REG - Melrose Industries - Notification of transfer to a Premium Listing <Origin Href="QuoteRef">MRON.L</Origin> - Part 3
24/03/2017 14:35
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Total adjustments to operating (loss)/profit(1) 165.7 20.0
Underlying operating profit 104.1 24.8
(1) Of the adjustments to operating (loss)/profit, £18.2 million (2015: £nil) relating to the sale of inventory revalued
in business combinations
has been charged to cost of sales, with the balance of £147.5 million (2015: £20.0 million) included within net operating
expenses.
a. Restructuring costs in the year ended 31 December 2016 include £31.8 million relating to the closure of the Nortek
head office and £13.5 million relating to the restructuring of certain Nortek businesses. Within the Brush business, £6.1
million (2015: £5.9 million) was incurred to align the cost base with the reduced revenue. In addition, in 2015, £1.7
million of restructuring costs related to the introduction of a new holding company for the Group, along with the costs of
returning capital to shareholders. These items are excluded from underlying results due to their size and non-trading
nature.
b. Acquisition and disposal costs relate primarily to the acquisition of Nortek in the year. These items are excluded
from underlying results due to their size and non-trading nature.
c. The amortisation of intangible assets acquired in business combinations are excluded from underlying results due to
their non-trading nature.
6. Reconciliation between profit and underlying profit (continued)
d. Finished goods and work in progress which are present in a business when acquired are required to be uplifted in
value to closer to their selling price. As a result, in the early months following an acquisition, reduced profits are made
as the inventory is sold. This one-off effect is excluded from underlying results due to its size and non-recurring
nature.
e. The charge for the Melrose incentive scheme, including its associated employer's tax charge, is excluded from
underlying results due to its size and volatility.
f. The release of a fair value provision is excluded from underlying profit because it was previously booked as a fair
value item on the acquisition of FKI.
Continuing operations Note Year ended Year ended31 December 2015£m
31 December
2016
£m
Loss before tax (69.3) (30.7)
Adjustments to operating (loss)/profit per above 165.7 20.0
Accelerated future year charges following repayment of debt g - 13.1
Adjustments to loss before tax 165.7 33.1
Underlying profit before tax 96.4 2.4
g. Following the disposal of Elster in 2015, all existing bank facilities at that time were repaid and all unamortised
bank fees were written off because of their size and non-trading nature.
Continuing operations Notes Year ended Year ended31 December 2015£m
31 December
2016
£m
Loss for the year (39.0) (16.3)
Adjustments to loss before tax per above 165.7 33.1
Incremental deferred tax asset recognition on UK losses h (10.4) (14.5)
Tax effect of adjustments to underlying profit before tax 8 (45.9) (3.7)
Adjustments to loss for the year 109.4 14.9
Underlying profit/(loss) for the year 70.4 (1.4)
h. Relating to the recognition of deferred tax assets on UK tax losses which are now considered accessible following
acquisition and disposal activities. This is excluded from underlying results due to its size, volatility and non-trading
nature.
7. Revenues and expenses
Continuing operations Discontinued operations Total
Net operating expenses comprise: Year ended Year ended Year ended Year ended Year ended Year ended
31 December 31 December 31 December 31 December 31 December 31 December
2016 2015 2016 2015 2016 2015
£m £m £m £m £m £m
Selling and distribution costs (76.7) (15.7) - (91.5) (76.7) (107.2)
Administration expenses(1) (249.1) (61.9) - (123.1) (249.1) (185.0)
Share of results of joint ventures (note 14) 0.9 0.3 - 2.0 0.9 2.3
Total net operating expenses (324.9) (77.3) - (212.6) (324.9) (289.9)
(1) Includes £147.5 million (2015: £20.0 million) of non-underlying costs.
