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Laird PLC (LRD)

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Thursday 01 March, 2018

Laird PLC

Final Results

RNS Number : 3182G
Laird PLC
01 March 2018
 

1 March 2018

 

 

Laird PLC

Final results for the year ended 31 December 2017 & Recommended Cash Acquisition

Much improved results lay strong foundations for future

 

 

 

12 months to 31/12/2017

12 months to 31/12/2016  

Change

 

 

 

 

Revenue

£936.6m

£801.6m

+17%

Underlying operating profit

£76.9m

£61.9m

+24%

Operating profit / (loss)

£63.8m

£(109.6)m

-

Underlying profit before tax

£67.3m

£51.1m

+32%

Profit / (loss) before tax

£57.0m

£(122.3)m

-

Underlying basic earnings per share*

11.1p

10.5p

+6%

Basic earnings / (loss) per share*

15.8p

(31.8)p

-

Operating cash flow

£51.8m

£28.1m

+84%

Cash generated from operations

£83.8m

£75.9m

+10%

Net debt

£164.4m

£344.6m

-52%

Dividend per share - interim only

1.13p

 

4.53p

-75%

†Non-IFRS measures. For the definition and explanation of the use of this non-IFRS information, which is used throughout, and reconciliations to the most directly reconcilable IFRS line item, see the Appendix to this announcement.

*2016 restated for the bonus element of the 2017 rights issue

 

Recommended Cash Acquisition

·     The Board is pleased to announce that it has reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Laird, to be effected by means of a scheme of arrangement under Part 26 of the Companies Act

·     Under the terms of the acquisition, shareholders will be entitled to receive 200p in cash for each Laird share held, representing a premium of approximately 72.6 per cent to the closing price of Laird shares of 115.9p on 28 February 2018

·     The bidder is a wholly-owned indirect subsidiary of funds managed by Advent International Corporation

·     See 2.7 notice for further information

 

Financial Summary

·     Much improved Group financial performance, with continued progress across all three divisions

·     Group revenue up 17% on a reported basis and up 10% on an organic constant currency basis

·     Underlying profit before tax improved by 32% to £67.3m driven by revenue growth and operating margin improvement

·     Profit before tax was £57.0m, improved from a loss of £(122.3)m in 2016

·     Operating cash flow increased 84% to £51.8m due to improved profitability and tight control of capital expenditure

·     Net debt to Underlying EBITDA was 1.4x compared to 3.2x at last year-end following successful completion of £185m rights issue in April and improved cash generation

·     As a result of today's announcement on the recommended cash acquisition, no final dividend is currently proposed

 

Operational Highlights

·     New divisional structure has brought efficiencies and enabled a greater focus on complementary markets and technologies

·     Significantly strengthened the Executive Committee and Divisional leadership teams

·     Ongoing investment in engineering capability and new products to support future revenue and earnings growth

·     The Group continues to deliver the planned cost savings identified as part of our operating model re-design with over $15m of benefits seen in 2017 and a further $5m of benefits expected in 2018

 

Short-Term Outlook

·     The Group has started the year with good underlying trading momentum across the majority of the business with new business wins and new product launches expected to support future growth

·     During 2018, on an organic constant currency basis, this growth is expected to more than offset possible challenges in the premium smartphone market

·     Recent volatility in foreign exchange rates (particularly the strengthening of Sterling against the US Dollar and the strengthening of Renminbi against the US Dollar) currently presents a significant headwind in 2018, given our reporting currency is Sterling

 

Tony Quinlan, Chief Executive, commented:

 

"Laird has made significant progress and delivered a much improved performance in 2017. In my first year as CEO, we've simplified structures, enhanced the quality of the leadership and focussed on improving the efficiency and profitability of all Laird's operations. These actions have delivered much improved results, and have built strong foundations for the future."

 

"We expect to demonstrate continued progress in underlying financial performance in 2018, despite currency headwinds given our reporting currency is Sterling."

 

"Laird is a high quality business, as our 2017 results demonstrate. This quality has been recognised by Advent International and their cash offer for the Group represents good value and certainty for shareholders. Laird's history goes back almost 200 years and the business has evolved over that time into the global engineering company of today. I believe for its next chapter, Laird will benefit from private ownership as it further strengthens its business model and looks to the future."

 

Divisional Highlights

Performance Materials (PM)

·     Good revenue growth of 8% on an organic constant currency basis and 14% on a reported basis, albeit against a weak comparative in the prior year

·     Revenue growth in all parts of the Division, but particularly Precision Metals and Thermal Materials

·     The focus on increasing productivity, improving our internal processes and correcting our commercial inefficiencies has started to deliver better results

 

Connected Vehicle Solutions (CVS)

·     Strong revenue growth of 18% on an organic constant currency basis and 26% on a reported basis

·     Operating margin continues to be impacted by investments to drive long term growth

·     New business wins in the year have lifetime revenues of around $750m, with revenues expected from 2019 to 2025. We continue to benefit from the very strong customer relationships we have in both the US and Europe

·     Established a new R&D centre in Grand Blanc, Michigan, in the heart of the US automotive industry

 

Wireless and Thermal Systems (WTS)

·     Revenue growth of 4% on an organic constant currency basis, improving from flat in the first half, and 10% growth on a reported basis

·     Benefits from operating model redesign have contributed to strong operating margin improvement

·     Synergies from establishing and optimising the new divisional structure are being delivered

 

This announcement contains inside information.

 

About Laird

Laird is a global technology company 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.

 

Enquiries:

 

 

Laird PLC

Tony Quinlan, Chief Executive Officer

Kevin Dangerfield, Chief Financial Officer

Richard Harris, Head of Investor Relations

MHP

Reg Hoare

Tim Rowntree

Ollie Hoare

 

 

 

 

 

Tel:        +44 (0)20 7468 4040

 

Tel:        +44 (0)20 3128 8100

 

Results Presentation & Webcast

An analyst presentation will be held today at 9.00am at The Milton Suite, The Grange St. Paul's Hotel, 10 Godliman Street, London EC4V 5AJ.  A live audio webcast of the presentation will be hosted on www.laird-plc.com.  A replay of the webcast will also be available on our website for two weeks after the event. 

 

GROUP PERFORMANCE REVIEW

 

Laird has made significant progress and delivered a much improved performance in 2017, with continued progress across all three divisions, underpinned by our resolute focus on operational excellence. The new divisional structure has brought efficiencies and enabled a greater focus on complementary markets and technologies. In creating the new Wireless and Thermal Systems Division, we have taken three technologies (Connectivity, Controls and Thermal) from what were four separate business units to form one division where the whole is greater than the sum of the parts.

 

During the year we have significantly strengthened Laird's Executive Committee and the Divisional leadership teams. Seven of the ten Executive Committee are either new to the business or new in role in the last 18 months and bring with them the skills necessary for the next stage of Laird's development. We will continue to invest in our talent to continue our progress.

 

We have continued to invest in engineering capability and new product development, particularly in Connected Vehicle Solutions and Wireless and Thermal Systems, to ensure we continue to offer new market-leading products that deliver on our customers' most demanding needs. This investment will continue over the next few years to ensure we build the pipeline of new business needed to drive future revenue and earnings growth. In the year, we won new business valued at around $750m in CVS which is expected to generate revenue between 2019 and 2025.

 

The Group continues to deliver the planned cost savings identified as part of our operating model re-design with over $15m of benefits delivered in 2017. In particular, the operating margin growth seen in Wireless and Thermal Systems Division was driven by a consolidation in the number of our manufacturing sites.  A further $5m of incremental benefits is expected to be delivered in 2018.

 

Finally, we successfully completed the rights issue in April 2017, enabling the Group to reduce its borrowings under the existing revolving credit facilities. This significantly strengthened the Group's financial position, leaving Laird better placed to take advantage of the significant growth opportunities that exist in our end markets.

 

Revenue

Reported revenue increased by 17% to £936.6m (2016: £801.6m), driven by growth in all three divisions and positive currency effects. On an organic constant currency basis, revenue increased by 10%.

 

Underlying operating profit/operating margin

Underlying operating profit increased 24% to £76.9m (2016: £61.9m) with operating margin increasing to 8.2% (2016: 7.7%). The revenue and underlying operating profit of the divisions and the Group as a whole is shown in the table below:

 

12 months to 31 December

PM

CVS

WTS

Unallocated 

Total

2017

 

 

 

 

 

Revenue (£m)

Underlying operating profit (£m)

448.3

47.0

318.6

15.9

169.7

19.8

-

(5.8)

936.6

76.9

Underlying operating margin (%)

10.5%

5.0%

11.7%

(0.6)%

8.2%

2016

 

 

 

 

 

Revenue (£m)

Underlying operating profit (£m)

395.0

42.2

252.1

13.0

154.5

14.3

-

(7.6)

801.6

61.9

Underlying operating margin (%)

10.7%

5.2%

9.3%

(0.9)%

7.7%

 

Underlying profit before tax/profit before tax 

Underlying profit before tax increased 32% to £67.3m (2016: £51.1m). Reported profit / (loss) before tax was £57.0m (2016: £(122.3)m).

