Rakon Limited/Announcement
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Rakon HY2019 Preliminary Results Announcement

Half Year Results14 November 2018RAKInformation Technology

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Results for announcement to the market

Date: 15 November 2018

Rakon Limited (RAK)


Rakon Limited

Results for announcement to the market

Reporting period 6 months to 30

th

September 2018

Previous reporting period 6 months to 30

th

September 2017


Unaudited Amount NZ$000 % Change

Revenue from ordinary activities 53,309 +10%

Underlying EBITDA

c

(Earnings before interest, tax, depreciation,

amortisation, impairment, employee share schemes, non-controlling

interests, adjustments for associates and joint ventures share of

interest, tax & depreciation and other cash & non-cash items)

5,879

a

+55%

Profit/(loss) from ordinary activities after tax

attributable to security holders

9,199

b

+913%

Net profit/(loss) attributable to security holders 9,199

b

+913%

Note a: includes share of Underlying EBITDA from associates and joint ventures of $1,190,000

(September 2017: $488,000).

b: includes equity accounted earnings from associates and joint ventures of $570,000

(September 2017: -$543,000).

c: Further information regarding the disclosure and use of non-GAAP financial information is

disclosed at Note B1 (Notes to the Unaudited Consolidated Interim Financial Statements) in

this results announcement.



Amount per security Imputed amount per security

Interim / Final Dividend Nil dividend proposed Nil dividend proposed

Record Date Not Applicable Not Applicable

Dividend Payment Date Not Applicable Not Applicable

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COMMENTS


15 NOVEMBER 2018 (RAK)


Strong first half performance

Global high tech company Rakon Limited (‘Rakon’) continues its positive performance, having posted

a net profit after tax of $9.2m

1

(HY2018: $0.9m) and Underlying EBITDA of $5.9m (HY2018: $3.8m) for

the six months to 30 September 2018. Included in net profit after tax is a one off gain of $7.2m from

a change in the classification of the company’s investment in Thinxtra Pty Limited (‘Thinxtra’).

Managing Director Brent Robinson said that, disregarding the Thinxtra gain, it was pleasing to see the

growth in Rakon’s core business with higher sales and margin from the Telecommunications and

Defence market segments.

Mr Robinson noted, in particular, the increase in forecast demand from the Telecommunications

market with the continuing roll out of 4/4.5G and 5G infrastructure. The challenge for Rakon is to

capture the demand and deliver to customers’ requirements.

“The acquisition of Centum Rakon India (‘CRI’) which is a key part of the Group’s manufacturing

strategy, was completed in May 2018 and it was pleasing to see the turnaround in its profit

performance under Rakon’s control,” he said.

Net debt was $3.9m at 30 September 2018 with increases in inventory and capital expenditures. These

increases have been predominantly to:

 meet higher forecast demand from the Telecommunications market

 enable the launch of key new products for the Telecommunications market

 put in place infrastructure to allow CRI to operate independently from Rakon’s previous joint

venture partner

 purchase electronic components to mitigate supply risk due to industry shortages

Mr Robinson said the appointments of a new Chair, Director and Company Secretary have refreshed

the leadership and governance group.

In June 2018 the accounting treatment of Rakon’s investment in Thinxtra changed with the effect

that it is now recognised at fair value. Fair value was calculated on the basis of an independent

external valuation report, resulting in the one-off gain of $7.2m.

The company reports total equity of $96.0m and net asset backing per share of $0.42.

The Directors confirm that the HY2019 preliminary results announcement is based on unaudited

results.



1

All amounts are in NZD unless otherwise indicated.



-ends-


Contact: Media Enquiries:

Brent Robinson (CEO) Louise Howe (Media Liaison)

09 571 9201 021 206 0985


Anand Rambhai (CFO)

09 571 9225

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About Rakon

Rakon is a global high technology company that designs and manufactures world-leading frequency

control and timing solutions. Its products enable connectivity for a wide range of applications. The

company’s three core markets are telecommunications, global positioning and space & defence.

Rakon has a global footprint including five manufacturing plants, six research and development

centres and 16 customer support locations. Rakon is proud of its New Zealand heritage; it was

founded in Auckland in 1967. It is a public company listed on the New Zealand stock exchange, NZSX,

ticker code RAK.


www.rakon.com














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Unaudited Consolidated Interim Statement of Comprehensive Income

For the period ended 30 September 2018




The accompanying notes form an integral part of these financial statements.