7. Revenues and expenses (continued)
Continuing operations Discontinued operations Total
Operating profit is stated after charging/(crediting): Year ended Year ended Year ended Year ended 31 December Year ended Year ended
31 December 31 December 31 December 2015 31 December 31 December
2016 2015 2016 £m 2016 2015
£m £m £m £m £m
Cost of inventories 626.0 179.0 - 674.1 626.0 853.1
Amortisation of intangible assets acquired in business combinations (note 12) 36.3 8.1 - 23.5 36.3 31.6
Depreciation and impairment 18.4 7.6 - 10.0 18.4 17.6
Amortisation and impairment of computer software and development costs (note 12) 7.5 0.5 - 1.9 7.5 2.4
Operating lease expense 10.7 1.4 - 7.1 10.7 8.5
Staff costs 246.6 95.1 - 269.4 246.6 364.5
Research and development costs 3.9 1.6 - 10.1 3.9 11.7
Profit on disposal of property, plant and equipment - - - (0.6) - (0.6)
Loss on disposal of computer software and development costs 0.2 - - - 0.2 -
Expense of writing down inventory to net realisable value 9.3 1.0 - 2.6 9.3 3.6
Reversals of previous write downs of inventory (6.6) (0.1) - (4.3) (6.6) (4.4)
Impairment recognised on trade receivables 3.7 1.0 - 2.7 3.7 3.7
Impairment reversed on trade receivables (1.1) (0.2) - (1.9) (1.1) (2.1)
The analysis of auditor's remuneration is as follows:
Year ended Year ended
31 December 31 December
2016 2015
£m £m
Fees payable to the Company's auditor for the audit of the Company's annual accounts 1.8 1.3
Fees payable to the auditor for the audit of the Nortek acquisition Balance Sheet 0.5 -
Total fees payable for the audit of the Company's annual accounts 2.3 1.3
Fees payable to the Company's auditor and their associates for other audit services to the Group:
The audit of the Company's subsidiaries pursuant to legislation 0.5 1.0
Total audit fees(1) 2.8 2.3
Audit-related assurance services:
Review of the half year interim statement 0.1 0.1
Non-statutory audit of certain of the Company's businesses 0.1 0.2
Other assurance services 0.4 0.1
Total audit-related assurance services 0.6 0.4
Total audit and audit-related assurance services 3.4 2.7
Taxation compliance services 0.1 0.1
Other taxation advisory services 0.9 0.5
Corporate finance services 1.8 0.2
Total audit and non-audit fees 6.2 3.5
(1) Includes £nil (2015: £1.2 million) of audit fees shown within discontinued operations.
Details of the Company's policy on the use of auditors for non-audit services and how auditor's independence and
objectivity were safeguarded are set out in the Audit Committee report on page 69. No services were provided pursuant to
contingent fee arrangements.
7. Revenues and expenses (continued)
Year ended Year ended
31 December 31 December
2016 2015£m
£m
Staff costs during the year (including executive Directors)
Wages and salaries 204.9 77.4
Social security costs(1) 31.7 9.9
Pension costs (note 23)
- defined benefit plans 0.1 -
- defined contribution plans 5.9 3.8
Share based compensation expense 4.0 4.0
Total continuing staff costs 246.6 95.1
Discontinued staff costs(2) - 269.4
Total staff costs 246.6 364.5
(1) Includes the employer's tax charge on the change in value of the Melrose equity-settled incentive scheme (note 6).
(2) Includes £nil (2015: £2.9 million) of defined contribution pension costs and £nil (2015: £2.2 million) of defined
benefit pension costs.
Year ended Year ended
31 December 31 December
2016 2015
Number Number
Average monthly number of persons employed (including executive Directors)
Energy 2,107 2,460
Air Management 6,743 -
Security & Smart Technology 2,602 -
Ergonomics 1,546 -
Nortek central(1) 86 -
Central - corporate 30 34
Total continuing operations 13,114 2,494
Discontinued operations - 6,701
Total average number of persons employed 13,114 9,195
(1) At 31 December 2016, 10 Nortek central employees remained within the Group.
Note Year ended Year ended
31 December 31 December
2016 2015
£m £m
Finance costs and income
Interest on bank loans and overdrafts (7.7) (27.9)
Amortisation of costs of raising finance (0.7) (15.9)
Net interest cost on pensions (0.9) (1.6)
Unwind of discount on provisions (0.2) (0.2)
Total finance costs(1) (9.5) (45.6)
Finance income 1.8 10.1
Total continuing operations (7.7) (35.5)
Discontinued operations(2) 9 - (5.3)
Total net finance costs (7.7) (40.8)
(1) Includes finance costs of £nil (2015: £13.1 million) in respect of accelerated future year charges following the
repayment of all external debt
facilities.