 

Dividend

As a result of the recommended cash acquisition announced today, there is currently no final dividend proposed. The total dividend for the year will therefore be equal to the interim dividend of 1.13p (2016: 4.53p).

 

Divisional review

Performance Materials

12 months to 31 December

2017

£m

2016

£m

Change

Revenue

448.3

395.0

+13%

Underlying operating profit

47.0

42.2

+11%

Underlying operating margin

10.5%

10.7%

 

Performance Materials revenue increased 13% to £448.3m (2016: £395.0m). Organic constant currency revenue increased by 8% versus the same period last year with particularly strong growth in Precision Metals and Thermal Materials.

In Thermal Materials, strong performance in the automotive market has contributed to our revenue growth. The proliferation of electronics within the vehicle requires thermal and shielding solutions. Medical and absorber markets in the US are also delivering good results and remain promising focus areas for the future. In Precision Metals, sales growth was linked to the launch of new smartphone models in the second half of 2017.

The priority for the past year has been to stabilise financial performance after a disappointing 2016. The revenue growth in 2017 demonstrates that the actions taken to stabilise and improve our commercial and operational performance, along with our customer-obsessed mind-set and broad range of materials science solutions have delivered results.

Underlying operating profit was up 11% at £47.0m (2016: £42.2m), although the operating margin fell to 10.5% (2016: 10.7%) as the revenue mix moved towards lower than average margin business (smartphone handsets).

We continue working towards establishing an operating model that can deliver earnings growth, year on year, through the smartphone cycle, while continuing to target investment in non-smartphone business to drive diversification. We aim to leverage our unique materials science capability to develop differentiated solutions for our customers, a key to driving future profitability.

The Group is in discussion with regard to the probable disposal of Laird's 51% share of Model Solution, the prototype and mock-up business based in South Korea. As a result, the business has been classified as an asset held for sale.

Connected Vehicle Solutions

12 months to 31 December

2017

£m

2016

£m

Change

Revenue

318.6

252.1

+26%

Underlying operating profit

15.9

13.0

+22%

Underlying operating margin

5.0%

5.2%

 

Connected Vehicle Solutions revenue increased significantly by 26% to £318.6m (2016: £252.1m).  Organic revenue at constant currency increased by 18% compared to the same period last year. This was driven by continued strong performance in multi-functional antenna and the high growth in demand for smart device integration products (compensers, USB hubs and wireless charging units).

2017 was a successful year for CVS with the Division delivering superior revenue growth in a buoyant and competitive market. Content requirements within the vehicle continue to increase and our broad connectivity product offering has proven to be a real advantage. We continue to benefit from the strong relationships we have with automotive manufacturers in both North America and Europe.

Underlying operating profit was up 22% at £15.9m (2016: £13.0m) with underlying operating margin falling slightly to 5.0% given the continued investment in the business, particularly in engineering capability.

The automotive market has very strong growth dynamics, but is also highly competitive. It takes early investment to win new business, not all of which is capitalised, which has impacted operating margin in the year. This investment in 2017 has paid off as the Division won new business valued at around $750m which is expected to generate revenue from 2019 to 2025.

During the year we opened a new state-of-the-art research and development facility in Grand Blanc, Michigan. The new site provides engineering solutions, sophisticated testing labs for quality assurance, an outdoor testing range and a world class testing chamber.

As previously announced, the Division exited the loss-making business in Brazil in the first half of 2017.

Wireless and Thermal Systems

12 months to 31 December

2017

£m

2016

£m

Change

Revenue

169.7

154.5

+10%

Underlying operating profit

19.8

14.3

+38%

Underlying operating margin

11.7%

9.3%

 

Wireless and Thermal Systems revenue increased 10% to £169.7m (2016: £154.5m).  Organic revenue at constant currency increased 4%.  The focus of the past year has been on successfully establishing this new division. We have taken three technologies (Connectivity, Controls and Thermal) from what were four separate business units to form a Division where the whole is greater than the sum of the parts.

Connectivity drove strong revenue growth, accelerating in the second half of the year. Medical, public safety, telecom and commercial markets saw the largest growth, driven in part by new product launches throughout the year. Examples include the 60 series Wi-Fi module targeting medical and commercial applications and the LoRa gateway, which provides long range, low data rate connectivity.

Controls stabilised financial performance through better execution in core markets. Whilst the US rail freight industry has not rebounded materially since the sharp declines seen in 2016, our industrial markets globally have experienced modest growth.

Thermal saw solid revenue growth during the year, muted slightly by the timing of key customer programmes.

Underlying operating profit was up 38% at £19.8m (2016: £14.3m) and the operating margin increased significantly to 11.7% (2016: 9.3%). The operating margin improvement was driven by benefits from the re-design of the operating model, announced in late 2015, as well as the streamlined operating structure that was put in place at the beginning of 2017.

During the year we have made investments in new and improved products across all of our segments, supported by improved sales, marketing and product management capabilities. These investments, combined with the changes already made to the organisational structure, set us up well to drive revenue and earnings growth in the future.

 

FINANCE REVIEW

Profit before tax

Statutory profit before tax was £57.0m (2016: £(122.3)m) for the year. The following sections break down the movement into its component parts.

 

Underlying operating profit

The table below provides further analysis of the underlying operating profit. The gross profit percentage of 33.7% is lower year on year, primarily reflecting a mix effect, with revenue growth biased towards lower gross margin products. SG&A increased marginally year on year due to translation of costs into Sterling offset by underlying savings from the redesign of the operating model. The increase in R&D to £90.9m (9.7% of revenue), up from £69.8m in 2016 (8.7% of revenue), is also driven by the translation of those costs into Sterling and partly due to continued investment in future growth opportunities. Net capitalised development was marginally up on last year at £7.3m (2016: £6.8m). Underlying operating margin increased to 8.2% (2016: 7.7%).

 

12 months to 31 December

2017

£m

2016

£m

Revenue

936.6

801.6

Cost of sales

(621.3)

 (522.3)

Gross profit

315.3

279.3

Gross margin %

33.7%

34.8%

SG&A

(154.8)

(154.4)

Gross R&D

(90.9)

(69.8)

Net capitalised development

7.3

6.8

Underlying operating profit

76.9

61.9

Underlying operating margin

8.2%

7.7%

 

Underlying profit before tax

Underlying profit before tax increased 32% to £67.3m (2016: £51.1m). This measure excludes exceptional items, amortisation of acquired intangible assets and fair value movements on financial instruments.

 

Exceptional items

There was a net exceptional credit of £0.7m (2016: £1.2m credit) in the year as shown in the table below:

12 months to 31 December

2017

£m

2016

£m

Restructuring (costs) / credit

(7.3)

0.4

Acquisition related credit

5.4

-

Change in valuation of options in respect of Model Solution

2.6

3.8

Costs related to rights issue and covenant waiver fees

-

(3.0)

Total exceptional items

0.7

1.2

Restructuring costs include charges associated with the reorganisation of the business into three Divisions and the closure of the CVS site in Brazil, partially offset by a credit relating to the re-design of our operating model. The acquisition related credits relate to a settlement with the previous owner of Novero, a settlement with an ex-sales representative of Novero and the release of an onerous contract provision that was on the balance sheet when we acquired Novero which has been exited during the year.

 

Exceptional costs charged to the P&L are expected to be £nil in 2018. There will be a residual exceptional cash outflow of approximately £9m relating to exceptional costs already incurred.

 

Amortisation of acquired intangible assets

Total amortisation of acquired intangible assets was £13.8m, down from £17.2m in 2016 as some historic assets have been fully written down.

 

Finance costs 

Finance costs, before fair value movements, were £9.6m (2016: £10.8m). Interest cover was 10.2 times (2016: 7.0 times). Fair value movements on financial instruments resulted in a gain of £2.8m (2016: loss of £1.9m).

 

Taxation 

The underlying tax charge on underlying profit before tax is equivalent to an average tax rate of 24.1% (2016: 24.9%). This was lower than anticipated as some transfer pricing provisions were released as the risk attached to them has reduced.

 

Profits in the US in the period were sheltered by amortised goodwill deductions resulting from previous acquisitions and interest expense. As a result, Laird's tax payable largely arises in China, Czech Republic, South Korea and Malaysia.

 

It is expected that the underlying effective tax rate for 2018 will be c.24%, subject to any unexpected changes to tax rates in the countries in which we operate and the mix of profits across jurisdictions being as planned. The reduction in the tax rate from the prior year is primarily due to the impact of changes in the Group's profit mix and amendments to the Group's transfer pricing policies to ensure alignment with the divisional reorganisation in 2017. This is partly offset by an increase in current tax payable due to the US tax reforms enacted at the end of 2017 (see below).

 

Impact of US tax reform

In December 2017 the US enacted the Tax Cuts and Jobs Act ("the Act") which came into effect on 1 January 2018. The measures included in the Act, subject to any further specific guidance on interpretation being released, give rise to an initial one-off non-cash tax credit of £38.5m in 2017 resulting from the revaluation of the Group's aggregate US Deferred Tax Liabilities following the reduction in the US federal rate of corporate income tax to 21%. The rate change also gives rise to a one-off non-cash tax charge of £17.7m in 2017 resulting from the revaluation of the Group's US Deferred Tax Assets related to brought-forward losses of £9.2m, and in respect of other US Deferred Tax Assets of £8.5m.

