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LWB Low & Bonar Plc

15.45
0.00 (0.00%)
19 Apr 2024 - Closed
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Share Name Share Symbol Market Type Share ISIN Share Description
Low & Bonar Plc LSE:LWB London Ordinary Share GB0005363014 ORD 5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 15.45 15.40 15.45 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Low & Bonar PLC Half-year Report (6532K)

11/07/2017 7:00am

UK Regulatory


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RNS Number : 6532K

Low & Bonar PLC

11 July 2017

Low & Bonar PLC

("Low & Bonar" or "the Group")

Half Year Results for the Six Months to 31 May 2017

SOLID FIRST HALF

Low & Bonar PLC ("Low & Bonar" or "the Group"), the international performance materials group, today announces its half year results for the six months to 31 May 2017.

 
                                                                                         12 months 
                                                  Six months to 31 May                   to 30 Nov 
                                                                             Constant 
                                                                          Currency(1) 
                                          2017         2016     Actual             ()         2016 
 Continuing operations 
 Revenue                             GBP210.3m    GBP180.6m      16.4%           4.6%    GBP400.0m 
 Operating profit before 
  amortisation and non-recurring 
  items                               GBP15.5m     GBP13.3m      16.5%           3.3%     GBP34.7m 
 Operating margin before 
  amortisation and non-recurring 
  items(2)                                7.4%         7.4%                                   8.7% 
 Profit before tax, 
  amortisation and non-recurring 
  items                               GBP13.1m     GBP10.6m      23.6%          10.1%     GBP29.2m 
 Profit before taxation               GBP10.8m      GBP8.3m      30.1%                    GBP25.9m 
  (statutory) 
 
   Basic EPS before amortisation 
   and non-recurring items               2.70p        2.16p      25.0%          11.1%        6.01p 
 Basic EPS (statutory)                   2.14p        1.63p      31.3%                       5.20p 
 Dividend per share                      1.05p        1.00p       5.0%                       3.00p 
 Return on capital employed(3)           10.4%        11.3%    -90 bps                       11.1% 
 Net debt                            GBP149.0m    GBP139.5m                              GBP111.0m 
 

(1) Constant currency is calculated by retranslating comparative period results at current period exchange rates.

(2) Operating profit before amortisation and non-recurring items as a percentage of revenue.

(3) Operating profit before amortisation and non-recurring items as a percentage of net assets plus net debt.

   --      Delivering effectively against strategic objectives despite challenging end markets 

-- Benefits being delivered from focus on operational excellence, customer intimacy and product development

   --      Good performance in B&I offsetting slower start in CTT and Civil Engineering 
   --      Strengthened global footprint 

-- Acquisition of Walflor Industries Inc in North America integrating well and performing as expected

   --        Commenced build of second manufacturing line in Changzhou, China 
   --      Net debt seasonally high, expected to reduce to normal levels of gearing by November 

-- Post period end, agreed sale of agro-textile business, including the manufacturing site in Lokeren, Belgium for cash consideration of EUR7.0m (GBP6.1m)

Martin Flower, Chairman, said:

"The Group had a solid first half. Although we do not envisage a sustained pick-up in our markets, we do anticipate further benefits to be realised from our focus on operational excellence and product development. Overall we remain confident of meeting the Board's expectations for the full year."

11 July 2017

For further information, please contact:

 
 
   Low & Bonar PLC                         +44 (0) 20 7535 3180 
 Brett Simpson, Group Chief Executive 
  Simon Dray, Interim Chief Financial 
  Officer 
 
 Instinctif Partners                     +44 (0) 20 7457 2020 
 Matthew Smallwood 
  Helen Tarbet 
  Rosie Driscoll 
 

Results Overview

We are pleased to report that the Group overall had a solid first half, and that we continue to make good strategic progress in exiting legacy businesses and plants and improving the quality of our core businesses. Sales of GBP210.3m were 16.4% ahead of 2016 (GBP180.6m) and 4.6% ahead at constant currency. Profit before tax, amortisation and non-recurring items from continuing operations for the six months ended 31 May 2017 increased by 23.6% to GBP13.1m (2016: GBP10.6m). On a constant currency basis, profit before tax, amortisation and non-recurring items was up 10.1% (2016: GBP11.9m).

Disposal

As announced separately today, we have successfully agreed the sale of our agro-textile business, including the manufacturing facility based in Lokeren, Belgium, for a cash consideration of GBP6.1m (EUR7.0m). The disposal is expected to complete before the end of September 2017, after a period of employee consultation. The agro-textile business comprises a part of the Building & Industrial global business unit and contributed GBP9.5m of sales and a GBP(0.1)m loss in the six months to May 2017 (2016: GBP7.5m sales, GBP(0.4)m loss). An estimated net loss of GBP10.0m will be recorded as a non-recurring item on completion of the disposal. This disposal continues the Group's strategy of active portfolio management to improve the quality of its businesses and to focus its resources on the areas of highest return. Estimated net cash proceeds, after costs, of GBP5.1m, will be used to reduce Group borrowings.

Operational review

Building & Industrial

Building & Industrial performed strongly; on a constant currency basis sales of GBP40.9m were 14.2% ahead of the prior period (2016: GBP35.8m) and operating profits before amortisation and non-recurring items were up 17.6% to GBP6.0m (2016: GBP5.1m), driven by robust demand across all its markets, particularly North America, and the strength of its sales and marketing approach to developing niche markets. Walfor Industries Inc, acquired in January 2017, is integrating well and performed in line with our expectations, contributing GBP0.4m to sales and GBP0.1m to profit in the period. The disposal of the agro-textile business, announced today, will improve the quality of business and margins within Building & Industrial over the medium term and focus management time and resources on the core business.

Civil Engineering

Civil Engineering made a slower than expected start to the year, with demand in its core European markets remaining subdued. While sales were up 5.0% at constant currency to GBP45.8m (2016: GBP43.6m) the business broke even in the period, compared to an operating profit of GBP1.0m (before amortisation and non-recurring items) in 2016, due to an adverse sales mix in the period. Transactional sales volumes grew well, however seasonal factors delayed the major project start dates this year, meaning that the majority of the higher margin specification business is expected to fall in the second half this year. The sharp increase in raw material input costs in Q1 2017 also meant margins were squeezed in the low-margin, high volume transactional business. Pricing has now been adjusted and margins are expected to improve in the second half of the year.

Coated Technical Textiles

On a constant currency basis, Coated Technical Textiles sales were flat at GBP66.5m (2016: GBP66.6m), although operating profits before amortisation and non-recurring items of GBP4.9m were 32.4% above the prior period (2016: GBP3.7m). The manufacturing problems which impacted profits in 2016 have been resolved and product availability has improved. As expected, despite a relatively supportive market, trailer market volumes were subdued as the business rebuilds its reputation for service delivery and product quality. This was partially offset by improved sales of building products, assisted by ongoing tensile architecture projects. We anticipate volumes will continue to recover over the second half of 2017.

Interiors & Transportation

Interiors & Transportation sales of GBP57.1m were 3.8% ahead of 2016 (GBP55.0m) at constant currency, however higher raw material input costs held operating profits before amortisation and non-recurring items at GBP7.9m, 3.7% below 2016 (GBP8.2m) on a constant currency basis. Interiors sales performed well, compensating for flat demand in transportation, and raw material cost pressure is expected to reduce over the second half. Sales in China continue to grow strongly, and, with export sales, the plant in Changzhou is running at capacity. Work has commenced on adding a second manufacturing line in the facility, which will complete in early 2018; total spend is expected to be around GBP22m of which GBP10m has been incurred at May 2017.