(2) Includes £nil (2015: £3.7 million) net interest cost in relation to pensions.
8. Tax
Continuing operations Discontinued operations Total
Analysis of charge/(credit) in year: Year ended 31 December Year ended Year ended Year ended Year ended Year ended
2016 31 December 31 December 31 December 31 December 31 December
£m 2015 2016 2015 2016 2015
£m £m £m £m £m
Current tax 3.0 2.9 - 46.5 3.0 49.4
Deferred tax (33.3) (17.3) - 2.8 (33.3) (14.5)
Total income tax (credit)/charge (30.3) (14.4) - 49.3 (30.3) 34.9
The total income tax credit in respect of continuing operations of £30.3 million (2015: £14.4 million) includes a tax
credit classified as non-underlying tax of £10.4 million (2015: £14.5 million), being the recognition of additional tax
losses now considered accessible following acquisition and disposal activities, and a tax credit in respect of the items
described as non-underlying in note 6 of £45.9 million (2015: £3.7 million). The tax credit on non-underlying items
comprises £18.2 million (2015: £0.4 million) in respect of restructuring costs, £3.9 million (2015: £nil) in respect of
acquisition and disposal costs, £12.8 million (2015: £2.1 million) in respect of amortisation of intangible assets, £6.8
million (2015: £nil) in respect of the required uplift in the value of inventory acquired with Nortek, £4.5 million (2015:
£0.8 million) in respect of the Melrose equity-settled compensation scheme charge and a charge of £0.3 million (2015:
credit of £0.4 million) in respect of other items.
A further change to the main rate of UK corporation tax was enacted in the Finance Act 2016. The UK corporation tax rate
will reduce to 19% from 1 April 2017 with a further reduction to 17% from 1 April 2020. The impact of the future rate
changes, which have been reflected within these financial statements, have reduced the deferred tax asset by £0.4 million.
Changes to the UK loss utilisation and interest deduction rules have been proposed and will take effect on 1 April 2017.
These changes have not yet been substantively enacted, so the effect of these changes has not been recognised within these
financial statements. The impact is likely to result in an increase in the deferred tax asset of £17.0 million, due to the
increased flexibility over the utilisation of losses expected to crystallise after March 2017.
The tax (credit)/charge for the year for both continuing and discontinued operations can be reconciled to the (loss)/profit
per the Income Statement as follows:
Year ended Year ended
31 December 31 December
2016£m 2015£m
(Loss)/profit on ordinary activities before tax:
Continuing operations (69.3) (30.7)
Discontinued operations (note 9) - 217.8
(69.3) 187.1
Tax on (loss)/profit on ordinary activities at weighted average rate 40.82% (2015: 31.54%) (28.3) 59.0
Tax effect of:
Disallowable expenses within underlying items 1.6 2.2
Disallowable items in respect of acquisition related costs 7.3 -
Temporary differences not recognised in deferred tax 2.7 (4.3)
Tax credits, withholding taxes and other rate differences (0.2) (1.3)
Prior year tax adjustments (3.0) (4.6)
Tax credit classified as non-underlying (note 6) (10.4) (16.1)
Total tax (credit)/charge for the year (30.3) 34.9
The reconciliation has been performed at a blended Group tax rate of 40.82% (2015: 31.54%) which represents the weighted
average of the tax rates applying to profits and losses in the jurisdictions in which those results arose.
In addition to the amount charged to the Income Statement, a tax credit of £2.1 million (2015: charge of £7.0 million) has
been recognised directly in the Consolidated Statement of Comprehensive Income. This represents a tax charge of £3.3
million (2015: £6.0 million) in respect of retirement benefit obligations, a tax charge of £1.1 million (2015: £0.4
million) in respect of movements on cash flow hedges, a tax credit of £1.3 million (2015: charge of £0.6 million) in
respect of tax charged on foreign exchange gains and a tax credit of £5.2 million (2015: £nil) in respect of share based
payments.
9. Discontinued operations
Disposal of businesses
On 29 December 2015, the Group completed the sale of the Elster disposal group (note 5) for cash consideration of £3,380.8
million. The costs charged to the Income Statement associated with the disposal in 2015 were £25.6 million. The profit on
disposal was £1,256.3 million after the recycling of cumulative translation differences of £123.8 million.
