new recovery plan to be agreed between the Company and the trustees. The 31 March 2020 triennial valuation is expected to be completed and submitted to the Pensions Regulator by June 2021.

People

I am very grateful for the dedication of our employees and the effort they apply to provide our customers with a first-class experience. Across the Company the hard work and professional application of our employees has remained outstanding.

Nick Hollingworth retired from the board in July 2019, having served eleven years as a non-executive director. I, and the other members of the board, would like to thank him for his outstanding contribution over that period. Nick's successor, Stephen Bellamy, was appointed in June 2019 and has already proved himself as a valuable addition to the board.

The Company has a long tradition of investing in apprenticeship programmes and this continued alongside the new Government apprenticeship levy that was implemented in April 2017. We have kept our apprenticeship numbers at a high level and continue to see the benefits flow through the business as more apprentices complete their training and become fully qualified. Due to our apprentice numbers, we continue to fully utilise our levy payments within the stipulated time limits.

We remain firmly committed to the long-term benefits of apprenticeships and our recruitment programme continues with the aim of maintaining a healthy complement in the coming year to assist the Company to grow.

Dividend

The Company has a strong balance sheet and the board remains confident in its future prospects. However, in the light of the covid-19 pandemic, the Government support of which the Company has taken advantage, and in order to conserve cash resources, the board has decided not to declare a final dividend in relation to the year ended 31 March 2020.

An interim dividend of 7.5 pence per Ordinary share (2019: 7.5 pence) was paid during the year. The total dividend for the year was therefore 7.5 pence per ordinary share (2019: 22.5 pence).

Strategy

Our continuing strategy is to focus on representing premium and premium-volume franchises as well as maximising opportunities for used cars. We recognise that we operate in a rapidly changing environment and continue to carefully monitor the appropriateness of this strategy. We continue to seek opportunities to invest in the future growth of our businesses.

We are concentrating on larger business opportunities in stronger markets to deliver higher returns on capital from fewer but bigger sites. We continue to deliver performance improvement, in particular in our used car and aftersales operations.

Outlook

In the light of the ongoing impact of the covid-19 pandemic, we are very cautious about the future outlook. We incurred substantial losses in April and May whilst the business was in an effective lockdown state although we were pleased with the levels of trading achieved in June as we reopened our showrooms. However, we still expect ongoing trading to take time to revert to previous levels. We continue to enjoy supportive relationships with our banking partners, HSBC and Volkswagen Bank with available but undrawn facilities in excess of GBP10 million at the year-end. By increasing the use of inventory stocking facilities since the year-end, headroom against banking facilities has been further increased and is currently GBP13 million. Our manufacturer partners have been, and continue to be, very supportive, offering extended new vehicle funding and reduced funding costs. Therefore, the board is confident that the Company has sufficient liquidity to allow it to effectively navigate the post-lockdown period and to capitalise on the trading opportunities which are expected to arise as markets return to more normal levels of activity.

S G M Caffyn

Chief Executive

17 July 2020

Group Income Statement

for the year ended 31 March 2020

 
                                                      Note         2020         2019 
                                                                GBP'000      GBP'000 
-------------------------------------------------  -------  -----------  ----------- 
  Revenue                                                       197,854      209,246 
  Cost of sales                                               (172,850)    (183,317) 
-------------------------------------------------  -------  -----------  ----------- 
  Gross profit                                                   25,004       25,929 
  Operating expenses 
  Distribution costs                                           (16,035)     (15,913) 
  Administration expenses                                       (8,025)      (9,843) 
-------------------------------------------------  -------  -----------  ----------- 
  Operating profit before other income                              944          173 
  Other income (net)                                                728          802 
-------------------------------------------------  -------  -----------  ----------- 
  Operating profit                                                1,672          975 
-------------------------------------------------  -------  -----------  ----------- 
 
  Operating profit before non-underlying items                    1,633        2,626 
  Non-underlying items within operating profit         5             39      (1,651) 
-------------------------------------------------  -------  -----------  ----------- 
  Operating profit                                                1,672          975 
-------------------------------------------------  -------  -----------  ----------- 
 
  Finance expense                                      6        (1,382)      (1,181) 
  Finance expense on pension scheme                               (187)        (222) 
-------------------------------------------------  -------  -----------  ----------- 
  Net finance expense                                           (1,569)      (1,403) 
-------------------------------------------------  -------  -----------  ----------- 
 
  Profit/(loss) before taxation                                     103        (428) 
-------------------------------------------------  -------  -----------  ----------- 
 
  Profit before tax and non-underlying items                        251        1,445 
  Non-underlying items within operating profit         5             39      (1,651) 
  Non-underlying items within finance expense on 
   pension scheme                                      5          (187)        (222) 
-------------------------------------------------  -------  -----------  ----------- 
  Profit/(loss) before taxation                                     103        (428) 
-------------------------------------------------  -------  -----------  ----------- 
 
  Taxation                                             7          (355)        (138) 
-------------------------------------------------  -------  -----------  ----------- 
  Loss for the year                                               (252)        (566) 
-------------------------------------------------  -------  -----------  ----------- 
 
  Deficit per share 
  Basic                                                8         (9.4)p      (21.0)p 
  Diluted                                              8         (9.4)p      (21.0)p 
  Underlying (deficit)/earnings per share 
  Basic                                                8         (4.9)p        35.3p 
  Diluted                                              8         (4.9)p        35.3p 
-------------------------------------------------  -------  -----------  ----------- 
 

Group Statement of Comprehensive Income

for the year ended 31 March 2020

 
                                                       Note        2020        2019 
                                                                GBP'000     GBP'000 
--------------------------------------------------  -------  ----------  ---------- 
  Loss for the year                                               (252)       (566) 
  Items that will never be reclassified to profit 
   and loss: 
  Remeasurement of net defined benefit liability                (1,169)       1,510 
  Deferred tax on remeasurement                        17           222       (257) 
  Effect of change in deferred tax rate                17           154           - 
--------------------------------------------------  -------  ----------  ---------- 
  Total other comprehensive (expense)/income, 
   net of taxation                                                (793)       1,253 
--------------------------------------------------  -------  ----------  ---------- 
  Total comprehensive (expense)/income for the 
   year                                                         (1,045)         687 
--------------------------------------------------  -------  ----------  ---------- 
 
 

Group Statement of Financial Position

at 31 March 2020

 
                                                 Note        2020        2019 
                                                          GBP'000     GBP'000 
--------------------------------------------  -------  ----------  ---------- 
  Non-current assets 
  Right-of-use assets                            10           925           - 
  Property, plant and equipment                  11        38,783      39,225 
  Investment properties                          12         8,052       8,169 
  Interest in lease                              13           730           - 
  Goodwill                                       14           286         286 
  Deferred tax asset                             17             -           - 
                                                           48,776      47,680 
--------------------------------------------  -------  ----------  ---------- 
  Current assets 
  Inventories                                    15        39,728      34,468 
  Trade and other receivables                               4,318       8,796 
  Interest in lease                              13           178           - 
  Current tax recoverable                                      66           - 
  Cash and cash equivalents                                 1,478       3,908 
--------------------------------------------  -------  ----------  ---------- 
                                                           45,768      47,172 
--------------------------------------------  -------  ----------  ---------- 
  Total assets                                             94,544      94,852 
--------------------------------------------  -------  ----------  ---------- 
  Current liabilities 
  Interest-bearing overdrafts and loans                     5,875       4,875 
  Trade and other payables                       16        38,346      39,886 
  Lease liabilities                                           491           - 
  Current tax payable                                           -         103 
--------------------------------------------  -------  ----------  ---------- 
                                                           44,712      44,864 
--------------------------------------------  -------  ----------  ---------- 
  Net current assets                                        1,056       2,308 
--------------------------------------------  -------  ----------  ---------- 
  Non-current liabilities 
  Interest-bearing overdrafts and loans                    11,844      12,625 
  Lease liabilities                                         1,362           - 
  Preference shares                                           812         812 
  Retirement benefit obligations                            9,434       8,576 
--------------------------------------------  -------  ----------  ---------- 
                                                           23,452      22,013 
--------------------------------------------  -------  ----------  ---------- 
  Total liabilities                                        68,164      66,877 
--------------------------------------------  -------  ----------  ---------- 
 