 

Following the changes in the US tax regime, the Group has reassessed the amount of the Deferred Tax Asset that should be recognised in respect of US brought-forward losses.  This revaluation has led to the recognition of an additional deferred tax asset of £5.7m in 2017. The Act also includes a transition tax as the US moves to an exemption regime for foreign dividends.  There is a one-off amount of £3.0m in respect of cumulative retained earnings of foreign subsidiaries that is covered by brought forward tax losses and therefore not expected to result in a cash payment.

Laird continues to work through the details of this complex legislation and the associated guidance.  It is not expected that there will be an increase in the underlying tax charge for the Group as a result of these reforms, although there will be a small increase in the cash tax payable by the Group in the US in 2018 and beyond.

 

Profit after tax

The profit after tax for the year was £71.8m (2016: £(110.8)m) reflecting the items above.

 

Underlying earnings per share

Underlying basic earnings per share grew 6% to 11.1p (2016 restated: 10.5p).  Underlying earnings are based on underlying profit less underlying tax and exclude deferred tax on acquired intangible assets, goodwill and US capitalised development costs.  The average number of shares in issue in 2017 was 452.7m, compared with 350.9m in 2016 (restated for the bonus element of the rights issue).

 

Basic earnings per share

Basic earnings per share increased to 15.8p, up from (31.8)p last year.

 

Cash flow

In 2017, Laird delivered an operating cash flow of £51.8m (2016: £28.1m), representing cash conversion of 67% (2016: 45%).  Cash conversion is defined as operating cash flow as a proportion of underlying operating profit. Reported cash generated from operations was £83.8m (2016: £75.9m).

 

£m

2017

2016

Underlying EBITDA

122.4

102.9

(Increase) in working capital

(16.6)

(10.2)

Capitalised development costs

(23.4)

(19.9)

Capital expenditure less disposals

(30.6)

(44.7)

Operating cash flow

51.8

28.1

Exceptional costs

(22.0)

(16.8)

Net finance costs

(10.8)

(10.4)

Taxation

(15.0)

(14.4)

Free cash flow pre-dividend

4.0

(13.5)

Dividends

(5.5)

(35.5)

Free cash flow post-dividend

(1.5)

(49.0)

Acquisitions

-

(39.7)

Net proceeds from issue of equity

174.9

0.3

Other

(1.7)

 (5.2)

Decrease/(increase) in net borrowings before exchange movement

171.7

(93.6)

Exchange translation movement

8.5

(51.0)

Decrease/(increase) in net borrowings since 31 December 2016/2015

180.2

(144.6)

 

Underlying EBITDA improved to £122.4m in the period, up from £102.9m in 2016. The increase in EBITDA broadly carried through to Operating cash flow as lower capital expenditure was offset by a higher working capital outflow and higher capitalised development (to drive future growth). Operating cash flow grew by 84% to £51.8m.

Cash outflows from exceptional costs at £22.0m relate to the costs of exiting sites as part of the re-design of the operating model, costs associated with the reorganisation into three divisions and the closure of the CVS business in Brazil. The majority of these exceptional cash flows had been provided for in prior years.

 

Net borrowings and debt facilities

Overall, net borrowings decreased during the year by £180.2m to £164.4m, largely due to the proceeds from the successful completion of the rights issue. This, combined with the improvement in operating profit, led to a reduction in the net debt to EBITDA ratio of 1.4 times compared to 3.2 times at the year-end 31 December 2016.

 

A cornerstone of our financial planning is to ensure that we maintain committed loan finance which provides sufficient headroom above expected borrowing requirements and has a significant proportion with terms that exceed one year. Our committed bilateral revolving credit facilities total £235m, and will expire in 2019. In addition, we have total US Private Placement notes and Schuldschein loans of US Dollar $140m and Euro €77m outstanding, with maturities as seen in the following table:

 

Maturity of Borrowings (including finance leases)

 

Maturing within

2017

£m

2016

£m

One year

0.5

0.3

One - two years

35.3

0.3

Two - three years

18.2

214.8

Three - four years

162.8

18.7

Four - five years

-

175.0

Total borrowings

216.8

409.1

 

The reduction in borrowings from 2016 to 2017 reflects the proceeds from the rights issue being used to pay down debt. Within the 2017 figures are borrowings associated with assets held for sale of £8.5m (2016: £nil) and finance leases of £0.6m (2016: £9.1m).

 

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, Schuldschein 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.

 

We are operating comfortably within our covenants. For the year ended 31 December 2017, net debt was 1.4 times EBITDA, against the maximum permitted of 3.5 times.  Interest cover was 10.2 times, against the minimum requirement of 3.0 times.

 

The expected headroom is routinely estimated against the covenants and the sensitivity to a number of scenarios is tested to ensure ongoing compliance.  We do not anticipate approaching our covenant limits in the foreseeable future.

 

Currencies in 2017

The average and year-end exchange rates are set out in note 3. As a global business the Group is exposed to a number of foreign currencies.

 

Whilst a significant proportion of our revenue is denominated in US Dollars, our costs are often in the local currency of the countries in which we operate. This leads to a mismatch and therefore an exposure to currency movements on a transactional basis.  The table below shows the breakdown of our principal currency exposures for the 12 months ended 31 December 2017.

 

Currency

Sales

Costs

RMB

11%

33%

EUR

20%

22%

GBP

0%

3%

KRW

2%

2%

USD

65%

34%

Other

2%

6%

Total

100%

100%

 

As a result of the above transactional exposure (and after any management actions to mitigate), using February 2018 closing exchange rates there would be a c.£4m net reduction in reported Sterling profits.

 

There is also the translation impact in converting overseas profits into the Group's reporting currency (Sterling); each 1 cent appreciation / (depreciation) of the US Dollar against Sterling approximates to an annual increase / (decrease) in operating profit of £0.4m.

 

Pensions

There are approximately 1,500 deferred and current pensioners (2016: 1,500). There is an overall defined benefit pension scheme surplus under IAS 19 of £5.2m at 31 December 2017 (2016: £1.2m deficit). Scheme liabilities reduced in the period mainly due to a reduction in assumed inflation from 3.45% to 3.25% offset by a reduction in the discount rate from 2.50% to 2.45%. The reduction in the liabilities was partly offset by a reduction in the value of scheme assets to £131.8m (2016: £134.8m).

 

Total equity

Total equity at 31 December 2017 was £578.5m (31 December 2016: £352.5m).  The reconciliation of total equity is set out in the Group statement of changes in equity.

 

Return on capital employed

Return on capital employed (underlying profit before interest and tax as a proportion of average shareholders' funds plus net borrowings during the year) was 10.8% in 2017, compared with 9.5% in 2016.

 

 

Group income statement

for the year ended 31 December 2017

 

 

 

 

2017

2016

 

 

 

£m

£m

Note

 

 

 

 

 

Continuing operations

 

 

 

2

Revenue

 

 

 

 

Performance Materials

 

448.3

395.0

 

Connected Vehicle Solutions

 

318.6

252.1

 

Wireless and Thermal Systems

 

169.7

154.5

 

 

 

936.6

801.6

 

 

 

 

 

 

Operating profit before impairment of goodwill, amortisation of acquired intangible assets and exceptional items

 

76.9

61.9

 

Impairment of goodwill

 

-

(155.5)

 

Amortisation of acquired intangible assets

 

(13.8)

(17.2)

5

Exceptional items

 

0.7

1.2

 

 

 

 

 

 

Operating profit/(loss)

 

63.8

(109.6)

 

Finance revenue

 

0.1

0.1

 

Finance costs

 

(9.9)

(11.1)

 

Financial instruments - fair value adjustments

 

2.8

(1.9)

 

Other net finance income - pension

 

0.2

0.2

 

 

 

 

 

 

Profit/(loss) before tax

 

57.0

(122.3)

 

Taxation

 

14.8

11.5

 

 

 

 

 

 

Profit/(loss) for the year

 

71.8

(110.8)

 

 

Attributable to:

 

 

 

 

Equity shareholders of the parent company

 

71.6

(111.7)

 

Non-controlling interests

 

0.2

0.9

 

 

 

71.8

(110.8)

 

 

 

 

 

 

 

 

 

(restated**)

6

Earnings/(loss) per share

 

 

 

 

Basic earnings per share on profit/(loss) for the year*

 

15.8p

(31.8)p

 

Diluted earnings per share on profit/(loss) for the year*

 

15.8p

(31.8)p

 

 

 

 

 

 

 

 

 

 

*   Attributable to equity shareholders of the parent company

**  2016 earnings/(loss) per share has been restated for the 2017 rights issue.

 

 

Group statement of comprehensive income

for the year ended 31 December 2017

 

 

 

 

2017

2016

 

 

 

£m

£m

 

 

 

 

 

Profit/(loss) for the year

 

71.8

(110.8)

 

 

 

 

Items that will not be reclassified subsequently to profit or loss:

 

 

 

Net re-measurement gains on retirement benefit obligations net of tax

 

5.6

0.1

 

 

 

 

Items that may be reclassified subsequently to profit or loss:

 

 

 

Exchange differences on retranslation of overseas net investments

 

