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Half Yearly Report

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RNS Number : 5012U
Laird PLC
30 July 2015
 



Laird PLC results for the 6 months ended 30 June 2015 (unaudited)

 

Financial Highlights

6 months to 30/06/2015

6 months to 30/06/2014  

Increase

Revenue, £

£305.9m

£252.6m

+21%

Revenue, US$1

$466.5m

$421.3m

+11%

Underlying operating profit2, US$

$46.9m

$39.2m

+20%

Underlying operating margin

10.1%

9.3%


Underlying profit before tax3

£26.9m

£19.8m

+36%

Underlying basic earnings per share3,4  

7.9p

6.1p

+30%

Statutory profit before tax

£21.6m

£16.0m

+35%

Statutory basic earnings per share4

5.5p

3.5p

+57%

Interim dividend per share

4.40p

4.27p

+3%





Good first half performance in line with expectations

·     21% increase in total Sterling revenue, reflecting underlying growth and favourable currency movements.

·     11% organic5 revenue growth in constant currency, driven by strong performances in smartphones and automotive telematics, tempered by lower growth in telecoms mobile infrastructure.

·     20% increase in underlying US$ operating profit, with improvement in underlying operating margin, benefitting from increased volumes in smartphones and a full period contribution from Model Solution.

·     36% increase in underlying profit before tax to £26.9m, underpinned by strong underlying performance with a favourable currency benefit of circa 10%.

·     35% increase in statutory profit before tax to £21.6m (2014: £16.0m).

·     Operating cash flow conversion of 94%.

·     Interim dividend increased by 3% to 4.40p (2014: 4.27p).

Consistent execution against our strategy

·     Eight consecutive quarters of organic revenue growth, averaging 9%.

·     Good H1 performance underpinned by strong customer engagement, innovation and the benefit of prior year investments in our manufacturing footprint.

·     Incremental revenue growth from both new and existing customers, demonstrating our successful focus on customer diversification and engagement.

·     Historical second half weighting less marked than in prior years.

·     New telematics facility in Brazil on track to open in the second half of the year.

David Lockwood, Chief Executive, commented:  "Our business performed well in the first half of the year. We continue to drive our strategy of diversifying revenue between sectors and, within those sectors, across market-leading customers. As such, we are increasingly well positioned to benefit from the growth in the 'Enterprise Internet of Things'.

"The investment we have made in our people, technology, systems and facilities is delivering operational improvements. This has helped us win new business and contributed to a strong first half. 

"As a result of this progress, our expectations for the full year remain unchanged."

Enquiries:



Laird PLC

David Lockwood, Chief Executive

Cynthia Alers, VP, Director Investor Relations

MHP

Reg Hoare

Tim Rowntree

 

Jamie Ricketts

Ollie Hoare

Tel:        +44 (0)20 7468 4040

Tel:        +44 (0)20 3128 8100

 

notes:

Laird is a global technology company focused on providing systems, components and solutions that protect

electronics from electromagnetic interference and heat, and that enable connectivity in mission-critical

wireless applications and antennae systems. We are a global leader in the field of innovative radio

frequency ("RF") engineering.

 

A presentation for analysts and investors will be held today at 8.30 am at the London Stock Exchange, 10 Paternoster Square, London EC4M 7LS.  A live webcast of the presentation will be hosted on www.laird-plc.com.  A replay of the webcast will also be available on our website a few hours after the live broadcast. 

 

Laird will host a capital markets day for analysts and investors on Thursday, 1 October 2015.

 

1          Sterling figures have been translated at $1.52/£, the average exchange rate for the period (2014 equivalent: $1.67/£).

2          Underlying operating profit and underlying operating margin are stated before exceptional items, amortisation of acquired intangible assets, gain or loss on disposal of businesses and acquisition transaction costs.

3          Underlying profit before tax and underlying earnings per share are stated before exceptional items, amortisation of acquired intangible assets, deferred tax on acquired intangible assets, goodwill and US capitalised development costs, gain or loss on disposal of businesses, impact arising from the fair valuing of financial instruments and acquisition transaction costs.

4          Earnings per share is calculated on a weighted average number of shares of 267.2m (2014:  266.7m).

5          Organic revenue growth is calculated on a pro-forma basis, restating prior year comparatives as if acquisitions were owned in the equivalent period in the prior year.

 

Operating review

Our businesses performed well in the first half of the year, with a strong performance in smartphones and telematics, although the global slowdown in mobile telecom infrastructure affected performance in the second quarter.

Total sterling revenue increased 21% to £305.9m (2014: £252.6m) driven by organic growth, a full period contribution from Model Solution (acquired April 2014) and the translation benefit from a more favourable exchange rate for the US dollar relative to Sterling.  In US$, revenue grew 11% to $466.5m (H1 2014:  $421.3m).  On an organic basis in constant currency, revenue increased 11%. 

Strong customer engagement in the early product design stages and our ability to meet and exceed customer expectations underpinned our growth and led to incremental new business gains with smartphone and automotive customers.   We also developed new products for the wearables and notebook segments, both of which show early promise.  Our expertise in protecting electronics from heat and signal interference and ensuring seamless, mission-critical connectivity in hostile environments underpins our long term growth, as does our strategic focus on attractive niche markets in connected transport, connected health, wireless industry automation (industry 4.0) and 4G/5G mobile telecoms infrastructure investment. 

We continue to diversify across our target markets with new customer wins in the medical and food & beverage sectors.    Collaboration across our businesses also continues to increase under the One Laird banner, especially in Wireless Automation and Control Systems (WACS) where our businesses worked together to offer customers innovative, complex solutions for wireless connectivity.

Our new telematics facility in Brazil is on track to open in the second half of the year.  The new management team is already in place, and we anticipate commencing production for several customers before the end of the year.  Our Performance Materials facility in Vietnam, which opened last year, is also working well.

Underlying operating margin increased to 10.1% against 9.3% in the first half of 2014, largely benefitting from improved operating leverage on higher volumes.  As in previous years, we expect that operating profit, and the resulting effect on net margin, will again be weighted to the second half of the year.  We anticipate that net margins for the full year will remain largely unchanged from the prior year due in part to the intention to fund a fuller employee bonus programme, subject to meeting internal targets, than the relatively low level paid out in 2014. 

Divisional review

Performance materials

6 months to 30 June

2015

£m

2014

£m

Change

2015

US$m

2014

US$m

Change

Revenue

193.3      

157.3

+23%

294.7

262.4

+12%

Underlying operating profit

22.1

17.1

+29%

33.7

28.6

+18%

Underlying operating margin

11.4%

10.9%


11.4%

10.9%


 

Performance Materials revenue in US$ grew 12% to $294.7m (2014: $262.4) with organic growth in constant currency of 12%. Underlying operating profit increased 18% to $33.7m (2014: $28.6m), and underlying operating margin was 11.4% (2014: 10.9%).

Shielding solutions for our two largest smartphone customers performed strongly over the period with revenue for smartphones up 39% to $80m.  Shielding solutions for the automotive sector continue to grow, following our strategic focus on diversifying across industry sectors and applying our expertise to under-exploited industry segments. 

Our customer base for engineered thermal solutions further expanded in medical applications.  A major contract supplying a new customer in the food and beverage industry was also won, another example of our successful customer diversification strategy. 

Overall revenue performance for the thermal product range was marginally lower, held back by lower revenues for telecoms mobile infrastructure in the second quarter.  For the six month period, revenues for this market segment are $6m lower for the division. 

