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Half Yearly Report

31st Jul 2014 07:00

RNS Number : 8086N
Laird PLC
31 July 2014
 



31 July 2014

LAIRD PLC

 

RESULTS FOR THE SIX MONTHS TO 30 JUNE 2014

(unaudited)

 

 

Laird PLC today announces its interim results for the period from 1 January 2014 to 30 June 2014.

 

Good first half and on track for the full year, with continued operational and strategic progress across the business.

 

Financial highlights: robust performance in the first half

· Strong organic(i) year on year revenue growth of 10%, with good sequential growth from Q1 to Q2

· Reported revenue up by 4% to £252.6m (2013: £243.5m), after 8% currency headwind

· Underlying profit before interest and tax up 21% year on year, when expressed in US Dollars

· Increased investment in R&D to 9.6% of revenue, following significant increase in 2013

· Underlying return on sales(ii) of 9.3% (2013: 8.6%)

· Underlying profit before tax(ii) up 14% to £19.8m (2013: £17.3m)

· Statutory profit before tax £16.0m (2013: £10.2m)

· Underlying basic earnings per share(ii) of 6.1p, up 13% (2013: 5.4p)

· Interim dividend of 4.27 pence (2013: 4.10 pence), up 4%, reflecting progressive dividend policy

· Strong cash conversion of 97% (before funding Vietnamese investment)

 

Good first half, on track for the full year

In the first half, we continued to successfully implement the strategy we set out in 2012. We saw further benefits from cross-business collaboration, diversifying our customer base and our investment in innovation. We achieved growth across all our businesses, delivering a robust revenue increase on an organic basis. This underpins our unchanged expectations for the full year.

 

Operational highlights: continued operational and strategic progress across the business

· Benefitting from strategic actions to strengthen the business, combined with improvements in our markets

· All businesses delivered revenue growth on an organic basis, helped by stronger markets and customer diversification (revenue from our largest customer was level year on year)

· Successfully opened a new manufacturing facility in Vietnam and expanded our Korean design centre, broadening our geographic presence and customer diversity

· Strength of customer relationships and reliable fulfilment shown by awards such as Ford Motor Company's Recognition of Achievement for corporate responsibility and Platinum Supplier Quality Excellence certification from Caterpillar Inc.

 

Outlook: no change to expectations for the full year

· As stated in previous announcements, performance will be second-half weighted and we remain on track to achieve our expectations for 2014

· Stronger second half will be driven by new product launches by us and our customers and seasonal demand for consumer products

· Second half of 2014 will follow four quarters of significant year on year growth, providing momentum to the business across all areas of activity.

 

David Lockwood, Chief Executive, said:

 

"We are pleased with our first-half performance, which was in line with our expectations. It reflects the benefits of our strategic actions to strengthen the business, combined with improvements in our markets. Performance Materials continued to be the fastest growing part of the Group, with Wireless Systems building momentum as we invest to take advantage of its exciting prospects.

 

"Deepening customer relationships is a key focus and we made further progress. Collaboration across the business is enabling us to create more value for customers. Our businesses are joining together on new product development, while strengthened account management is increasing the range of products we supply to existing customers. Our new facility in Vietnam and the acquisition of Model Solution will also bring us closer to our customers. The awards we receive, such as those from Ford and Caterpillar, are evidence of the value we provide."

 

Six months to 30 June

2014

2013

Revenue

£252.6m

£243.5m

Underlying profit before tax(ii)

£19.8m

£17.3m

Statutory profit after tax

£9.4m

£5.5m

Operating cash flow

£19.8m

£16.7m

Net borrowings

£132.3m

£122.9m

Total equity

£383.8m

£453.6m

Underlying basic earnings(ii) per share(iii)

6.1p

5.4p

Statutory basic earnings per share(iii)

3.5p

2.1p

Dividend per share

4.27p

4.10p

 

Explanatory notes

 

i) Organic growth is calculated on a pro-forma basis, restating prior year comparatives as if acquisitions were owned for the equivalent period of the prior year, and in US Dollars.

 

ii) Laird uses underlying results as key performance indicators. Underlying profit before tax and underlying earnings per share are stated before exceptional items, the amortisation of acquired intangible assets, 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. The narrative is based on underlying operating profit, profit before tax and earnings per share, as the directors believe that these provide a more consistent measure of operating performance.

 

iii) The weighted average number of shares used to calculate earnings per share was 265.6m in the first half of 2013 and 266.7m in the first half of 2014.

 

Notes to editors

Laird is a global technology company focused on providing components and solutions that protect electronic devices from electromagnetic interference and heat, and that enable connectivity through wireless applications and antennae systems.

 

Enquiries

 

Laird PLC

David Lockwood, Chief Executive

Jonathan Silver, Chief Financial Officer

Tel: 020 7468 4040

MHP Communications

John Olsen

Reg Hoare

Jamie Ricketts

Tel: 020 3128 8100

 

Live webcast

A live audio webcast for shareholders and analysts will be available at 10.30am (UK time) at: http://www.laird-plc.com/laird/investor-relations/results-centre/

 

 

STRATEGIC PROGRESS

We continue to implement the strategy we set out in 2012 which, along with improvements in our markets, has helped us deliver a successful first half and gives us confidence in the full year.

 

Laird's strategic differentiation is based on innovation, reliable fulfilment and speed. We substantially increased our R&D spend last year and increased it further as a percentage of revenue in the first half of 2014. Our ability to innovate means we work with customers on their development plans. Our businesses are working more closely together to develop new products and we are increasingly creating new platforms to make our businesses more easily scalable, allowing us to bring new products to market more quickly.

 

For example, three of our business units collaborated to develop software embedded into Laird wireless devices, which companies in many industries can use to track their assets and manage data. Our collaborative approach also helped us deliver the industry's smallest high-performance, low-profile ultra high frequency vertical antenna, to meet critical customer needs in this market.

 

We continue to demonstrate our commitment to reliable fulfilment and speed. In the automotive market, for example, we achieved fewer than ten defects per million parts and achieved 100% on time to request, showing that we deliver high-quality products exactly when our customers want them. The customer awards we receive, such as those from Ford and Caterpillar, show that the value we offer is recognised by our customers.

 

Laird continues to penetrate attractive markets. We built a new manufacturing facility in Vietnam in the first half of the year, going from concept to opening in less than six months. In addition, we made progress with the move to larger, state-of-the-art premises for our Telematics business in Shanghai and Wireless Automation and Control Solutions in Warren, Ohio.

 

Along with the Model Solution acquisition in Korea, our new Vietnamese facility helps us to support major consumer electronics customers and to diversify our customer base in the region. Our growing customer diversity is shown by all businesses delivering revenue growth on an organic basis (revenue from our largest customer was 13% compared to 15% in the same period last year). The percentage of revenues from our "top 5" customers was 31% (2013: 33%).