Discontinued operations

We reached agreement with the purchaser of the artificial grass yarns business, sold in 2016, on the level of deferred purchase consideration receivable; half of the EUR4.3m agreed amount was received in April 2017 with the balance due in September 2017. A non-recurring charge to discontinued operations of GBP0.9m has been made to reflect the difference between the final amount agreed and the debtor held at the end of 2016.

Good progress has been made on agreeing our exit from the Bonar Natpet JV. We wrote off our investment in 2015, and anticipate that the GBP1.1m provision held at May 2017 will be sufficient to cover any resultant costs of exit, and no further charge has been accrued in the period.

Amortisation and non-recurring items

The charge for amortisation of acquired intangible assets was GBP1.8m (2016: GBP1.9m) in the period. During the period, the Group incurred GBP0.5m of non-recurring costs from continuing operations; GBP0.2m of acquisition-related costs and GBP0.3m of costs associated with the disposal of the agro-textile business.

Interim dividend

To reflect the solid first half of the year and the Board's confidence in the Group's future, we are declaring an interim dividend of 1.05 pence per share, an increase of 5.0% on last year, payable on 22 September 2017 to shareholders registered on 25 August 2017.

Net debt and interest

Net debt, which is seasonally higher at the half year, increased to GBP149.0m (2016: GBP139.5m) from GBP111.0m (2016: GBP102.1m) at the start of the year. Foreign exchange rate differences account for GBP2m (2016: GBP4m) of the increase in the period. Cash outflow into working capital was GBP27.8m in the six months to May 2017 (2016: GBP26.0m). The seasonal stock build was higher than normal, with inventories brought forward from 2016 taking longer to unwind than expected, particularly within Civil Engineering in preparation for a more specification-weighted second half. Higher sales in May 2017 also increased trade debtors. As anticipated, a further GBP15.0m (2016: GBP14.3m) was spent on capital expenditure. This includes GBP7.5m (2016: GBPnil) of investment in the second production line at our facility in Changzhou, China and GBP2.2m (2016: GBP1.2m) of spend relating to the new Group ERP system. The first ERP roll-out went ahead at the end of Q2 2017 and to date the project has gone to plan. Gearing at 31 May 2017 was 2.5 times (2016: 2.7 times), we expect the net consideration receivable from the agro-textile business disposal, working capital efficiency measures and the normal seasonal pattern of sales to reduce this to normal levels by November 2017.

Return on capital

The Group's return on capital on a 12-month trailing basis was 10.4%, compared to 11.3% in the first half of last year, principally due to higher working capital and the assets under construction in China.

Outlook

This is expected to be a year of significant progress for the Group, with our focus on operational excellence and product development starting to bear fruit, and we are confident of achieving our objectives for the second half. Whilst we have seen little evidence of a sustained pick-up in demand in our markets, we are pleased that growth continues to come as a result of our disciplined approach to sales and marketing and offering clients innovative solutions.

Overall, we remain confident of meeting the Board's expectations for the full year.

   Martin Flower                                                              Brett Simpson 
   Chairman                                                                      Group Chief Executive 

Forward looking statements

This announcement includes statements that are, or may be deemed to be, "forward looking statements". These forward looking statements can be identified by the use of forward looking terminology, including, but not limited to, the terms "believes", "estimates", "anticipates", "expects", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward looking statements include matters that are not historical facts.

By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward looking statements are not guarantees of future performance. The Group's actual results of operations, financial condition and liquidity may differ materially from the impression created by the forward looking statements contained in this announcement. In addition, even if the results of operations, financial condition, and liquidity are consistent with the forward looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that could cause these differences include, but are not limited to: changes in the competitive framework in which the Group operates and its ability to retain market share; the Group's ability to generate growth or profitable growth; the Group's ability to generate sufficient cash to service its debt; the Group's ability to control its capital expenditure and other costs; significant changes in exchange rates, interest rates and tax rates; significant technological and market changes; future business combinations or dispositions; and general local and global economic, political, business and market conditions. In light of these risks, uncertainties and assumptions, the events described in the forward looking statements in this announcement may not occur.

Other than in accordance with its legal or regulatory obligations, the Group does not undertake any obligation to update or revise publicly any forward looking statement, whether as a result of new information, future events or otherwise.

LOW & BONAR PLC

Condensed Consolidated Income Statement

 
                              Six months ended                        Six months ended                           Year ended 
                                 31 May 2017                             31 May 2016                           30 November 2016 
                                  Unaudited                               Unaudited 
 
                           Before                                  Before                                  Before 
                     amortisation    Amortisation            amortisation    Amortisation            amortisation    Amortisation 
                              and             and                     and             and                     and             and 
                    non-recurring   non-recurring           non-recurring   non-recurring           non-recurring   non-recurring 
                            items           items   Total           items           items   Total           items           items   Total 
                             GBPm            GBPm    GBPm            GBPm            GBPm    GBPm            GBPm            GBPm    GBPm 
 
 Revenue                    210.3               -   210.3           180.6               -   180.6           400.0               -   400.0 
                   --------------  --------------  ------  --------------  --------------  ------  --------------  --------------  ------ 
 
 Operating 
  profit/(loss)              15.5           (2.3)    13.2            13.3           (2.3)    11.0            34.7           (3.3)    31.4 
 
 Financial 
  income                        -               -       -             0.1               -     0.1             0.2               -     0.2 
 Financial 
  expense                   (2.4)               -   (2.4)           (2.8)               -   (2.8)           (5.7)               -   (5.7) 
                   --------------  --------------  ------  --------------  --------------  ------  --------------  --------------  ------ 
 Net financing 
  costs                     (2.4)               -   (2.4)           (2.7)               -   (2.7)           (5.5)               -   (5.5) 
 Profit/(loss) 
  before taxation            13.1           (2.3)    10.8            10.6           (2.3)     8.3            29.2           (3.3)    25.9 
 
 Taxation                   (4.0)             0.5   (3.5)           (3.2)             0.6   (2.6)           (8.8)             0.6   (8.2) 
                   --------------  --------------  ------  --------------  --------------  ------  --------------  --------------  ------ 
 Profit/(loss) 
  after taxation              9.1           (1.8)     7.3             7.4           (1.7)     5.7            20.4           (2.7)    17.7 
 Profit/(loss) 
  for the period 
  from continuing 
  operations                  9.1           (1.8)     7.3             7.4           (1.7)     5.7            20.4           (2.7)    17.7 
 Loss for the 
  period from 
  discontinued 
  operations                    -           (0.9)   (0.9)               -           (2.6)   (2.6)             0.5           (3.7)   (3.2) 
 Profit/(loss) 
  for the period              9.1           (2.7)     6.4             7.4           (4.3)     3.1            20.9           (6.4)    14.5 
 
 Attributable 
  to 
 Equity holders 
  of the Company              8.8           (2.7)     6.1             7.1           (4.3)     2.8            20.3           (6.4)    13.9 
 Non-controlling 
  interest                    0.3               -     0.3             0.3               -     0.3             0.6               -     0.6 
                   --------------  --------------  ------  --------------  --------------  ------  --------------  --------------  ------ 
                              9.1           (2.7)     6.4             7.4           (4.3)     3.1            20.9           (6.4)    14.5 
                   ==============  ==============  ======  ==============  ==============  ======  ==============  ==============  ====== 
 