Gaming consoles were lower against a strong comparable performance in the first half of 2014 when we continued to benefit from a major new product launched by a customer at the end of 2013.

Model Solution performed well, improving its share of its domestic market and expanding its international presence in rapid prototyping, showing good traction with US technology start-ups. 

Performance Materials provides critical protection for a wide range of electronic devices, at the chip, printed circuit board and systems level, allowing these devices to function and connect effectively.  The growth of thinner, more powerful electronic devices customised to new forms and applications with added features continues to drive customer demand for our global expertise in electromagnetic shielding, thermal management and rapid prototyping ability.  Our focus on winning customer mindshare has resulted in new projects across our customer base, including in automotive, notebooks and wearables, which offer promising future revenue streams. 

Wireless Systems

6 months to 30 June

2015

£m

2014

£m

Change

2015

US$m

2014

US$m

Change

Revenue

112.6

95.3

+18%

171.8

158.9

+8%

Underlying operating profit

12.2

9.7

+26%

18.7

16.1

+16%

Underlying operating margin

10.8%

10.2%


10.9%

10.1%


 

Wireless Systems revenue in US$ grew 8% to $171.8m (2014: $158.9m) with organic growth in constant currency of 11%.  Underlying operating profit grew 16% to $18.7m (2014: $16.1m), and underlying operating margin was 10.9% (2014: 10.1%).

The Telematics/M2M business unit performed well, achieving revenue growth of 15%, and continues to go from strength to strength, winning new contracts from a range of global automotive manufacturers.  We were the first company to design 4G in-car antennae late last year which has led to additional new business design wins.  The investment we made last year in the Chinese automotive market has led to our establishing a good base with Chinese domestic manufacturers.

Government regulators in both the US and Europe are developing national connectivity architectures as the first step in building the connected highway.  We are exploring the application of our connectivity expertise to this exciting market through our smart antennae.  We are in discussions with a major automotive manufacturer on developing this capability further.

We are proud to have received, for the second year running, Caterpillar's Platinum Level supplier certificate which is only awarded to a very limited number of suppliers.

Revenue for our Bluetooth, Bluetooth Low Energy and Wi-Fi connectivity control solutions performed well.  We continue to target the medical market with good success as the medical sector is increasingly looking to use mission-critical wireless connectivity in managing data collection, clinical applications and patient monitoring.  We anticipate that this will be a good growth market for us in future. 

Infrastructure Antennae Systems won a new installation contract in UAE and for one of London's landmark skyscrapers.  Overall, however, revenue was 9% lower due to the slowdown in our key markets in telecoms, industrial applications and commercial wireless installations.  Wireless Automation and Control Systems (WACS) grew revenues by 4%, driven by a good performance for new system sales for the North American Rail market.  Tasverii™ Insight for Rail, our software platform for increasing productivity through data analysis, performed strongly, following its launch late last year.

The global explosion in connectivity and the Enterprise Internet of Things provides a wide range of new applications for our connectivity solutions, such as the connected highway, connected medical, telecom infrastructure and wireless remote control in challenging industrial environments.  We are already experiencing strong global demand for our telematics expertise as the automotive environment adds both internal connectivity (GPS, infotainment systems, MIMO antennae) and connectivity to the external architecture through the connected highway.   Industry segments that are increasingly employing wireless connectivity solutions such as medical and industrial automation represent future growth potential.  We continue to work on combining our wireless knowledge with our existing capabilities in software and control solutions to drive growth in the near term.     

Board Changes

Tony Quinlan was appointed to the Board as Chief Financial Officer, effective from 28 July 2015, having joined Laird on 1 July 2015.  We also welcome Kjersti Wiklund to the Laird Board as a non-executive director, effective from 1 July 2015.  Kjersti brings significant experience as a senior operations director for several global telecoms companies, including Vodafone, where she is currently Director, Global Technology Operations.  Professor Michael Kelly stepped down on 30 June 2015 after nine years on the Laird Board.  We thank Michael for his long and valuable contribution to Laird and wish him well in his future roles. 

 

Dividend

We remain committed to delivering shareholder value through organic growth and a sustainable dividend policy.  After substantial increases in the dividend over the three financial years to the end of 2013, the Board has since adopted a progressive dividend policy, increasing returns to shareholders and taking into account both the underlying profitability of the business and its cash requirements allowing dividend cover to be rebuilt over time.

 

The Board has accordingly declared an interim dividend of 4.40 pence (H1 2014: 4.27 pence), a 3% increase over last year's interim dividend.  The interim dividend will be paid on 4 December 2015 to shareholders on the register on 6 November 2015.

 

Outlook

Our business performed well in the first half of the year. We continue to drive our strategy of diversifying revenue between sectors and, within those sectors, across market-leading customers. As such, we are increasingly well positioned to benefit from the growth in the 'Enterprise Internet of Things'.   The investment we have made in our people, technology, systems and facilities is delivering operational improvements. This has helped us win new business and contributed to a strong first half.  As a result of this progress, our expectations for the full year remain unchanged.

FINANCE REVIEW

Revenue

Revenue was £305.9m in the first half of 2015, 21% higher than £252.6m in 2014, with the increase driven by organic growth, a full six months' contribution from Model Solution (acquired in April 2014), and foreign currency exchange translation. In US$, revenue was 11% higher year on year, with Performance Materials revenue up 12% to $294.7m and Wireless Systems revenue rising 8% to $171.8m.

 

On an organic constant currency basis, revenue increased 11% year on year with some currencies depreciating against the US$. The most significant was the Euro which accounted for 10% of Laird's revenue in the first half of the year and which was 18% weaker against the US$ compared with the same period in the prior year.  To calculate organic growth, acquisitions are on a pro-forma basis, based on prior year comparatives as if we had owned the acquired businesses for the equivalent period of the prior year.

 

Growth with our two largest smartphone customers, together with a strong performance in automotive, were the principal drivers of the revenue increase, offset in part by lower revenues for mobile telecoms infrastructure and, to a lesser extent, gaming consoles.

 

Underlying Profit

Underlying profit before tax in Sterling increased 36% to £26.9m (2014: £19.8m). Underlying profit before interest and tax in US$ grew 20%.  Underlying profit is defined as profit before tax, exceptional items, amortisation of acquired intangible assets, the gain or loss on sale of businesses, the impact arising from the fair valuing of financial instruments, and acquisition transaction costs.

 

The table below shows underlying operating profit in US$ for the business segments. Net margins were 10.1% in the first half of 2015 (2014: 9.3%). Net margins increased year on year in both divisions.

 

6 months to 30 June

Performance Materials

US$m

Wireless Systems

US$m

Unallocated  Costs

US$m

 

Total

US$m

2014





Underlying operating profit

28.6

16.1

(5.5)

39.2

Net Margin

10.9%

10.1%

(1.3%)

9.3%

2015





Underlying operating profit

33.7

18.7

(5.5)

46.9

Net Margin

11.4%

10.9%

(1.2%)

10.1%

 

The table below provides further analysis in US$ of our underlying operating profit. The gross profit percentage is marginally lower year on year with a change in product mix and is largely driven by higher revenues for smartphones and automotive telematics and lower revenues for mobile telecoms infrastructure. SG&A increased year on year but is lower relative to revenue, falling to 20.6% of revenue from 21.6% a year earlier as we benefit from economies of scale brought by the increase in revenue. There has been an increase in R&D in the first half to $41.7m (8.9% of revenue), up from $40.6m in 2014 (9.6% of revenue) as we continue to drive innovation and invest for growth going forward. As previously flagged, R&D, as expected, is lower as a percentage of revenue as the step up in expenditure over the last three years starts to level out.