(34.6)

131.7

Exchange differences on net investment hedges

 

10.4

(57.6)

 

 

(24.2)

74.1

 

 

 

 

Other comprehensive (loss)/income for the year

 

(18.6)

74.2

 

 

 

Total comprehensive income/(loss) for the year

 

53.2

 

 

(36.6)

 

 

 

 

Attributable to:

 

 

 

Equity shareholders of the parent company

 

52.8

(39.8)

Non-controlling interests

 

0.4

3.2

 

 

53.2

(36.6)

           

 

 

Group statement of changes in equity

for the year ended 31 December 2017

 

 

           Attributable to equity shareholders of the parent company

 

 

 

Equity

 

 

 

 

 

 

Non-

 

 

share

Share

Retained

Translation

Treasury

Other

 

controlling

Total

 

capital

premium

earnings

reserve

shares

reserves

Total

Interests

equity

 

£m

£m

£m

£m

£m

£m

£m

£m

£m

 

for the year to 31 December 2016

    At 1 January 2016

75.4

272.1

(13.7)

111.7

(2.7)

(33.3)

409.5

8.5

418.0

    (Loss) / profit for the year

-

-

(111.7)

-

-

-

(111.7)

0.9

(110.8)

    Other comprehensive income

-

-

0.2

71.7

-

-

71.9

2.3

74.2

    Total comprehensive

         (expense) / income

 

-

 

-

 

(111.5)

 

71.7

 

-

 

-

 

(39.8)

 

3.2

 

(36.6)

    Exercise of share options

-

0.3

-

-

-

-

0.3

-

0.3

    Issue of shares for acquisition

0.9

9.5

-

-

-

-

10.4

-

10.4

    Share based payments

-

-

1.1

-

-

-

1.1

-

1.1

    Treasury shares

-

-

-

-

(2.2)

-

(2.2)

-

(2.2)

    Vesting of LTIPs/Restricted shares

-

-

(2.2)

-

2.2

-

-

-

-

    Non-controlling interests - dividend

-

-

-

-

-

-

-

(3.0)

(3.0)

    Dividends paid

-

-

(35.5)

-

-

-

(35.5)

-

(35.5)

    At 31 December 2016

76.3

281.9

(161.8)

183.4

(2.7)

(33.3)

343.8

8.7

352.5

 

 

for the year to 31 December 2017

    At 1 January 2017

76.3

281.9

(161.8)

183.4

(2.7)

(33.3)

343.8

8.7

352.5

    Profit for the year

-

-

71.6

-

-

-

71.6

0.2

71.8

    Other comprehensive

          income / (expense)

-

-

5.7

(24.5)

-

-

(18.8)

0.2

(18.6)

    Total comprehensive income /

         (expense)

-

-

77.3

(24.5)

-

-

52.8

0.4

53.2

    Exercise of share options

0.1

0.3

-

-

-

-

0.4

-

0.4

    Net proceeds from rights issue

61.1

-

-

-

-

115.1

176.2

-

176.2

    Share based payments

-

-

2.8

-

-

-

2.8

-

2.8

    Treasury shares

-

-

-

-

(0.6)

-

(0.6)

-

(0.6)

    Vesting of LTIPs/Restricted shares

-

-

(0.3)

-

0.3

-

-

-

-

    Non-controlling interests - dividend

-

-

-

-

-

-

-

(0.5)

(0.5)

    Dividends paid

-

-

(5.5)

-

-

-

(5.5)

-

(5.5)

    At 31 December 2017

137.5

282.2

(87.5)

158.9

(3.0)

81.8

569.9

8.6

578.5

 

Group statement of financial position

as at 31 December 2017

 

 

 

 

2017

2016

Note

 

 

£m

£m

 

Assets

 

 

 

 

Non-current assets

 

 

 

 

Property, plant and equipment

 

111.6

123.2

 

Intangible assets

 

561.4

635.1

 

Deferred tax assets

 

3.5

4.6

 

Derivative financial instruments

 

4.6

1.5

 

Retirement benefit assets

 

17.4

12.5

 

Other non-current assets

 

1.8

1.9

 

 

 

700.3

778.8

 

 

 

 

 

 

Current assets

 

 

 

 

Inventories

 

112.7

99.4

 

Trade and other receivables

 

196.8

209.8

 

Income tax receivable

 

0.3

0.3

 

Derivative financial instruments

 

0.7

-

8

Cash and cash equivalents

 

51.3

64.5

11

Assets classified as held for sale

 

57.4

-

 

 

 

419.2

374.0

 

 

 

 

 

 

Liabilities

 

 

 

 

Current liabilities

 

 

 

8

Borrowings

 

(0.5)

(0.3)

 

Derivative financial instruments

 

-

(2.1)

 

Trade and other payables

 

(174.2)

(192.0)

 

Current tax liabilities

 

(29.9)

(33.9)

 

Provisions

 

(18.2)

(26.8)

11

Liabilities directly associated with assets classified as held for sale

 

(16.6)

-

 

 

 

(239.4)

(255.1)

 

Net current assets

 

179.8

118.9

 

 

 

 

 

 

Non-current liabilities

 

 

 

8

Borrowings

 

(207.8)

(408.8)

 

Derivative financial instruments

 

(31.4)

(31.0)

 

Deferred tax liabilities

 

(42.5)

(76.8)

 

Retirement benefit obligations

 

(12.2)

(13.7)

 

Other non-current liabilities

 

(2.0)

(0.8)

 

Provisions

 

(5.7)

(14.1)

 

 

 

(301.6)

(545.2)

 

Net assets

 

578.5

352.5

 

 

 

 

 

 

Capital and reserves

 

 

 

9

Equity share capital

 

137.5

76.3

 

Share premium

 

282.2

281.9

 

Retained loss

 

(87.5)

(161.8)

 

Translation reserve

 

158.9

183.4

 

Treasury shares

 

(3.0)

(2.7)

 

Other reserves

 

81.8

(33.3)

 

Equity attributable to owners of the parent company

 

569.9

343.8

 

Non-controlling interests

 

8.6

8.7

 

Total equity

 

578.5

352.5

 

 

Group cash flow statement

for the year ended 31 December 2017

 

 

 

 

 

2017

2016

Note

 

 

£m

£m

 

 

 

 

 

9

Cash flows from operating activities

 

 

 

 

Cash generated from operations

 

83.8

75.9

 

Tax paid

 

(15.0)

(14.4)

 

Net cash flows from operating activities

 

68.8

61.5

 

 

 

 

 

 

Cash flow from investing activities

 

 

 

 

Interest received

 

0.1

0.1

9

Acquisition of businesses (net of cash acquired)

 

-

(39.7)

 

Purchase of property, plant and equipment

 

(28.0)

(41.4)

 

Purchase of software

 

(2.6)

(3.3)

 

Purchase of intangible assets (internally developed)

 

(23.4)

(19.9)

 

Net cash flows from investing activities

 

(53.9)

(104.2)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

Interest and other finance costs paid

 

(10.9)

(10.5)

 

Net proceeds from issue of ordinary share capital

 

174.9

0.3

 

Purchase of treasury shares

 

(0.6)

(2.2)

 

Proceeds from borrowings

 

8.5

114.4

 

Repayment of finance lease

 

(8.5)

-

 

Repayments of borrowings

 

(182.9)

(35.0)

 

Dividends paid to equity shareholders of the parent

 

(5.5)

(35.5)

 

Dividends paid to non-controlling interests

 

(0.5)

(3.0)

 

Net cash flows from financing activities

 

(25.5)

28.5

 

 

 

 

 

 

Effects of movements in foreign exchange rates

 

(1.5)

9.9

 

 

 

 

 

 

Decrease in cash and cash equivalents for the year

 

(12.1)

(4.3)

9

 

 

 

 

 

Cash and cash equivalents at 1 January

 

64.5

68.8

 

Cash and cash equivalents at 31 December

 

52.4

64.5

 

 

 

 

 

 

1  Basis of preparation

 

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 condensed consolidated financial statements for the year ended 31 December 2017 were authorised for issue by the Board of Directors on 1 March 2018.

 

The condensed consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the European Union. The condensed consolidated financial statements have been prepared in accordance with the accounting policies followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2017.

 

The financial information set out in this document does not constitute the Group's statutory accounts for the year ended 31 December 2017 or 31 December 2016. The annual report and financial statements for the year ended 31 December 2017 were approved by the Board of Directors on 1 March 2018 along with this preliminary announcement, but have not yet been delivered to the Registrar of Companies. The auditor's report on the statutory accounts for the year ended 31 December 2017 was unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. Statutory accounts for the year ended 31 December 2016 have been delivered to the Registrar of Companies. The auditor's report on the statutory accounts for the year ended 31 December 2016 was unqualified and did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

 

The 2017 annual report and financial statements, together with details of the Annual General Meeting, will be despatched to shareholders on 21 March 2018. The Annual General Meeting will take place on 27 April 2018.

 

The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the carrying amounts of assets and liabilities within the next financial year are uncertain tax provisions, the measurement of deferred tax assets, the measurement of litigation provisions, the discount rate and inflation rate used to determine the carrying amount of the Group's defined benefit obligation and impairment testing of goodwill for Connected Vehicle Solutions & Wireless and Thermal Systems.