Unaudited sixUnaudited sixAudited year

months endedmonths endedended

30 September30 September31 March

201820172018

Note $000s$000s$000s

Continuing operations

RevenueB1 d)53,30948,278101,127

Cost of sales(28,715)(28,137)(57,828)

Gross profit24,59420,14143,299

Other operating incomeB3 a)16882,421

Other gains – net6454924,624

Re-measurement on change in treatment - Thinxtra sharesB5 c)7,172

--

Net loss from business combinationB4 b)(69)

--

Operating expensesB2(23,492)(19,490)(41,626)

Impairment

--

(120)

Operating profit8,8511,8318,598

Finance income9

-

3

Finance costs(186)(227)(504)

Share of net profits/ (losses) of associates and joint ventureB5 b)570(543)(1,915)

Net dilution gain on Thinxtra shares

--

4,815

Profit before income tax9,2441,06110,997

Income tax expense(45)(153)(998)

Net profit for the period9,1999089,999

Other comprehensive income

Items that may be reclassified subsequently to profit or loss

Decrease in fair va lue cash flow hedges(3,454)(313)(372)

Cost of hedging154

--

Increase in fair va lue currency translation differences2,1251,4672,766

Income tax credit relating to components of other comprehensive

income

96788104

Other comprehensive (losses)/income for the period, net of tax (208)1,2422,498

Total comprehensive income for the period8,9912,15012,497

Profit attributable to equity holders of the Company9,1999089,999

Total comprehensive profit attributable to equity holders of the

Company

8,9912,15012,497

Earnings per share for profit attributable to the equity holders of the

Company from continuing operations

CentsCentsCents

Basic earnings per share4.1 0.4 4.4

Diluted earnings per share4.0 0.4 4.3

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Unaudited Consolidated Interim Statement of Changes in Equity

For the period ended 30 September 2018



The accompanying notes form an integral part of these financial statements.

Share capital

Retained

earningsOther reservesTotal equity

$000s$000s$000s$000s

Balance at 31 March 2017

1 8 1 ,0 3 5 (8 3 ,2 1 8 ) (2 3 ,2 6 0 ) 7 4 ,5 5 7

Net profit after tax for the half year ended 30 September

2017

-

9 0 8

-

9 0 8

Contribution of equity, transaction cost

(1 1 )

- -

(1 1 )

Currency translation differences

- -

1 ,4 6 7 1 ,4 6 7

Cash flow hedges, net of tax

- -

(2 2 5 ) (2 2 5 )

Total comprehensive loss for the half year

(1 1 ) 9 0 8 1 ,2 4 2 2 ,1 3 9

Employee share schemes

Value of employee services

- -

8 8

Balance at 30 September 2017

1 8 1 ,0 2 4 (8 2 ,3 1 0 ) (2 2 ,0 1 0 ) 7 6 ,7 0 4

Net profit after tax for the half year ended 31 March 2018

-

9 ,0 9 1 - 9 ,0 9 1

Currency translation differences

- -

1 ,2 9 9 1 ,2 9 9

Cash flow hedges, net of tax

- -

(4 3 ) (4 3 )

Total comprehensive income for the half year

- 9 ,0 9 1 1 ,2 5 6 1 0 ,3 4 7

Balance at 31 March 2018

1 8 1 ,0 2 4 (7 3 ,2 1 9 ) (2 0 ,7 5 4 ) 8 7 ,0 5 1

Net profit after tax for the half year ended 30 September

2018

-

9 ,1 9 9

-

9 ,1 9 9

Currency translation differences

- -

2 ,1 2 5 2 ,1 2 5

Cash flow hedges, net of tax

- -

(2 ,3 3 3 ) (2 ,3 3 3 )

Total comprehensive income for the half year

- 9 ,1 9 9 (2 0 8 ) 8 ,9 9 1

Balance at 30 September 2018

1 8 1 ,0 2 4 (6 4 ,0 2 0 ) (2 0 ,9 6 2 ) 9 6 ,0 4 2

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Unaudited Consolidated Interim Balance Sheet

As at 30 September 2018


The accompanying notes form an integral part of these financial statements.