 

Performance Materials & Wireless Systems

6 months to 30 June

2015

US$m

2014

US$m

Revenue

Cost of sales

466.5

(288.4)

421.3

(256.8)

Gross profit

178.1

164.5

Gross profit %

38.2 %

39.0%

 

SG&A

 

(96.1)

 

(90.9)

Gross R&D

 (41.7)

 (40.6)

Net capitalised development

6.6

6.2

Operating profit

46.9

39.2

 

Exceptional Items

There was an exceptional net charge of £0.1m in the period. A £0.6m charge for legal costs in respect of a patent lawsuit, where the case has now been settled, was offset by a net £0.5m credit relating to changes to the call and put options in respect of Model Solution less acquisition transaction costs.

 

Profit after tax

The profit after tax for the period was £14.9m (2014: £9.4m).

 

Finance Costs 

Finance costs, before fair value adjustments, were £3.8m (2014: £3.7m). Interest cover was 10.4 times. Fair value adjustments on financial instruments resulted in a gain of £1.5m (2014: loss of £2.1m).

 

Taxation 

The underlying tax charge on underlying profit before tax is equivalent to an average tax rate of 18.5% (2014: 18.5%), which is our best estimate of the outcome for the 2015 full year.

 

Underlying Earnings PER SHARE

Underlying earnings per share increased 30% to 7.9p (2014: 6.1p).  Underlying earnings are based on underlying profit less underlying tax attributable to the parent company after deducting £0.7m of earnings attributable to the minority interest in Model Solution.  The average number of shares in issue in the first half of 2015 was 267.2m, compared with 266.7m in the first half of 2014.

 

Cash Flow

In the first half of 2015, Laird produced an operating cash flow surplus of £28.8m (2014: £19.8m), a cash conversion of 94% of underlying operating profit.



 

Cash Flow

£m

Underlying operating profit

30.7

Depreciation

9.1

Amortisation of capitalised development costs

2.7

Other non-cash

1.0


43.5

Increase in working capital

(0.2)

Capitalised development costs

(7.0)

Capital expenditure less disposals

(7.5)

Operating cash flow

28.8



Finance costs

(3.9)

Taxation

(5.4)

Trading cash flow surplus

19.5

Acquisitions / disposals

(0.1)

Exceptional costs

(4.3)

Increase in treasury shares

(3.6)

Share issues

0.4

Decrease in net borrowings before exchange movement

11.9

Exchange translation movement

3.4

Decrease in net borrowings since 31 December 2014

15.3

 

Capital expenditure was 0.9 times depreciation in the first six months of the year.  This should rise in the second half of the year to around 1.5 times depreciation for the full year.  Taxation outflows will also increase in the second half and will include approximately an extra £4m in respect of the conclusion of bilateral advanced pricing agreements with the US and Chinese authorities. 

 

Net Borrowings and Debt Facilities

Overall, net borrowings reduced during the half year by £15.3m to £144.2m. Most of our borrowings and cash deposits are in US Dollars. As at 30 June 2015, £24.8m of borrowings were in Euros.

 

A cornerstone of our financial planning is to ensure that it maintains committed loan finance which provides sufficient headroom above expected borrowing requirements and has a significant proportion with terms that exceed one year.  We have in place £250m of committed bilateral revolving credit facilities, £225m of which expire at the end of March 2019 and £25m at the end July 2019.  In addition, we have in issue $43m of US Dollar Private Placement loan notes, which have a remaining term of just over one year.  In September 2014, we entered into another Private Placement note agreement comprised of $13m of six year notes and $92m and €15m of seven year notes.

 

Covenants

A key consideration for financial planning is to maintain sufficient headroom between borrowings and the ceiling set by the associated covenants.  Our bank facilities and US Private Placement loan notes contain two principal financial covenants: net debt / EBITDA (earnings before exceptional items, interest, tax, depreciation and amortisation) and interest cover.

 

For the six months ended 30 June 2015, net borrowings were 1.4 times EBITDA, against the maximum permitted of 3.5 times.  Interest cover was 10.4 times, against the minimum requirement of 3.0 times.

 

We routinely estimate our expected headroom against our covenants and test their sensitivity to a number of scenarios to assess our ongoing compliance.  We do not anticipate approaching our covenant limits in the foreseeable future.

 

Currencies in 2015

The average and period-end exchange rates are set out in note 4.

 

We aim to balance local currency exposures, but our business operates globally, which can create currency imbalances where operating costs do not match revenues in the same currency.  In the first half of 2015, 74% of revenues were invoiced in US$, 11% in Renminbi and 10% in Euros. We had a substantial US$ surplus in the first half, as just under 40% of costs are in US$ and a relatively small Euro surplus, with just over 7% of our costs in Euros. In most other currencies, costs exceeded revenues, the most significant being the Renminbi which accounted for just under 40% of costs. We aim to cover forward at least 75% of the unmatched cash flows one quarter ahead.

 

In addition, there is a translation impact in converting profits into our reporting currency (Sterling). Each US $0.01 appreciation against Sterling approximates to an annual increase in underlying operating profit of £0.5m.

 

The majority of our assets are held overseas, and these are hedged in part by foreign currency loans.

 

Principal Risks

We operate globally in varied markets.  The principal risks and uncertainties that are or may be faced are disclosed in the 2014 Annual Report, and we expect them to continue to be relevant for the remaining six months of the year.

 

The risks set out in the 2014 Annual Report include the competitive markets in which we operate, macroeconomic and political factors, exposure to increases in labour costs in China, world commodity prices, and currency fluctuations, the requirement to meet increasingly stringent environmental laws and regulations, and risks related to brand management, our products, the supply chain and operational continuity.

 

Total Equity

Total equity at 30 June 2015 was £429.1m (30 June 2014: £383.8m).  The reconciliation of total equity is set out in the Group statement of changes in equity.



 

Statement of directors' responsibilities

 

The directors confirm that to the best of their knowledge this condensed set of financial statements has been prepared in accordance with IAS 34 as adopted by the European Union, and that the interim management report set out on pages 1-9 herein includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R of the Disclosure and Transparency Rules.  The Board of directors of Laird PLC that served during the six months to 30 June 2015 and their respective responsibilities are set out in the Laird PLC 2014 Annual Report. Details of the changes since the year end are set out on page 5 of this Report.

 

By Order of the Board:

 

D C Lockwood, Chief Executive

29 July 2015

 

 

 

 

 

 

INDEPENDENT INTERIM REVIEW REPORT TO LAIRD PLC

 

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the interim report for the six months ended 30 June 2015 which comprises the Group income statement, Group statement of comprehensive income, Group statement of changes in equity, Group statement of financial position, Group cash flow statement and the related notes 1 to 13. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

 

This report is made solely to the Company in accordance with guidance contained in International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our work, for this report, or for the conclusions we have formed.

 

Directors' responsibilities

The interim report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

As disclosed in note 2, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this interim report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.

 

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the interim report based on our review.