 
 Earnings 
  per share 
 
 Continuing 
  operations: 
 Basic           2.70p     2.14p   2.16p     1.63p    6.01p     5.20p 
 Diluted         2.66p     2.10p   2.14p     1.61p    5.95p     5.15p 
 Discontinued 
  operations: 
 Basic               -   (0.29p)       -   (0.79p)    0.14p   (0.98p) 
 Diluted             -   (0.28p)       -   (0.78p)    0.14p   (0.97p) 
 Total: 
 Basic           2.70p     1.85p   2.16p     0.84p    6.15p     4.22p 
 Diluted         2.66p     1.82p   2.14p     0.83p    6.09p     4.18p 
 

LOW & BONAR PLC

Condensed Consolidated Balance Sheet

 
                                               31 May       31 May   30 November 
                                                 2017         2016          2016 
                                            Unaudited    Unaudited 
                                                 GBPm         GBPm          GBPm 
 
 Non-current assets 
 Goodwill                                        85.7         75.2          82.6 
 Intangible assets                               25.2         21.1          22.2 
 Property, plant and equipment                  156.1        134.1         150.3 
 Investment in joint venture                        -            -             - 
 Investment in associate                          0.6          0.5           0.5 
 Deferred tax assets                              6.0          4.6           5.6 
 Post-employment benefits                           -            -             - 
                                          -----------  -----------  ------------ 
                                                273.6        235.5         261.2 
 Current assets 
 Inventories                                    113.1         86.2          97.5 
 Trade and other receivables                     87.3         67.9          79.1 
 Cash and cash equivalents                       27.7         21.5          26.3 
 Assets classified as held                          -         31.3             - 
  for sale 
                                          -----------  -----------  ------------ 
                                                228.1        206.9         202.9 
 
 Current liabilities 
 Interest-bearing loans and 
  borrowings                                      0.2         34.4           0.1 
 Current tax liabilities                          2.8          4.1           4.4 
 Trade and other payables                        81.7         62.3          84.4 
 Provisions                                         -          0.8             - 
 Derivative liabilities                             -          0.1             - 
 Liabilities directly associated 
  with assets classified as 
  held for sale                                   1.1          8.4           1.3 
                                          -----------  -----------  ------------ 
                                                 85.8        110.1          90.2 
 
 Net current assets                             142.3         96.8         112.7 
                                          -----------  -----------  ------------ 
 Total assets less current 
  liabilities                                   415.9        332.3         373.9 
                                          -----------  -----------  ------------ 
 
 Non-current liabilities 
 Interest-bearing loans and 
  borrowings                                    176.5        126.6         137.2 
 Deferred tax liabilities                        19.0         17.5          19.1 
 Post-employment benefits                        14.0         14.5          15.0 
 Other payables                                   0.6          0.2           0.2 
                                          -----------  -----------  ------------ 
                                                210.1        158.8         171.5 
 
 Net assets                                     205.8        173.5         202.4 
                                          ===========  ===========  ============ 
 
 
 Equity attributable to equity holders 
  of the parent 
 Share capital                                   47.4         47.4          47.4 
 Share premium account                           74.4         74.2          74.4 
 Translation reserve                           (24.5)       (47.8)        (26.0) 
 Retained earnings                              101.8         93.6         100.2 
                                          -----------  -----------  ------------ 
 Total equity attributable 
  to 
 Equity holders of the parent                   199.1        167.4         196.0 
 Non-controlling interest                         6.7          6.1           6.4 
                                          -----------  -----------  ------------ 
 Total equity                                   205.8        173.5         202.4 
                                          ===========  ===========  ============ 
 
 

LOW & BONAR PLC

Condensed Consolidated Cash Flow Statement

 
                                                   Six months    Six months          Year 
                                                        ended         ended         ended 
                                                  31 May 2017   31 May 2016   30 November 
                                                    Unaudited     Unaudited          2016 
                                                         GBPm          GBPm          GBPm 
 
 Profit for the period from continuing 
  operations                                              7.3           5.7          17.7 
 Loss for the period from discontinued 
  operations                                            (0.9)         (2.6)         (3.2) 
                                                 ------------  ------------  ------------ 
 Profit for the period                                    6.4           3.1          14.5 
 Adjustments for: 
 Depreciation                                             8.0           7.6          15.8 
 Amortisation                                             2.3           2.4           5.2 
 Income tax expense                                       3.5           2.6           8.2 
 Net financing costs                                      2.4           2.7           5.5 
 Share of results of joint venture                          -             -           1.3 
 Loss on disposal of discontinued assets                  0.9           2.6           1.3 
 Increase in working capital                           (27.8)        (26.0)        (15.0) 
 Non-cash pension charges                                 0.3           0.4           1.0 
 Decrease in provisions                                 (0.2)         (0.1)         (0.1) 
 Loss/(gain) on disposal of property, 
  plant and equipment                                     0.2             -         (0.1) 
 Equity-settled share-based payment                       0.7           0.4           0.9 
 Other non-cash items                                   (0.4)             -             - 
 Cash (outflow)/inflow from operations                  (3.7)         (4.3)          38.5 
 
 Net financing costs paid                               (2.1)         (2.9)         (4.9) 
 Tax paid                                               (6.0)         (4.8)        (10.8) 
 Pension cash contributions                             (0.2)         (0.2)         (4.6) 
                                                 ------------  ------------  ------------ 
 Net cash (outflow)/inflow from operating 
  activities                                           (12.0)        (12.2)          18.2 
 
 Proceeds from the disposal of the grass 
  yarns business                                          1.5             -          21.7 
 Acquisition of property, plant and 
  equipment                                            (12.8)        (12.9)        (18.9) 
 Dividends paid to non-controlling interests            (0.6)         (0.3)         (0.3) 
 Intangible assets purchased                            (2.2)         (1.4)         (3.3) 
 Acquisition of Walflor Industries Inc.                 (2.9)             -             - 
 Net cash outflow from investing activities            (17.0)        (14.6)         (0.8) 
 
 Drawdown of borrowings                                  36.8          19.1          17.8 
  Repayment of borrowings                                   -             -        (37.9) 
  Movement in cash flow hedges                              -             -           0.1 
  Proceeds of share issues                                  -             -           0.2 
  Equity dividends paid                                 (6.6)         (5.9)         (9.2) 
                                                 ------------  ------------  ------------ 
  Net cash inflow/(outflow) from financing 
   activities                                            30.2          13.2        (29.0) 
 
  Net cash inflow/(outflow)                               1.2        (13.6)        (11.6) 
 
  Cash and cash equivalents at start 
   of period                                             26.3          33.9          33.9 
  Foreign exchange differences                            0.2           1.2           4.0 
 
  Cash and cash equivalents at end of 
   period                                                27.7          21.5          26.3 
                                                 ============  ============  ============ 
 
 

LOW & BONAR PLC

Condensed Consolidated Statement of Comprehensive Income

 
 
                                            Six months   Six months          Year 
                                                 ended        ended         ended 
                                                31 May       31 May   30 November 
                                                  2017         2016          2016 
                                             Unaudited    Unaudited 
                                                  GBPm         GBPm          GBPm 
 
 Profit for the period                             6.4          3.1          14.5 
 
 Other comprehensive income/(expense) 
 Items that may be reclassified 
  subsequently to profit or loss: 
 Exchange differences on translation 
  of foreign operations, net of hedging            2.1         13.2          36.7 
 Exchange differences recycled from 
  reserves                                           -            -         (1.7) 
 