  Net assets                                               26,380      27,975 
--------------------------------------------  -------  ----------  ---------- 
 
  Capital and reserves 
  Share capital                                             1,439       1,439 
  Share premium account                                       272         272 
  Capital redemption reserve                                  707         707 
  Non-distributable reserve                                 1,724       1,724 
  Retained earnings                                        22,238      23,833 
--------------------------------------------  -------  ----------  ---------- 
  Total equity attributable to shareholders                26,380      27,975 
--------------------------------------------  -------  ----------  ---------- 
 

Group Statement of Changes in Equity

for the year ended 31 March 2020

 
                              Share        Share        Capital              Non-      Retained        Total 
                            capital      premium     redemption     distributable      Earnings      GBP'000 
                            GBP'000      GBP'000        reserve           reserve       GBP'000 
                                                        GBP'000           GBP'000 
----------------------  -----------  -----------  -------------  ----------------  ------------  ----------- 
  At 1 April 2019             1,439          272            707             1,724        23,833       27,975 
  Total comprehensive 
   expense 
  Loss for the 
   year                           -            -              -                 -         (252)        (252) 
  Other comprehensive 
   expense                        -            -              -                 -         (793)        (793) 
----------------------  -----------  -----------  -------------  ----------------  ------------  ----------- 
  Total comprehensive 
   expense                        -            -              -                 -       (1,045)      (1,045) 
  Transactions 
   with 
   owners: 
  Dividends                       -            -              -                 -         (606)        (606) 
  Share-based payment             -            -              -                 -            56           56 
----------------------  -----------  -----------  -------------  ----------------  ------------  ----------- 
  At 31 March 2020            1,439          272            707             1,724        22,238       26,380 
----------------------  -----------  -----------  -------------  ----------------  ------------  ----------- 
 

for the year ended 31 March 2019

 
                                  Share        Share        Capital              Non-      Retained        Total 
                                capital      premium     redemption     distributable      Earnings      GBP'000 
                                GBP'000      GBP'000        reserve           reserve       GBP'000 
                                                            GBP'000           GBP'000 
--------------------------  -----------  -----------  -------------  ----------------  ------------  ----------- 
  At 1 April 2018, 
   as 
   previously stated              1,439          272            707             1,724        22,981       27,123 
  Correction to 
   deferred tax liability             -            -              -                 -           790          790 
  Change in accounting 
   policy                             -            -              -                 -          (75)         (75) 
--------------------------  -----------  -----------  -------------  ----------------  ------------  ----------- 
  At 1 April 2018, 
   restated                       1,439          272            707             1,724        23,696       27,838 
  Total comprehensive 
   income 
  Loss for the year                   -            -              -                 -         (566)        (566) 
  Other comprehensive 
   income                             -            -              -                 -         1,253        1,253 
--------------------------  -----------  -----------  -------------  ----------------  ------------  ----------- 
  Total comprehensive 
   income for the 
   year                               -            -              -                 -           687          687 
  Transactions with 
   owners: 
  Dividends                           -            -              -                 -         (606)        (606) 
  Share-based payment                 -            -              -                 -            56           56 
--------------------------  -----------  -----------  -------------  ----------------  ------------  ----------- 
  At 31 March 2019                1,439          272            707             1,724        23,833       27,975 
--------------------------  -----------  -----------  -------------  ----------------  ------------  ----------- 
 

The application of IFRS 15 Revenue from Contracts with Customers led to an adjustment to the opening retained earnings of a reduction of GBP75,000.

In the prior year, the Company identified errors in both the calculation and methodology of its potential deferred tax liability on held-over gains from property disposals and from accelerated capital allowances which resulted in an overstatement of its deferred tax liability by GBP790,000.

Group Cash Flow Statement

for the year ended 31 March 2020

 
                                                             Note         2020    Restated 
                                                                       GBP'000        2019 
                                                                                   GBP'000 
--------------------------------------------------------  -------  -----------  ---------- 
  Net cash (outflow)/inflow from operating activities        18          (802)       3,759 
   Investing activities 
  Proceeds on disposal of property, plant and equipment                      -          10 
  Purchases of property, plant and equipment                             (980)     (2,755) 
  Net cash outflow from investing activities                             (980)     (2,745) 
--------------------------------------------------------  -------  -----------  ---------- 
 
  Financing activities 
  Overdraft facility utilised                                            1,000       1,000 
  Secured loans repaid                                                   (781)       (875) 
  Dividends paid                                                         (606)       (606) 
  Repayment of lease liabilities                                         (261)           - 
--------------------------------------------------------  -------  -----------  ---------- 
  Net cash outflow from financing activities                             (648)       (481) 
--------------------------------------------------------  -------  -----------  ---------- 
 
  Net decrease in cash and cash equivalents                            (2,430)         533 
--------------------------------------------------------  -------  -----------  ---------- 
 
  Cash and cash equivalents at beginning of year                         3,908       3,375 
 
  Cash and cash equivalents at end of year                               1,478       3,908 
--------------------------------------------------------  -------  -----------  ---------- 
 
 
                                         2020        2019 
                                      GBP'000     GBP'000 
--------------------------------   ----------  ---------- 
  Cash and cash equivalents             1,478       3,908 
  Bank overdrafts                     (5,000)     (4,000) 
---------------------------------  ----------  ---------- 
  Net cash and cash equivalents       (3,522)        (92) 
---------------------------------  ----------  ---------- 
 

The cash flow statement for the prior year has been restated to disclose overdraft and cash balances separately.

Notes

for the year ended 31 March 2020

   1.   GENERAL INFORMATION 

Caffyns plc is a company domiciled in the United Kingdom. The address of the registered office is Saffrons Rooms, Meads Road, Eastbourne BN20 7DR. The registered number of the Company is 105664.

This financial information has been extracted from the consolidated financial statements which were approved by the directors on 17 July 2020.

   2.   ACCOUNTING POLICIES 

The financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the EU, International Financial Reporting Interpretations Committee ("IFRIC") and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. This financial information has been prepared on the same basis as in 2019 with the exception of IFRS 16 Leases, which was implemented with effect from 1 April 2019. The impact of this new standard on the financial statements for the year ended 31 March 2020 is detailed below.

Whilst the financial information included in this announcement has been computed in accordance with IFRSs, this announcement does not itself contain sufficient information to comply with IFRSs.

The financial information set out does not constitute the Company's statutory accounts for the year ended 31 March 2020, but is derived from those accounts. Statutory accounts for the year ended 31 March 2019 have been delivered to the Registrar of Companies and those for the year ended 31 March 2020 will be delivered following the Company's annual general meeting. The auditors have reported on those accounts: their reports were unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under section 498(2) or (3) Companies Act 2006 or equivalent preceding legislation.

A copy of the annual report for the year ended 31 March 2020 will be available at www.caffynsplc.co.uk and will be posted to shareholders by 21 August 2020.