 

Scope of review

We conducted our review in accordance with ISRE (UK and Ireland) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim report for the six months ended 30 June 2015 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

 

 

Ernst & Young LLP

London

29 July 2015



 

Group income statement

(unaudited)

 



6 months

6 months

12 months



to

to

to



30 June

30 June

31 Dec



2015

2014

2014



 £m

 £m

£m

Note






Continuing operations




3

Revenue





Performance Materials

193.3

157.3

366.1


Wireless Systems

112.6

95.3

198.8



305.9

252.6

564.9







Operating profit before amortisation of acquired intangible assets and exceptional items

 

30.7

 

23.5

 

71.2


Amortisation of acquired intangible assets

(6.7)

(6.2)

(13.3)

5

Exceptional items

(0.1)

4.5

0.7







Operating profit                                   

23.9

21.8

58.6


Finance revenue

0.2

0.3

0.5


Finance costs

(4.1)

(4.0)

(8.5)


Financial instruments - fair value adjustments

1.5

(2.1)

(2.5)


Other net finance revenue - pension

0.1

-

-







Profit before tax from continuing operations

21.6

16.0

48.1

7

Taxation

(6.7)

(6.6)

2.1







Profit for the period

14.9

9.4

50.2


 

Attributable to:





Equity shareholders of the parent company

14.7

9.4

50.1


Non-controlling interests

0.2

-

0.1



14.9

9.4

50.2






6

Earnings per share





Basic on profit for the period*

5.5p

3.5p

18.8p


Diluted on profit for the period*

5.5p

3.5p

18.6p






7

Underlying profit before tax**  





Continuing

26.9

19.8

 63.2


Underlying earnings per share**





Basic from continuing operations*

7.9p

6.1p

19.1p


Diluted from continuing operations*

7.8p

6.0p

18.9p






*    attributable to equity shareholders of the parent company

**  before amortisation of acquired intangible assets, exceptional items, deferred tax on acquired intangible assets, goodwill and US capitalised development costs, the gain or loss on disposal of businesses, the impact arising from the fair valuing of financial  instruments and acquisition transaction costs.

 

 

 

Group statement of comprehensive income

(unaudited)

 



6 months

6 months

12 months



to

to

to



30 June

30 June

31 Dec



2015

2014

2014

Note


£m

£m

£m







Profit for the period

14.9

9.4

50.2







Items that will not be reclassified subsequently to

profit or loss:




13

Net re-measurement (losses) / gains on retirement benefit obligations

(2.2)

0.6

2.8







Items that may be reclassified subsequently to

profit or loss:





Exchange differences on retranslation of overseas net investments

 

(13.9)

 

(17.3)

 

26.0


Exchange differences on net investment hedges

4.5

4.5

(8.7)



(9.4)

(12.8)

17.3







Other comprehensive (loss) / income  for the period

(11.6)

(12.2)

20.1


 

 

Total comprehensive income / (loss) for the period

 

 

3.3

 

 

(2.8)

 

 

70.3







Attributable to:





Equity shareholders of the parent company

3.4

(2.8)

70.0


Non-controlling interests

(0.1)

-

0.3



3.3

(2.8)

70.3



 

Group statement of changes in equity

(unaudited)

 


               Attributable to equity shareholders of the parent company




Equity







Non-



share

Share

Retained

Translation

Treasury

Other


controlling

Total


capital

premium

earnings

reserve

shares

reserve

Total

Interests

equity


£m

£m

£m

£m

£m

£m

£m

£m

£m

for the 6 months to 30 June 2015









    At 1 January 2015

75.3

271.7

27.7

101.7

(1.7)

(33.3)

441.4

8.7

450.1

    Profit for the year

-

-

14.7

-

-

-

14.7

0.2

14.9

    Other comprehensive income

-

-

(2.2)

(9.1)

-

-

(11.3)

(0.3)

(11.6)

    Total comprehensive income

-

-

12.5

(9.1)

-

-

3.4

(0.1)

3.3

    Exercise of share options

0.1

0.3

-

-

-

-

0.4

-

0.4

    Share based payments

-

-

1.0

-

-

-

1.0

-

1.0

    Treasury shares

-

-

-

-

(3.6)

-

(3.6)

-

(3.6)

    Vesting of LTIPs/Restricted shares

-

-

(3.4)

-

3.4

-

-

-

-

    Dividends payable

-

-

(22.1)

-

-

-

(22.1)

-

(22.1)

    At 30 June 2015

75.4

272.0

15.7

92.6

(1.9)

(33.3)

420.5

8.6

429.1











for the 6 months to 30 June 2014









    At 1 January 2014

75.3

271.2

7.3

84.7

(2.4)

-

436.1

-

436.1

    Profit for the year

-

-

9.4

-

-

-

9.4

-

9.4

    Other comprehensive income

-

-

0.6

(12.8)

-

-

(12.2)

-

(12.2)

    Total comprehensive income

-

-

10.0

(12.8)

-

-

(2.8)

-

(2.8)

    Exercise of share options

-

0.3

-

-

-

-

0.3

-

0.3

    Share based payments

-

-

1.1

-

-

-

1.1

-

1.1

    Treasury shares

-

-

-

-

(1.1)

-

(1.1)

-

(1.1)

    Vesting of LTIPs/Restricted shares

-

-

(1.7)

-

1.7

-

-

-

-

    Fair value of put option on acquisition

-

-

-

-

-

(33.3)

(33.3)

-

(33.3)

    Non-controlling interests on acquisition

-

-

-

-

-

-

-

4.7

4.7

    Dividends payable

-

-

(21.2)

-

-

-

(21.2)

-

(21.2)

    At 30 June 2014

75.3

271.5

(4.5)

71.9

(1.8)

(33.3)

379.1

4.7

383.8











for the 12 months to 31 December 2014









    At 1 January 2014

75.3

271.2

7.3

84.7

(2.4)

-

436.1

-

436.1

    Profit for the year

-

-

50.1

-

-

-

50.1

0.1

50.2

    Other comprehensive income

-

-

2.9

17.0

-

-

19.9

0.2

20.1

    Total comprehensive income

-

-

53.0

17.0

-

-

70.0

0.3

70.3

    Exercise of share options

-

0.5

-

-

-

-

0.5

-

0.5

    Share based payments

-

-

1.8

-

-

-

1.8

-

1.8

    Treasury shares

-

-

-

-

(1.1)

-

(1.1)

-

(1.1)

    Vesting of LTIPs/Restricted shares

-

-

(1.8)

-

1.8

-

-

-

-

    Fair value of put option on acquisition

-

-

-

-

-

(33.3)

(33.3)

-

(33.3)

    Non-controlling interests on acquisition

-

-

-

-

-

-

-

8.4

8.4

    Dividends paid

-

-

(32.6)

-

-

-

(32.6)

-

(32.6)

    At 31 December 2014

75.3

271.7

27.7

101.7

(1.7)

(33.3)

441.4

8.7

450.1

 



 

Group statement of financial position

(unaudited)



As at

As at

As at



30 June

30 June

31 Dec



2015

2014

2014

Note


£m

£m

£m


Assets





Non-current assets





Property, plant and equipment

88.3

82.7

91.9


Intangible assets

543.3

517.3

556.2


Deferred tax assets

4.7

5.7

4.1

10

Derivative financial instruments

1.4

1.0

1.1

13

Retirement benefit assets

7.0

5.8

8.9


Other non-current assets

1.0

1.1

1.0



645.7

613.6

663.2







Current assets





Inventories

61.9

54.3

60.2


Trade and other receivables

130.5

107.1

146.2


Income tax receivable

0.5

0.2

1.0

10

Derivative financial instruments

0.8

-

-


Other current financial assets

-

0.7

-


Assets held for sale

-

-

0.5

12(a)