 Items that will not be reclassified 
  to profit or loss: 
 Actuarial gain/(loss) on defined 
  benefit pension scheme                           1.3        (9.0)        (11.8) 
 Deferred tax on defined benefit 
  pension schemes                                    -            -           0.3 
 
 Total other comprehensive income 
  for the period, net of tax                       3.4          4.2          23.5 
                                           -----------  -----------  ------------ 
  Total comprehensive income for 
   the period                                      9.8          7.3          38.0 
                                           -----------  -----------  ------------ 
 
 Attributable to 
 Equity holders of the parent                      9.0          7.0          37.4 
 Non-controlling interest                          0.8          0.3           0.6 
                                           -----------  -----------  ------------ 
                                                   9.8          7.3          38.0 
                                           ===========  ===========  ============ 
 

Condensed Consolidated Statement of Changes in Equity

 
 
                                             Six months   Six months          Year 
                                                  ended        ended         ended 
                                                 31 May       31 May   30 November 
                                                   2017         2016          2016 
                                              Unaudited    Unaudited 
                                                   GBPm         GBPm          GBPm 
 
 Shareholders' equity at start of 
  period                                          196.0        165.9         165.9 
 
 Total comprehensive income for 
  the period                                        9.0          7.0          37.4 
 Dividends paid to Ordinary Shareholders          (6.6)        (5.9)         (9.2) 
 Disposal of equity participation 
  in subsidiary                                       -            -           0.8 
 Shares issued                                        -            -           0.2 
 Share-based payment                                0.7          0.4           0.9 
 Net increase in shareholders' funds                3.1          1.5          30.1 
 
 Shareholders' equity at end of 
  period                                          199.1        167.4         196.0 
                                            ===========  ===========  ============ 
 
 
 

LOW & BONAR PLC

Notes to the Interim Report 2017

Responsibility Statement

We confirm that to the best of our knowledge:

-- the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU; and

   --      the Interim Report includes a fair review of the information required by: 

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

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

 
 
 
   By order of the Board 
 Brett Simpson 
 Group Chief Executive 
 11 July 2017 
 

LOW & BONAR PLC

Notes to the Interim Report 2017 - continued

   1.               Segmental information for the six months ended 31 May 2017 

The Group's principal activities are in the international manufacturing and supply of those performance materials commonly referred to as technical textiles. For the purposes of management reporting to the chief operating decision maker, the Group is split into four reportable business units: Building & Industrial, Civil Engineering, Coated Technical Textiles and Interiors & Transportation. Segment assets and liabilities include items directly attributable to segments as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly cash and cash equivalents, interest-bearing loans, borrowings, investments in joint ventures and associates, post-employment benefits and corporate assets and expenses. Inter-segment sales are not material.

Segment analysis

 
 Revenue from external customers     Six months   Six months     Year ended 
                                          ended        ended    30 November 
                                         31 May       31 May           2016 
                                           2017         2016 
                                           GBPm         GBPm           GBPm 
 
 Building & Industrial                     40.9         31.8           73.4 
 Civil Engineering                         45.8         39.5           90.8 
 Coated Technical Textiles                 66.5         60.1          129.8 
 Interiors & Transportation                57.1         49.2          106.0 
 Revenue for the period                   210.3        180.6          400.0 
                                    ===========  ===========  ============= 
 
 
 Profit for the         Before amortisation and non-recurring       After amortisation and non-recurring 
 period                                 items                                       items 
                       Six months    Six months      Year ended    Six months    Six months     Year ended 
                            ended         ended     30 November         ended         ended    30 November 
                           31 May        31 May            2016        31 May        31 May           2016 
                             2017          2016                          2017          2016 
                             GBPm          GBPm            GBPm          GBPm          GBPm           GBPm 
 
 Building & 
  Industrial                  6.0           4.5            10.9           5.3           4.3           10.8 
 Civil Engineering              -           1.0             4.2         (0.1)           0.7            3.7 
 Coated Technical 
  Textiles                    4.9           3.5             8.7           3.4           2.2            5.9 
 Interiors & 
  Transportation              7.9           7.3            17.1           7.9           7.0           17.6 
 Unallocated 
  Central                   (3.3)         (3.0)           (6.2)         (3.3)         (3.2)          (6.6) 
                     ------------  ------------  --------------  ------------  ------------  ------------- 
 Operating profit            15.5          13.3            34.7          13.2          11.0           31.4 
                     ============  ============  ============== 
 Financial income                                                           -           0.1            0.2 
 Financial expense                                                      (2.4)         (2.8)          (5.7) 
                                                                 ------------  ------------  ------------- 
 Net financing 
  costs                                                                 (2.4)         (2.7)          (5.5) 
 Profit before 
  taxation                                                               10.8           8.3           25.9 
 Taxation                                                               (3.5)         (2.6)          (8.2) 
                                                                 ------------  ------------  ------------- 
 Profit for the 
  period - 
  continuing 
  operations                                                              7.3           5.7           17.7 
 Loss for the 
  period - 
  discontinued 
  operations                                                            (0.9)         (2.6)          (3.2) 
                                                                 ------------  ------------  ------------- 
 Profit for the 
  period                                                                  6.4           3.1           14.5 
                                                                 ============  ============  ============= 
 

LOW & BONAR PLC

Notes to the Interim Report 2017 - continued

 
     Segment assets, 
     liabilities, 
     other information                                              Coated 
                                 Building                        Technical           Interiors   Unallocated 
     31 May 2017             & Industrial   Civil Engineering     Textiles    & Transportation       Central     Total 
                                     GBPm                GBPm         GBPm                GBPm          GBPm      GBPm 
 
     Reportable segment 
      assets                         77.2                96.7        152.2               139.1           0.2     465.4 
     Investment in joint                                                                                             - 
     venture 
     Investment in 
      associate                                                                                                    0.6 
     Cash and cash 
      equivalents                                                                                                 27.7 
     Post-employment                                                                                                 - 
     benefits 
     Assets classified as                                                                                            - 
     held 
     for sale 
     Other unallocated 
      assets                                                                                                       8.0 
                                                                                                              -------- 
     Total Group assets                                                                                          501.7 
                                                                                                              ======== 
 
     Reportable segment 
      liabilities                  (16.3)              (19.6)       (23.2)              (21.4)             -    (80.5) 
     Loans and borrowings                                                                                      (176.7) 
     Derivative                                                                                                      - 
     liabilities 
     Post-employment 
      benefits                                                                                                  (14.0) 
     Liabilities directly 
      associated 
      with assets 
      classified as 
      held for sale                                                                                              (1.1) 
     Other unallocated 
      liabilities                                                                                               (23.6) 
                                                                                                              -------- 
     Total Group 
      liabilities                                                                                              (295.9) 
                                                                                                              ======== 
 
     Other information 
     Additions to 
      property, plant 
      and equipment                   1.3                 1.3          1.0                 9.2             -      12.8 
     Additions to 
      intangible assets 
      and goodwill                    4.4                 0.7            -                 0.7           0.2       6.0 
     Depreciation                     1.4                 1.4          1.7                 3.4           0.1       8.0 
     Amortisation of 
      acquired intangible 
      assets                          0.2                 0.1          1.5                   -             -       1.8 
     Non-recurring items              0.5                   -            -                   -             -       0.5 
                           ==============  ==================  ===========  ==================  ============  ======== 
 