 

The directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the financial statements of the Group.

 

2 Segmental analysis

 

Explanatory note:

The reportable segments are the operating divisions, Performance Materials, Connected Vehicle Solutions and Wireless & Thermal Systems. The financial performance of each segment is shown here.

 

The Group's reportable segments are the operating businesses overseen by distinct divisional management and reported to the Group Executive Committee (which performs the function of the chief operating decision maker).

 

The Group moved to a three division structure effective from 1 January 2017. The segmental results and segmental assets and liabilities for the comparative period have been restated for the purposes of comparability.

 

Performance Materials designs and supplies precision metals, EMI shielding materials, thermal materials and magnetic and ceramic products.

 

Connected Vehicles Solutions designs, manufactures and sells a range of products into the vehicle connectivity market.

 

Wireless and Thermal Systems designs and manufactures products that enable connectivity across a range of end markets including antennae, industrial control systems and active engineered thermal management systems.

 

For the year to 31 December 2017

 

 

 

 

 

 

Performance Materials

Connected Vehicle Solutions

Wireless and Thermal Systems

Central and other costs

Total

 

£m

£m

£m

£m

£m

Revenue from customers

448.3

318.6

169.7

-

936.6

 

 

 

 

 

 

Segment operating profit stated before:

47.0

15.9

19.8

(5.8)

76.9

Amortisation of acquired intangible assets

(3.0)

(3.8)

(7.0)

-

(13.8)

Exceptional items

(5.3)

6.1

(1.8)

1.7

0.7

Operating profit

38.7

18.2

11.0

(4.1)

63.8

Finance income

 

 

 

 

0.1

Finance costs

 

 

 

 

(9.9)

Financial instruments - fair value movements

 

 

 

 

2.8

Other net finance income - pension

 

 

 

 

0.2

Profit before tax

 

 

 

 

57.0

Tax

 

 

 

 

14.8

Profit for the year

 

 

 

 

71.8

 

 

 

For the year to 31 December 2016 (restated)

 

Performance Materials

Connected Vehicle Solutions

Wireless and Thermal Systems

Central and other costs

Total

 

£m

£m

£m

£m

£m

Revenue from customers

395.0

252.1

154.5

-

801.6

 

 

 

 

 

 

Segment operating profit stated before:

42.2

13.0

14.3

(7.6)

61.9

Impairment of goodwill

-

(52.0)

(103.5)

-

(155.5)

Amortisation of acquired intangible assets

(4.1)

(3.6)

(9.5)

-

(17.2)

Exceptional items

4.7

(4.1)

2.6

(2.0)

1.2

Operating loss

42.8

(46.7)

(96.1)

(9.6)

(109.6)

Finance income

 

 

 

 

0.1

Finance costs

 

 

 

 

(11.1)

Financial instruments - fair value movements

 

 

 

 

(1.9)

Other net finance income - pension

 

 

 

 

0.2

Loss before tax

 

 

 

 

(122.3)

Tax

 

 

 

 

11.5

Loss for the year

 

 

 

 

(110.8)

 

Revenue from one customer of the Performance Materials division represents £126.9m (2016: £105.5m) of the Group's total revenues.

 

 

Performance Materials

Connected Vehicle Solutions

Wireless and Thermal Systems

Total

 

2017

2016

2017

2016

2017

2016

2017

2016

 

£m

£m

£m

£m

£m

£m

£m

£m

 

 

(restated)

 

(restated)

 

(restated)

 

(restated)

Segment assets

546.7

558.2

233.6

231.7

258.7

278.7

1,039.0

1,068.6

Unallocated assets

-

-

-

-

-

-

80.5

84.2

Total assets

546.7

558.2

233.6

231.7

258.7

278.7

1,119.5

1,152.8

Segment liabilities

93.1

106.2

78.3

85.0

23.4

29.4

194.8

220.6

Unallocated liabilities

 

 

 

 

 

 

 

 

-       borrowings

-

-

-

-

-

-

216.8

409.1

-       other (see below)

-

-

-

-

-

-

129.4

170.6

Total liabilities

93.1

106.2

78.3

85.0

23.4

29.4

541.0

800.3

Other segment items

 

 

 

 

 

 

 

 

Capital additions

18.4

38.3

20.2

18.1

13.9

10.4

52.5

66.8

Acquisition of businesses

-

-

-

80.3

-

-

-

80.3

Total additions

18.4

38.3

20.2

98.4

13.9

10.4

52.5

147.1

Depreciation

14.1

16.2

6.0

4.9

2.8

1.8

22.9

22.9

Impairment of goodwill

-

-

-

52.0

-

103.5

-

155.5

Amortisation / impairment of intangible assets

7.8

9.8

11.1

10.2

14.7

14.2

33.6

34.2

 

Unallocated assets in the above table include cash and cash equivalents, retirement benefit assets, tax recoverable, deferred tax assets and derivative financial instruments.

 

Unallocated liabilities - other in the above table include liabilities for current tax liabilities, deferred tax liabilities, retirement benefit obligations and derivative financial instruments.

 

 

Geographic information

The Group manages its business segments on a global basis and the parent company is resident in the UK.

 

The revenue analysis in the table below is based on the location of the customer. The analysis of non-current assets is based on the location of the assets and for this purpose consists of property, plant and equipment and intangible assets.

 

 

Revenue

Non-current assets

 

2017

2016

2017

2016

 

£m

£m

£m

£m

Continuing operations

 

 

 

 

China

237.2

193.6

56.9

58.3

Germany

140.4

99.9

145.0

120.5

North America

308.9

269.9

410.9

467.8

Asia and Australia excluding China

127.4

115.9

51.5

56.5

Europe excluding Germany

114.3

104.0

58.5

55.2

Rest of World

8.4

18.3

0.1

-

 

936.6

801.6

722.9

758.3

 

Revenue from UK customers (the Company's country of domicile) was £16.7m (2016: £18.8m). UK non-current assets were £13.1m (2016: £12.8m).

 

 

3 Exchange rates  

 

Explanatory note:

The results and cash flows of overseas subsidiaries are translated into sterling using the average rates of exchange for the year as disclosed below. 

 

The principal rates used were as follows:

 

 

Average

 

Closing

 

 

2017

2016

 

2017

2016

 

 

 

 

 

 

 

Czech Koruna

 

30.06

33.05

 

28.71

31.61

Euros

 

1.14

1.22

 

1.13

1.17

Korean Won

 

1,572.80

 

1,440.88

1,488.03

Renminbi (RMB)

 

8.69

8.99

 

8.79

8.59

US Dollars

 

1.29

1.36

 

1.35

1.23

 

 

 

4 Operating profit/(loss)

 

Explanatory note:

This note sets out the material components of the "Operating profit" line on our Group income statement, including a detailed breakdown of the fees we paid to our auditor, Deloitte LLP, in respect of services they have provided to us during the year.

 

 

 

2017

2016

 

 

£m

£m

Continuing operations

 

 

 

Revenue

 

936.6

801.6

Cost of sales

 

(621.3)

(522.3)

Gross profit

 

315.3

279.3

Selling, administration and other expenses

 

(167.9)

(325.9)

Research and development expenditure (net of capitalised costs)

 

(83.6)

(63.0)

Operating profit/(loss) before finance costs and tax

 

63.8

(109.6)

 

Notes:

(a) Included in selling, administration and other expenses is a £0.7m exceptional credit (2016: £1.2m credit) as described in note 5 and £13.8m (2016: £172.7m) of goodwill impairment and amortisation of acquired intangible assets.

(b) Included in research and development expenditure is £16.1m (2016: £13.1m) of amortisation and impairment in respect of capitalised development costs.

(c) Cost of inventories recognised as an expense within cost of sales was £407.8m (2016: £340.9m).

 

 

 

 

2017

2016

 

 

£m

£m

Operating profit/(loss) for the year is stated after charging the following items:

 

 

 

Staff costs

 

246.0

195.4

Exceptional (credits)/costs

 

 

 

Restructuring costs/(credits)

 

7.3

(0.4)

Change in valuation of put and call options in respect of Model Solution

 

(2.6)

(3.8)

Acquisition related credits

 

(5.4)

-

Costs related to rights issue and covenant waiver fees

 

-

3.0

 

 

(0.7)

(1.2)

Research and development expenditure

 

 

 

Incurred

 

90.9

69.8

Capitalised

 

(23.4)

(19.9)

Impairment of capitalised development costs

 

1.8

4.9

Depreciation and amortisation

 

 

 

Property, plant and equipment

 

22.9

22.9

Software

 

3.7

3.9

Capitalised development costs

 

14.3

8.2

Acquired intangible assets

 

13.8

17.2

Operating lease rentals

 

 

 

Hire of plant and machinery

 

0.4

0.5

Other

 

11.8

11.1

Auditor's remuneration*

 

 

 

Audit fees

 

 

 

-       Audit of financial statements

 

0.4

0.4

-       Audit of subsidiaries

 

0.9

0.8

Total audit fees

 

1.3

1.2

Audit related assurance services

 

0.1

0.1

Corporate finance services included in operating profit

 

-

0.4

Corporate finance services included in other reserves**

 

0.4

-

Total non-audit services

 

0.5

0.5

 

* Total fees paid to the auditor were £1.8m (2016: £1.7m).