Cash and cash equivalents

87.6

48.1

64.0


281.3

210.4

271.9







Liabilities





Current liabilities




12

Borrowings

(0.2)

(59.7)

(0.8)

10

Derivative financial instruments

-

(0.2)

(0.6)


Trade and other payables

(120.6)

(107.1)

(111.5)


Current tax liabilities

(6.5)

(3.3)

(2.6)


Provisions

(0.5)

(1.0)

(1.8)



(127.8)

(171.3)

(117.3)


Net current assets

153.5

39.1

154.6







Non-current liabilities




12

Borrowings

(231.6)

(121.4)

(222.7)

10

Derivative financial instruments

(32.1)

(33.3)

(32.6)


Income tax payable

(18.9)

(20.5)

(23.6)


Deferred tax liabilities

(70.5)

(77.9)

(69.6)

13

Retirement benefit obligations

(10.9)

(10.1)

(10.6)


Other non-current liabilities

(0.7)

(0.7)

(1.6)


Provisions

(5.4)

(5.0)

(7.0)



(370.1)

(268.9)

(367.7)


Net assets

429.1

383.8

450.1







Capital and reserves





Equity share capital

75.4

75.3

75.3


Share premium

272.0

271.5

271.7


Retained earnings

15.7

(4.5)

27.7


Translation reserve

92.6

71.9

101.7


Treasury shares

(1.9)

(1.8)

(1.7)


Other reserves

(33.3)

(33.3)

(33.3)


Equity attributable to owners of the parent company

420.5

379.1

441.4


Non-controlling interests

8.6

4.7

8.7


Total equity

429.1

383.8

450.1

 



 

Group cash flow statement

(unaudited)

 



6 months

6 months

12 months



to

to

To



30 June

30 June

31 Dec



2015

2014

2014

Note


£m

£m

£m






11

Cash flows from operating activities





Cash generated from operations

39.0

29.9

73.3


Tax paid

(5.4)

(7.6)

(13.0)


Net cash flows from operating activities

33.6

22.3

60.3







Cash flow from investing activities





Interest received

0.2

0.3

0.5

11

Acquisition of businesses (net of cash acquired)

-

(19.0)

(19.0)


Purchase of property, plant and equipment

(8.0)

(10.9)

(22.5)


Purchase of intangible assets (internally developed)

(7.0)

(6.0)

(12.9)

11

Net outflow from sale of businesses

(0.1)

(0.1)

(0.3)


Proceeds from sales of property, plant and equipment

0.5

0.1

-


Decrease in current financial assets

-

1.0

1.7


Net cash flows from investing activities

(14.4)

(34.6)

(52.5)







Cash flows from financing activities





Interest and other finance costs paid

(4.1)

(4.0)

(8.1)


Net proceeds from issue of ordinary share capital

0.4

0.3

0.5


Purchase of treasury shares

(3.6)

(1.1)

(1.1)


Increase  in borrowings

13.0

15.1

44.2


Dividends paid to equity shareholders of the parent

-

-

(32.6)


Net cash flows from financing activities

5.7

10.3

2.9







Effects of movements in foreign exchange rates

(1.3)

(1.4)

1.8






12(a)

Increase / (decrease) in cash and cash equivalents for the period

 

23.6

 

(3.4)

 

12.5







Cash and cash equivalents brought forward

64.0

51.5

51.5


Cash and cash equivalents carried forward

87.6

48.1

64.0

 


Notes to the Interim Report

(unaudited)

 

1  Authorisation of interim financial statements

 

The Group's interim financial statements for the period ended 30 June 2015 were authorised for issue by the Board of Directors on 29 July 2015. Laird PLC is a public limited company incorporated and domiciled in England and Wales and its ordinary shares are traded on the London Stock Exchange.

 

The comparative financial information for the period to 30 June 2014 and the year ended 31 December 2014 has been extracted from the published financial statements of Laird PLC. The consolidated interim financial information does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. These interim results are unaudited but have been reviewed by the Group's auditor. The statutory accounts for the year ended 31 December 2014 have been reported on by the Group's auditor and delivered to the registrar of companies. The report of the auditor was unqualified and did not contain the statements under section 498(2) or (3) of the Companies Act 2006.

 

Further copies of the Interim announcement may be obtained from Laird PLC's registered office at 100 Pall Mall, London SW1Y 5NQ.

 

 

2  Basis of preparation

 

Laird PLC prepares its Annual Report and Accounts on the basis of IFRS as adopted for use by the EU. The financial information presented in this Interim Report has been prepared in accordance with the accounting policies expected to be used in preparing the 2015 Annual Report and Accounts which do not differ significantly from those used in the preparation of the 2014 Annual Report and Accounts. 

 

The directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and for this reason, they continue to adopt the going concern basis in preparing the financial statements of the Group.

 

The condensed set of financial statements included in this Interim Report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the EU.

 

3  Segmental analysis

 

The reportable segments for continuing operations (as defined by IFRS 5) are as follows:

 

Performance Materials - designs and supplies a range of EMI shielding materials, thermal management solutions and signal integrity products to a wide variety of electronic devices; and

 

Wireless Systems - designs and supplies a range of high specification wireless antennae, and machine-to-machine ("M2M") wireless modules for a number of markets including infrastructure and automotive markets.

 


Performance Materials

Wireless Systems

Total


  6
 months

6
 months

 12
 months

6
 months

6
 months

 12
 months

6
 months

6
 months

 12
 months


to

to

to

to

to

to

to

to

to


30 June

30 Jun

31 Dec

30 June

30 June

31 Dec

30 June

30 June

31 Dec


2015

2014

2014

2015

2014

2014

2015

2014

2014


£m

£m

£m

£m

£m

£m

£m

£m

£m











Continuing operations










Revenue from customers

193.3

157.3

366.1

112.6

95.3

198.8

305.9

252.6

564.9











Segment profit before:

22.1

17.1

54.1

12.2

9.7

24.5

34.3

26.8

78.6

Amortisation of acquired intangible assets

 

(2.7)

 

(2.3)

 

(5.5)

 

(4.0)

 

(3.9)

 

(7.8)

 

(6.7)

 

(6.2)

 

(13.3)

Exceptional items

-

(1.3)

(1.5)

(0.6)

-

(3.6)

(0.6)

(1.3)

(5.1)


19.4

13.5

47.1

7.6

5.8

13.1

27.0

19.3

60.2











Unallocated costs







(3.6)

(3.3)

(7.4)

Unallocated exceptional items







0.5

5.8

5.8

Operating profit







23.9

21.8

58.6

Finance revenue







0.2

0.3

0.5

Finance costs







(4.1)

(4.0)

(8.5)

Financial instruments - fair value adjustments







1.5

(2.1)

(2.5)

Other net finance revenue - pension







0.1

-

-

Profit before tax







21.6

16.0

48.1

Taxation







(6.7)

(6.6)

2.1

Profit for the period







14.9

9.4

50.2

 

Unallocated costs are central costs related to managing the parent company.

 




Total








6 months

6 months

12 months








to

to

to








30 June

30 June

31 Dec








2015

2014

2014








£m

£m

£m











Segment assets










Performance Materials







524.2

483.4

547.5

Wireless Systems







367.3

321.4

358.2








891.5

804.8

905.7

Unallocated assets







35.5

19.2

29.4

Total assets







927.0

824.0

935.1

 

Unallocated assets in the above table include cash and cash equivalents, retirement benefits and other debtors.