Unaudited sixUnaudited sixAudited year

months endedmonths endedended

30 September30 September31 March

201820172018

Note$000s$000s$000s

Assets

Current assets

Cash and cash equiva lents2,6293,56610,364

Trade and other receiva bles34,97322,82428,395

Financial asset at fair va lue through profit and loss1165211

Deriva tive financial instruments696761,078

Inventories37,44426,28124,171

Current income tax asset82010146

Assets classified as held for sale

-

2,090

-

Total current assets75,94655,51264,365

Non-current assets

Trade and other receiva bles2,9592,1662,716

Property, plant and equipment17,24311,11313,481

Intangible assets10,27610,7809,115

Deriva tive financial instruments278673334

Financial asset at fair va lue through other comprehensive incomeB5 c)12,176

--

Investment in associates B5 b)9,95411,60214,640

Interest in joint ventureB5 b)

-

3,4512,876

Deferred tax asset8,2096,5605,906

Total non-current assets61,09546,34549,068

Total assets137,041101,857113,433

Liabilities

Current liabilities

Bank overdraft6,2011,3622,824

Borrowings2942,52698

Trade and other payables26,16915,65219,107

Deriva tive financial instruments1,550168235

Provisions354464961

Deferred considerationB4 a)1,832

--

Deferred revenue1011,847101

Total current liabilities36,50122,01923,326

Non-current liabilities

Deriva tive financial instruments1,15415978

Borrowings

-

19

-

Provisions3,1002,9222,734

Deferred tax liabilities24434244

Total non-current liabilities4,4983,1343,056

Total liabilities40,99925,15326,382

Net assets96,04276,70487,051

Equity

Share capital181,024181,024181,024

Other reserves(20,962)(22,010)(20,754)

Accumulated losses(64,020)(82,310)(73,219)

Total equity96,04276,70487,051

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Unaudited Consolidated Interim Statement of Cash Flows

For the period ended 30 September 2018


The accompanying notes form an integral part of these financial statements.

Unaudited six

Unaudited six

Audited year

months ended

months ended

ended

30 September

30 September

31 March

2018

2017

2018

Note

$000s

$000s

$000s

Operating activities

Cash provided from

Recei pts from cus tomers

54,754

52,124

101,691

Income tax refund

29

-

-

R&D grants recei ved

305

1,405

1,726

Other i ncome recei ved

9

-

3

55,097

53,529

103,420

Cash was applied to

Payment to s uppl i ers and others

(34,598)

(29,622)

(57,998)

Payment to empl oyees

(23,680)

(18,668)

(36,735)

Interes t pai d

(140)

(248)

(536)

Income tax pai d

(107)

(62)

(247)

(58,525)

(48,600)

(95,516)

Net cash flow from operating activities

(3,428)

4,929

7,904

Investing activities

Cash was provided from

Net proceeds from s al e of Thi nxtra s hares

-

-

3,178

Sal e of property, pl ant and equi pment

16

-

4,754

16

-

7,932

Cash was applied to

Purchas e of property, pl ant and equi pment

(2,115)

(255)

(3,236)

Purchas e of i ntangi bl es

(223)

(688)

(840)

Inves tment i n s hares and as s oci ates

(5,848)

-

-

(8,186)

(943)

(4,076)

Net cash flow from investing activities

(8,170)

(943)

3,856

Financing activities

Cash was applied to

Share i s s uance cos t

-

(11)

(11)

Repayment of pri nci pal on borrowi ngs

-

(2,016)

(4,500)

Fi nance l eas e payments

(13)

-

(31)

Cash was applied to financing activities

(13)

(2,027)

(4,542)

(13)

(2,027)

(4,542)

Net (decrease)/increase in cash and cash equivalents

(11,611)

1,959

7,218

Effects of exchange rate changes on cas h and cas h equi val ents

499

169

246

Cas h and cas h equi val ents at the begi nni ng of the year

7,540

76

76

Cash and cash equivalents at the end of the period

(3,572)

2,204

7,540

Composition of cash and cash equivalents

Cas h and cas h equi val ents

2,629

3,566

10,364

Bank overdraft

(6,201)

(1,362)

(2,824)

Total cash and cash equivalents

(3,572)

2,204

7,540

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Unaudited Consolidated Interim Statement of Cash Flows

For the period ended 30 September 2018


The accompanying notes form an integral part of these financial statements.