On 18 December 2015, the smaller Prelok business, previously shown within the Energy segment, was disposed of for a loss of
£0.5 million.
Financial performance of discontinued operations:
Year ended Year ended
31 December 31 December
2016 2015
£m £m
Revenue - 1,109.8
Operating costs - (886.7)
Operating profit - 223.1
Net finance costs - (5.3)
Profit before tax - 217.8
Tax - (49.3)
Profit after tax - 168.5
Cumulative translation differences recycled on disposals - (123.7)
Gain on disposal of net assets of discontinued operations - 1,379.5
Profit for the year from discontinued operations - 1,424.3
Attributable to:
Owners of the parent - 1,423.4
Non-controlling interests - 0.9
- 1,424.3
10. Dividends
Year ended Year ended
31 December 31 December
2016 2015
£m £m
Final dividend for the year ended 31 December 2014 paid of 5.3p (1.0)p(1) - 52.7
Interim dividend for the year ended 31 December 2015 paid of 2.8p (0.5)p(1) - 27.9
Final dividend for the year ended 31 December 2015 paid of 2.6p (0.5)p(1) 3.8 -
Interim dividend for the year ended 31 December 2016 paid of 1.4p (0.3)p(1) 2.0 -
5.8 80.6
(1) Adjusted to include the effects of the Rights Issue (note 11).
Proposed final dividend for the year ended 31 December 2016 of 1.9p per share (2015: 0.5p per share(1)) totalling £35.8
million (2015: £3.8 million).
The final dividend of 1.9p was proposed by the Board on 2 March 2017 and, in accordance with IAS 10: "Events after the
reporting period", has not been included as a liability in these financial statements.
11. Earnings per share
Earnings attributable to owners of the parent Year ended31 December 2016£m Year ended
31 December 2015£m
(Loss)/profit for the purposes of earnings per share (39.0) 1,407.1
Less: profit for the year from discontinued operations (note 9) - (1,423.4)
Earnings for basis of earnings per share from continuing operations (39.0) (16.3)
Year ended31 December 2016 Year ended
31 December 2015
Number Number
Weighted average number of Ordinary Shares for the purposes of basic earnings per share including the effects of the Rights Issue(1) (million) 1,499.3 5,336.6
Further shares for the purposes of diluted earnings per share including the effects of the Rights Issue(1) (million) 89.8 109.8
Weighted average number of Ordinary Shares for the purposes of diluted earnings per share (million) 1,589.1 5,446.4
(1) On 24 August 2016, a 12 for 1, fully underwritten, Rights Issue was completed by Melrose Industries PLC and
subsequently 1,741.6 million new
ordinary shares were issued raising £1,654.5 million to part fund the acquisition of the Nortek Group. In accordance with
IAS 33, a bonus factor
associated with the issue of the new share capital of 18.8491% has been applied to the number of ordinary shares in issue
prior to 24 August
2016 (including comparative periods presented) for the purposes of earnings per share calculations.
On 20 February 2015 the number of Ordinary Shares in issue was consolidated in a ratio of 13 for 14, which reduced the
number of Ordinary Shares in issue from 1,071.8 million to 995.2 million.
On 28 January 2016 the number of Ordinary Shares in issue was consolidated in a ratio of 7 for 48, which reduced the number
of Ordinary Shares in issue from 995.2 million to 145.1 million.