 



 

4  Exchange rates  

 

The results and cash flows of overseas subsidiaries are translated into sterling using weighted average rates of exchange for the period.  The principal rates used were as follows:


Average

Closing


6 months to

6 months to

12 months  to

At

At

At


30 June

30 June

31 Dec

30 June

30 June

31 Dec


2015

2014

2014

2015

2014

2014








Czech Koruna

37.54

33.42

34.15

38.26

34.16

35.49

Euros

1.36

1.22

1.24

1.41

1.25

1.28

Japanese Yen

183.31

171.05

173.88

195.45

172.89

185.75

Renminbi ("RMB")

9.48

10.28

10.16

9.76

10.59

9.65

South Korean Won

1672.52

1749.19

1733.55

1742.22

1733.90

1710.33

Swedish Krona

12.75

10.89

11.27

12.99

11.44

12.06

US Dollars

1.52

1.67

1.65

1.57

1.70

1.56

 

 

5  Exceptional items


6 months to

6 months to

12 months to


30 June

30 June

31 Dec


2015

2014

2014


£m 

£m

£m

Continuing operations:




Performance Materials




  Inventory write downs

-

(0.2)

-

  Capitalised development costs write downs

-

(1.1)

(1.2)

  Other restructuring costs

-

-

(0.3)


-

(1.3)

(1.5)

Wireless Systems




  Patents litigation

(0.6)

-

(3.6)


(0.6)

-

(3.6)

Unallocated costs/credits




  Business acquisition transaction costs

(0.3)

(1.0)

(1.7)

  Change in valuation of put and call options in respect of Model  Solution (note 9)

 

0.8

 

-

 

0.8

  Acquisition contingent consideration reduction (note 9)

-

6.8

6.9

  Other restructuring costs

-

-

(0.2)


0.5

5.8

5.8






(0.1)

4.5

0.7

 

Notes

(aA patent lawsuit filed against Laird in 2014 has been settled during 2015 with an additional £0.6m of legal costs charged in 2015.

 (b)  The total cash outlay for exceptional costs in 2015 was £4.3m (June 2014, £6.7m) of

       which £3.4m was in respect of prior year exceptional costs.    

 (c)  The tax effect on exceptional items in 2015 is £Nil (June 2014, £0.8m charge).

 (d)  Restructuring costs include redundancy and site rationalisation and closure costs.

 

 

 

 

 

6  Earnings per share

 

The calculation of basic and diluted earnings per share is based on the profit for the period divided by the daily average of the number of shares in issue during the period.  Diluted earnings per share is based on the same profit but with the number of shares increased to reflect the daily average effect of relevant share options granted but not yet exercised where performance conditions have been met and shares contingently issuable.

 


6 months to

6 months to

12 months to


30 June

30 June

31 Dec


2015

2014

2014


£m

£m

£m

Profit* 




Profit for the period  

14.7

9.4

50.1






Number

Number

Number


of shares

of shares

of shares






 (m)

 (m)

(m)

Weighted average shares




Basic weighted average shares

267.2

266.7

266.9

Options

2.0

2.4

2.6

Diluted weighted average shares

269.2

269.1

269.5






Pence

Pence

Pence

Earnings per share*




Basic on profit for the period

5.5

3.5

18.8

Diluted on profit for the period

5.5

3.5

18.6

 

*    attributable to equity shareholders of the parent company

 

7  Underlying results and taxation

 

Underlying profit and earnings per share are shown as the Board considers them to be relevant guides to the performance of the Group. 


6 months

6 months

12 months


to

to

to


30 June

30 June

31 Dec


2015

2014

2014


£m

£m

£m

Profit




Continuing operating profit before amortisation of acquired intangible assets and exceptional items

 

30.7

 

23.5

 

71.2

Finance revenue

0.2

0.3

0.5

Finance costs

(4.1)

(4.0)

(8.5)

Other finance revenue - pension

0.1

-

-

Continuing underlying profit before tax

26.9

19.8

63.2





Tax




The underlying tax charge is calculated as follows:




Underlying tax on continuing operations

5.0

3.7

11.6





Continuing underlying tax rate

18.5%

18.5%

18.4%





Tax charge / (credit) on exceptional items

-

0.8

2.6

Deferred tax on goodwill, acquired intangible assets

and US capitalised development costs

 

1.0

 

2.1

 

3.8

Deferred tax on US tax loss recognition

0.7

-

-

Exceptional US tax loss recognition*

-

-

(20.1)

Total tax charge/(credit)

6.7

6.6

(2.1)





*  the exceptional US tax loss recognition has resulted in a deferred tax credit of £20.1m.

 

 

Earnings per share**

 

Pence

 

Pence

 

Pence

 

Continuing underlying earnings per share - basic

7.9

6.1

19.1

Continuing underlying earnings per share - diluted

7.8

6.0

18.9

 

**  attributable to equity shareholders of the parent company

 

The tax charge for the period was based on the estimated tax rate for the full year and the amount of overseas tax charged in the period was £6.6m (June 2014, £6.6m, December 2014, credit £2.1m).

 

 

8  Dividends paid and proposed

 

On 29 July 2015 the Board declared an interim dividend of 4.40p per share (2014, 4.27p). The interim dividend will be paid on 4 December 2015 to shareholders registered on 6 November 2015. Dividends paid are charged to retained earnings on the earlier of the date of payment or the date on which they become a liability of the Company.

 

Total Dividends

Dividends paid

Dividends declared / proposed*


6 months

6 months

12 months

6 months

6 months

12 months


to

to

to

to

to

to


30 June

30 June

31 Dec

30 June

30 June

31 Dec


2015

2014

2014

2015

2014

2014


£m

£m

£m

£m

£m

£m

Final 2013

-

-

21.2

-

-

-

Interim 2014

-

-

11.4

-

11.4

11.4

Final 2014**

-

-

-

-

-

22.0

Interim 2015

-

-

-

11.8

-

-


-

-

32.6

11.8

11.4

33.4

 

 

Dividends per share

Dividends paid

Dividends declared / proposed*


6 months

6 months

12 months

6 months

6 months

12 months


to

to

to

to

to

to


30 June

30 June

31 Dec

30 June

30 June

31 Dec


2015

2014

2014

2015

2014

2014


Pence

Pence

Pence

Pence

Pence

Pence

Final 2013

-

-

7.90

-

-

-

Interim 2014

-

-

4.27

-

4.27

4.27

Final 2014**

-

-

-

-

-

8.23

Interim 2015

-

-

-

4.4

-

-


-

-

12.17

4.4

4.27

12.50

 

*   attributable to the period

** final 2014 dividend of £22.1m paid on 3 July 2015

 



 

9  Business combinations

 

Acquisition of businesses in 2014

 

On 17 April 2014, the Group acquired 51% of Model Solution Co., Ltd ("Model Solution"), an unlisted South Korean company specialising in prototype design and manufacturing. An initial cash consideration of £20.5m was paid and a share of borrowings less cash and cash equivalents were acquired of £7.9m. This purchase has been accounted for as an acquisition and all intangible assets were recognised at their respective fair values. The residual excess over the net assets acquired is recognised as goodwill in the financial statements.

 

The Group has elected to measure the non-controlling interest in Model Solution as the proportionate fair value of net assets acquired.