Unaudited six

Unaudited six

Audited year

months ended

months ended

ended

30 September

30 September

31 March

Note

2018

2017

2018

Reconciliation of net profit to net cash flows from operating activities

Reported net profit after tax

9,199

908

9,999

Following adjustments:

Depreci ati on expens e

1,716

1,336

2,504

Amorti s ati on expens e

1,065

971

1,838

Impai rment

-

-

120

Increas e/(decreas e) i n es ti mated doubtful debts

-

7

7

Provi s i on for res tructure

-

-

159

Empl oyee s hare bas ed expens e

-

8

8

Movement i n forei gn currency

(32)

(16)

(590)

Moneti s ed cas h fl ow hedge, net of tax

-

(941)

(1,096)

Deferred revenue

̶ Si ward technol ogy l i cens e agreement

-

(687)

(2,351)

Share of net profi ts / (l os s es ) of as s oci ates and j oi nt venture

B5 b)

(570)

543

1,915

Deferred tax

-

-

382

(Gai n)/l os s on di s pos al of property, pl ant and equi pment

(16)

12

(2,155)

Thi nxtra s hares - fai r val ue adj us tment

B5 c)

(7,172)

-

(1,852)

Net Di l uti on gai n on Thi nxtra s hares

-

-

(4,815)

Net l os s from bus i nes s combi nati on

B4 b)

69

-

-

Total items cash flow adjusted for

(4,940)

1,233

(5,926)

Impact of changes in working capital items

Trade and other recei vabl es

(2,268)

5,424

(146)

Provi s i on for res tructure

(252)

(420)

(645)

Inventori es

(7,404)

(1,995)

115

Trade and other payabl es

2,278

(307)

4,557

Tax provi s i ons

(41)

86

(50)

Total impact of changes in working capital items

(7,687)

2,788

3,831

Net cash flow from operating activities

(3,428)

4,929

7,904

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Notes to the Unaudited Consolidated Interim Financial Statements

A. General information

Rakon Limited (‘the Company’) and its subsidiaries (‘the Group’) design and manufacture frequency control solutions for a wide range

of applications. Rakon has leading market positions in the supply of crystal oscillators to the telecommunications, global positioning

and space & defence markets. The Company is a limited liability company incorporated and domiciled in New Zealand. It is registered

under the Companies Act 1993 with its registered office at 8 Sylvia Park Road, Mt Wellington, Auckland.

The financial statements of the Group have been presented in New Zealand dollars unless otherwise indicated and have been approved

for issue by Rakon’s Board of Directors (‘the Board’) on 15 November 2018.

B. Calculation of key numbers

B1. Segment information

The chief operating decision maker assesses the performance of the operating segments based on a non-GAAP measure of ‘Underlying

EBITDA’ defined as:

“Earnings before interest, tax, depreciation, amortisation, impairment, employee share schemes, non-controlling interests,

adjustments for associates and joint ventures’ share of interest, tax & depreciation, loss on disposal of assets and other cash and non-

cash items (Underlying EBITDA)”, refer note B1 c).

Underlying EBITDA is a non-GAAP measure that has not been presented in accordance with GAAP. The Directors present Underlying

EBITDA as a useful non-GAAP measure to investors, in order to understand the underlying operating performance of the Group and

each operating segment, before the adjustment of specific cash and non-cash items and before cash impacts relating to the capital

structure and tax position. Underlying EBITDA is considered by the Directors to be the closest measure of how each operating segment

within the Group is performing. Management uses the non-GAAP measure of Underlying EBITDA internally, to assess the underlying

operating performance of the Group and each operating segment.

Underlying EBITDA as non-GAAP financial information has been extracted from the financial statements for the period. Except for

Underlying EBITDA, other information provided to the chief operating decision maker is measured in a manner consistent with GAAP.

The Directors provide a reconciliation of Underlying EBITDA to net profit or loss for the period, refer note B1 c).

B1 a) Accounting policy

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.

The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments,

has been identified as the Managing Director, Sales and Marketing Director and Chief Financial Officer.

B1 b) Segment results


NZUKFranceIndia

7

China ̶

T'maker

1

India ̶

Centum

Rakon

2

Australia ̶

Thinxtra

6

Other

3

Total

$000s$000s$000s$000s$000s$000s$000s$000s$000s

Sales to external customers32,726-18,6031,980----53,309

Inter-segment sales174-1048,288----8,566

Segment revenue32,900-18,70710,268----61,875

Underlying EBITDA6,186848(3,457)1,2941,355124(289)(182)5,879

Depreciation and amortisation1,138258900484---12,781

Income tax (expense)/credit

-4316----(104)(45)

Total assets

4

56,3233,37332,59121,1779,954--13,623137,041

Investment in associates----9,954---9,954

Investment in joint venture---------

Additions of property, plant,

equipment and intangibles

1,130271547109----2,057

Total liabilities

5

19,63147112,7438,019---13540,999

Unaudited six months ended 30 September 2018

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1

Includes Rakon Limited’s 40% share of investment in Chengdu Timemaker Crystal Technology Co. Limited and Shenzhen Taixiang

Wafer Co. Limited, refer note B5.