 

Our customers are recognising the breadth of our capabilities, as collaborative selling by our businesses makes customers aware of the full range of our offering. As a result, we are playing a larger part in their plans. Notable successes include a contract win with a major North American automotive OEM, which has seen us increase our market share and content per vehicle.

 

Overall, we are well into the first phase of our strategy, in which we have professionalised our operations by making the right investments and addressing existing markets in the right way. This will continue to deliver growth in the coming years. The next phase of our development will be to build out new markets and new technologies, to further enhance value.

 

RESULTS

Revenue in the six months to 30 June 2014 in US Dollars grew by 12% to $421.3m (£252.6m) against $376.3m in 2013 (£243.5m). On an organic basis, revenue growth was 10%. Results stated in US Dollars can be found on page 7.

 

Underlying profit before interest and tax in US Dollars was 21% up at $39.2m (2013: $32.4m). The underlying return on sales margin was 9.3% (2013: 8.6%), as we continued to see the benefit of our investment in research and development.

 

Our underlying profit before tax in the period was £19.8m, 14% higher than in the first half of last year (2013: £17.3m). Statutory profit after tax in the first half was £9.4m (2013: £5.5m).

 

There was an exceptional net credit of £4.5m in the period.

 

Underlying basic earnings per share in the period rose 13% to 6.1 pence (2013: 5.4 pence).

 

Operating cash flow after capital expenditure was £19.8m (2013: £16.7m). This represented operating cash conversion after capital expenditure of 97% (2013: 80%).

 

Net borrowings at the end of June 2014 were £132.3m (December 2013: £109.5m). We have a strong balance sheet, providing us with the financial resources to continue to invest in both R&D and our capacity, as well as to take advantage of opportunities to make further acquisitions.

 

DIVIDEND

After substantial increases in the dividend over the last three financial years, the Board is adopting 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 therefore declared an interim dividend of 4.27 pence per share, up 4% on 2013. This is payable on 5 December 2014 to shareholders registered on 7 November 2014.

 

PERFORMANCE MATERIALS DIVISION

 

Six months to 30 June

2014

2013

2014

2013

£m

£m

$m

$m

Revenue

157.3

147.9

262.4

228.6

Underlying operating profit

17.1

15.1

28.6

23.3

Return on sales

10.9%

10.2%

10.9%

10.2%

 

Our Performance Materials Division has the ambition to 'own the electronic environment'. Its products provide critical protection for a wide range of electronic devices, at the chip, printed circuit board and system levels, allowing these devices to function and connect effectively.

 

Performance Materials has market leading positions in electromagnetic interference shielding ("EMI") and in active and passive thermal management and solutions. It designs and supplies a range of EMI shielding materials, thermal management solutions and signal integrity products.

 

Expressed in US Dollars, revenue in the half year increased by 15% compared with 2013. On an organic basis, revenue was 12% higher. The division benefited from strong markets, more frequent product launches by us and our customers, and market share gains.

 

EMI provided 64% (2013: 64%) of divisional revenues in the period, Thermal 27% (2013: 25%) and Signal Integrity Products 9% (2013: 11%).

 

EMI

Revenue from our EMI business was 12% higher (in US Dollars) than in the first half of 2013.

 

The telecoms industry is investing significantly in new infrastructure as it rolls out LTE (4G), particularly in China. This was a driver of EMI growth in the first half.

 

Rising demand for vehicles meant a strong automotive market and we gained share in this area. We are also benefiting from the ongoing increase in vehicles' electronic content.

 

Demand for smartphones from our major customers was strong. Further progress has been made with our second largest customer in this sector, with the successful opening of our Vietnam facility - which went from concept to qualification in just six months - and the expansion of our Korean business design centre.

 

Demand in the gaming market continued to be strong, although we expect revenue in gaming to decline in the second half.

 

Growth in these markets has more than offset ongoing weakness in the tablet market, where a lack of innovation by customers has seen the market grow more slowly and become more competitive. However, we have also seen some benefit from a rebound in sales of notebook computers.

 

Thermal

The key market segments for our Thermal business include telecoms, IT and medical. Revenue in this business was 18% higher (in US Dollars) than in the first half of 2013.

 

Revenue growth in Thermal was largely driven by the investment in telecoms infrastructure noted above. The rise in demand for notebooks and the strength of the automotive market were also beneficial.

 

Technical issues have held back the commercialisation of the Thin Film (Nextreme) product line. It is taking longer than originally expected to achieve a meaningful revenue stream, which in all likelihood will not occur within the earn-out period agreed when our Thermal business acquired this development project in February 2013.

 

Signal Integrity Products

Signal Integrity Products serves customers in the IT, automotive, telecoms and consumer markets. Revenue from this business was marginally up in US Dollars, compared with the first half of 2013.

 

As with our other Performance Materials businesses, Signal Integrity Products benefited from the demand caused by the telecoms infrastructure investment, as well as continued demand for gaming products.

 

Model Solution

In April 2014, we announced the acquisition of 51% of Model Solution which gives us a new design prototyping capability and strengthens our position in the key market of Korea. Model Solution has contributed revenue of $6.4m in the period and is starting to collaborate well with our other businesses. For example, it is helping a customer to develop a range of wearable technologies, for which we may ultimately provide both design and components.

 

WIRELESS SYSTEMS DIVISION

 

Six months to 30 June

2014

2013

2014

2013

£m

£m

$m

$m

Revenue

95.3

95.6

158.9

147.7

Underlying operating profit

9.7

9.3

16.1

14.4

Return on sales

10.2%

9.7%

10.1%

9.7%

 

Our Wireless Systems Division enables wireless communication, for customers requiring high performance and reliability in challenging environments. It holds leading positions in its markets, designing and supplying a range of telematics and infrastructure antennae products, machine-to-machine ("M2M") wireless modules and software enabled control systems.

 

The division showed good momentum in the first half, with revenues increasing by 8% in US Dollars.

 

We continued to invest in R&D and expand our capacity, which positions us to take advantage of the exciting potential we see in this business.

 

Telematics/M2M provided 61% (2013: 61%) of the division's revenue, while Wireless Automation and Control Solutions contributed 20% (2013: 21%) and Infrastructure Antennae Systems contributed 19% (2013: 18%).

 

 

Telematics/M2M

Revenue from this business was 7% higher (in US Dollars) than in the first half of 2013.

 

Telematics' revenue increase was driven by underlying growth of existing programmes for customers and the business was also successful in winning new work. For example, it secured a contract to supply M2M GPS technology for tracking solutions in North and South America, which will start towards the end of this year. It has also won significant new global programmes with major customers, with increasing Laird content and market share, as well as new programmes with automotive OEMs in China.

 

The first half also benefited from the refresh of our Bluetooth product line in 2013. We saw a notable increase in sales across a number of sectors, reflecting the widespread use of Bluetooth applications.

 

We added new programmes with medical OEMs, as we leveraged our application expertise and demonstrated our thought leadership in the medical space.

 

Wireless Automation and Control Solutions

Revenues for WACS were 3% higher (in US Dollars) than in the first half of 2013.