LOW & BONAR PLC

Notes to the Interim Report 2017 - continued

 
     Segment assets, 
     liabilities, 
     other information                                              Coated 
                                 Building                        Technical           Interiors   Unallocated 
     31 May 2016             & Industrial   Civil Engineering     Textiles    & Transportation       Central     Total 
                                     GBPm                GBPm         GBPm                GBPm          GBPm      GBPm 
 
     Reportable segment 
      assets                         59.6                81.4        133.2               106.4             -     380.6 
     Investment in joint                                                                                             - 
     venture 
     Investment in 
      associate                                                                                                    0.5 
     Cash and cash 
      equivalents                                                                                                 21.5 
     Post-employment                                                                                                 - 
     benefits 
     Assets classified as 
      held 
      for sale                                                                                                    31.3 
     Other unallocated 
      assets                                                                                                       8.5 
                                                                                                              -------- 
     Total Group assets                                                                                          442.4 
                                                                                                              ======== 
 
     Reportable segment 
      liabilities                  (13.5)              (15.8)       (16.1)              (16.7)             -    (62.1) 
     Loans and borrowings                                                                                      (161.0) 
     Derivative 
      liabilities                                                                                                (0.1) 
     Post-employment 
      benefits                                                                                                  (14.5) 
     Liabilities directly 
      associated 
      with assets 
      classified as 
      as held for sale                                                                                           (8.4) 
     Other unallocated 
      liabilities                                                                                               (22.8) 
                                                                                                              -------- 
     Total Group 
      liabilities                                                                                              (268.9) 
                                                                                                              ======== 
 
     Other information 
     Additions to 
      property, plant 
      and equipment                   0.7                 3.5          0.7                 5.5             -      10.4 
     Additions to 
      intangible assets 
      and goodwill                    0.5                 0.4            -                 0.5             -       1.4 
     Depreciation                     1.2                 1.3          1.5                 3.6             -       7.6 
     Amortisation of 
      acquired 
      intangible assets               0.2                 0.3          1.3                 0.1             -       1.9 
     Non-recurring items                -                   -            -                 0.2           0.2       0.4 
                           ==============  ==================  ===========  ==================  ============  ======== 
 

LOW & BONAR PLC

Notes to the Interim Report 2017 - continued

 
       Segment assets, 
       liabilities, 
       other 
       information                                                 Coated          Interiors 
                                Building              Civil     Technical                  &    Unallocated 
       30 November 2016     & Industrial        Engineering      Textiles     Transportation        Central      Total 
                                    GBPm               GBPm          GBPm               GBPm           GBPm       GBPm 
 
       Reportable 
        segment assets              64.2               83.4         145.7              127.0              -      420.3 
       Investment in                                                                                                 - 
       joint venture 
       Investment in 
        associate                                                                                                  0.5 
       Cash and cash 
        equivalents                                                                                               26.3 
       Post-employment                                                                                               - 
       benefits 
       Other 
        unallocated 
        assets                                                                                                    17.0 
                                                                                                             --------- 
       Total Group 
        assets                                                                                                   464.1 
                                                                                                             ========= 
 
       Reportable 
        segment 
        liabilities               (17.2)             (17.7)        (24.2)             (25.4)              -     (84.5) 
       Loans and 
        borrowings                                                                                             (137.3) 
       Derivative                                                                                                    - 
       liabilities 
       Post-employment 
        benefits                                                                                                (15.0) 
       Other 
        unallocated 
        liabilities                                                                                             (24.9) 
                                                                                                             --------- 
       Total Group 
        liabilities                                                                                            (261.7) 
                                                                                                             ========= 
 
       Other 
       information 
       Additions to 
        property, plant 
        and equipment                1.6                4.6           2.2                9.4            0.7       18.5 
       Additions to 
        intangible 
        assets 
        and goodwill                 1.0                1.0           0.2                1.1              -        3.3 
       Depreciation                  2.6                2.6           3.3                7.1            0.2       15.8 
       Amortisation of 
        acquired 
        intangible 
        assets                       0.5                0.5           2.8                0.2              -        4.0 
       Non-recurring 
        items                      (0.4)                  -             -              (0.7)            0.4      (0.7) 
                         ===============  =================  ============  =================  =============  ========= 
 

LOW & BONAR PLC

Notes to the Interim Report 2017 - continued

Geographical analysis

 
                       External revenue by location         Non-current assets by location 
                                of customers                           of assets* 
                    Six months       Six     Year ended 
                         ended    months    30 November                           30 November 
                        31 May     ended           2016     31 May     31 May            2016 
                          2017    31 May                      2017       2016 
                                    2016 
                          GBPm      GBPm           GBPm       GBPm       GBPm            GBPm 
 
 Western Europe          116.2     101.2          219.2      183.2      163.1           176.7 
 Eastern Europe           18.8      16.0           36.0       17.8       15.7            17.4 
 North America            48.2      41.3           89.2       26.1       23.1            26.2 
 Middle East               3.9       3.5           12.4        0.1        0.1             0.1 
 Asia                     17.3      13.5           32.5       40.4       28.9            35.2 
 Rest of World             5.9       5.1           10.7          -          -               - 
                         210.3     180.6          400.0      267.6      230.9           255.6 
                   ===========  ========  =============  =========  =========  ============== 
 

Revenues arising in the UK, which is the parent company's country of domicile, were GBP10.2m (six months ended 31 May 2016: GBP9.4m; year ended 30 November 2016: GBP15.6m). The net book value of non-current assets located in the UK at 31 May 2017 was GBP2.1m (31 May 2016: GBP3.0m; 30 November 2016: GBP2.1m). More than 10% of the Group's revenues arose in Germany. The net book value of non-current assets located in Germany at 31 May 2017 was GBP75.7m (31 May 2016: GBP70.4m; 30 November 2016: GBP76.1m) and revenues arising in Germany in the period ended 31 May 2017 were GBP34.5m (six months ended 31 May 2016: GBP32.1m; year ended 30 November 2016: GBP69.5m).

*Non-current assets exclude those relating to non-current assets held for sale and deferred tax assets.

Constant currency analyses

Constant currency analyses retranslate prior period results at the current period's rates of exchange. Management believe this allows a better understanding of underlying business performance.

 
                                                                                         Six months 
                                                                                           ended 31 
                                                                                           May 2016 
                               Six months          Six months                             (constant 
                                 ended 31            ended 31                             currency) 
                                 May 2017            May 2016 
                               (reported)          (reported)           Period                                Period 
                                                                       on period                             on period 
                                                                        change                                change 
                                     GBPm                GBPm             %                    GBPm             % 
 Revenue 
 Building & Industrial               40.9                31.8           28.6%                  35.8           14.2% 
 Civil Engineering                   45.8                39.5           15.9%                  43.6           5.0% 
 Coated Technical 
  Textiles                           66.5                60.1           10.6%                  66.6          (0.2)% 
 Interiors & 
  Transportation                     57.1                49.2           16.1%                  55.0           3.8% 
 Revenue for the period             210.3               180.6           16.4%                 201.0           4.6% 
                            =============       =============                          ============ 
 
 PBTA 
 Building & Industrial                6.0                 4.5           33.3%                   5.1           17.6% 
 Civil Engineering                      -                 1.0         (100.0)%                  1.0         (100.0)% 
 Coated Technical 
  Textiles                            4.9                 3.5           40.0%                   3.7           32.4% 
 Interiors & 
  Transportation                      7.9                 7.3           8.2%                    8.2          (3.7)% 
 Unallocated Central                (3.3)               (3.0)           10.0%                 (3.0)           10.0% 
                            -------------       -------------                          ------------ 
 Operating profit 
  before non-recurring 
  items                              15.5                13.3            16.5%                 15.0            3.3% 
 Net financing costs                (2.4)               (2.7)          (11.1)%                (3.1)          (22.6)% 
 PBTA before non-recurring 
  items and discontinued 
  operations                         13.1                10.6            23.6%                 11.9            10.1% 
                            =============       =============                          ============ 
 

LOW & BONAR PLC

Notes to the Interim Report 2017 - continued

   2.               General information 

Low & Bonar PLC is a company domiciled and incorporated in Scotland. The interim condensed consolidated financial statements (the "interim financial statements") of the Company as at and for the six months ended 31 May 2017 comprise the Company and its subsidiaries (together the "Group") and the Group's interests in its associates and joint ventures. The consolidated financial statements of the Group as at and for the year ended 30 November 2016 are available on request from the Company's head office or from the Group's website at www.lowandbonar.com.