2

Included Rakon Limited’s 49% share of investment in Centum Rakon India Private Limited, refer note B5.

3

Includes investments in subsidiaries, Rakon Financial Services Limited, Rakon UK Holdings Limited, Rakon Investment HK Limited, and

Rakon HK Limited, and the reclassified equity investment in Thinxtra Pty Limited.

4

The measure of assets has been disclosed for each reportable segment as it is regularly provided to the chief operating decision

maker and excludes intercompany balances eliminated on consolidation.

5

The measure of liabilities has been disclosed for each reportable segment as it is regularly provided to the chief operating decision

maker and excludes intercompany balances eliminated on consolidation.

6

On 1 June 2018, share equity investment in Thinxtra Pty Limited was reclassified as financial instrument fair value through other

comprehensive income, now reported under Other, refer to note B5 c).

7

On 2 May 2018, the Group acquired the remaining 51% of the issued shares it did not own in Centum Rakon India Private Limited

(‘CRI’), a previously held joint venture, refer to note B4 b).









NZ

UK

France

India

7

C

h

i

n

a



̶

T

'

maker

1

I

n

d

i

a



̶


Centum

Rakon

2

A

u

s

t

r

a

l

i

a



̶


Thinxtra

6

Other

3

Total

$000s

$000s

$000s

$000s

$000s

$000s

$000s

$000s

$000s

Sales to external customers

32,072

-

16,206

-

-

-

-

-

48,278

Inter-segment sales

90

-

-

-

-

-

-

19

109

Segment revenue

32,162

-

16,206

-

-

-

-

19

48,387

Underlying EBITDA

3,953

815

(1,327)

-

1,389

371

(1,272)

(129)

3,800

Depreciation and amortisation

1,297

251

675

-

-

-

-

84

2,307

Income tax expense

-

(91)

14

-

-

-

-

(76)

(153)

Total assets

4

48,275

3,164

29,828

-

8,798

3,451

5,608

2,733

101,857

Investment in associates

-

-

-

-

8,798

-

-

2,804

11,602

Investment in joint venture

-

-

-

-

-

3,451

-

-

3,451

Additions of property, plant,

equipment and intangibles

690

164

198

-

-

-

-

-

1,052

Total liabilities

5

13,004

482

11,197

-

-

-

-

470

25,153

NZ

UK

France

India

7

C

h

i

n

a



̶

T

'

maker

1

I

n

d

i

a



̶


Centum

Rakon

2

Australia -

Thinxtra

6

Other

3

Total

$000s

$000s

$000s

$000s

$000s

$000s

$000s

$000s

$000s

Sales to external customers

63,812

-

37,315

-

-

-

-

-

101,127

Inter-segment sales

163

-

5

-

-

-

-

33

201

Segment revenue

63,975

-

37,320

-

-

-

-

33

101,328

Underlying EBITDA

7,611

1,591

1,334

-

2,115

(9)

(430)

(118)

12,094

Depreciation and amortisation

2,517

508

1,408

-

-

-

-

(91)

4,342

Impairment

120

-

-

-

-

-

-

-

120

Income tax credit/(expense)

(623)

(129)

29

-

-

-

-

(275)

(998)

Total assets

4

51,819

3,255

37,326

-

9,350

2,876

5,290

3,517

113,433

Investment in associates

-

-

-

-

9,350

-

5,290

-

14,640

Investment in joint venture

-

-

-

-

-

2,876

-

-

2,876

Additions of property, plant,

equipment and intangibles

2,463

441

1,255

-

-

-

-

4

4,163

Total liabilities

5

11,987

462

13,459

-

-

-

-

474

26,382

Unaudited six months ended 30 September 2017

Audited year ended 31 March 2018

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B1 c) Reconciliation of Underlying EBITDA to net profit/(loss) for the period




B1 d) Breakdown of revenue by goods and services


B1 e) Breakdown of revenue by market segment


Unaudited six

months ended

30 September

2018

$000s

Unaudited six

months ended

30 September

2017

$000s

Audited year

ended 31

March

2018

$000s

Telecommunications 24,289 21,384 40,457

Global Positioning 11,424 13,065 25,999

Space and Defence 14,204 10,677 27,984

Other 3,392 3,152 6,687

Total revenue by market segment 53,309 48,278 101,127







Unaudited sixUnaudited sixAudited year

months endedmonths endedended

30 September30 September31 March

201820172018

Continuing operations$000s$000s$000s

Underlying EBITDA5,8793,80012,094

Depreciation and amortisation(2,781)(2,307)(4,342)