New accounting standard

A new Standard, IFRS 16 Leases, came into effect from 1 January 2019 and has been adopted by the Company with effect from the start of its current financial year on 1 April 2019. The new Standard, which replaced International Accounting Standard 17 and three related Interpretations, has completed a long-running project of the International Accounting Standards Board to overhaul lease accounting and requires leases to be recorded on the Statement of Financial Position in the form of a right-of-use asset, representing the Company's right to use the underlying asset, and a lease liability, representing its obligations to make lease payments.

Under the previous accounting policy, the Company classified leases as either an operating lease or a finance lease depending upon whether it was deemed that substantially all the risks and rewards of ownership had transferred.

Under IFRS 16 the Company recognises a right-of-use asset for all leases with the exception of those deemed to be of low value or short-term in nature, in which case lease payments are expensed on a straight-line basis over the lease term.

The revised accounting policy under IFRS 16 is as follows:

Significant accounting policies - Leases

The Company recognises a right-of-use asset and a lease liability at the commencement date of the lease. The right-of-use asset is initially measured at cost, and subsequently at cost less accumulated depreciation and impairment losses and is then adjusted for certain remeasurements of the lease liability. Depreciation is recognised on a straight-line basis over the period of the lease the right-of-use asset is expected to be utilised.

The lease liability is initially measured at the present value of lease payments that are not paid at the commencement date, discounted by the interest rate implicit in the lease or, when this is not readily attainable, the Company's incremental borrowing rate. The lease liability is subsequently increased by the interest cost on the lease liability and reduced by payments made. It is remeasured when there is a change in future lease payments arising from a change of index or rate, a variation in amounts payable following contractual rent reviews and changes in the assessment of whether an extension/termination option is reasonably certain to be exercised.

Where lease contracts include renewal and termination options, judgement is applied to determine the lease term. The assessment of whether the Company is reasonably certain to exercise such options impacts the lease term and the subsequent recognition of the lease liability and right-of-use asset.

Where the Company acts as a lessor, receipts of lease payments are recognised in the income statement on a straight-line basis over the period of the lease unless it is deemed that the risks and rewards of ownership have been substantially transferred to the Company's lessee. If it is deemed that the risks and rewards of ownership have been substantially transferred then the Company will, rather than recognise a right-of-use asset, recognise an investment in the lease, this being the present value of future lease receipts discounted at the interest rate implicit in the lease or, if this is not specified, at the Company's incremental borrowing rate. The finance lease receivable will be increased by the interest received less payments made by the lessee.

Transition

The Company predominantly owns the freeholds of the properties from which it operates but, at the date of implementation of the Standard, had two properties subject to operating leases. One of these properties was leased on to a third party where the terms of the sub-lease mirror those of the Company's own lease. Upon adopting IFRS 16, one lease has been recognised as a right-of-use asset with a corresponding lease liability while the Company's interest in the second lease, sub-let to a third party, has been recognised as an asset with a corresponding lease liability .

In its transition to IFRS 16 the Company has applied the modified retrospective approach, under which the cumulative effect of initial application is recognised in retained earnings at 1 April 2019. Accordingly, the comparative information has not been restated.

The Company's incremental borrowing rate has been estimated at 2.7%.

At transition, for leases classified as operating leases under IAS 17 Leases, lease liabilities were measured at the present value of the remaining lease payments, discounted at the Company's incremental borrowing rate as at 1 April 2019. Right-of-use assets were measured as an amount equal to the lease liability.

The Company has applied the following practical expedients when applying IFRS 16 to leases previously classified as operating leases under IAS 17:

- to apply the exemption not to recognise right-of-use assets and liabilities with less than 12 months of the lease term remaining at 1 April 2019;

- to exclude initial direct costs from measuring the right-of-use asset at date of initial application;

- to use hindsight when determining the lease term if the contract contains options to extend or terminate the lease .

Under the previous accounting treatment, the lease rentals paid for the two properties highlighted above were charged against underlying profits and no asset or liability was recognised in the Statement of Financial Position. The implementation of the Standard increased the Company's assets and liabilities by GBP2,038,000 and reduced pre-tax profits in the year under review by GBP20,000. During the year, the Company recognised GBP256,000 of depreciation charges, an interest expense of GBP24,000 and made payments of GBP260,000 in respect of its lease liabilities. As a Lessor, the Company received payments of GBP185,000 in respect of the investment in lease receivable.

   3.   GOING CONCERN 

The financial statements have been prepared on a going concern basis which the directors consider appropriate for the reasons set out below.

The directors have considered the going concern basis and have undertaken a detailed review of trading and cash flow forecasts for a period in excess of one year from the date of approval of this Annual Report. This has focused primarily on the achievement of the banking covenants. All bank covenants have been achieved for the year under review. In light of covid-19, post year-end HSBC have confirmed to the Company the relaxation in the debt service covenant test for September 2020 and March 2021. The new covenants test requires the Company to make an underlying profit before interest for the rolling twelve-month period to September 2020 and to March 2021. The Company have modelled these periods and conclude that there is headroom that would allow for a 40% reduction in expected new and used units over this period. External market commentary provided by the Society of Motor Manufacturers and Traders ("SMMT") indicate that new car registrations will remain broadly in line with the same six-month period to December 2019 with increases into 2021 whilst the used car market has remained stable over the past four years . Since re-opening on the 1 June 2020 demand and financial results have both been stronger than had been anticipated and the current new car order take for July and beyond is ahead of this time last year.

The directors have also considered the Company's working capital requirements. The Company meets its day-to-day working capital requirements through short-term stocking loans and bank overdraft and medium-term revolving credit facilities and term loans. At the year-end, the medium-term banking facilities included a term loan with an outstanding balance of GBP6.8 million and a revolving credit facility of GBP7.5 million from HSBC, its primary bankers, with both facilities being renewable in March 2023. HSBC also make available a short-term overdraft facility of GBP3.5 million which is renewed annually in August. Subsequent to the year-end, this facility limit was increased to GBP6.0 million. The Company also has a 10-year term loan from VW Bank with a balance outstanding at 31 March 2020 of GBP1.9 million which is repayable to November 2023 and a short-term overdraft facility of GBP7.0 million which is renewed annually in August. In the opinion of the directors, there is a reasonable expectation that all facilities will be renewed at their scheduled expiry dates. The failure of a covenant test would render these facilities repayable on demand at the option of the lender.

Information concerning the Company's liquidity and financing risk are set out on page 10 and note 21 to the financial statements.

The directors have a reasonable expectation that the Company has adequate resources and headroom against the covenant test to be able continue in operational existence for the foreseeable future and for at least twelve months from the date of approval of the Annual Report. For those reasons, they continue to adopt the going concern basis in preparing this Annual Report.

   4.    CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES 

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

These judgements and estimates are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

Certain critical accounting estimates in applying the Company's accounting policies are listed below.

Retirement benefit obligation

The Company has a defined-benefit pension scheme. The obligations under this scheme 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, return on assets and mortality rates. These assumptions vary from time to time depending on prevailing economic conditions. Details of the assumptions used are provided in note 23 to the consolidated financial statements for the year ended 31 March 2020. At 31 March 2020, the net liability included in the Statement of Financial Position was GBP9.4 million (2019: GBP8.6 million).

Impairment

The carrying value of property, plant and equipment and goodwill are tested annually for impairment as described in notes 10, 11, 12, and 14 to these condensed financial information. For the purposes of the annual impairment testing, the directors recognise Cash Generating Units ("CGUs") to be those assets attributable to an individual dealership, which represents the smallest group of assets which generate cash inflows that are independent from other assets or CGUs. The recoverable amount of each CGU is based on the higher of its fair value less costs to sell and its value in use. The fair value less costs to sell of each CGU is based upon the market value of any property contained within it and is determined by an independent valuer, and its value in use is determined through discounting future cash inflows (as described in detail in note 12). As a result of this review the directors considered that no impairments were required to the carrying value of property assets (2019: impairment charges of GBP1.0 million) (see notes 10, 11, 12 and 14).