   3.               Basis of preparation 

The interim financial statements are prepared in accordance with IAS 34, "Interim Financial Reporting", as endorsed and adopted for use in the European Union. This interim condensed consolidated financial information has not been audited or reviewed by the Group's auditors in accordance with International Standard on Review Engagements 2410 issued by the Auditing Practices Board. The information has been prepared on the basis of accounting policies consistent with those applied in the consolidated financial statements for the year ended 30 November 2016.

The interim financial statements do not include all the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements for the Group as at and for the year ended 30 November 2016.

Other information

The comparative figures for the financial year ended 30 November 2016 are based on the Company's statutory accounts for that financial year and do not constitute the Group's statutory accounts for that period as defined in section 434 of the Companies Act 2006. Those accounts have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

The financial statements are presented in Pounds Sterling, rounded to the nearest hundred thousand Pounds. They are prepared on the historical cost basis except for the valuation to fair value of certain financial instruments.

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

Except as described above, in preparing these condensed interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation were the same as those applied to the consolidated financial statements as at and for the year ended 30 November 2016.

Included within Net current assets is GBP(1.5)m due to Bonar Natpet LLC, a joint venture (31 May 2016: GBP(0.9)m; 30 November 2016: GBP(0.1)m). Other than these transactions, there have been no related party transactions or changes in related party transactions described in the latest Annual Report that could have a material effect on the financial position or performance of the Group in the first six months of the financial year.

The Group's business has a seasonal bias towards the second half of the financial year due to higher levels of infrastructure and civil engineering spend in the Northern hemisphere summer period.

LOW & BONAR PLC

Notes to the Interim Report 2017 - continued

   4.               Taxation 

Taxation on profit/(loss) before amortisation, non-recurring items and share of results of joint ventures has been provided at a rate of 30.0% for the six months ended 31 May 2017 which is the estimated rate of tax for the full year (six months ended 31 May 2016: 30.4%; year ended 30 November 2016: 30.4%).

   5.               Dividend 

The Board has declared an interim Ordinary dividend of 1.05p per share, payable on 22 September 2017 to Ordinary Shareholders on the register of members at close of business on 25 August 2017. In accordance with IAS 10 "Events after the Balance Sheet Date", this dividend has not been reflected in the interim accounts. During the period a final dividend of 2.00p was paid to Ordinary Shareholders in respect of the financial year ended 30 November 2016.

   6.               Earnings per share 

Basic earnings per share and earnings per share before amortisation and non-recurring items are based on the weighted average number of Ordinary Shares in issue during the half year. The calculation of fully-diluted earnings per share is based on the weighted average number of Ordinary Shares in issue plus the dilutive effect of outstanding share options and the Low & Bonar 2003 Long-Term Incentive Plan (the "2003 LTIP") awards (to the extent to which performance criteria had been achieved at 31 May 2017).

During the period 81,784 Ordinary Shares were issued (six months ended 31 May 2016: 1,468; year ended 30 November 2016: 314,549).

The Directors consider that the calculation of earnings per share before amortisation and non-recurring items gives a more meaningful indication of the Group's underlying performance. Reconciliations of the earning and weighted average number of shares used in the calculation are set out below:

 
                                                                              30 November 
                                                          31 May     31 May          2016 
                                                            2017       2016 
 Total operations 
 Earnings - Statutory                            GBPm        6.1        2.8          13.9 
 Earnings - Before amortisation 
  and non-recurring items                        GBPm        8.8        7.1          20.3 
 
 Weighted average number of 
  shares                                   (millions)    329.323    328.958       328.984 
 Effect of dilutive shares                 (millions)      5.672      2.586         3.330 
 Diluted weighted average number 
  of shares                                (millions)    334.995    331.544       332.314 
 
 Statutory 
 Basic earnings per share                           p       1.85       0.84          4.22 
 Diluted earnings per share                         p       1.82       0.83          4.18 
 
 Before amortisation and non-recurring 
  items 
 Basic earnings per share                           p       2.70       2.16          6.15 
 Diluted earnings per share                         p       2.66       2.14          6.09 
 

LOW & BONAR PLC

Notes to the Interim Report 2017 - continued

   7.               Amortisation and non-recurring items 
 
                                                       Six months    Six months          Year 
                                                            ended         ended         ended 
                                                      31 May 2017   31 May 2016   30 November 
                                                                                         2016 
                                                             GBPm          GBPm          GBPm 
 
          Amounts charged to operating profit 
          China factory start-up costs                          -           0.2             - 
          Profit from land sale                                 -             -         (1.1) 
          Acquisition-related costs                           0.2             -           0.1 
          Costs associated with the disposal                  0.3             - 
           of the agro-textile business                                                     - 
          Pension administration costs                          -           0.1           0.1 
          Pension buy-in costs                                  -           0.1           0.2 
          Total non-recurring items                           0.5           0.4         (0.7) 
          Amortisation of acquired intangible 
           assets                                             1.8           1.9           4.0 
                                                     ------------  ------------  ------------ 
          Total charge to operating profit                    2.3           2.3           3.3 
          Tax credit in the period                          (0.5)         (0.6)         (0.6) 
          Total charge to discontinued operations             0.9           2.6           3.7 
          Total charge to profit before tax                   2.7           4.3           6.4 
 
 

Total charge to operating profit

Current period

In the period the Group incurred costs of GBP0.2m (six months ended 31 May 2016: GBPnil, year ended 30 November 2016: GBP0.1m) relating to the acquisition of Walflor Industries Inc. and GBP0.3m relating to the disposal of the agro-textile business (2016: GBPnil).

The Group incurred GBPnil (six months ended 31 May 2016: GBP0.1m; year ended 30 November 2016: GBP0.1m) of non-recurring pension administration costs relating to its UK defined benefit scheme. We expect further costs to be incurred in the six months to 30 November 2017.

Prior period

During the prior period initial costs relating to the Group's construction of a new manufacturing location in Changzhou, China, represented GBP0.2m.

Professional fees of GBPnil (six months ended 31 May 2016: GBP0.1m; year ended 30 November 2016: GBP0.2m) were incurred in respect of the medically-underwritten buy-in of GBP34m of UK pension scheme liabilities, which completed on 3 December 2015.

In the year ended 30 November 2016, the Group recorded a profit of GBP1.1m on the sale of unused land at our North American manufacturing site in Asheville.