Earnings per share Year ended31 December 2016pence Year ended
31 December 2015pence
Basic earnings per share
From continuing and discontinued operations (2.6) 26.4
From continuing operations (2.6) (0.3)
From discontinued operations - 26.7
Diluted earnings per share
From continuing and discontinued operations (2.6) 25.8
From continuing operations (2.6) (0.3)
From discontinued operations - 26.1
Underlying earnings Note Year ended 31 December 2016£m Year ended 31 December 2015£m
Underlying earnings for the basis of underlying earnings per share from continuing operations 6 70.4 (1.4)
Underlying earnings per share
Year ended 31 December 2016pence Year ended 31 December 2015pence
Underlying basic earnings per share - continuing 4.7p Nil p
Underlying diluted earnings per share - continuing 4.4p Nil p
12. Goodwill and other intangible assets
Goodwill£m Customer relationships£m Brands and intellectual property£m Other(2)£m Computersoftware and developmentcosts£m Total£m
Cost
At 1 January 2015 1,516.7 836.9 181.7 - 33.7 2,569.0
Additions - - - - 6.2 6.2
Disposals - - - - (0.1) (0.1)
Exchange adjustments (68.6) (42.8) (5.4) - (3.9) (120.7)
Transfer to held for sale(1) (1,250.0) (765.7) (69.9) - (31.4) (2,117.0)
At 31 December 2015 198.1 28.4 106.4 - 4.5 337.4
Acquisition of businesses 1,402.7 556.4 266.5 29.7 15.8 2,271.1
Additions - - - - 0.6 0.6
Disposals - - - - (0.2) (0.2)
Exchange adjustments 105.2 37.8 25.1 1.9 1.5 171.5
At 31 December 2016 1,706.0 622.6 398.0 31.6 22.2 2,780.4
Amortisation
At 1 January 2015 - (117.6) (41.2) - (9.1) (167.9)
Charge for the year - (24.1) (7.5) - (2.4) (34.0)
Disposals - - - - 0.1 0.1
Exchange adjustments - 6.0 1.1 - 2.5 9.6
Transfer to held for sale(1) - 114.4 7.8 - 5.6 127.8
At 31 December 2015 - (21.3) (39.8) - (3.3) (64.4)
Charge for the year - (18.7) (11.5) (6.1) (2.2) (38.5)
Impairments(3) - - - - (5.3) (5.3)
Exchange adjustments - (1.3) (3.2) (0.2) (0.5) (5.2)
At 31 December 2016 - (41.3) (54.5) (6.3) (11.3) (113.4)
Net book value
At 31 December 2016 1,706.0 581.3 343.5 25.3 10.9 2,667.0
At 31 December 2015 198.1 7.1 66.6 - 1.2 273.0
At 1 January 2015 1,516.7 719.3 140.5 - 24.6 2,401.1
(1) Transferred to assets held for sale at 30 June 2015 in accordance with IFRS 5, subsequently disposed on 29 December
2015.
(2) Other includes technology and order backlog intangible assets acquired with the Nortek businesses.
(3) Impairment of computer software relates to the closure of Nortek head office.
The goodwill generated as a result of major acquisitions (which includes Nortek in the year) represents the premium paid in
excess of the fair value of all net assets, including intangible assets, identified at the point of acquisition. The
carrying value of goodwill includes a premium, paid in order to secure shareholder agreement to the business combination,
that is less than the value that the Directors believed could be added to the acquired businesses through the application
of their specialist turnaround experience.
The goodwill arising on bolt on acquisitions is attributable to the anticipated profitability and cash flows arising from
the businesses acquired, synergies as a result of the complementary nature of the business with existing Melrose
businesses, the assembled workforce, technical expertise, knowhow, market share and geographical advantages afforded to the
Group.
The future improvements applied to the acquired businesses, (which includes Nortek in the year) achieved through a
combination of revised strategic direction, operational improvements and investment, are expected to result in improved
profitability of the acquired businesses during the period of ownership and are also expected to result in enhanced
disposal proceeds when the acquired businesses are ultimately disposed. The combined value achieved from these improvements
is expected to be in excess of the value of goodwill acquired.