Surplus ACT recoverable

The Company carries a balance of surplus unrelieved advanced corporation tax ("ACT") which can be utilised to reduce corporation tax payable subject to a restriction to 19% of taxable profits less shadow ACT calculated at 25% of dividends. Shadow ACT has no effect on the corporation tax payable itself but any surplus ACT on dividends must be fully absorbed before surplus unrelieved ACT can be utilised. In prior years, the Company has partially impaired the value of the ACT by GBP301,000 in order to avoid recognising an overall deferred tax asset. At 31 March 2020, the carrying value of surplus ACT is GBP835,000 (2019: GBP835,000) and shadow ACT is GBP845,000 (2019: GBP694,000). Uncertainty arises due to the estimation of future levels of profitability, levels of dividends payable and the reversal of deferred tax liabilities in respect of accelerated capital allowances and on unrealised capital gains. For example, a reduction in the Company's profitability could result in a delay in the utilisation of surplus unrelieved ACT. However, based on the Company's current projections, the directors have a reasonable expectation that the surplus ACT will be fully relieved against future corporation tax liabilities by 31 March 2028.

Support arrangements

On occasion, the Company can be assisted in the relocation, development and support of certain of its businesses. On receipt of these payments the Company forms a judgement whether the payment is capital in nature, in which case the payment is deducted from the capital cost of the development in question, or revenue in nature, in which case the payment is amortised over a two-year period from the date or relocation.

During the prior year, the Company received a contribution of GBP255,000 from a brand partner towards the cost of developing its Angmering dealership. The contribution agreement was not specific as to whether the amount contributed was in respect of the capital expenditure incurred by the Company, or in respect of other operating activities (such as marketing) which the Company was required to undertake as part of the relocation. Consequently, the directors needed to apply judgement in determining the appropriate accounting treatment. Having considered all information available, including the contribution agreement and past correspondence with the brand partner, the directors determined it appropriate to account for the contribution as capital in nature, and deducted the amount received from the carrying amount of property, plant and equipment assets associated with the Angmering dealership.

The directors considered an alternative treatment, including recognising the amount received over the rolling two-year term of the franchise agreement. This would have resulted in an increase in profit of GBP96,000 during the prior year ended 31 March 2019 and an increase in net assets of the same amount as at 31 March 2019, with the remaining GBP159,000 standing to be recognised over the remaining contractual period as follows: year ended 31 March 2020: GBP127,500, year ending 31 March 2021: GBP31,500.

   5.   Non-underlying items 

The following amounts have been presented as non-underlying items in these financial statements:

 
                                                               2020        2019 
                                                            GBP'000     GBP'000 
-------------------------------------------------------  ----------  ---------- 
  Net (loss)/profit on disposal of property, plant and 
   equipment                                                    (2)         (6) 
-------------------------------------------------------  ----------  ---------- 
  Other income, net                                             (2)         (6) 
-------------------------------------------------------  ----------  ---------- 
  Within operating expenses: 
   Service cost on pension scheme                              (25)        (27) 
  VAT claim recovery, net of professional fees                    -         315 
  VAT compliance provision movement                              44       (164) 
  Liquidation distribution received                              22          27 
  Equalisation of Guaranteed Minimum Pensions                     -       (851) 
  Property impairments                                            -       (945) 
-------------------------------------------------------  ----------  ---------- 
                                                                 41     (1,645) 
-------------------------------------------------------  ----------  ---------- 
  Non-underlying items within operating profit                   39     (1,651) 
-------------------------------------------------------  ----------  ---------- 
  Net finance expense on pension scheme                       (187)       (222) 
-------------------------------------------------------  ----------  ---------- 
  Non-underlying items within net finance expense             (187)       (222) 
-------------------------------------------------------  ----------  ---------- 
  Total non-underlying items before taxation                  (148)     (1,873) 
-------------------------------------------------------  ----------  ---------- 
  Taxation credit on non-underlying items                        28         356 
-------------------------------------------------------  ----------  ---------- 
  Total non-underlying items after taxation                   (120)     (1,517) 
-------------------------------------------------------  ----------  ---------- 
 

The following amounts have been presented as non-underlying items in these financial statements:

-- a periodic VAT inspection from HM Revenue & Customs carried out in a prior period identified certain items of non-compliance with relevant legislation. In the current period, a sum of GBP44,000 was credited to profit to release a surplus provision which was no longer deemed required;

   --    a sum of GBP22,000 was received from the liquidators of MG Rover Group Limited. 

In the prior period, the following items were recorded as non-underlying items:

-- a sum of GBP334,000 was recovered in respect of a VAT claim submitted to HM Revenue & Customs for VAT incorrectly accounted for on dealer contributions towards vehicle sales between 2012 and 2017. Net of costs of recovery, a credit of GBP315,000 was recognised to profit;

-- a periodic VAT inspection from HM Revenue & Customs identified certain items of non-compliance with relevant legislation. In the prior period, a sum of GBP164,000 was charged against profit to cover all items which had been resolved but not yet settled at the year-end;

   --    a sum of GBP27,000 was received from the liquidators of MG Rover Group Limited; 

-- following the setting of a legal precedent regarding the issue of equalisation of Guaranteed Minimum Pensions relating to the members of the defined-benefit pension scheme, a sum of GBP851,000 was charged against profit as being the best estimate of the cost of equalising pension entitlements between men and women;

-- the carrying values of two freehold properties were impaired by a total of GBP945,000 following advice from the Company's independent valuer, CBRE Limited (see notes 11 and 12).

   6.   Finance expense 
 
                                                       2020        2019 
                                                    GBP'000     GBP'000 
-----------------------------------------------  ----------  ---------- 
  Interest payable on bank borrowings                   440         356 
  Interest payable on inventory stocking loans          741         648 
  Interest on lease liabilities                          24           - 
  Finance costs amortised                               105         105 
  Preference dividends (see note 9)                      72          72 
-----------------------------------------------  ----------  ---------- 
  Finance expense                                     1,382       1,181 
-----------------------------------------------  ----------  ---------- 
 

No interest was capitalised in the current period.

Interest payable on bank borrowings for the prior period were after capitalising interest of GBP55,000 on additions to freehold properties at a rate of 2.6%.

The interest charged on lease liabilities arose from the implementation of IFRS 16 Leases with effect from 1 April 2019.

   7.   Tax 
 
                                                                2020        2019 
                                                             GBP'000     GBP'000 
--------------------------------------------------------  ----------  ---------- 
  Current tax 
  UK corporation tax                                               -       (261) 
  Adjustments recognised in the period for current tax 
   of prior periods                                               22        (22) 
--------------------------------------------------------  ----------  ---------- 
  Total credit/(charge)                                           22       (283) 
--------------------------------------------------------  ----------  ---------- 
  Deferred tax (see note 17) 
   Origination and reversal of temporary differences           (356)          21 
  Adjustments recognised in the period for deferred tax 
   of prior periods                                             (21)         124 
--------------------------------------------------------  ----------  ---------- 
  Total (charge)/credit                                        (377)         145 
--------------------------------------------------------  ----------  ---------- 
  Tax charged in the Income Statement                          (355)       (138) 
--------------------------------------------------------  ----------  ---------- 
 
 
   The tax (charge)/credit arises as follows:         2020        2019 
                                                   GBP'000     GBP'000 
----------------------------------------------  ----------  ---------- 
  On normal trading                                  (383)       (494) 
  On non-underlying items (see note 5)                  28         356 
----------------------------------------------  ----------  ---------- 
  Tax charged in the Income Statement                (355)       (138) 
----------------------------------------------  ----------  ---------- 
 