 

Growth in this business was driven by the underlying health of its markets and through our launch of new products in the industrial and rail sectors. We have introduced a new operator control product for the rail industry, which should generate revenues later in 2014. The business also secured a significant contract win in Europe.

 

Infrastructure Antennae Systems

Infrastructure Antennae Systems generated revenue growth of 14% (in US Dollars), compared with the first half of 2013.

 

This growth was underpinned by strong markets in telecoms, with demand for antennae installation to support the LTE/4G roll-out, and in industrial M2M markets. We also continued to win new business with a major provider of wireless LAN technology, as well as with tier 2 manufacturers in this market.

 

BOARD CHANGES

As first announced in November 2013, Dr Martin Read CBE succeeded Nigel Keen as Chairman of Laird PLC following the conclusion of the Annual General Meeting on 2 May 2014. The Board is extremely grateful to Nigel for his considerable service to Laird, over many years.

 

OUTLOOK

The good start to 2014 means we are on track to meet our expectations for the full year. As in 2013, we expect performance will again be significantly second-half weighted, with further revenue growth in the remainder of the year from product launches by us and our customers, the start of new contracts and seasonal demand for consumer products all contributing. Operational gearing will have a material beneficial impact in the second half, as it did in the same period last year.

 

The successful execution of our strategy is the key to delivering sustainable growth and our strategic progress underpins our confidence in the year as a whole.

 

FINANCE REVIEW

 

Revenue

Revenue was £252.6m in the first half of 2014, against £243.5m in 2013. As much of our revenue and costs is transacted in US Dollars, the result in Dollars is a better guide to performance. In US Dollars, revenue was 12% higher year on year, with Performance Materials revenues up 15% and Wireless Systems revenues rising by 8%. The table below summarises revenue in US Dollars for each division.

 

Revenue

Performance Materials

$m

Wireless Systems

$m

Total

 

$m

2013

228.6

147.7

376.3

2014 net of acquisitions

255.9

158.9

414.8

Acquisitions

6.5

-

6.5

Total for 2014

262.4

158.9

421.3

 

Revenue on an organic basis was 10% higher in the first six months of 2014. For acquisitions, this is calculated 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. Revenue on an organic basis for the "base" businesses (excluding the acquisitions) was also 10% higher. Growth with our two largest customers in smart phones, growth in gaming consoles, as well as, growth in automotive and telecoms markets (in particular for 4G/LTE mobile infrastructure) in both divisions, were the principal drivers of that top line growth, offset in part by sluggish revenues in the tablet market.

 

Underlying Profit

The table below shows underlying operating profit in US Dollars for the business segments. Margins were 9.3% in the first half of 2014 (2013: 8.6%). Return on sales margins increased year on year in both divisions.

 

Performance Materials

 

Wireless Systems

 

Unallocated Costs

 

Total

 

2013

Operating Profit $m

23.3

14.4

(5.3)

32.4

Return on Sales

10.2%

9.7%

(1.4%)

8.6%

2014

Operating Profit $m

28.6

16.1

(5.5)

39.2

Return on Sales

10.9%

10.1%

(1.3%)

9.3%

 

The table below provides further analysis in US Dollars of our underlying operating profit. The gross profit percentage has increased marginally year on year. SG&A has increased year on year but is lower relative to revenue, falling to 21.6% of revenue from 22.8% 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 $40.6m (9.6% of revenue) up from $34.2m in 2013, (9.1% of revenue) as we continue to drive innovation and invest for growth going forward.

 

Performance Materials &

Wireless Systems

 

Half Year to

30 June

2014

$m

Half Year to

30 June

2013

$m

Revenue

Cost of sales

421.3

(256.8)

376.3

(230.0)

Gross profit

164.5

146.3

Gross profit %

39.0%

38.9%

 

SG&A

 

(90.9)

 

 (85.7)

Gross R&D

 (40.6)

 (34.2)

Net capitalised development

6.2

6.0

Operating profit

 39.2

 32.4

Underlying profit before interest and tax in US dollars grew by 21%. Underlying profit before tax in the half year increased by 14% to £19.8m (2013: £17.3m). 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.

 

Exceptional Items

There was an exceptional net credit of £4.5m in the period. As part of this, the exceptional credit of £5.5m was due to the release of the contingent consideration of £6.8m arising from the acquisition of the Nextreme development project in 2013 offset in part by £1.3m of Nextreme asset write downs. Ongoing technical issues have delayed the commercialisation of Nextreme and it is therefore unlikely that a meaningful level of revenue will be achieved in the period subject to the earnout.

 

There was a £1m exceptional cost in respect of acquisition transaction costs for Model Solution which was acquired in April of this year.

 

Profit after tax

The profit for the period was £9.4m (2013: £5.5m).

 

Finance Costs

Finance costs, before fair value adjustments, were £3.7m (2013: £3.7m). Interest cover was 10.7 times. Fair value adjustments on financial instruments were £(2.1)m (2013: £0.9m) due to foreign exchange fluctuations.

 

Taxation

The underlying tax charge on underlying profit before tax is equivalent to an average tax rate of 18.5% (2013: 17.5%), which is our best estimate of the outcome for the 2014 full year.

 

Underlying Earnings

Underlying earnings per share were up by 13% to 6.1p (2013: 5.4p). Underlying earnings are based on underlying profit less underlying tax attributable to the parent company. The average number of shares in issue in the first half of 2014 was 266.7m, compared with 265.6m in the first half of 2013.

 

 

Cash Flow

In the first half of 2014, Laird produced an operating cash flow surplus of £19.8m (2013: £16.7m), a cash conversion of 97% of operating profit if we exclude £3.0m for the investment in the new business in Vietnam and supporting business design centre.

Vietnam investment £m

Base business £m

Underlying operating profit

-

23.5

Depreciation

-

7.6

Amortisation of capitalised development costs

-

2.3

Other non-cash

-

1.1

-

34.5

Increase in working capital

-

2.1

Capitalised development costs

-

(6.0)

Capital expenditure less disposals

(3.0)

(7.8)

Operating cash flow

(3.0)

22.8

Total operating cash flow

19.8

Finance costs

(3.7)

Taxation

(7.6)

Trading cash flow surplus

8.5

Acquisitions / disposals

(26.8)

Exceptional costs

(6.7)

Increase in treasury shares

(1.1)

Share issues

0.3

Increase in net borrowings before exchange movement

(25.8)

Exchange translation movement

3.0

Increase in net borrowings since 31 December 2013

(22.8)

 

There was a working capital inflow of £2.1m, as would be expected, given that revenues in the second quarter of 2014 were lower than in the fourth quarter of last year. Our revenues are seasonally weighted to the second half of the year and in particular to the fourth quarter. We expect the working capital inflow to more than reverse in the second half of the year.