** Corporate finance services in 2017 were in relation to the rights issue. These fees have been recorded in Other reserves, together with fees paid to other advisors on the rights issue.

 

5 Exceptional items

 

Explanatory note:

Exceptional items are items of income or expense incurred outside the normal course of business, and are considered to be material and infrequent in nature. This note provides a detailed breakdown of the "Exceptional items" line included on the Group income statement.

 

 

 

 

2017

2016

Note

 

 

£m

£m

 

Continuing operations

 

 

 

 

Performance Materials

 

 

 

(a)

Acquisition related credit

 

0.6

-

 

Change in valuation of put and call options in respect of Model Solution

 

2.6

3.8

(b)

Restructuring (costs)/credits

 

(8.5)

0.9

 

 

 

(5.3)

4.7

 

Connected Vehicle Solutions

 

 

 

(a)

Acquisition related credit

 

4.2

-

(b)

Restructuring credits/(costs)

 

1.9

(4.1)

 

 

 

6.1

(4.1)

 

Wireless and Thermal Systems

 

 

 

(b)

Restructuring (costs)/credits

 

(1.8)

2.6

 

 

 

(1.8)

2.6

 

Unallocated credits/(costs)

 

 

 

(a)

Acquisition related credit

 

0.6

-

(b)

Restructuring credits

 

1.1

1.0

 

Costs related to rights issue and covenant waiver fees

 

-

(3.0)

 

 

 

1.7

(2.0)

 

 

 

 

 

 

Net credit

 

0.7

1.2

 

Notes:

(a) The acquisition related credits relate to a settlement with the previous owner of Novero, a settlement with an ex-sales representative of Novero and the release of an onerous provision that was on the balance sheet when the Group acquired Novero which has been exited during the year.

(b) Restructuring costs relate to the re-design of the Group's operating model announced in 2015, the reorganisation into a three division structure announced in 2017 and the exit of the Connected Vehicle Solutions business in Brazil.

The total cash outlay for exceptional costs in 2017 was £22.0m (2016: £16.8m).

The tax effect on exceptional items in 2017 is a £3.4m tax credit (2016: £3.6m credit). 

 

 

6 Earnings per share

 

Explanatory note:

Earnings per share (EPS) represents the amount of our earnings (post-tax credits/losses) that are attributable to each ordinary share we have in issue. The calculation of basic and diluted earnings per share is based on the profit for the year divided by the daily average of the number of shares in issue during the year.  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 are contingently issuable.

 

 

 

2017

2016

 

 

£m

£m

Profit/(loss)* 

 

 

 

Profit/(loss) for the year attributable to equity shareholders of the parent company

 

71.6

(111.7)

 

 

 

 

 

 

Number

Number

 

 

of shares

of shares

 

 

 

(restated)

 

 

 (m)

(m)

Weighted average shares

 

 

 

Basic weighted average shares

 

452.7

350.9

Options

 

2.0

1.6

Diluted weighted average shares

 

454.7

352.5

 

 

 

 

 

 

Pence

Pence

Earnings per share*

 

 

(restated)

Basic on profit/(loss) for the year

 

15.8

(31.8)

Diluted on profit/(loss) for the year

 

15.8

(31.8)

 

*    Attributable to equity shareholders of the parent company

 

2016 weighted average number of shares and earnings/(loss) per share have been restated for the 2017 rights issue to allow meaningful comparison with 2017 earnings per share.

 

 

7 Underlying results and taxation

 

Explanatory note:

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

 

Underlying tax is stated before tax on exceptional items, deferred tax on the amortisation of acquired intangible assets, goodwill and US capitalised development costs, the gain or loss on disposal of businesses and the impact arising from the fair valuation of financial instruments. The deferred tax impact of short-term losses and current tax on the amortisation of acquired intangible assets and impairment of goodwill are included in the calculation of underlying tax.

 

The underlying tax charge for the year is equivalent to 24.1% (2016: 24.9%) of underlying profit before tax.

 

 

 

2017

2016

 

 

£m

£m

Profit

 

 

 

Operating profit before impairment of goodwill, amortisation of acquired intangible assets and exceptional items

 

76.9

 

61.9

Finance income

 

0.1

0.1

Finance costs

 

(9.9)

(11.1)

Other finance income - pension

 

0.2

0.2

Underlying profit before tax

 

67.3

51.1

 

 

 

 

Tax

 

 

 

The underlying tax charge is calculated as follows:

 

 

 

Underlying tax

 

16.2

12.7

 

 

 

 

Underlying tax rate

 

24.1%

24.9%

 

 

 

 

Tax credit on exceptional items

 

(3.4)

(3.6)

Deferred tax on goodwill, acquired intangible assets and US capitalised development costs

 

(31.1)

 

(19.4)

US tax loss movement/(recognition)

 

3.5

(1.2)

Total tax credit

 

(14.8)

(11.5)

 

 

 

 

 

 

Pence

Pence

 

 

 

(restated)

Underlying earnings per share*

 

 

 

Underlying earnings per share - basic

 

11.1

10.5

Underlying earnings per share - diluted

 

11.1

10.5

 

*  Attributable to equity shareholders of the parent company

 

2016 underlying earnings per share has been restated for the 2017 rights issue to allow meaningful comparison with 2017 earnings per share.

 

8 Dividends paid and proposed

 

Explanatory note:

Dividends are the amounts we return to our shareholders and are paid as an amount per ordinary share held.

 

On 1 March 2018 the Board announced that it had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Laird plc. Further details are provided in note 12. As a result of this announcement no final dividend is currently proposed.

 

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*

 

 

2017

2016

 

2017

2016

 

 

£m

£m

 

£m

£m

Final 2015

 

-

23.3

 

-

-

Interim 2016

 

-

12.2

 

-

12.2

Interim 2017

 

5.5

-

 

5.5

-

Final 2017

 

-

-

 

-

-

 

 

5.5

35.5

 

5.5

12.2

                 

 

 

Dividends per share

 

Dividends paid

 

Dividends declared / proposed*

 

 

2017

2016

 

2017

2016

 

 

Pence

Pence

 

Pence

Pence

Final 2015

 

-

8.60

 

-

-

Interim 2016

 

-

4.53

 

-

4.53

Interim 2017

 

1.13

-

 

1.13

-

Final 2017

 

-

-

 

-

-

 

 

1.13

13.13

 

1.13

4.53

                 

 

*   Attributable to the year

 

 

9 Additional cash flow information

 

Explanatory note:

Cash generated from operations is the starting point of our cash flow statement. This table makes adjustments for any non-cash accounting items to reconcile our result for the year to the amount of cash we have generated from our continuing operations.

 

Cash generation from operations

 

Continuing operations

 

2017

2016

 

 

£m

£m

 

 

 

 

Profit/(loss) after taxation

 

71.8

(110.8)

Depreciation and other non-cash items

 

 

 

  Depreciation of property, plant and equipment

 

22.9

22.9

  Amortisation of software

 

3.7

3.9

  Amortisation of capitalised development costs

 

14.3

8.2

  Impairment of capitalised development costs

 

1.8

4.9

  Amortisation of acquired intangible assets

 

13.8

17.2

  Impairment of goodwill

 

-

155.5

  Pension curtailment gain

 

-

(1.1)

  Change in valuation of put and call options

 

(2.6)

(3.8)

  Exceptional other non-cash items

 

(0.5)

-

  Share based payments

 

2.8

1.1

  Financial instruments - fair value adjustments

 

(2.8)

1.9

Other net finance costs     

 

9.6

10.8

Taxation

 

(14.8)

(11.5)

Changes in working capital (a)

 

 

 

  Inventories

 

(17.2)

(13.5)

  Trade and other receivables

 

3.3

(28.8)

  Trade, other payables and provisions

 

(22.3)

19.0

 

 

(36.2)

(23.3)

Cash generated from continuing operations

 

83.8

75.9

 

 

 

 

Note:

(a) Changes in working capital from continuing operations include creditor decreases of £19.6m (2016: £13.1m increases) in respect of exceptional costs.

 

Net cash outflow on acquisitions and disposals

             

 

 

2017

2016

 

 

£m

£m

Acquisition of businesses

 

 

 

Consideration:

 

 

 

Cash consideration

 

-

(39.4)

Net overdraft acquired

 

-

(0.3)

Net cash outflow on acquisition of businesses

 

-

(39.7)

 

 

Cash and cash equivalents

             

 

 

2017

2016

 

 

£m

£m

 

 

 

 

Cash and cash equivalents

 

51.3

64.5

Cash and bank balances included in assets classified as held for sale

 

1.1

-

Cash and cash equivalents as disclosed in the cash flow statement

 

52.4

64.5

 

Cash and cash equivalents at the end of the reporting period as shown in the consolidated statement of cash flows can be reconciled to the related items in the consolidated statement of financial position as shown above.

 

 

Changes in liabilities arising from financing activities and analysis of movements in net borrowings

 

The table below details changes in the Group's liabilities arising from financing activities, including both cash and non-cash changes. Liabilities from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group's consolidated cash flow statement as cash flow from financing activities.