The charge for the year can be reconciled to the profit per the Income Statement as follows:

 
                                                                        2020        2019 
                                                                     GBP'000     GBP'000 
----------------------------------------------------------------  ----------  ---------- 
  Profit/(loss) before tax                                               103       (428) 
----------------------------------------------------------------  ----------  ---------- 
  Tax at the UK corporation tax rate of 19% (2019: 19%)                 (20)          81 
  Tax effect of expenses that are not deductible in determining 
   taxable profit                                                       (23)        (12) 
   Difference between accounts profits and taxable profits 
    on capital asset disposals                                             -         (1) 
  Other differences related primarily to the revaluation 
   of the pension scheme and from property impairments                 (134)       (173) 
  Effect of change in corporation tax rate                             (255)           - 
  Movement in rolled over and held over gains                             76         166 
  Impairment of Advanced Corporation Tax asset                             -       (301) 
  Adjustment to tax charge in respect of prior periods                     1         102 
----------------------------------------------------------------  ----------  ---------- 
  Tax charge for the year                                              (355)       (138) 
----------------------------------------------------------------  ----------  ---------- 
 

The total tax credit/(charge) for the year is made up as follows:

 
                                                                2020        2019 
                                                             GBP'000     GBP'000 
--------------------------------------------------------  ----------  ---------- 
  Total current tax credit/(charge)                               22       (283) 
--------------------------------------------------------  ----------  ---------- 
  Deferred tax charge 
  Charged/(credited) in the Income Statement                   (377)         145 
  Credited/(charged) against other comprehensive income          376       (257) 
--------------------------------------------------------  ----------  ---------- 
  Total deferred tax charge                                      (1)       (112) 
--------------------------------------------------------  ----------  ---------- 
  Total tax credit/(charge) for the year                          21       (395) 
--------------------------------------------------------  ----------  ---------- 
 

Factors affecting the future tax charge

The Company has unrelieved advance corporation tax of GBP1.4 million (2019: GBP1.4 million) which is available to be utilised against future mainstream corporation tax liabilities and is accounted for in deferred tax (see note 17).

The tax charge is impacted by the effect of non-deductible expenses which, for the prior year, included the impairment of property, plant and equipment, the charge for the equalisation of Guaranteed Minimum Pensions of members of the defined benefit pension scheme and by non-qualifying depreciation.

   8.   Earnings per ordinary share 

The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year.

Treasury shares are treated as cancelled for the purposes of this calculation.

The calculation of diluted earnings per share is based on the basic earnings per share, adjusted to allow for the issue of shares and the pots-tax effect of dividends and/or interest on the assumed conversion of all dilutive options and other dilutive potential ordinary shares.

Reconciliations of earnings and weighted average number of shares used in the calculations are set out below:

 
                                                        Underlying                Basic 
                                                       2020        2019        2020        2019 
                                                    GBP'000     GBP'000     GBP'000     GBP'000 
-----------------------------------------------  ----------  ----------  ----------  ---------- 
  Profit/(loss) before tax                              103       (428)         103       (428) 
  Adjustments: 
  Non-underlying items (note 5)                         148       1,873           -           - 
-----------------------------------------------  ----------  ----------  ----------  ---------- 
  Profit/(loss) before tax                              251       1,445         103       (428) 
  Tax (note 7)                                        (383)       (493)       (355)       (138) 
-----------------------------------------------  ----------  ----------  ----------  ---------- 
  Profit/(loss) after tax                             (132)         952       (252)       (566) 
-----------------------------------------------  ----------  ----------  ----------  ---------- 
  (Deficit)/earnings per share (pence)               (4.9)p       35.3p      (9.4)p     (21.0)p 
  Diluted (deficit)/earnings per share (pence)       (4.9)p       35.3p      (9.4)p     (21.0)p 
-----------------------------------------------  ----------  ----------  ----------  ---------- 
 
 
                                                                  2020        2019 
                                                               GBP'000     GBP'000 
----------------------------------------------------------  ----------  ---------- 
  Underlying (deficit)/earnings after tax                        (132)         952 
  Underlying (deficit)/earnings per share (pence)               (4.9)p       35.3p 
  Underlying diluted (deficit)/earnings per share (pence)       (4.9)p       35.3p 
----------------------------------------------------------  ----------  ---------- 
  Non-underlying losses after tax                                (120)     (1,517) 
  (Losses)/earnings per share (pence)                           (4.5)p     (56.3)p 
  Diluted (losses)/earnings per share (pence)                   (4.5)p     (56.3)p 
----------------------------------------------------------  ----------  ---------- 
  Total deficit                                                  (252)       (566) 
----------------------------------------------------------  ----------  ---------- 
  Deficit per share (pence)                                     (9.4)p     (21.0)p 
  Diluted deficit per share (pence)                             (9.4)p     (21.0)p 
----------------------------------------------------------  ----------  ---------- 
 

The number of fully paid ordinary shares in circulation at the year-end was 2,694,790 (2019: 2,694,790). The weighted average number of shares in issue for the purposes of the earnings per share calculation were 2,694,790 (2019: 2,694,790). The shares granted under the Company's SAYE scheme have not been treated as dilutive as the market price at 31 March 2020 of GBP2.80 was less than the option price of GBP3.99.

   9.   Dividends 
 
                                                                2020        2019 
                                                             GBP'000     GBP'000 
--------------------------------------------------------  ----------  ---------- 
  Preference shares 
  7% Cumulative First Preference                                  12          12 
  11% Cumulative Preference                                       48          48 
  6% Cumulative Second Preference                                 12          12 
--------------------------------------------------------  ----------  ---------- 
  Included in finance expense (see note 6)                        72          72 
--------------------------------------------------------  ----------  ---------- 
  Ordinary shares 
  Interim dividend paid in respect of the current year 
   of 7.5p (2019: 7.5p)                                          202         202 
  Final dividend paid in respect of the March 2019 year 
   end of 15.0p (2018: 7.5p)                                     404         404 
--------------------------------------------------------  ----------  ---------- 
                                                                 606         606 
--------------------------------------------------------  ----------  ---------- 
 

No final dividend was declared in respect of the year ended 31 March 2020. In the prior year, a final dividend of 15.0 pence was declared which absorbed GBP404,000 of shareholders' funds.

   10.   Right-of-use assets 
 
                                               2020 
                                            GBP'000 
--------------------------------------   ---------- 
  Deemed cost 
  At 1 April 2019, on implementation            947 
  Additions in the year                         234 
---------------------------------------  ---------- 
  At 31 March 2020                            1,181 
---------------------------------------  ---------- 
  Accumulated depreciation                        - 
   At 1 April 2019, on implementation 
  Depreciation for the year                     256 
---------------------------------------  ---------- 
  At 31 March 2020                              256 
---------------------------------------  ---------- 
  Net book value 
   At 31 March 2020                             925 
---------------------------------------  ---------- 
 

The Company implemented IFRS 16 with effect from 1 April 2019 and the accounting policy adopted is set out in detail on pages 56 and 57. In addition to one lease that was capitalised on implementation of IFRS 16, one further property was added in the year as a result of a lease entered into by the Company in December 2019.

Depreciation and impairment charges of GBP256,000 (2019: GBPnil) in respect of Right-of-use assets is recognised within Administration Expenses in the Income Statement.