 

Capital expenditure, including the investment in Vietnam in Performance Materials, was 1.4 times depreciation in the first six months of this year. This year, capital investment will be higher than our long term average of 3% of revenue. In addition to the investment in Vietnam, in Wireless Systems, the Telematics business is moving to a larger plant in Shanghai and the WACS business is moving to a larger plant in Warren, Ohio.

 

Net Borrowings and Debt Facilities

Overall, net borrowings increased during the half year by £22.8m, to £132.3m. Most of our borrowings and cash deposits are in US Dollars. As at 30 June 2014, £27.7m of borrowings were in Euros.

 

A cornerstone of Laird's 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. Laird has in place £250m of committed bilateral revolving credit facilities. As at the end of June 2014, £225m expires at the end of March 2019. Since the year end, the remaining £25m has been extended and will not expire until July 2019. In addition, Laird has in issue $140m (£82.4m) of US Dollar Private Placement loan notes, which have remaining terms of four months (2014, $97m) and two years (2016, $43m). On 30 July 2014, Laird entered into another Private Placement note agreement which will be drawn down in September of this year. This is 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. Laird's 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 2014, net borrowings were 1.5 times EBITDA, against the maximum permitted of 3.5 times. Interest cover was 10.7 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 2014

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

 

We aim to balance local currency exposures but the business operates globally, which can create currency imbalances where operating costs do not match revenues in the same currency. In the first half of 2014, 75% of revenues were invoiced in US Dollars, 11% in Renminbi and 11% in Euros. We had a substantial US Dollar surplus in the first half, as just under 48% of costs are in US Dollars and a relatively small Euro surplus, with 8% of our costs being in Euros. In most other currencies, costs exceeded revenues, the most significant being the Renminbi which accounted for 32% 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 (Pound Sterling). Each US $0.01 appreciation against Sterling approximates to an annual increase in operating profit of £0.4m.

 

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

 

Principal Risks

Laird operates globally in varied markets. The principal risks and uncertainties that are or may be faced are disclosed in the 2013 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 2013 Annual Report include the competitive markets in which we operate, macroeconomic and political factors, exposure to increases in labour costs in China and world commodity prices, the requirement to meet increasingly stringent environmental laws and regulations, and risks related to brand management, our products and operational continuity.

 

Total Equity

Total equity at 30 June 2014 was £383.8m (30 June 2013: £453.6m). 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 1-10 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 2014 and their respective responsibilities are set out in the Laird PLC 2013 Annual Report. Details of the changes since the year end are set out on page 6 of this Report.

 

By Order of the Board:

 

 

D C Lockwood, Chief Executive

J C Silver, Chief Financial Officer

30 July 2014

 

 

 

 

 

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 2014 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 15. 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 2014 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

30 July 2014

 

Group income statement

(unaudited)

 

6 months

6 months

12 months

to

to

to

30 June

30 June

31 Dec

2014

2013

2013

 £m

£m

£m

Note

Continuing operations

3

Revenue

Performance Materials

157.3

147.9

342.8

Wireless Systems

95.3

95.6

194.2

252.6

243.5

537.0

Operating profit before amortisation of acquired intangible assets and exceptional items

 

23.5

 

21.0

 

67.2

Amortisation of acquired intangible assets

(6.2)

(7.0)

(13.6)

5

Exceptional items

4.5

(1.0)

(4.6)

Operating profit

21.8

13.0

49.0

Finance revenue

0.3

0.4

0.8

Finance costs

(4.0)

(4.2)

(8.0)

Financial instruments - fair value adjustments

(2.1)

0.9

1.3

Other net finance revenue - pension

-

0.1

0.1

Profit before tax from continuing operations

16.0

10.2

43.2

8

Taxation

(6.6)

(4.7)

(12.6)

Profit from continuing operations

9.4

5.5

30.6

6

Discontinued operations

Profit from discontinued operations

-

-

0.2

Profit for the period

9.4

5.5

30.8

 

Attributable to:

Equity share holders of the parent company

9.4

5.5

 30.8

Non-controlling interests

-

-

-

9.4

5.5

30.8

7

Earnings per share

Basic from continuing operations*

3.5p

2.1p

11.5p

Diluted from continuing operations*

3.5p

2.0p

11.4p

Basic on profit for the period*

3.5p

2.1p

11.6p

Diluted on profit for the period*

3.5p

2.0p

11.5p

8

Underlying profit before tax**  

Continuing

19.8

17.3

 60.1

Underlying earnings per share**

Basic from continuing operations*

6.1p

5.4p

18.6p

Diluted from continuing operations*

6.0p

5.3p

18.4p

* 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

2014

2013

2013

Note

£m

£m

£m

Profit for the period

9.4

5.5

30.8

Items that will not be reclassified subsequently to

profit or loss:

15

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

0.6

(0.2)

(2.5)

Items that may be reclassified subsequently to

profit or loss:

Exchange differences on retranslation of overseas net investments

 

(17.3)

 

33.2

 

(8.7)

Exchange differences on net investment hedges

4.5

(9.3)

2.5

(12.8)

23.9

(6.2)

Other comprehensive (loss) / income for the period

(12.2)

23.7

(8.7)

 

 

Total comprehensive (loss) / income for the period

 

 

(2.8)

 

 

29.2

 

 

22.1

Attributable to:

Equity shareholders of the parent company

(2.8)

29.2

22.1

Non-controlling interests

-

-

-

(2.8)

29.2

22.1

 

 

 

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 2014

At 1 January 2014

75.3

271.2

7.3

84.7

(2.4)

-

436.1

-

436.1

Profit for the period

-

-

9.4

-

-

-

9.4

-

9.4

Other comprehensive income/(loss)

-

-

0.6

(12.8)

-

-

(12.2)

-

(12.2)

Total comprehensive income/(loss)

-

-

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

Purchase of treasury shares

-

-

-

-

(1.1)

-

(1.1)

-

(1.1)

Vesting of LTIPs/Restricted shares

-

-

(1.7)

-

1.7

-

-

-

-

Fair value of put option

-

-

-

-

-

(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 6 months to 30 June 2013

At 1 January 2013

75.2

271.0

8.1

90.9

(4.3)

-

440.9

-

440.9

Profit for the period

-

-

5.5

-

-

-

5.5

-

5.5

Other comprehensive income/(loss)

-

-

 (0.2)

23.9

-

-

23.7

-

23.7

Total comprehensive income/(loss)

-

-

5.3

23.9

-

-

29.2

-

29.2

Exercise of share options

-

0.1

-

-

-

-

0.1

-

0.1

Share based payments

-

-

1.1

-

-

-

1.1

-

1.1

Vesting of LTIPs/Restricted shares

-

-

 (1.8)

-

1.8

-

-

-

-

Dividends paid

-

-

(17.7)

-

-

-

(17.7)

-

(17.7)

At 30 June 2013

75.2

271.1

(5.0)

114.8

(2.5)

-

453.6

-

453.6

for the 12 months to 31 December 2013

At 1 January 2013

75.2

271.0

8.1

90.9

(4.3)