12. Goodwill and other intangible assets (continued)
Goodwill acquired in business combinations has been allocated to the businesses, each of which comprises several
cash-generating units, as follows:
31 December 31 December
2016 2015
£m £m
Continuing operations
Energy 212.9 198.1
Air Management 697.2 -
Security & Smart Technology 347.2 -
Ergonomics 448.7 -
Nortek total 1,493.1 -
Total continuing operations 1,706.0 198.1
The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be
impaired. Value in use calculations are used to determine the recoverable amount of goodwill allocated to each group of
cash-generating units ("CGUs") which use the latest approved forecasts extrapolated to perpetuity using growth rates shown
below, and which do not exceed the long-term growth rate for the relevant market. Based on impairment testing completed at
the year end, no impairment was identified. The basis of these impairment tests and the key assumptions are set out in the
table below:
31 December 2016
Group of CGUs Basis of valuation Carrying value of goodwill£m Pre-tax discount rates(1) Period of forecast Key assumptions applied in the forecast cash flow projections(2) Long-term growth rates(3)
Energy Value in use 212.9 11.0% 5 years Revenue growth, operating margins 2.2%
Air Management Value in use 697.2 12.8% 4 years Revenue growth, operating margins 3.0%
Security & Smart Technology Value in use 347.2 12.7% 4 years Revenue growth, operating margins 3.0%
Ergonomics Value in use 448.7 12.6% 4 years Revenue growth, operating margins 3.0%
31 December 2015
Group of CGUs Basis of valuation Carrying value of goodwill£m Pre-tax discount rate(1) Period of forecast Key assumptions applied in the forecast cash flow projections(2) Long-term growth rate(3)
Energy Value in use 198.1 11.1% 3 years Revenue growth, operating margins 2.3%
(1)Pre-tax risk adjusted discount rates
Cash flows are discounted using a pre-tax discount rate specific to each group of CGUs. Discount rates reflect the current
market assessments of the time value of money and are based on the estimated cost of capital of each CGU. In determining
the cost of equity, the Capital Asset Pricing Model (CAPM) has been used. Under CAPM, the cost of equity is determined by
adding a risk premium to the risk free rate to reflect the additional risk associated with investing outside of lending to
a country. The risk free rate for the Energy group of CGUs is based on the cost of UK Government bonds, whilst the risk
free rate for the Air Management, Security & Smart Technology and Ergonomics groups of CGUs are based on the cost of US
Government bonds. The premium is based on an industry adjustment ("Beta") to the expected return of the equity market above
the risk free return. The relative risk adjustment reflects the risk inherent in each group of CGUs relative to all other
sectors and geographies on average.
(2)Assumptions applied in financial forecasts
The Group prepares cash flow forecasts derived from financial budgets and medium-term forecasts. The key assumptions used
in forecasting pre-tax cash flows relate to future budgeted revenue and operating margins likely to be achieved and the
likely rates of long-term growth by market sector. Underlying factors in determining the values assigned to each key
assumption are shown below:
Revenue growth and operating margins:
Revenue growth assumptions in the forecast period are based on financial budgets and medium-term forecasts by management,
taking into account industry growth rates and management's historical experience in the context of wider industry and
economic conditions. Projected sales are built up with reference to markets and product categories. They incorporate past
performance, historical growth rates, projections of developments in key markets, secured orders and orders likely to be
achieved in the short to medium-term given trends in the relevant market sector.
12. Goodwill and other intangible assets (continued)
Operating margins have been forecast based on historical levels achieved considering the likely impact of changing economic
environments and competitive landscapes on volumes and revenues and the impact of management actions on costs. Projected
margins reflect the impact of all initiated projects to improve operational efficiency and leverage scale. The projections
do not include the impact of future restructuring projects to which the Group is not yet committed. Forecasts for other
operating costs are based on inflation forecasts and supply and demand factors.
Brush is a supplier of turbogenerators for the power generation, industrial, Oil & Gas and offshore sectors and a leading
supplier of switchgear, transformers and other power infrastructure equipment. The key drivers for revenues and operating
margins are i) original equipment investments in the global power market, both new capacity (mainly emerging markets) and
replacement capacity (mainly in mature markets) ii) growth in service requirements of a growing installed base and iii) new
product introduction. Independent forecasts of growth in these power generation markets have been used to derive revenue
growth assumptions. Forecasts for other operating costs are based on inflation forecasts and supply and demand factors.
Nortek is a diversified global manufacturer of innovative air management, security, home automation and ergonomic and
productivity solutions.
Air Management is a leading provider of residential indoor air quality improvement solutions, home comfort and convenience
products and heating, ventilation and air conditioning equipment for both residential and commercial markets. The key
drivers for revenue and operating margins are the levels of residential remodelling and replacement activity and the levels
of residential and non-residential new construction in the markets in which Air Management operates. New residential and
non-residential construction activity and, to a lesser extent, residential remodelling and replacement activity are
affected by seasonality and cyclical factors such as interest rates, credit availability, inflation, consumer spending,
employment levels and other macroeconomic factors.
Security & Smart Technology is a leading developer and manufacturer of security, home automation and access control
technologies for residential and commercial markets' service providers. The key driver for revenue and operating margins is
global
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