   11.   Property, plant and equipment 
 
                                Freehold     Assets under        Leasehold     Fixtures       Plant & 
                                property     construction     improvements            &     machinery        Total 
                                 GBP'000          GBP'000          GBP'000     fittings       GBP'000      GBP'000 
                                                                                GBP'000 
---------------------------  -----------  ---------------  ---------------  -----------  ------------  ----------- 
  Cost or deemed 
   cost 
  At 1 April 2019                 40,748                -              690        4,804         6,086       52,328 
  Additions at 
   cost                                4                -               38          461           477          980 
  Disposals                            -                -                -         (45)          (46)         (91) 
---------------------------  -----------  ---------------  ---------------  -----------  ------------  ----------- 
  At 31 March 2020                40,752                -              728        5,220         6,517       53,217 
---------------------------  -----------  ---------------  ---------------  -----------  ------------  ----------- 
  Accumulated depreciation 
  At 1 April 2019                  4,955                -              445        3,168         4,535       13,103 
  Depreciation 
   charge 
   for the year                      575                -               62          471           312        1,420 
  Disposals                            -                -                -         (43)          (46)         (89) 
---------------------------  -----------  ---------------  ---------------  -----------  ------------  ----------- 
  At 31 March 2020                 5,530                -              507        3,596         4,801       14,434 
---------------------------  -----------  ---------------  ---------------  -----------  ------------  ----------- 
  Net book value 
  31 March 2020                   35,222                -              221        1,624         1,716       38,783 
---------------------------  -----------  ---------------  ---------------  -----------  ------------  ----------- 
 

Short-term leasehold property for both the Company and the Group comprises GBP221,000 at net book value in the Statement of Financial Position (2019: GBP245,000).

Additions to freehold property includes interest capitalised of GBPnil (2019: GBP55,000) (see note 6).

Depreciation and impairment charges of GBP1,420,000 (2019: GBP1,248,000) in respect of Property, plant and equipment is recognised within Administration Expenses in the Income Statement.

In assessing the Company's CGUs for impairment, the directors base their assessment of the recoverable amount on the higher of fair value less selling costs and value in use. In the prior year, owing to a decline in the market value of fixed assets at one freehold property, the fair value less selling costs of those assets declined by GBP545,000 to GBP7,963,000, and an impairment charge of GBP545,000 was recognised in the Income Statement, as part of Administration Expenses.

The fair value measurement of the CGU in its entirety was categorised as a Level 3 within the hierarchy set out in IFRS 13 Fair Measurement. The following were key assumptions on which the directors based their determination of fair value less costs of disposal in respect of that CGU:

   --    Market value of buildings per square foot: GBP299 
   --    Market value of site per acre: GBP2,187,000 
   --    Costs of disposal: 1.5% of fair value 

The Company valued its portfolio of freehold premises and investment properties as at 31 March 2020. The valuation was carried out by CBRE Limited, Chartered Surveyors, in accordance with the Royal Institution of Chartered Surveyors valuation - global and professional standards requirements. The valuation is based on existing use value which has been calculated by applying various assumptions as to tenure, letting, town planning, and the condition and repair of buildings and sites including ground and groundwater contamination. The outbreak of the novel coronavirus (covid-19), declared by the World Health Organisation as a "Global Pandemic" on the 11 March 2020, had a significant impact on global financial markets and travel restrictions were implemented by many countries. Market activity was adversely impacted in many sectors. As at the valuation date, CBRE therefore considered that they could attach less weight to previous market evidence for comparison purposes, when informing opinions of value. Indeed, they noted in their report that the current response to covid-19 meant that they were faced with an unprecedented set of circumstances on which to base a judgement. Their valuations were therefore reported as being subject to a 'material valuation uncertainty' as set out in VPS 3 and VPGA 10 of the RICS Valuation - Global Standards. Consequently, less certainty - and a higher degree of caution - should be attached to their valuation than would normally be the case, given the unknown future impact that covid-19 might have on the real estate market. CBRE noted in their

report, for the avoidance of doubt, that the inclusion of their 'material valuation uncertainty' declaration above did not mean that the valuation could not be relied upon. Rather, the declaration was included to ensure transparency of the fact that - in the current extraordinary circumstances - less certainty could be attached to the valuation than would otherwise be the case. CBRE noted that the material uncertainty clause was to serve as a precaution and did not invalidate the valuation. Other than in relation to the caveat noted above, management are satisfied that this valuation is materially accurate. The excess of the valuation over net book value as at 31 March 2020 of those sites was GBP11.8 million (2019: GBP11.2 million). In accordance with the Company's accounting policies, this surplus has not been incorporated into these financial statements.

   12.   Investment properties 
 
                                             2020 
                                          GBP'000 
------------------------------------   ---------- 
  Cost 
  At 1 April 2019 and 31 March 2020         9,650 
-------------------------------------  ---------- 
  Accumulated depreciation 
   At 1 April 2019                          1,481 
  Depreciation for the year                   117 
-------------------------------------  ---------- 
  At 31 March 2020                          1,598 
-------------------------------------  ---------- 
  Net book value 
   At 31 March 2020                         8,052 
-------------------------------------  ---------- 
 

Depreciation and impairment charges of GBP117,000 (2019: GBP108,000) in respect of Investment properties is recognised within Administration Expenses in the Income Statement.

The Company owns a freehold property which is leased out to a third-party motor retail group, and accordingly accounts for the property as an investment property. In the prior year, an impairment charge of GBP400,000 was recognised in the Income Statement, as part of Administration Expenses. This investment property represents the only asset included in that CGU. In assessing this property for impairment, the directors based their assessment of the recoverable amount on fair value less selling costs.

The fair value measurement of the CGU in its entirety was categorised as a Level 3 within the hierarchy set out in IFRS 13 Fair Measurement. The valuation technique that is used to measure the fair value less costs of disposal is consistent with that applied in respect of the Company's property, plant and equipment which is set out in note 11. The following are key assumptions on which the directors based their determination of fair value less costs of disposal in respect of that CGU:

   --    Market value of buildings per square foot: GBP211 
   --    Market value of site per acre: GBP2,670,000 
   --    Initial and reversionary yields: 6.7% and 7.0% respectively 
   --    Costs of disposal: 1.5% of fair value 

As described in note 12, the total excess of the valuation over net book value as at 31 March 2020 was GBP11.8 million (2019: GBP11.2 million). Investment properties accounted for GBP0.7 million (2019: GBP0.4 million) of this surplus.

   13.   Net investment in lease 
 
                                      2020        2019 
                                   GBP'000     GBP'000 
------------------------------  ----------  ---------- 
  Due after more than one year         730           - 
  Due within one year                  178           - 
------------------------------  ----------  ---------- 
  At 31 March 2020                     908           - 
------------------------------  ----------  ---------- 
 

The Company implemented IFRS 16 with effect from 1 April 2019 and the accounting policy adopted is set out in detail on pages 56 and 57.

The premises shown above are sub-let to a third-party under a lease which has the same terms and duration as the Company's own lease.

   14.   Goodwill 
 
   Group and Company:                        2020        2019 
                                          GBP'000     GBP'000 
-------------------------------------  ----------  ---------- 
  Cost 
  At 1 April 2019 and 31 March 2020           481         481 
-------------------------------------  ----------  ---------- 
  Provision for impairment 
  At 1 April 2019 and 31 March 2020           195         195 
-------------------------------------  ----------  ---------- 
  Carrying amounts allocated to CGUs 
  Volkswagen, Brighton                        200         200 
  Audi, Eastbourne                             86          86 
-------------------------------------  ----------  ---------- 
  At 31 March 2020                            286         286 
-------------------------------------  ----------  ---------- 
 

For the purposes of the annual impairment testing, goodwill is allocated to a CGU. Each CGU is allocated against the lowest level within the entity at which goodwill is monitored for management purposes. Consequently, the directors recognise CGUs to be those assets attributable to individual dealerships and the table above sets out the allocation of goodwill into the individual dealership CGUs. The carrying amount of goodwill allocated to the Volkswagen, Brighton CGU is the only amount considered significant in comparison with the Group's total carrying amount of goodwill.