-

440.9

-

440.9

Profit for the year

-

-

30.8

-

-

-

30.8

-

30.8

Other comprehensive income/(loss)

-

-

 (2.5)

(6.2)

-

-

(8.7)

-

(8.7)

Total comprehensive income/(loss)

-

-

28.3

(6.2)

-

-

22.1

-

22.1

Exercise of share options

0.1

0.2

-

-

-

-

0.3

-

0.3

Share based payments

-

-

1.4

-

-

-

1.4

-

1.4

Vesting of LTIPs/Restricted shares

-

-

 (1.9)

-

1.9

-

-

-

-

Dividends paid

-

-

(28.6)

-

-

-

(28.6)

-

(28.6)

At 31 December 2013

75.3

271.2

7.3

84.7

(2.4)

-

436.1

-

436.1

 

 

Group statement of financial position

(unaudited)

 

As at

As at

As at

30 June

30 June

31 Dec

2014

2013

2013

Note

£m

£m

£m

Assets

Non-current assets

Property, plant and equipment

82.7

74.0

69.0

Intangible assets

517.3

551.0

513.9

Deferred tax assets

5.7

7.1

6.3

11

Derivative financial instruments

1.0

-

-

15

Retirement benefit assets

5.8

7.0

4.8

Other non-current assets

1.1

0.7

0.6

613.6

639.8

594.6

Current assets

Inventories

54.3

52.1

53.8

Trade and other receivables

107.1

102.0

123.7

Income tax receivable

0.2

1.0

0.5

11

Derivative financial instruments

-

1.5

1.9

Other current financial assets

0.7

-

-

13(a)

Cash and cash equivalents

48.1

66.0

51.5

210.3

222.6

231.4

Liabilities

Current liabilities

13

Borrowings

(59.7)

(0.2)

(58.6)

11

Derivative financial instruments

(0.2)

-

-

Trade and other payables

(107.1)

(82.5)

(101.7)

Current tax liabilities

(3.3)

(2.9)

(6.9)

Provisions

(1.0)

(0.5)

(1.5)

(171.3)

(86.1)

(168.7)

Net current assets

39.0

136.5

62.7

Non-current liabilities

13

Borrowings

(121.4)

(188.7)

(102.4)

11

Derivative financial instruments

(33.3)

-

-

Income tax payable

(20.5)

(24.1)

(20.3)

Deferred tax liabilities

(77.9)

(82.7)

(76.5)

15

Retirement benefit obligations

(10.1)

(8.7)

(8.5)

Other non-current liabilities

(0.7)

(12.8)

(8.3)

Provisions

(5.0)

(5.7)

(5.2)

(268.9)

(322.7)

(221.2)

Net assets

383.8

453.6

436.1

Capital and reserves

Equity share capital

75.3

75.2

75.3

Share premium

271.5

271.1

271.2

Retained earnings

(4.5)

(5.0)

7.3

Translation reserve

71.9

114.8

84.7

Treasury shares

(1.8)

(2.5)

(2.4)

Other reserves

(33.3)

-

-

Equity attributable to owners of the parent company

379.1

453.6

436.1

Non-controlling interests

4.7

-

-

Total equity

383.8

453.6

436.1

 

 

Group cash flow statement

(unaudited)

 

6 months

6 months

12 months

to

to

To

30 June

30 June

31 Dec

2014

2013

2013

Note

£m

£m

£m

12

Cash flows from operating activities

Cash generated from operations

29.9

26.7

64.9

Tax paid

(7.6)

(7.0)

(13.0)

Net cash flows from operating activities

22.3

19.7

51.9

Cash flow from investing activities

Interest received

0.3

0.4

0.8

12

Acquisition of businesses (net of cash acquired)

(19.0)

0.1

0.1

Purchase of property, plant and equipment

(10.9)

(5.8)

(13.1)

Purchase of intangible assets (internally developed)

(6.0)

(5.8)

(11.6)

12

Net (outflow) / inflow from sale of businesses

(0.1)

3.0

2.8

Proceeds from sales of property, plant and equipment

0.1

0.1

0.3

Decrease in current financial assets

1.0

-

-

Net cash flows from investing activities

(34.6)

(8.0)

(20.7)

Cash flows from financing activities

Interest and other finance costs paid

(4.0)

(4.1)

(7.9)

Net proceeds from issue of ordinary share capital

0.3

0.1

0.3

Purchase of treasury shares

(1.1)

-

-

Increase / (decrease) in borrowings

15.1

3.8

(12.3)

Dividends paid to equity shareholders of the parent

-

(17.7)

(28.6)

Net cash flows from financing activities

10.3

(17.9)

(48.5)

Effects of movements in foreign exchange rates

(1.4)

3.5

0.1

13(a)

Decrease in cash and cash equivalents for the period

(3.4)

(2.7)

(17.2)

Cash and cash equivalents brought forward

51.5

68.7

68.7

Cash and cash equivalents carried forward

48.1

66.0

51.5

 

 

Notes to the Interim Report

(unaudited)

 

 

1 Authorisation of interim financial statements

 

The Group's interim financial statements for the period ended 30 June 2014 were authorised for issue by the Board of Directors on 30 July 2014. 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 2013 and the year ended 31 December 2013 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 2013 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 2014 Annual Report and Accounts which do not differ significantly from those used in the preparation of the 2013 Annual Report and Accounts. 

 

The Group has applied, for the first time, IFRS 10 Consolidated financial statements. Several other new standards and amendments apply for the first time in 2014, however, they do not impact the interim condensed consolidated financial statements of the Group.

 

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.

 

 

Notes to the Interim Report

(unaudited)

 

 

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

2014

2013

2013

2014

2013

2013

2014

2013

2013

£m

£m

£m

£m

£m

£m

£m

£m

£m

Continuing operations

Revenue from customers

157.3

147.9

324.8

95.3

95.6

194.2

252.6

243.5

537.0

Segment profit before:

17.1

15.1

51.5

9.7

9.3

22.7

26.8

24.4

74.2

Amortisation of acquired intangible assets

 

(2.3)

 

(2.5)

 

(4.9)

 

(3.9)

 

(4.5)

 

(8.7)

 

(6.2)

 

(7.0)

 

(13.6)

Exceptional items

(1.3)

-

(0.6)

-

-

(5.4)

(1.3)

-

(6.0)

13.5

12.6

46.0

5.8

4.8

8.6

19.3

17.4

54.6

Unallocated costs

(3.3)

(3.4)

(7.0)

Unallocated exceptional items

5.8

(1.0)

1.4

Operating profit

21.8

13.0

49.0

Finance revenue

0.3

0.4

0.8

Finance costs

(4.0)

(4.2)

(8.0)

Financial instruments - fair value adjustments

(2.1)

0.9

1.3

Other net finance revenue - pension

-

0.1

0.1

Profit before tax

16.0

10.2

43.2

Taxation

(6.6)

(4.7)

(12.6)