 

Year to 31 December 2017

At 1 January 2017

Financing cash flows

Finance leases repaid during year

Non-cash other changes

At 31 December 2017

 

£m

£m

£m

£m

£m

 

 

 

 

 

 

Bank loans

(214.5)

176.6

(8.5)

2.7

(43.7)

US Private Place Loans

(97.8)

(0.4)

-

6.4

(91.8)

Schuldschein Loans

(87.7)

6.4

-

0.6

(80.7)

Finance leases

(9.1)

0.3

8.5

(0.3)

(0.6)

Total liabilities from financing activities

(409.1)

182.9

-

9.4

(216.8)

 

 

 

Analysis of movements in net borrowings

 

Year to 31 December 2017

At 1 January 2017

Cash flows

Transfer between balance sheet categories

Exchange differences

At 31 December 2017

 

£m

£m

£m

£m

£m

 

 

 

 

 

 

Cash and cash equivalents

64.5

(10.6)

(1.1)

(1.5)

51.3

Assets classified as held for sale

-

-

1.1

-

1.1

Borrowings due within one year

(0.3)

(0.2)

-

-

(0.5)

Liabilities directly associated with assets classified as held for sale

-

-

(8.5)

-

(8.5)

Borrowings due after more than one year

(408.8)

182.5

8.5

10.0

(207.8)

Total

(344.6)

171.7

-

8.5

(164.4)

 

 

Year to 31 December 2016

 

At 1 January 2016

Cash flows

Exchange differences

At 31 December 2016

 

 

£m

£m

£m

£m

Cash and cash equivalents

 

68.8

(14.2)

9.9

64.5

Borrowings due within one year

 

(29.3)

35.0

(6.0)

(0.3)

Borrowings due after more than one year

 

(239.5)

(114.4)

(54.9)

(408.8)

Total

 

(200.0)

(93.6)

(51.0)

(344.6)

 

 

 

10 Issued share capital

 

Explanatory note:

Our ordinary share capital reflects the total number of shares issued, which are publicly traded on the London Stock Exchange.

 

 

 

2017

2016

 

Shares

£m

Shares

£m

At 1 January

271,445,376

76.3

268,088,884

75.4

Rights issue

217,156,300

61.1

-

-

Issued on the exercise of share options

311,331

0.1

128,413

-

Issued as consideration for acquisition

-

-

3,228,079

0.9

At 31 December

488,913,007

137.5

271,445,376

76.3

 

In April 2017, the Group successfully completed an equity rights issue raising £184.6m of gross proceeds (£174.9m net after expenses of £9.7m).

 

 

 

11 Operations classified as held for sale

 

Explanatory note:

This note provides both quantitative and descriptive information on operations classified as held for sale in 2017, including details of the circumstances that led to the operations being classified as held for sale and the major classes of assets and liabilities that have been classified as held for sale.

 

On 12 December 2017 the Board resolved to dispose of the Group's Model Solution business and negotiations with an interested party have subsequently taken place.

 

These operations, which are expected to be sold within 12 months, have been classified as a disposal group held for sale and presented separately in the consolidated statement of financial position.

 

The disposal group is presented within the Performance Materials segment.

 

The proceeds of disposal are expected to exceed the book value of the related net assets and accordingly no impairment losses have been recognised on the classification of these operations as held for sale.

 

The major classes of assets and liabilities comprising the operations classified as held for sale are as follows:

 

 

 

2017

 

 

 

 

£m

 

 

 

 

 

Property, plant and equipment

 

 

 

13.3

Goodwill

 

 

 

24.3

Other intangible assets

 

 

 

12.3

Deferred tax asset

 

 

 

0.8

Inventories

 

 

 

1.2

Trade and other receivables

 

 

 

4.4

Cash and cash equivalents

 

 

 

1.1

Total assets classified as held for sale

 

 

 

57.4

 

 

 

 

 

Trade and other payables

 

 

 

(3.5)

Income tax payable

 

 

 

(1.2)

Deferred tax liabilities

 

 

 

(2.6)

Borrowings

 

 

 

(8.5)

Retirement benefit obligations

 

 

 

(0.8)

Total liabilities associated with assets classified as held for sale

 

 

 

(16.6)

 

 

 

 

 

Net assets of disposal group

 

 

 

40.8

 

 

12 Post balance sheet events

 

On 1 March 2018 the Board announced that it had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Laird plc at a price of 200p per share by a wholly-owned indirect subsidiary of funds managed by Advent International Corporation.

 

The offer, which would be effected by means of a scheme of arrangement under Part 26 of the Companies Act, is subject to shareholder approval and standard conditions set out in the 2.7 notice, including relevant clearances from competition and regulatory authorities in China, EU and US.

 

Appendix

 

Non-IFRS information

 

This document contains certain financial measures that are not defined or recognised under IFRS, including Covenant EBITA and Covenant EBITDA, net debt, cash interest expense, underlying  profit before tax, underlying basic earnings per share, operating cash flow, free cash flow, organic constant currency metrics and figures relating to the reorganisation of the Group's divisions. These measures are unaudited and are not measures of financial performance under IFRS and should not be considered as alternatives to other indicators of the Group's operating performance, cash flows or any other measure of performance derived in accordance with IFRS. Accordingly, these non-IFRS measures should be viewed as supplemental to, but not as a substitute for, measures presented in the Laird Final Results and Laird Annual Report and Accounts, which are prepared in accordance with IFRS as adopted by the EU.

 

Information regarding these measures is sometimes used by investors to evaluate the efficiency of a company's operations and its ability to employ its earnings toward repayment of debt, capital expenditures and working capital requirements. However, there are no generally accepted principles governing the calculation of these measures and the criteria upon which these measures are based can vary from company to company. These measures, by themselves, do not provide a sufficient basis to compare the Company's performance with that of other companies and should not be considered in isolation or as a substitute for operating profit or any other measure as an indicator of operating performance, or as an alternative to cash generated from operating activities as a measure of liquidity.

 

 

Covenant EBITA and Covenant EBITDA

 

The Group is subject to two key financial covenants, which are tested semi-annually on 30 June and 31 December of each year. These covenants relate to the leverage ratio, being the ratio between Covenant EBITDA and net debt, and the interest cover ratio between Covenant EBITA and cash interest expense. The calculation of these ratios involves the translation of non-Sterling denominated debt using average, rather than closing, rates of exchange and adjustments for removal of the 49% of Model Solution that the Group does not own from the calculation.

 

Covenant EBITA is defined as operating profit before amortisation and impairment of acquired intangible assets and exceptional items, adding back amortisation of software, amortisation and impairment of capitalised development costs, share based payments and pre-acquisition losses, less the amounts attributable to the 49% of Model Solution that the Group does not own. Covenant EBITDA is defined as Covenant EBITA adding back depreciation of property, plant and equipment. The Group uses Covenant EBITA and Covenant EBITDA in the calculation of its interest cover and leverage ratios under its financing arrangements, respectively.

 

Covenant EBITA and Covenant EBITDA eliminate potential differences in performance caused by variations in capital structures (affecting net finance costs), tax positions (such as the availability of net operating losses against which to relieve taxable profits), the cost and age of tangible assets (affecting relative depreciation expense), the extent to which intangible assets are identifiable (affecting relative amortisation expense) and other specific items that are considered to hinder comparison of the trading performance of the Group's businesses either year-on-year or with other businesses. For the periods under review, other specific items represent items defined by management and are exceptional items and share based charges.

 

Covenant EBITA and Covenant EBITDA have limitations as an analytical tool. Some of these limitations are:

 

·     does not reflect the Group's cash expenditures or future requirements for capital expenditures or contractual commitments;

·     does not reflect changes in, or cash requirements for, the Group's working capital needs;

·     does not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on the Group's indebtedness;

·     although depreciation and amortisation are non-cash charges, the assets being depreciated and amortised will often have to be replaced in the future, and Covenant EBITA and Covenant EBITDA do not reflect any cash requirements for such replacements;

·     it is not adjusted for all non-cash income or expense items that are reflected in the Group's statements of cash flows; and

·     the further adjustments made in calculating Covenant EBITA and Covenant EBITDA are those that management consider are not representative of the underlying operations of the Group and therefore are subjective in nature.

 

The table below sets out the reconciliation of the Group's total Covenant EBITA and Covenant EBITDA from operating profit before amortisation and impairment of acquired intangible assets and exceptional items for the periods indicated:

 

2017

2016

 

(£m)

Operating profit before amortisation and impairment of acquired intangible assets and exceptional items

76.9

61.9

Amortisation of software

3.7

3.9

Amortisation of capitalised development costs

14.3

8.2

Impairment of capitalised development costs

1.8

4.9

Share based payments

2.8

1.1

Pre-acquisition losses1

-

(1.2)

Adjustment for non-controlling interest2

(2.0)

(3.2)

Covenant EBITA

97.5

75.6

Depreciation of property, plant & equipment

22.9

22.9

Covenant EBITDA

120.4

98.5

       

 

Notes:

1. As required by the Group's Existing Finance Arrangements, the calculation of Covenant EBITA and Covenant EBITDA includes the profit or loss before tax of businesses or assets acquired during the year for the part of the year prior to the acquisition by the Group of that business asset.