Goodwill impairment reviews are undertaken annually, or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable and a potential impairment may be required. Impairment reviews have been performed for all CGUs for the years ended 31 March 2020 and 2019.

Valuation basis

The recoverable amount of each CGU is based on the higher of its fair value less selling costs and value in use. The fair value less selling costs of each CGU is based initially upon the market value of any property contained within it and is determined by an independent valuer as described in note 11. Where the fair value less selling costs of a CGU indicates that an impairment may have occurred, a discounted cash flow calculation is prepared in order to assess the value in use of that CGU, involving the application of a pre-tax discount rate to the projected, risk-adjusted pre-tax cash inflows and terminal value.

Period of specific projected cash flows (Volkswagen, Brighton CGU)

The recoverable amount of the Volkswagen, Brighton CGU is based on value in use. Value in use is calculated using cash flow projections for a five-year period from 1 April 2020 to 31 March 2025. These projections are based on the most recent budget which has been approved by the board being the budget for the year ending 31 March 2021. The key assumptions in the most recent annual budget on which the cash flow projections are based relate to expectations of sales volumes and margins, and expectations around changes in the operating cost base. These assumptions are based on past experience, adjusted to expected changes, and on external sources of information. The cash flows include ongoing capital expenditure required to maintain the dealership, but exclude any growth capital expenditure projects to which the Group was not committed at the reporting date.

Growth rates, ranging from -25% (2019: -5%) to 131% (2019: 70%) have been used to forecast cash flows for a further four years beyond the budget period, through to 31 March 2025. These growth rates reflect the products and markets in which the CGU operates. These growth rates do not give rise to an impairment. Growth rates are internal forecasts based on a combination of internal and external information.

Discount rate

The cash flow projections have been discounted using a rate derived from the Group's pre-tax weighted average cost of capital, adjusted for industry and market risk. The discount rate used was 12.4% (2019: 12.4%).

Terminal growth rate

The cash flows subsequent to the forecast period are extrapolated into the future over the useful economic life of the CGU using a steady or declining growth rate that is consistent with that of the product and industry. These cash flows form the basis of what is referred to as the terminal value. The growth rate to perpetuity beyond the initial budgeted cash flows used in the value in use calculations to arrive at a terminal value is 0.5% (2019: 0.5%). Terminal growth rates are based on management's estimate of future long-term average growth rates.

Conclusion

At 31 March 2020, no impairment charge in respect of goodwill was identified (2019: no impairment charge).

Sensitivity to changes in key assumptions

Impairment testing is dependent on estimates and judgements, particularly as they relate to the forecasting of future cash flows. The outcome of the impairment test is not sensitive to reasonably possible changes in respect of the projected cash flows, the discount rate applied, nor in respect of the terminal growth rate assumed.

15. Inventories

 
   Group and Company:                    2020        2019 
                                      GBP'000     GBP'000 
---------------------------------  ----------  ---------- 
  Vehicles                             21,395      21,903 
  Vehicles on consignment              17,408      11,502 
  Oil, spare parts and materials          920       1,058 
  Work in progress                          5           5 
---------------------------------  ----------  ---------- 
  At 31 March 2020                     39,728      34,468 
---------------------------------  ----------  ---------- 
 
 
   Group and Company:                                          2020        2019 
                                                            GBP'000     GBP'000 
-------------------------------------------------------  ----------  ---------- 
  Inventories recognised as an expense during the year      164,996     176,594 
  Inventories stated at fair value less costs to sell           810         957 
  Carrying value of inventories subject to retention 
   of title clauses                                          25,541      20,789 
-------------------------------------------------------  ----------  ---------- 
 

All vehicle inventories held under consignment stocking arrangements are deemed to be assets of the Group and are included on the Statement of Financial Position from the date of consignment. The corresponding liabilities to the manufacturers are included within trade and other payables. Inventories can be held on consignment for a maximum consignment period set by the manufacturer, which is generally between 180 and 365 days. Interest is payable in certain cases for part of the consignment period, at various rates indirectly linked to the Bank of England base rate.

During the year, GBP39,000 was recognised in respect of the write-down of inventories of spare parts due to general obsolescence (2019: 43,000).

   16. Trade   and other payables 
 
                                                    2020        2019 
                                                 GBP'000     GBP'000 
--------------------------------------------  ----------  ---------- 
  Trade payable                                   10,918      17,209 
  Obligations relating to consignment stock       17,408      11,502 
  Vehicle stocking loans                           7,315       7,860 
  Social security and other taxes                    549       1,157 
  Accruals                                         1,283       1,493 
  Deferred income                                    592         590 
  Other creditors                                    281          75 
--------------------------------------------  ----------  ---------- 
  Group total                                     38,346      39,886 
  Amounts owed to Group undertakings                 250         250 
--------------------------------------------  ----------  ---------- 
  Company total                                   38,596      40,136 
--------------------------------------------  ----------  ---------- 
 

Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for these trade-related purchases is 25 days (2019: 24 days).

The directors consider that the carrying amount of trade payables approximates to fair value.

The Group finances the purchases of new car inventory through the use of consignment funding facilities provided by its manufacturer partners and which are shown above as Obligations relating to consignment stock. Vehicles are physically supplied by the manufacturers with payment deferred until the earlier of the registration of the vehicle or the end of the consignment period, generally 180 days. In certain circumstances consignment periods can be extended with the agreement of the manufacturer. The consignment funding facilities attract interest at a commercial rate.

The Group utilises vehicle stocking loans to assist with the purchase of certain used car inventory. Facilities are available from both its manufacturer partners and a third-party finance provider and are generally available for a period of 90 days from the date of purchase. These vehicle stocking loans attract interest at a commercial rate.

Interest charges on consignment stocking loans and vehicle stocking loans described above for the year ended 31 March 2020 were GBP741,000 (2019: GBP648,000).

The obligations relating to consignment stock are all subject to retention of title clauses for the vehicles to which they relate. Obligations for used and demonstrator cars which have been funded are secured on the vehicles to which they relate and are shown above as vehicle stocking loans. From a risk perspective, the Company's funding is split between manufacturers through their related finance arms and that funded by the Company through bank borrowings.

The movements in deferred income in the year were as follows:

 
                                                     2020        2019 
                                                  GBP'000     GBP'000 
---------------------------------------------  ----------  ---------- 
  At 1 April 2019                                     590         590 
  Utilisation of deferred income in the year      (1,300)     (1,216) 
  Income received and deferred in the year          1,302       1,216 
---------------------------------------------  ----------  ---------- 
  At 31 March 2020                                    592         590 
---------------------------------------------  ----------  ---------- 
 
   17.   Deferred tax 

The following are the major deferred tax assets and liabilities recognised and the movements thereon during the current and prior reporting period.

 
                     Accelerated    Unrealised     Retirement      Sale of     Short-term 
                             tax       capital        benefit    Business/      temporary     Recoverable 
                    depreciation         gains    obligations          tax    differences             ACT        Total 
                         GBP'000       GBP'000        GBP'000       losses        GBP'000         GBP'000      GBP'000 
                                                                   GBP'000 
----------------  --------------  ------------  -------------  -----------  -------------  --------------  ----------- 
 
  At 1 April 
   2019                    (928)       (1,357)          1,458            -            (8)             835            - 
  Change in 
   tax rates 
   and prior 
   year 
   adjustments               117         (409)             17            -            (1)               -        (276) 
  Timing 
   differences             (131)            76           (59)           28           (14)               -        (100) 
  Recognised 
   in 
   other 
   comprehensive 
   income                      -             -            376            -              -               -          376 
----------------  --------------  ------------  -------------  -----------  -------------  --------------  ----------- 
  At 31 March 
   2020                    (942)       (1,690)          1,792           28           (23)             835            - 
----------------  --------------  ------------  -------------  -----------  -------------  --------------  ----------- 
 

The Company carries a balance of surplus unrelieved advanced corporation tax ("ACT") which can be utilised to reduce corporation tax payable subject to a restriction of 19% of taxable profits less shadow ACT calculated at 25% of shareholder ordinary dividends. Shadow ACT has no effect on the corporation tax payable itself but any surplus shadow ACT on dividends must be fully absorbed before surplus unrelieved ACT can be utilised. The value of surplus ACT is GBP1,136,000 (2019: GBP1,136,000) and shadow ACT is GBP845,000 (2019: GBP694,000).