Profit from continuing operations

9.4

 5.5

 30.6

 

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

 

 

 

Notes to the Interim Report

(unaudited)

 

 

3 Segmental analysis (continued)

 

Total

6 months

6 months

12 months

to

to

to

30 June

30 June

31 Dec

2014

2013

2013

£m

£m

£m

Discontinued operations

Revenue from customers

-

-

-

Segment profit before:

-

-

-

Exceptional items

-

-

0.2

Operating profit

-

-

0.2

Taxation

-

-

(0.4)

Profit from discontinued operations

-

-

(0.2)

Profit before tax on prior year disposals

-

-

0.4

Taxation

-

-

-

Profit from discontinued operations

-

-

0.2

Profit for the period

-

5.5

30.8

 

 

Total

6 months

6 months

12 months

to

to

to

30 June

30 June

31 Dec

2014

2013

2013

£m

£m

£m

Segment assets

Performance Materials

483.4

488.4

478.5

Wireless Systems

321.4

351.0

324.5

804.8

839.4

803.0

Unallocated assets

19.2

23.0

23.0

Total assets

824.0

862.4

826.0

 

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

 

 

Notes to the Interim Report

(unaudited)

 

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

2014

2013

2013

2014

2013

2013

Czech Koruna

33.42

30.21

30.56

34.16

30.57

32.90

Euros

1.22

1.18

1.18

1.25

1.18

1.20

Japanese Yen

171.05

146.85

152.12

172.89

149.45

174.08

Renminbi ("RMB")

10.28

9.56

9.62

10.59

9.43

10.03

South Korean Won

1749.19

1700.50

1710.65

1733.9

1770.83

1747.92

Swedish Krona

10.89

10.03

10.18

11.44

10.31

10.64

US Dollars

1.67

1.55

1.56

1.70

1.53

1.66

 

5 Exceptional items

6 months to

6 months to

12 months to

30 June

30 June

31 Dec

2014

2013

2013

£m

£m

£m

Continuing operations:

Performance Materials

Inventory write downs

(0.2)

-

-

Capitalised development costs write downs

(1.1)

-

-

Other restructuring costs

-

-

(0.6)

(1.3)

-

(0.6)

Wireless Systems

Buyout of a Manufacturing Representative agreement

-

-

(5.0)

Capitalised development costs write downs

-

-

(0.2)

Other restructuring costs

-

-

(0.2)

-

-

(5.4)

Unallocated costs

Business acquisition transaction costs (note 10)

(1.0)

(0.5)

(0.6)

Acquisition contingent consideration reduction (note 10)

6.8

-

4.7

Restructuring costs

-

(0.5)

(2.7)

5.8

(1.0)

1.4

4.5

(1.0)

(4.6)

Discontinued operations:

Other restructuring costs

-

-

0.2

-

-

0.2

4.5

(1.0)

(4.4)

Notes

(a) The asset write downs of £1.3m in 2014 to their recoverable amount is as a result of a

reduction in future expected revenues from the Nextreme development project which was acquired in 2013.

(b) The total cash outlay for exceptional costs in 2014 was £6.7m (June 2013, £1.5m).

£5.9m was in respect of prior year exceptional costs, of which £4.3m related to the

buyout of a Manufacturing Representative agreement.

(c) The tax effect on exceptional items in 2014 is a £0.8m charge (June 2013, £Nil).

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

(e) Discontinued operations in 2013 comprise the Handset Antennae business.

 

Notes to the Interim Report

(unaudited)

 

6 Discontinued operations

 

6 months to

6 months to

12 months to

30 June

30 June

31 Dec

2014

2013

2013

£m

£m

£m

Results from discontinued operations:

Revenue from customers

-

-

-

Operating profit before:

-

-

-

Exceptional items

-

-

0.2

Operating profit

-

-

0.2

Taxation

-

-

(0.4)

Profit from discontinued operations

-

-

(0.2)

Profit on disposal of businesses:

Profit on prior year disposals

-

-

0.4

Taxation

-

-

-

Profit after tax on disposals

-

-

0.4

Profit from discontinued operations

-

-

0.2

Discontinued operations in 2013 comprise the Handset Antennae business.

 

7  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

2014

2013

2013

£m

£m

£m

Profit*

Profit after tax from continuing operations

9.4

5.5

30.6

Profit from discontinued operations

-

-

0.2

Profit for the period

9.4

5.5

30.8

Number

Number

Number

of shares

of shares

of shares

 (m)

 (m)

(m)

Weighted average shares

Basic weighted average shares

266.7

265.6

266.0

Options

2.4

2.8

2.8

Diluted weighted average shares

269.1

268.4

268.8

Pence

Pence

Pence

Earnings per share*

Basic from continuing operations

3.5

2.1

11.5

Diluted from continuing operations

3.5

2.0

11.4

Basic from discontinued operations

-

-

0.1

Diluted from discontinued operations

-

-

0.1

Basic on profit for the period

3.5

2.1

11.6

Diluted on profit for the period

3.5

2.0

11.5

 

* attributable to equity shareholders of the parent company

 

Notes to the Interim Report

(unaudited)

 

 

8 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

2014

2013

2013

£m

£m

£m

Profit

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

 

23.5

 

21.0

 

67.2

Finance revenue

0.3

0.4

0.8

Finance costs

(4.0)

(4.2)

(8.0)

Other finance revenue / (expense) - pension

-

0.1

0.1

Continuing underlying profit before tax

19.8

17.3

60.1

Tax

The underlying tax charge is calculated as follows:

Underlying tax on continuing operations

3.7

3.0

10.5

Continuing underlying tax rate

18.5%

17.5%

17.5%

Tax charge on discontinued operations

-

-

0.4

Tax charge / (credit) on exceptional items

0.8

-

(0.7)

Deferred tax on goodwill, acquired intangible assets

and US capitalised development costs

 

2.1

 

1.7

 

2.8

Total tax charge

6.6

4.7

13.0

 

Analysis of tax charge:

Tax on profit from continuing operations

6.6

4.7

12.6

Tax on discontinued operations

-

-

0.4

6.6

4.7

13.0

 

 

Earnings per share*

 

Pence

 

Pence

 

Pence

 

Continuing underlying earnings per share - basic

6.1

5.4

18.6

Continuing underlying earnings per share - diluted

6.0

5.3

18.4

 

* 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 2013, £4.7m, December 2013, £13.0m).