 

Book and fair values of the identifiable assets and liabilities of Model Solution stated at rates of exchange at the date of acquisition, were as follows:

 


Book     values

Fair values to the Group


£m

£m

Property, plant and equipment

13.4

13.4

Intangible assets

-

16.1

Deferred tax assets

0.1

0.1

Inventories

1.9

1.9

Trade and other receivables

0.9

0.9

Other current financial assets

1.7

1.7

Other non-current assets

0.9

0.9

Trade and other payables

(3.0)

(3.0)

Income tax payable

(0.3)

(1.4)

Deferred tax liabilities

-

(3.5)

Retirement benefit obligations

(1.3)

(1.3)

Other non-current liabilities

-

(0.4)

Provisions

(0.3)

(0.3)


14.0

25.1

Cash and cash equivalents

1.5

1.5

Borrowings

(9.4)

(9.4)

Net assets acquired

6.1

17.2

Non-controlling interests (49%)


(8.4)

Goodwill arising on acquisition


10.7

Net consideration


19.5




Consideration satisfied by:

Cash consideration paid


 

20.5

Less: Call option at initial fair value


(1.0)



19.5

 

Acquisition of businesses in 2014

 

In the period ending 31 December 2014 following acquisition, revenue for Model Solution was £17.6m, there was a profit after tax of £0.5m and underlying profit before tax was £1.8m. If the acquisition had been held for the full year, Group revenues would have been £571.3m and the profit before tax would have been £0.5m lower at £47.6m. Included in the £10.7m of goodwill recognised above are certain assets that cannot be individually separated and reliably measured due to their nature. These items include the expected value of synergies. None of the goodwill recognised is expected to be deductible for income tax purposes.

 

9  Business combinations (continued)

 

In accordance with the Shareholders' agreement entered into between the Group and Skylake Consortium ("Skylake") to acquire Model Solution the Group and Skylake are respectively granted call and put options which entitle the Group to purchase from Skylake and Skylake to sell to the Group Skylake's 49% interest in Model Solution. The call options can be exercised by the Group on 17 April 2017, 2018 or 2019, and the put option can be exercised by Skylake on 17 April 2019 and if none of these options are exercised then the Group is committed to acquire the 49% interest in Model Solution on 17 April 2020. The exercise price for the call and put options will be determined in accordance with the Shareholders' agreement and will be between KRW 34.3bn (£19.7m) and KRW 92.7bn (£53.2m).

 

Financial liability - put option

The financial liability that may become payable under the put option was initially recognised at a fair value of £33.3m within non-current liabilities with a corresponding charge directly to other reserves, as a put option written on non-controlling interest. The put option liability shall be re-measured at its fair value resulting from the change in the expected performance of Model Solution at each balance sheet date, with any resulting gain or loss recognised in the consolidated income statement as an exceptional acquisition consideration related item. At 30 June 2015 the fair value was re-measured as £32.1m (31 December 2014, £32.6m) with a £0.5m credit (31 December 2014, £0.7m credit) recognised in the income statement. In the event that the put option lapses unexercised, the liability will be derecognised with a corresponding adjustment to equity. 

 

Financial asset - the call option

There was a financial asset initially recognised of £1.0m within non-current assets in respect of the call option that the Group has over the non-controlling interests with a corresponding credit taken to goodwill. The call option asset will be re-measured at its fair value resulting from the change in the expected performance of Model Solution at each balance sheet date, with any resulting gain or loss recognised in the consolidated income statement as an exceptional acquisition consideration related item. At 30 June 2015 the fair value was re-measured as £1.4m (31 December 2014, £1.1m) with a £0.3m credit (31 December 2014, £0.1m credit) recognised in the income statement.

 

10  Financial instruments

 

The tables below set out a comparison between book values and fair values of financial instruments as at 30 June 2015 and 31 December 2014:

 

Financial assets

 

The financial assets of the Group comprised:

 

At 30 June 2015

 

At 31 December 2014

 

 

Current

    Book values

                   £m

Fair values

£m

    Book values

                   £m

Fair values

£m

Trade and other receivables

123.6

123.6

130.6

130.6

Derivative financial instruments

0.8

0.8

-

-

Cash and cash equivalents

87.6

87.6

64.0

64.0


212.0

212.0

194.6

194.6






 



 

10  Financial instruments (continued)

 

Non-current





Derivative financial instruments

1.4

1.4

1.1

1.1

Other non-current receivables

1.0

1.0

1.0

1.0


2.4

2.4

2.1

2.1

 

 

 

Financial liabilities

 

The financial liabilities of the Group comprised:



 


    Book values

                   £m

Fair values

£m

    Book values

                   £m

Fair values

£m

Current





Borrowings

0.2

0.2

0.8

0.8

Derivative financial instruments

-

-

0.6

0.6

Trade and other payables

95.1

95.1

110.1

110.1


95.3

95.3

111.5

111.5

Non-current





Borrowings

231.6

234.5

222.7

226.1

Derivative financial instruments

32.1

32.1

32.6

32.6

Other non-current liabilities

0.7

0.7

1.6

1.6


264.4

267.3

256.9

260.3

 

Derivative financial instruments

 

The Group holds forward foreign exchange contracts to manage foreign exchange exposures. The forward contracts have a principal value of £76.2m (June 2014, £58.4m) and are mainly denominated in US dollars and Chinese Renminbi. They are revalued at the balance sheet date using closing exchange rates. These contracts have not been designated as cash flow hedges and the increase in fair value during 2015 of £1.5m (June 2014, £2.1m decrease) has been taken to the income statement.

 

In accordance with the fair value hierarchy under IFRS 13, forward foreign exchange contracts are Level 2 derivative financial instruments.

 

Contingent consideration

      

The consideration to acquire Nextreme Thermal Solutions Inc. originally included estimated contingent consideration of £12.0m based on future revenue targets being met.

£m

 

Initial fair value of the contingent consideration on acquisition

 

 

 

12.0

Fair value adjustment  


(4.7)

Exchange adjustment


(0.4)

Non-current liability for contingent consideration as at 1 January 2014


6.9

Fair value adjustment (note 5)


(6.9)

Exchange adjustment


-

Non-current liability for contingent consideration as at 1 January 2015


-

Fair value adjustment (note 5)


-

Exchange adjustment


-

Non-current liability for contingent consideration as at 30 June 2015


-

 



 

10  Financial instruments (continued)

 

The key assumptions in estimating the fair value are revenue projections for Nextreme from 2014 to 2017 with a potential earnout payment based on a multiple of 0.4 times revenue and a discount rate applied as at 31 December being a 3 year UK Government bond yield. Revenues are estimated to be below the threshold requirement (£0.3m) in each of the years to December 2017 and accordingly there is expected to be no contingent consideration payable. In accordance with the fair value hierarchy under IFRS 13, contingent consideration is classified as a Level 3 derivative financial instrument.

 

Financial liability - put option

The financial liability that may become payable under a put option in respect of the non-controlling interest in Model Solution is recognised at a fair value of £32.1m within non-current liabilities.

 

The exercise price for the put option will be calculated by dividing the EBITDA of Model Solution for the year to 31 March 2019 by EBITDA for the year ended 31 March 2014 and applying this factor against a base price of KRW 34.3bn (£19.7m). The key assumptions in estimating the fair value are an EBITDA projection for Model Solution for the year to 31 March 2019 and a discount rate of 2.8% applied at 30 June 2015.

 

The financial liability is sensitive to changes in these assumptions. For example a 10% increase in EBITDA for the year to 31 March 2019 would result in an increase in the financial liability of £3.2m, while a 10% decrease would result in a decrease in the financial liability of £3.2m. An increase in the discount rate by 1% would result in a decrease in the financial liability of £1.2m, while a decrease in the discount rate by 1% would result in an increase in the financial liability of £1.2m. In accordance with the fair value hierarchy under IFRS 13, the put option is classified as a Level 3 derivative financial instrument.