Total charge to discontinued operations

Current period

The Group recorded a loss of GBP0.9m in discontinued operations relating to the settlement of the deferred purchase consideration with the purchaser of the artificial grass yarns business. The GBP0.9m reflects the difference between the final amount agreed and the debtor held at the end of 2016.

Prior period

In the six months ended 31 May 2016, the GBP2.6m loss reflected the anticipated loss from the sale of the artificial grass yarns business. In the year ended 30 November 2016, the GBP3.7m loss reflected the actual loss from the sale of the artificial grass yarns business.

LOW & BONAR PLC

Notes to the Interim Report 2017 - continued

   8.               Pensions and other post-employment assets and liabilities 

The Group operates a number of pension schemes in the UK and overseas. These are either defined benefit or defined contribution in nature. The assets of the schemes are held separately from those of the Group.

The movement in the Group's UK and overseas defined benefit schemes' deficits in the six months ended 31 May 2017 is summarised below.

 
                                                                Six months   Six months     Year ended 
                                                                  ended 31     ended 31    30 November 
                                                     Overseas     May 2017     May 2016           2016 
                                       UK schemes     schemes        Total        Total          Total 
                                             GBPm        GBPm         GBPm         GBPm           GBPm 
 
 Net liability at start 
 of period                                  (2.2)      (12.8)       (15.0)        (4.7)          (4.7) 
         Current service cost                   -           -            -        (0.1)          (0.4) 
         Interest (cost)/income                 -       (0.1)        (0.1)          0.1          (0.1) 
         Contributions from employers           -         0.2          0.2          0.2            4.6 
         Administration costs               (0.3)           -        (0.3)        (0.3)          (0.5) 
         Actuarial gain/(loss)                1.3           -          1.3        (9.0)         (11.8) 
         Exchange adjustments                   -       (0.1)        (0.1)        (0.7)          (2.1) 
         Net liability at end of 
          period                            (1.2)      (12.8)       (14.0)       (14.5)         (15.0) 
                                         ========  ==========  ===========  ===========  ============= 
 
 

LOW & BONAR PLC

Notes to the Interim Report 2017 - continued

   9.               Reconciliation of net cash flow to movement in net debt 
 
                                                         Six months         Six months          Year 
                                                              ended              ended         ended 
                                                        31 May 2017        31 May 2016   30 November 
                                                                                                2016 
                                                               GBPm               GBPm          GBPm 
     Net increase/(decrease) in cash 
      and cash equivalents                                      1.2             (13.6)        (11.6) 
     Net cash flow from movements in 
      debt financing                                         (36.8)             (19.1)          20.1 
     Amortisation of bank arrangement 
      fees                                                    (0.2)              (0.3)         (0.4) 
     Foreign exchange differences                             (2.2)              (4.4)        (17.0) 
                                                  -----------------  -----------------  ------------ 
     Movement in net debt in period                          (38.0)             (37.4)         (8.9) 
     Net debt at start of period                            (111.0)            (102.1)       (102.1) 
                                                  -----------------  -----------------  ------------ 
     Net debt at end of period                              (149.0)            (139.5)       (111.0) 
                                                  =================  =================  ============ 
 
     Derivative liabilities                                       -              (0.1)             - 
                                                  -----------------  -----------------  ------------ 
     Total net debt and derivative liabilities              (149.0)            (139.6)       (111.0) 
                                                  =================  =================  ============ 
 
 
                                                31 May 2017   31 May 2016   30 November 
                                                                                   2016 
                                                       GBPm          GBPm          GBPm 
     Analysis of net debt 
     Cash at bank and in hand                          27.7          21.5          26.3 
     2.57% EUR60m Senior Note due 2022-2026          (52.3)             -        (50.9) 
     5.9% EUR45m Senior Note due 2016                     -        (34.4)             - 
     Bank loans and overdrafts falling 
      due after more than one year                  (124.7)       (127.2)        (86.9) 
     Prepaid arrangement fees                           0.7           1.0           0.9 
     Preference shares                                (0.4)         (0.4)         (0.4) 
                                               ------------  ------------  ------------ 
     Net debt                                       (149.0)       (139.5)       (111.0) 
                                               ============  ============  ============ 
 
 

There are two principal covenants within both the private placement financing and the bank loans which relate to interest cover and financial gearing. These are tested bi-annually on a 12 month trailing basis using average exchange rates on both income statement items and net debt. The covenants are as follows:

 
 Measure                          Covenant 
 Consolidated net debt / EBITDA   <3.00 
 EBITA / Net interest payable     >3.00 
 

LOW & BONAR PLC

Notes to the Interim Report 2017 - continued

   10.             Discontinued operations and disposal of the agro-textile business 

Discontinued operations

During the prior year, the Board announced the disposal of the Group's artificial grass yarns business (previously comprising the majority of its Sport & Leisure global business unit). The disposal was completed on 1 September 2016. In the prior periods, the results were presented within discontinued operations on the face of the income statement and as a disposal group held for sale on the balance sheet. The GBP0.9m loss for the current period primarily represents the true-up of the final settlement of the deferred purchased consideration receivable outstanding at 30 November 2016.

In addition to this, the Board are pursuing the disposal of the Group's interest in the joint venture, Bonar Natpet LLC and negotiations are well under way with our partner, Natpet. In the period to 31 May 2017 we have not recognised our share of the loss from the joint venture as we anticipate that the GBP1.1m provision held at 31 May 2017 will be sufficient to cover any exit costs.

The results of the discontinued operations, which have been included in the condensed consolidated income statement, were as follows:

 
 
                                                 Six months     Six months          Year 
                                                      Ended          ended         ended 
                                                     31 May         31 May   30 November 
                                                       2017           2016          2016 
                                                       GBPm           GBPm          GBPm 
     Revenue                                              -           14.0          22.3 
     Expenses                                             -         (14.3)        (22.9) 
     Loss before tax                                      -          (0.3)         (0.6) 
     Attributable tax expense                             -          (0.1)             - 
     Loss recognised on the measurement                   -          (1.6) 
      to fair value less costs to sell                                                 - 
     Loss on disposal of grass yarns 
      business                                        (0.9)              -         (2.2) 
     Tax on loss of disposal of grass 
      yarns business                                      -              -           0.9 
                                              -------------  -------------  ------------ 
     Net loss from the disposal of the 
      Grass yarns business                            (0.9)          (2.0)         (1.9) 
     Share of results from Bonar Natpet 
      LLC                                                 -          (0.6)         (1.3) 
                                              -------------  -------------  ------------ 
     Net loss attributable to discontinued 
      operations (attributable to owners 
      of the Company)                                 (0.9)          (2.6)         (3.2) 
                                              =============  =============  ============ 
 

During the six months ended 31 May 2017, the discontinued businesses contributed GBP(0.9)m (six months ended 31 May 2016: GBP(1.6m), year ended 30 November 2016: (GBP3.6m)) to the Group's net operating cash flows and paid GBPnil (six months ended 31 May 2016: GBPnil, year ended 30 November 2016: GBPnil) in respect of investing activities.

Disposal of the agro-textile business

In 2017, the Board commenced a plan to sell the Group's Lokeren-based agro-textile business which is part of its Building & Industrial global business unit and operating segment. At 31 May 2017, the status of the disposal did not meet the definition of a disposal group held for sale however, since the balance sheet date, the disposal has progressed and as announced on the 11(th) July 2017, agreement was reached to dispose of the trade and assets of the agro-textile business. The disposal is expected to complete no later than 30 September 2017, subject to the fulfilment of a number of conditions, including the satisfactory completion of an information and consultation process with the employees affected by the disposal, which commenced on the 11(th) July 2017. The loss on disposal is expected to be GBP10.0m including GBP1.0m of transaction costs.