 

 

Notes to the Interim Report

(unaudited)

 

 

9 Dividends paid and proposed

 

On 30 July 2014 the Board declared an interim dividend of 4.27p per share (2013, 4.1p). The interim dividend will be paid on 5 December 2014 to shareholders registered on 7 November 2014. 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

2014

2013

2013

2014

2013

2013

£m

£m

£m

£m

£m

£m

Final 2012

-

17.7

17.6

-

-

-

Interim 2013

-

-

11.0

-

11.0

11.0

Final 2013**

-

-

-

-

-

21.1

Interim 2014

-

-

-

11.4

-

-

-

17.7

28.6

11.4

11.0

32.1

 

 

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

2014

2013

2013

2014

2013

2013

Pence

Pence

Pence

Pence

Pence

Pence

Final 2012

-

6.6

6.6

-

-

-

Interim 2013

-

-

4.1

-

4.1

4.1

Final 2013**

-

-

-

-

-

7.9

Interim 2014

-

-

-

4.27

-

-

-

6.6

10.7

4.27

4.1

12.0

 

* attributable to the period

** final 2013 dividend of £21.2m paid on 4 July 2014

 

 

Notes to the Interim Report

(unaudited)

 

 

10 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 fair values are provisional. 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:

 

Provisional

Book

values

fair values to the Group

£m

£m

Property, plant and equipment

14.0

14.0

Intangible assets

-

5.4

Deferred tax assets

0.1

0.1

Inventories

2.1

2.1

Trade and other receivables

0.9

0.9

Other current financial assets

1.7

1.7

Other non-current assets

0.8

0.8

Trade and other payables

(2.8)

(2.8)

Income tax payable

(0.3)

(1.4)

Deferred tax liabilities

-

(1.2)

Retirement benefit obligations

(1.3)

(1.3)

Other non-current liabilities

-

(0.5)

Provisions

(0.3)

(0.3)

14.9

17.5

Cash and cash equivalents

1.5

1.5

Borrowings

(9.4)

(9.4)

Net assets acquired

7.0

9.6

Non-controlling interests (49%)

(4.7)

Goodwill arising on acquisition

14.6

Net consideration

19.5

Consideration satisfied by:

Cash consideration paid

 

20.5

Less: Call option at initial fair value

(1.0)

19.5

 

Transaction costs of £1.0m have been expensed and are included within exceptional items.

 

 

Notes to the Interim Report

(unaudited)

 

10 Business combinations (continued)

 

Acquisition of businesses in 2014

 

In the period following acquisition, revenue for Model Solution was £3.9m, there was a loss after tax of £0.1m and underlying profit before tax was £Nil. If the acquisition had been held for the full half year, Group revenues would have been £258.9m and the profit before tax would have been £0.5m higher at £16.5m. Included in the £14.6m 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.

 

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 (£19.8m) and KRW 92.7bn (£53.5m).

 

Financial liability - put option

 

The financial liability that may become payable under the put option is 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. In the event that the put option lapses unexercised, the liability with be derecognised with a corresponding adjustment to equity.

 

 

Financial asset - the call option

 

There is a financial asset 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.

 

 

Notes to the Interim Report

(unaudited)

 

 

10 Business combinations (continued)

 

Acquisition of businesses in 2013

 

On 12 February 2013, Nextreme Thermal Solutions Inc., a US based developer of thin-film thermoelectric technologies, was acquired for a total consideration of £12.2m which includes estimated contingent consideration payable of £12.0m if certain revenue targets are met over a four year period from 2014 onwards. The maximum contingent consideration payable is £38.3m ($60m) if £95.8m ($150m) of revenue is achieved.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.

 

Book and fair values of the net liabilities of the business acquired, 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

0.5

0.5

Intangible assets

-

-

Trade and other receivables

0.1

0.1

Trade and other payables

(0.8)

(0.8)

Net liabilities acquired

(0.2)

(0.2)

Goodwill arising on acquisition

12.4

Consideration

12.2

Consideration satisfied by:

Cash consideration

-

Net cash acquired

0.1

Contingent consideration

(12.0)

(11.9)

Borrowings acquired

(0.3)

(12.2)

 

The Group has acquired a 100% interest in the acquisition noted above. Revenue in 2013 for the entity acquired was £0.2m following acquisition. Loss before tax in 2013, on both an underlying and an IFRS basis, was £(1.7)m following acquisition. If the acquisition had been held for the full year in 2013, Group revenues would have been unchanged at £537.0m and the profit before tax would have been £0.5m lower at £42.7m. Included in the £12.4m of goodwill recognised above are certain assets that cannot be individually separated and reliably measured due to their nature, including the expected value of synergies. None of the goodwill is expected to be deductible for income tax purposes.

 

The estimate of contingent consideration has been reduced to £Nil as at 30 June 2014 after a reassessment of likely revenues over the four year measurement period from 2014 onwards. The reduction in estimated contingent consideration of £6.8m (at an average exchange rate against the US$) has been credited to the income statement.

 

 

Notes to the Interim Report

(unaudited)

 

 

11 Financial instruments

 

The tables below set out a comparison between book values and fair values of financial instruments as at 30 June 2014 and 31 December 2013:

 

Financial assets

 

The financial assets of the Group comprised:

 

At 30 June 2014

 

At 31 December 2013

 

 

Current

Book values

£m

Fair values

£m

Book values

 £m

Fair values

£m

Cash and cash equivalents

48.1

48.1

51.5

51.5

Other current financial assets

0.7

0.7

-

-

Derivative financial instruments

-

-

1.9

1.9

Trade and other receivables

103.1

103.1

112.0

112.0

151.9

151.9

165.4

165.4

Non-current

Derivative financial instruments

1.0

1.0

-

-

Other non-current receivables

1.1

1.1

0.6

0.6

2.1

2.1

0.6

0.6

 

Financial liabilities

 

The financial liabilities of the Group comprised:

 

Book values

£m

Fair values

£m

Book values

£m

Fair values

£m

Current

Borrowings

59.7

60.9

58.6

60.5

Derivative financial instruments

0.2

0.2

-

-

Trade and other payables

82.8

82.8

100.2

100.2

142.7

143.9

158.8

160.7

Non-current

Borrowings

121.4

123.6

102.4

104.8

Derivative financial instruments

33.3

33.3

-

-

Other non-current liabilities

0.7

0.7

8.3

8.3

155.4

157.6

110.7

113.1

 

Derivative financial instruments

 

The Group holds forward foreign exchange contracts to manage foreign exchange exposures. The forward contracts have a principal value of £58.4m (June 2013, £96.5m) 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 decrease in fair value during 2014 of £2.1m (June 2013, £0.9m increase) has been taken to the income statement.

 

In accordance with the fair value hierarchy under IFRS 7, forward foreign exchange contracts are Level 2 derivative financial instruments.

 

 

Notes to the Interim Report

(unaudited)

 

 

11 Financial instruments (continued)

 

 

Contingent consideration

The consideration to acquire Nextreme Thermal Solutions Inc. (see note 10) 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)

(6.8)

Exchange adjustment

(0.1)

Non-current liability for contingent consideration as at 30 June 2014

-

 

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 30 June 2014 being a 4 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 7, contingent consideration is a Level 3 derivative financial instrument under IFRS 7.

 

 

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 initially recognised at a fair value of £33.3m 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 (£19.8m). 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 3.46% applied at 30 June 2014.