 

Financial asset - call option

There is a financial asset recognised of £1.4m within non-current assets in respect of the call option that the Group has over the non-controlling interest in Model Solution.

 

The call options can be exercised by the Group on 17 April 2017, 2018 or 2019. The exercise price for the call option will be calculated by dividing the EBITDA of Model Solution for the year to 31 March prior to the date of exercise of the call option by EBITDA for the year ended 31 March 2014 and applying this factor against a base price of KRW 34.3bn (£19.7m). The key assumptions in estimating the fair value are a range of EBITDA projections for Model Solution for the years to the end of the financial month prior to the date of exercise of the call option and a discount rate being a Korean risk free rate over the period to exercise, determined at 30 June 2015.

 

The financial asset is sensitive to changes in these assumptions. For example a 10% increase in the base EBITDA scenario would result in a decrease in the financial asset of £0.3m, while a 10% decrease would result in an increase in the financial assets of £0.4m and a decrease in the discount rate by 1% would result in a decrease in the financial asset of £0.1m, while a 1% increase would result in an increase in the financial asset of £0.1m. In accordance with the fair value hierarchy under IFRS 13, the call option is classified as a Level 3 derivative financial instrument.

 

 



 

11  Additional cash flow information

 

Cash generation from operations

 

Continuing operations

6 months

6 months

12 months


to

to

to


30 June

30 June

31 Dec


2015

2014

2014


£m

£m

£m





Profit after taxation

14.9

9.4

50.2

Depreciation and other non-cash items




  Depreciation

9.1

7.6

16.1

  Amortisation of capitalised development costs

2.7

2.3

4.8

  Amortisation of acquired intangible assets

6.7

6.2

13.3

  Exceptional capitalised development costs write downs

-

1.1

1.2

  Exceptional inventory write downs

-

0.2

-

  Exceptional acquisition contingent consideration reduction

-

(6.8)

(6.9)

  Exceptional change in valuation of put and call options

(0.8)

-

(0.8)

  Share based payments

1.0

1.1

1.8

  Financial instruments - fair value adjustments

(1.5)

2.1

2.5

Other net finance costs     

3.8

3.7

8.0

Taxation

6.7

6.6

(2.1)

Changes in working capital




  Inventories

(3.2)

(0.5)

(2.7)

  Trade and other receivables

13.3

13.6

(16.5)

  Trade, other payables and provisions

(13.7)

(16.7)

4.7


(3.6)

(3.6)

(14.5)





Cash generated from continuing operations

39.0

29.9

73.6





 

Changes in working capital from continuing operations are after creditor decreases of £3.4m (June 2014, £5.7m) in respect of exceptional costs.

 

Discontinued operations

6 months

6 months

12 months


to

to

to


30 June

30 June

31 Dec


2015

2014

2014


£m

£m

£m





Profit after taxation

-

-

-

Profit on disposals of businesses before taxation

-

-

-

Taxation

-

-

-

Changes in working capital




  Trade, other payables and provisions

-

-

(0.3)


-

-

(0.3)





Cash generated from discontinued operations

-

-

(0.3)





Cash generated from operations

39.0

29.9

73.3

 

 



 

11  Additional cash flow information (continued)

 

Net cash outflow on acquisitions and disposals

             


6 months

6 months

12 months


to

to

to


30 June

30 June

31 Dec


2015

2014

2014


£m

£m

£m

Acquisition of businesses




Consideration:




Cash consideration

-

(20.5)

(20.5)

Net cash acquired

-

1.5

1.5

Net cash outflow on acquisition of businesses

-

(19.0)

(19.0)





Borrowings acquired

-

(9.4)

(9.4)

 

Disposal of businesses

Consideration:




Net cash outflow on disposal of businesses

(0.1)

(0.1)

(0.3)

 

 

12  Borrowings

 

(a) Reconciliation of net borrowings

 


At

At

At


30 June

30 June

31 Dec


2015

2014

2014


£m

£m

£m





Increase / (decrease) in cash and cash equivalents

(net of bank overdrafts)

 

23.6

 

(3.4)

 

12.5

Current financial assets acquired

-

1.7

1.7

Movement in current financial assets

-

(1.0)

(1.7)

Movement in borrowings

(13.0)

(15.1)

(44.2)

Borrowings of businesses acquired

-

(9.4)

(9.4)

Differences on exchange on borrowings

4.7

4.4

(8.9)

Movement in net borrowings during the period

15.3

(22.8)

(50.0)

Net borrowings brought forward

(159.5)

(109.5)

(109.5)

Net borrowings carried forward

(144.2)

(132.3)

(159.5)





 

Cash and cash equivalents (net of bank overdrafts)

87.6

48.1

64.0

 

Current financial assets

-

0.7

-

 

Current borrowings

(0.2)

(59.7)

(0.8)

 

Non-current borrowings

(231.6)

(121.4)

(222.7)

 

Net borrowings carried forward

(144.2)

(132.3)

(159.5)

 

 

(b) Committed borrowing facilities

 

The Group had total committed loan facilities (excluding finance leases) of £354.8m at 30 June 2015 (June 2014, £332.5m), of which £327.5m was available for more than three years (June 2014, £275.3m for more than two years) and £226.2m was drawn at 30 June 2015 (June 2014, £173.2m).

 



 

13  Retirement benefit obligations

 

A review of the main assumptions affecting the Group's defined benefit obligations was carried out at 30 June 2015, by the Group's actuary.

 

The mortality assumption used at 30 June 2015 is the same as that used at 31 December 2014.  This is based on the SAPS all lives tables with a 90% multiplier for Executives and Directors and 110% for all other members, appropriate for each member's year of birth.  Allowance is made for improvements in line with CMI (2011) projections with a 1.5% pa long term trend from 2002. 

 

For IAS 19 (revised), the schemes' liabilities have been calculated under the projected unit method and the main financial assumptions were inflation of 3.4% per annum (December 2014, 3.2%), salary increases of 4.4% to 5.4% per annum (December 2014, 4.2% to 5.2%) and a discount rate for liabilities of 3.65% per annum (December 2014, 3.6%).

 

The change in the overall net deficit and the impact of these changes can be seen below:

 

6 months

6 months

12 months

to

to

to

30 June

30 June

31 Dec

2015

2014

2014

£m

£m

£m




(1.7)

(3.7)

(3.7)

(0.6)

(0.3)

(0.9)

0.2

0.1

0.6

(3.2)

1.2

5.0

-

(1.3)

(1.1)

1.4

(0.3)

(1.6)

(3.9)

(4.3)

(1.7)

 

The charge of £2.2m (June 2014, £0.6m credit) recognised in the statement of comprehensive income for the period is comprised of £3.2m loss (June 2014, £1.2m gain) recognised on actuarial assumptions, less £1.0m credit (June 2014, £0.6m charge) in respect of tax provided on surpluses. The net deficit of £3.9m at 30 June 2015 (December 2014, £1.7m) is comprised of a net surplus of £3.2m (December 2014, £5.2m) which relates to funded plans and a deficit of £7.1m (December 2014, £6.9m) which relates to an unfunded plan.

 

 

 

Definition

Group                          Laird PLC and its subsidiary undertakings

Company                    Laird PLC                                                                                        

Parent company         Laird PLC


This information is provided by RNS
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