LOW & BONAR PLC

Notes to the Interim Report 2017 - continued

   11.             Business combinations 

On 17 January 2017, Low & Bonar acquired 100% of the share capital of Walflor Industries Inc., a company registered in Washington State, USA, on a debt-free, cash basis for a total consideration of $3.6m and a contingent consideration of up to $0.9m in cash based on the commercial performance of the business in the 12 months following acquisition. The contingent consideration has been fair-valued upon acquisition at $0.6m. The company produce rain screens and acoustic mats and the acquisition significantly strengthens our customer relationships in the US building products market and provides a West Coast platform for further growth.

Costs of GBP0.2m relating to the acquisition have been charged to non-recurring items. Results of the acquired business are included with the results of the Building & Industrial global business unit.

The acquired business contributed GBP0.4m to the Group's consolidated revenue for the period and increased the Group's consolidated profit before interest, tax, amortisation and non-recurring items for the period by GBP0.1m. Had the business been owned by the Group for the entire period, the contribution to the Group's consolidated revenue and consolidated profit before interest, tax, amortisation and non-recurring items would have been GBP0.6m and GBP0.1m respectively.

Details of the purchase consideration, the provisional fair values of net assets acquired and provisional goodwill arising on the acquisition of Walflor Industries Inc. are as follows:

 
                                              Book value     Fair Value   Provisional 
                                          at acquisition    adjustments    fair value 
                                                    GBPm           GBPm          GBPm 
     Intangible assets 
     Customer related                                  -            2.5           2.5 
     Technology related                                -            0.1           0.1 
     Non-compete agreement related                     -            0.2           0.2 
 
       Property, plant and equipment                 0.2            0.3           0.5 
     Inventories                                     0.1              -           0.1 
     Deferred tax liabilities                      (0.1)          (1.0)         (1.1) 
                                        ----------------  -------------  ------------ 
     Net assets acquired                             0.2            2.1           2.3 
 
     Cash consideration                                                           2.9 
     Contingent consideration                                                     0.5 
                                                                         ------------ 
     Fair value of consideration                                                  3.4 
 
     Goodwill arising on acquisition                                              1.1 
                                                                         ------------ 
 
 

Goodwill of GBP1.1m arising from the acquisition is attributable to revenue synergies expected to be generated from new cross-selling opportunities across the enlarged US building products market. It also includes expected benefits from the existing workforce and expertise as a result of being part of the enlarged Buildings & Industrial global business unit.

The fair values ascribed to the assets and liabilities are provisional. Should new information be obtained within one year of the acquisition date about facts and circumstances that existed at the acquisition date which would necessitate adjustments to the above amounts or the recognition of additional liabilities that existed at the acquisition date, then the acquisition accounting will be revised.

LOW & BONAR PLC

Notes to the Interim Report 2017 - continued

   12.             Goodwill 

The Group tests goodwill values annually for impairment or more frequently if there are indications that goodwill might be impaired. At 31 May 2017, there are no indications of potential impairment in any of the cash generating units ("CGUs") apart from Civil Engineering, who have made a slower start to the year than expected, with divisional margins impacted by a sharp increase in raw material input costs in the first quarter of the period and seasonal factors delaying the majority of the higher margin specification sales into the second half of the year.

As in the annual impairment review process, the recoverable amount of the Civil Engineering CGU has been determined using value in use calculations based on projected cash flows, discounted to calculate the net present value. The methodology applied in preparing the impairment review is in line with that disclosed in the 2016 Annual Report with the exception that cash flow projections for the Civil Engineering CGU are based on management's updated five-year projections for the CGU.

Sensitivity

Whilst management believe that the assumptions used in the impairment testing are realistic, it is reasonably possible that variations in key assumptions, particularly a material under-performance in their forecast short-term cash flows over the next 5 years could lead to an impairment in the Civil Engineering CGU. Accordingly a sensitivity analysis has been performed by varying key assumptions whilst holding other variables constant.

A summary of the Civil Engineering CGU's sensitivity to changes in the key assumptions, setting out the required changes in cash flow, growth rate and discount rate beyond which an impairment would be triggered, is shown below:

 
                                                                                    Goodwill 
                     Cash flow    Long-term growth rates        Discount rate         2017 
                    -----------                                                     -------- 
                    Sensitivity      Current  Sensitivity     Current  Sensitivity 
                     (decrease)   assumption       (rate)  assumption       (rate)      GBPm 
------------------  -----------  -----------  -----------  ----------  -----------  -------- 
Civil Engineering         14.6%           2%         0.3%        9.1%        10.2%      19.0 
------------------  -----------  -----------  -----------  ----------  -----------  -------- 
 

LOW & BONAR PLC

Notes to the Interim Report 2017 - continued

   13.             Fair value of financial instruments 

Estimation of fair value

The major methods and assumptions used in estimating the fair values of financial instruments are summarised as follows:

Cash and cash equivalents

The fair value of cash and cash equivalents is estimated as its carrying amount where the cash is repayable on demand. Where it is not repayable on demand then the fair value is estimated at the present value of future cash flows, discounted at the market rate of interest at the balance sheet date.

Trade and other receivables/payables

The fair value of trade and other receivables and trade and other payables is estimated as the present value of future cash flows, discounted at the market rate of interest at the balance sheet date if the effect is material.

Interest-bearing financial assets and liabilities

The fair value of interest-bearing assets and liabilities that bear interest at floating rates approximates to their carrying value. The fair value of the fixed interest financial liabilities is determined by discounting future contracted cash flows, using appropriate yield curves, to their net present value.

Forward exchange contracts

The fair value of forward foreign exchange contracts is based on their publicly available market price. If this is not available, forward contracts are marked to market based on the current spot rate.

All financial instruments have been measured using a Level 2 valuation method.

   14.             Risks and uncertainties 

The Board has considered the principal risks and uncertainties affecting the Group in the second half of the year. The Group has in place processes for identifying, evaluating and managing key risks. The principal risks and uncertainties, together with the approach to their mitigation, are discussed in the Business Review on pages 30 to 33 of the 2016 Annual Report, which is available on the Group's website at www.lowandbonar.com, remain relevant and there are no significant changes. In summary, the Group's principal risks and uncertainties are:

 
 
         *    Global activity                      *    Raw material pricing 
                                           *    Treasury 
         *    Organic growth/competition 
 
         *    Cyber security                       *    Pension funding 
 
 
         *    Growth strategy                      *    Funding 
 
         *    Business continuity                  *    Laws and regulations 
 
 
         *    Employee                             *    Health and safety 
 

The Directors have reviewed the Group's medium-term forecasts along with possible changes in trading performance arising from these uncertainties to determine whether the Group's committed banking facilities are sufficient to support its projected liquidity requirements and whether the forecast earnings are sufficient to meet the covenants associated with its facilities. The Directors believe that the Group's current committed borrowing facilities, which comprise a EUR165m revolving loan facility maturing in July 2019, a EUR60m private placement note with an average maturity of 8 years from September 2016, and RMB150m of revolving and term loan facilities expiring in June 2020 are sufficient to support the current requirements of the Group, and that the Group will continue to operate within the associated covenants.

After making enquiries, the Directors have a reasonable expectation that the Company and Group have adequate resources to continue in operational existence for the foreseeable future, and have continued to adopt the going concern basis in preparing the interim financial statements.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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