 

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 £3.3m, while a 10% decrease would result in an decrease in the financial liability of £2.7m. An increase in the discount rate by 1% would result in an decrease in the financial liability of £0.9m, while a decrease in the discount rate by 1% would result in an increase in the financial liability of £1.0m.

 

In accordance with the fair value hierarchy under IFRS 7, the put option is a Level 3 derivative financial instrument under IFRS 7.

 

 

Notes to the Interim Report

(unaudited)

 

 

11 Financial instruments (continued)

 

Financial asset - call option

 

There is a financial asset recognised of £1.0m within non-current assets in respect of the call option that the Group has over the non-controlling interest in Model Solution.

 

The exercise price for the call option will be calculated by dividing the EBITDA of Model Solution for the year to the end of the financial month 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 (£19.8m). 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 2014.

 

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 £0.2m, while a 10% decrease would result in an increase in the financial assets of £0.2m 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 7, the put option is a Level 3 derivative financial instrument under IFRS 7.

 

 

Notes to the Interim Report

(unaudited)

 

 

12 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

2014

2013

2013

£m

£m

£m

Profit after taxation

9.4

5.5

30.6

Depreciation and other non-cash items

Depreciation

7.6

7.3

14.9

Amortisation of capitalised development costs

2.3

1.9

3.6

Amortisation of acquired intangible assets

6.2

7.0

13.6

Exceptional capitalised development costs write downs

1.1

-

0.1

Exceptional inventory write downs

0.2

-

-

Exceptional acquisition contingent consideration reduction

(6.8)

-

(4.7)

Share based payments

1.1

1.1

1.4

Financial instruments - fair value adjustments

2.1

(0.9)

(1.3)

Other net finance costs

3.7

3.7

7.1

Taxation

6.6

4.7

12.6

Changes in working capital

Inventories

(0.5)

1.4

(3.9)

Trade and other receivables

13.6

18.6

(11.0)

Trade, other payables and provisions

(16.7)

(23.4)

1.4

(3.6)

(3.4)

(13.5)

Cash generated from continuing operations

29.9

26.9

64.4

Changes in working capital from continuing operations are after creditor decreases of £5.7m (June 2013, £0.3m) in respect of exceptional costs.

 

 

Notes to the Interim Report

(unaudited)

 

12 Additional cash flow information (continued)

 

Discontinued operations

6 months

6 months

12 months

to

to

to

30 June

30 June

31 Dec

2014

2013

2013

£m

£m

£m

Profit after taxation

-

-

0.2

Profit on disposals of businesses before taxation

-

-

(0.4)

Taxation

-

-

0.4

Changes in working capital

Trade, other payables and provisions

-

(0.2)

0.3

-

(0.2)

0.3

Cash generated from discontinued operations

-

(0.2)

0.5

Cash generated from operations

29.9

26.7

64.9

 

Changes in working capital from discontinued operations are after creditor decreases of £Nil (June 2013, £0.2m) in respect of exceptional costs.

 

Net cash (outflow) / inflow on acquisitions and disposals

6 months

6 months

12 months

to

to

to

30 June

30 June

31 Dec

2014

2013

2013

£m

£m

£m

Acquisition of businesses

Consideration:

Cash consideration

(20.5)

-

-

Net cash acquired

1.5

0.1

0.1

Net cash (outflow) / inflow on acquisition of businesses

(19.0)

0.1

0.1

Borrowings acquired

(9.4)

(0.3)

(0.3)

 

Disposal of businesses

Consideration:

Net cash (outflow) / inflow on disposal of businesses

(0.1)

3.0

2.8

 

Included within the net cash inflow on disposal of businesses is £Nil (June 2013, £3.1m, December 2013, £2.8m) arising from the disposal of Laird Technologies (Beijing) Co. Ltd which completed in November 2012.

 

 

 

Notes to the Interim Report

(unaudited)

 

 

13 Borrowings

 

(a) Reconciliation of net borrowings

 

At

At

At

30 June

30 June

31 Dec

2014

2013

2013

£m

£m

£m

Decrease in cash and cash equivalents (net of bank overdrafts)

(3.4)

(2.7)

(17.2)

Current financial assets acquired

1.7

-

-

Movement in current financial assets

(1.0)

-

-

Movement in borrowings

(15.1)

(3.8)

12.3

Borrowings of businesses acquired

(9.4)

(0.3)

(0.3)

Differences on exchange on borrowings

4.4

(9.3)

2.5

Movement in net borrowings during the period

(22.8)

(16.1)

(2.7)

Net borrowings brought forward

(109.5)

(106.8)

(106.8)

Net borrowings carried forward

(132.3)

(122.9)

(109.5)

 

Cash and cash equivalents (net of bank overdrafts)

48.1

66.0

51.5

 

Current financial assets

0.7

-

-

 

Current borrowings

(59.7)

(0.2)

(58.6)

 

Non-current borrowings

(121.4)

(188.7)

(102.4)

 

Net borrowings carried forward

(132.3)

(122.9)

(109.5)

 

 

 

(b) Committed borrowing facilities

 

The Group had total committed loan facilities of £326.3m at 30 June 2014 (June 2013, £326.3m), of which £263.0m (June 2013, £263.0m) was available for more than two years and £189.6m was drawn at 30 June 2014 (June 2013, £189.6m).

 

 

14 Post balance sheet event

 

New US Private Placement loan agreements for a total of £73.9m were signed on [29] July 2014 with an average maturity of 6.9 years with a start date from September 2014.]

 

 

Notes to the Interim Report

(unaudited)

 

 

15 Retirement benefit obligations

 

A review of the main assumptions affecting the Group's defined benefit obligations was carried out at 30 June 2014, by the Group's actuary.

 

The mortality assumption used at 30 June 2014 is the same as that used at 31 December 2013. 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 3.5% per annum (December 2013, 3.6%), salary increases of 4.5% to 5.5% per annum (December 2013, 4.6% to 5.6%) and a discount rate for liabilities of 4.25% per annum (December 2013, 4.4%).

 

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

2014

2013

2013

£m

£m

£m

Defined benefit net deficit at period start

(3.7)

(1.5)

(1.5)

Net pension expense

(0.3)

(0.1)

(0.3)

Employer contributions

0.1

0.1

0.3

Re-measurement gain / (loss)

1.2

(0.2)

(3.7)

Acquisition

(1.3)

-

-

Other

(0.3)

-

1.5

Defined benefit net deficit at period end

(4.3)

(1.7)

(3.7)

 

The credit of £0.6m (June 2013, £0.2m charge) recognised in the statement of comprehensive income for the period is comprised of £1.2m gain (June 2013, £0.2m loss) recognised on actuarial assumptions, less £0.6m charge (June 2013, £Nil charge) in respect of tax provided on surpluses. The net deficit of £4.3m at 30 June 2014 (December 2013, £3.7m) is comprised of a net surplus of £2.1m (December 2013, £2.7m) which relates to funded plans and a deficit of £6.4m (December 2013, £6.4m) 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
The company news service from the London Stock Exchange
 
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