2. As required by the Group's Existing Finance Arrangements, the calculation of Covenant EBITA and Covenant EBITDA is adjusted to exclude amounts attributable to the 49% of Model Solution that the Group does not own.

 

 

Net debt

 

The Group uses net debt, defined as total borrowings less cash and cash equivalents, as a supplemental measure in evaluating its liquidity, as it indicates the level of the Group's borrowings after taking account of cash and cash equivalents within the Group's business that could be utilised to pay down the outstanding borrowings, as well as in the calculation of the leverage ratio under its financing arrangements.

 

 

 

The table below sets out the reconciliation of the Group's net debt from borrowings for the periods indicated:

 

2017

2016

 

(£m)

Borrowings - current liabilities

0.5

0.3

Borrowings - non-current liabilities

207.8

408.8

Borrowings included in liabilities directly associated with assets classified as held for sale

8.5

-

Borrowings

216.8

409.1

Less cash and cash equivalents

(51.3)

(64.5)

Less cash and cash equivalents included in assets classified as held for sale

(1.1)

-

Net Debt

164.4

344.6

 

In calculating its leverage ratio under its financing arrangements, the Group adjusts net debt to exclude the impact of foreign exchange movements (£3.2m in 2017) and the 49% of the external debt of Model Solution that the Group does not own (£3.5m in 2017). In 2017, the Group's net debt for purposes of covenant calculation was £164.1m.

 

Cash interest expense

The Group uses cash interest expense, defined as finance costs, adding back finance income and other net finance income - pension, in the calculation of its interest cover ratio under its financing arrangements.

 

2017

2016

 

(£m)

Finance costs

(9.9)

(11.1)

Finance income

0.1

0.1

Other net finance income - pension

0.2

0.2

Cash interest expense

(9.6)

(10.8)

 

 

Underlying profit before tax and underlying operating profit

 

The Group uses underlying profit before tax (defined as profit before tax, adding back adjustments to the fair value of financial instruments, impairment of goodwill, amortisation of acquired intangible assets and exceptional items) and underlying operating profit (underlying profit before tax, adding back finance income, finance costs and other finance income - pension) as supplemental measures of the Group's profitability which the Group considers useful due to the exclusion of specific items that are considered to hinder comparison of the underlying profitability of the Group's businesses either year-on-year or with other businesses.
 

The table below sets out the reconciliation of the Group's underlying profit before tax and underlying operating profit from profit before tax for the periods indicated:

 

2017

2016

 

(£m)

Profit/(loss) before tax

57.0

(122.3)

Financial instruments - fair value of adjustments

(2.8)

1.9

Impairment of goodwill

-

155.5

Amortisation of acquired intangible assets

13.8

17.2

Exceptional items

(0.7)

(1.2)

Underlying profit before tax

67.3

51.1

Finance income

(0.1)

(0.1)

Finance costs

9.9

11.1

Other finance income - pension

(0.2)

(0.2)

Underlying operating profit

76.9

61.9

 

Underlying basic earnings per share

Underlying basic earnings per share is calculated as underlying earnings attributable to shareholders of the parent divided by the weighted average number of shares. Underlying earnings attributable to the parent is defined as profit/(loss) for the year attributable to equity shareholders of the parent company, adding adjustments to the fair value of financial instruments, impairment of goodwill, amortisation of acquired intangible assets less amortisation of acquired intangible assets attributable to non-controlling interests, exceptional items less exceptional items attributable to non-controlling interests, tax on exceptional items, deferred tax on goodwill, acquired intangible assets and US capitalised development costs, US tax loss movement/(recognition), less tax on amortisation of acquired intangible assets attributable to non-controlling interests. The Group uses underlying basic earnings per share as a supplemental measure of the Group's profitability. The table below sets out the reconciliation of the Group's underlying basic earnings per share from profit/(loss) attributable to equity shareholders of the parent company for the periods indicated:

 

 

2017

2016

 

 

restated

 

(£m)

Profit/(loss) for the year attributable to equity shareholders of the parent company

71.6

(111.7)

Financial instruments - fair value of adjustments

(2.8)

1.9

Impairment of goodwill

-

155.5

Amortisation of acquired intangible assets

13.8

17.2

Amortisation of acquired intangible assets attributable to non-controlling interests

(1.0)

(0.9)

Exceptional items

(0.7)

(1.2)

Exceptional items attributable to non-controlling interests

0.3

-

Tax credit on exceptional items

(3.4)

(3.6)

Deferred tax on goodwill, acquired intangible assets and US capitalised development costs

(31.1)

(19.4)

US tax loss movement/(recognition)

3.5

(1.2)

Tax on amortisation of acquired intangible assets attributable to non-controlling interests

0.2

0.2

Underlying earnings attributable to shareholders of the parent

50.4

36.8

Weighted average number of shares (in millions)

452.7

350.9

Underlying basic earnings per share (in pence)

11.1

10.5*

 

  *2016 underlying basic earnings per share has been restated for the impact of the 2017 rights issue.

 

Operating cash flow and free cash flow pre- and post-dividend

The Group defines operating cash flow as cash generated from operations, adding back exceptional items, exceptional pension curtailment gain, exceptional change in valuation of put and call options, exceptional non-cash items, movements in exceptionals within working capital, purchase of intangible assets (internally developed), purchase of property, plant and equipment and purchase of software. The Group defines free cash flow pre-dividend as operating cash flow less exceptional costs, interest received, interest and other finance costs paid and tax paid. The Group defines free cash flow post-dividend as free cash flow pre-dividend less dividends. The Group uses operating cash flow, free cash flow pre-dividend and free cash flow post-dividend as supplemental measures of the Group's trading cash flow.

 

 

2017

2016

 

(£m)

Cash generated from operations

83.8

75.9

Exceptional items

(0.7)

(1.2)

Non-cash exceptional movements:

 

 

   Pension curtailment gain

-

1.1

   Change in valuation of put and call options

2.6

3.8

   Other non-cash items

0.5

-

Movement in exceptionals within working capital

19.6

13.1

Purchase of intangible assets (internally developed)

(23.4)

(19.9)

Purchase of property, plant and equipment

(28.0)

(41.4)

Purchase of software

(2.6)

(3.3)

Operating cash flow

51.8

28.1

Exceptional costs

(22.0)

(16.8)

Interest received

0.1

0.1

Interest and other finance costs paid

(10.9)

(10.5)

Tax paid

(15.0)

(14.4)

Free cash flow pre-dividend

4.0

(13.5)

Dividends

(5.5)

(35.5)

Free cash flow post-dividend

(1.5)

(49.0)

 

The table below sets out a reconciliation of the Group's operating cash flow and free cash flow pre- and post-dividend to operating profit before amortisation and impairment of acquired intangible assets and exceptional items for the periods indicated, which the Group considers useful as a supplemental measure in evaluating the Group's ability to convert profits to cash.

 

 

2017

2016

 

(£m)

Operating profit before amortisation and impairment of acquired intangible assets and exceptional items

76.9

61.9

Depreciation of property, plant and equipment

22.9

22.9

Amortisation of software

3.7

3.9

Amortisation of capitalised development costs

14.3

8.2

Impairment of capitalised development costs

1.8

4.9

Share based payments

2.8

1.1

Increase in working capital

(16.6)

(10.2)

Capitalised research and development expenditure

(23.4)

(19.9)

Capital expenditure less disposals

(30.6)

(44.7)

Operating cash flow

51.8

28.1

Exceptional costs

(22.0)

(16.8)

Interest received

0.1

0.1

Interest and other finance costs paid

(10.9)

(10.5)

Tax paid

(15.0)

(14.4)

Free cash flow pre-dividend

4.0

(13.5)

Dividends

(5.5)

(35.5)

Free cash flow post-dividend

(1.5)

(49.0)

 

Organic constant currency metrics

 

The Group uses organic constant currency metrics because the Directors believe that these measures provide investors with useful supplemental information regarding the underlying performance of the Group as they eliminate the effect of acquisitions and the translation effect of currency exchange movements from period to period.

 

The following tables provide reconciliations of Group and segmental revenue on an actual basis to revenue on an organic constant currency basis for the periods indicated:

 

2017 as reported

Acquisition Adjustment (1)

Currency Adjustment (2)

2017 at organic constant currency

 

(£m)

Revenue

936.6

(7.5)

(48.1)

881.0

Performance Materials

448.3

-

(22.2)

426.1

Connected Vehicle Solutions

318.6

(7.5)

(17.0)

294.1

Wireless and Thermal Systems

169.7

-

(8.9)

160.8

 

 

2016 as reported

Acquisition Adjustment (1)

Currency Adjustment (2)

2016 at organic constant currency

 

(£m)

Revenue

801.6

(3.0)

-

798.6

Performance Materials

395.0

-

-

395.0

Connected Vehicle Solutions

252.1

(3.0)

-

249.1

Wireless and Thermal Systems

154.5

-

-

154.5

Notes:

(1)        Acquisitions are eliminated from 2017 and 2016 revenue to allow a comparison of organic performance.

(2)        Revenue is converted to constant currency by applying prior year exchange rates to convert current year revenues to GBP.

 

 

 

 

 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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