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and it is considered that this requirement is fulfilled. The offset amounts are as follows:

 
                                   2020        2019 
                                GBP'000     GBP'000 
---------------------------  ----------  ---------- 
  Deferred tax liabilities      (2,655)     (2,293) 
  Deferred tax assets             2,655       2,293 
---------------------------  ----------  ---------- 
  At 31 March 2020                    -           - 
---------------------------  ----------  ---------- 
 

The unrealised capital gains include deferred tax on gains recognised on revaluing the land and buildings in 1995 and where potentially taxable gains arising from the sale of properties have been rolled over into replacement assets. Such tax would become payable only if such properties were sold without it being possible to claim rollover relief.

Trading losses of GBP147,000 (2019: GBPNil) are available for use in future periods.

   18.   Notes to the cash flow statement 
 
                                                                    2020        2019 
                                                                 GBP'000     GBP'000 
------------------------------------------------------------  ----------  ---------- 
  Profit/(loss) before tax for the year                              103       (428) 
  Adjustments for net finance expense                              1,569       1,403 
------------------------------------------------------------  ----------  ---------- 
                                                                   1,672         975 
  Adjustments for: 
  Depreciation of property, plant and equipment, investment 
   properties and 
   right-of-use assets                                             1,793       1,356 
  Impairment against property, plant and equipment and 
   investment properties                                               -         945 
  Cash payments into the defined-benefit pension scheme            (523)       (511) 
  Loss on disposal of property, plant and equipment                    2           6 
  Share-based payments                                                56          56 
------------------------------------------------------------  ----------  ---------- 
  Operating cash flows before movements in working capital         3,000       2,827 
  Decrease/(increase) in inventories                                 646     (1,662) 
  Decrease in receivables                                          4,479       1,395 
  (Decrease)/increase in payables                                (7,422)       2,500 
------------------------------------------------------------  ----------  ---------- 
  Cash generated by operations                                       703       5,060 
  Tax paid, net of refunds                                         (147)       (120) 
  Interest paid                                                  (1,358)     (1,181) 
------------------------------------------------------------  ----------  ---------- 
  Net cash (absorbed)/derived from operating activities            (802)       3,759 
------------------------------------------------------------  ----------  ---------- 
 

Reconciliation of debt

 
   Group and                Bank            Revolving    Bank overdrafts,            Lease     Preference          Net 
   Company:                loans      credit facility         net of cash      Liabilities         shares         debt 
                         GBP'000              GBP'000             in hand          GBP'000        GBP'000      GBP'000 
                                                                  GBP'000 
-------------------  -----------  -------------------  ------------------  ---------------  -------------  ----------- 
  At 1 April 2019          9,500                4,000                  92            2,038            812       16,442 
  Movement                 (781)                    -               3,430            (185)              -        2,464 
-------------------  -----------  -------------------  ------------------  ---------------  -------------  ----------- 
  At 31 March 2020         8,719                4,000               3,522            1,853            812       18,906 
-------------------  -----------  -------------------  ------------------  ---------------  -------------  ----------- 
  Current 
   liabilities               875                    -               3,522              491              -        4,888 
  Non-current 
   liabilities             7,844                4,000                   -            1,362            812       14,018 
-------------------  -----------  -------------------  ------------------  ---------------  -------------  ----------- 
  At 31 March 2020         8,719                4,000               3,522            1,853            812       18,906 
-------------------  -----------  -------------------  ------------------  ---------------  -------------  ----------- 
 

The Company implemented IFRS 16 Leases with effect from 1 April 2019 which resulted in the reclassification of two leases with an assumed asset and liability value of GBP2,038,000.

   19.   Legal contingent liability 

In September 2015, Volkswagen Aktiengesellschaft announced that certain diesel vehicles manufactured by Volkswagen, Skoda, SEAT and Audi, which contain 1.2, 1.6 and 2.0 litre EA 189 diesel engines were fitted with software which is thought to have operated such that when the vehicles were experiencing test conditions, the characteristics of nitrogen oxides ("NOx") were affected. The vehicles remain safe and roadworthy.

Technical measures have been approved by the German type approval authority, the Kraftfahrt-Bundesamt (the "KBA") in respect of Volkswagen and Audi branded vehicles, by the UK type approval authority, the Vehicle Certification Agency (the "VCA") in respect of Skoda branded vehicles, and by the Ministerio de Industria, Energía y Turismo (the "MDI") in respect of SEAT branded vehicles. The KBA and VCA have confirmed for all affected vehicles that the implementation of all technical measures does not adversely impact fuel consumption figures, CO(2) emissions figures, engine output, maximum torque and noise emissions. The MDI is also content that the technical measures be applied to those SEAT vehicles for which they are the relevant approval authority.

Notwithstanding the above, claims on behalf of multiple claimants, arising out of or in relation to their purchase or acquisition on finance of a Volkswagen Group vehicle affected by the NOx issue, have been brought against a number of Volkswagen entities and dealers, including Caffyns. Caffyns has been named as a Defendant on 14 claim forms alleging fraudulent misrepresentation, breach of contract, breach of statutory duty, breach of the Consumer Credit Act 1974 and a breach of the Consumer Protection from Unfair Trading Regulations 2008. In total, there are 313 claims being jointly brought against Caffyns.

In December 2019, a hearing took place in the High Court of England and Wales on two preliminary issues:

(i) "Is the High Court of England and Wales bound by the finding of the competent EU type approval authority that a vehicle contains a defeat device in circumstances where that finding could have been, but has not been, appealed by the manufacturer; and/or is it an abuse of process for the Defendants to seek collaterally to attack the KBA's reasoning or conclusions by denying that the affected vehicles contain defeat devices ?"; and

(ii) "Where a vehicle's engine control unit is capable of identifying the New European Driving Cycle test and operates in a different mode during the test by altering the rate of exhaust gas recirculation to reduce NOx emissions, does the vehicle contain a "defeat device" within the meaning of Article 3(10) of Regulation 715/2007/EC ?"

Judgment was received on 30 March 2020. On the first preliminary issue, the Court found that it was bound by the KBA's ordinance that the software was a defeat device. The same was not true in relation to the VCA. On the second preliminary issue, the court found that the software was a prohibited defeat device. Volkswagen Group is seeking permission from the Court of Appeal to appeal this judgment.

At present, no timetable has been set for the remainder of the case; the relevant issues of liability, loss and causation are not yet decided. It is therefore too early to assess reliably the merit of any claim and so we cannot confirm that any future outflow of resources is probable.

Volkswagen Group has agreed to indemnify the Company for the reasonable legal costs of defending the litigation and any damages and adverse legal costs that the Company may be liable to pay to the claimants as a result of the litigation and the conduct of the Volkswagen Group. The possibility, therefore, of an economic cost to the Company resulting from the defence of the litigation is remote.

Accordingly, no provision for liability has been made in these financial statements.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR FLFVLDSIRLII

(END) Dow Jones Newswires

July 17, 2020 02:00 ET (06:00 GMT)

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