One off cash gains realised on derivatives closed out

-

9411,096

Employee share schemes

-

(8)(8)

Finance costs ̶ net(177)(227)(501)

Adjustment for associates and joint venture share of interest, tax and

depreciation

(648)(1,032)(1,751)

Net dilution gain on Thinxtra shares

--

4,815

Impairment

--

(120)

Loss on asset sales/disposal(20)(12)(25)

Remeasurement on change in treatment - Thinxtra shares7,172

--

Other non ̶ cash items(181)(94)(261)

Profit before income tax9,2441,06110,997

Income tax expense(45)(153)(998)

Net profit for the period9,1999089,999

Unaudited six

Unaudited six

Audited year

months ended

months ended

ended

30 September

30 September

31 March

2018

2017

2018

$000s

$000s

$000s

Sales of goods

52,783

47,868

99,916

Revenue from services

526

410

1,211

Total revenue

53,309

48,278

101,127

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B1 f) Breakdown of revenue by region

The Group’s trading revenue is derived in the following regions. Revenue is allocated based on the country in which the customer is

located.


Unaudited six

months ended 30

September 2018

$000s

Unaudited six

months ended 30

September 2017

$000s

Audited year

ended 31 March

2018

$000s

Asia 25,259 20,390 41,330

North America 12,704 10,809 23,940

Europe 14,030 15,989 33,069

Others 1,316 1,090 2,788

Total revenue by region 53,309 48,278 101,127

B2. Operating expenses




B3. Other operating income

B3 a) Breakdown of other operating income


B4. Business combination – acquisition of Centum Rakon India Private Limited

B4 a) Current period

On 2 May 2018, the Group acquired the remaining 51% of the issued shares it did not own in Centum Rakon India Private Limited

(‘CRI’), a previously held joint venture which provides products and services to the frequency control industry. Consideration was

US$5.5m and the acquisition is part of the Group’s overall manufacturing strategy, providing a low cost manufacturing platform and

in addition, access to the local Indian market in the longer term. Consideration of US$4,125,000 was paid on 2 May 2018 with

US$1,375,000 payable within 18 months of acquisition date. The fair value of the US$1,375,000 was estimated based on a discount

rate of 5.90%.

B4 b) Details of the purchase consideration, the provisional fair value of net assets acquired and

goodwill are as follows:


Unaudited six

Unaudited six

Audited year

months ended

months ended

ended

30 September

30 September

31 March

2018

2017

2018

$000s

$000s

$000s

Operating expense by function

Selling and marketing costs

4,945

4,439

9,905

Research and development

5,556

5,292

9,712

General and administration

12,991

9,759

22,009

Total operating expenses

23,492

19,490

41,626

Unaudited six

Unaudited six

Audited year

months ended

months ended

ended

30 September

30 September

31 March

2018

2017

2018

$000s

$000s

$000s

Dividend income

-

1

1

Other income

1

-

69

Income from technology license agreement with Siward

-

687

2,351

Total other operating income

1

688

2,421

Purchase Price consideration

$000s

Cash paid5,848

Deferred consideration1,789

Less: deemed settlement of pre-existing net trade payables(1,249)

Total purchase price consideration6,388

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Provisional

fair value

The fair value of the assets and liabilities recognised as a result of the acquisition are as follows $000s

Cash and cash equivalents 1,500

Property, plant and equipment 3,750

Inventories 5,869

Trade and other receivables 5,002

Trade and other payables (4,510)

Overdraft (1,320)

Employee benefit obligations (343)

Net deferred tax assets 1,379

Less deemed settlement of pre-existing net trade balances (1,249)

Net identifiable assets acquired 10,078


As a result of acquisition, the pre-existing 49% share of equity which was acquired on 25 March 2008 was re-measured to fair value

and the currency translation reserve relating to pre-existing 49% share of equity was recycled through profit and loss component of

Statement of Comprehensive Income.





The goodwill is attributable to synergies expected to arise. None of the goodwill is expected to be deductible for tax purposes.

Deferred tax asset of $530,000 has been recognised in relation to the fair value adjustments.

The acquisition accounting has been determined on provisional basis. If new information obtained within one year of the date of

acquisition about facts and circumstances that existed at the date of acquisition identifies adjustments to the above amounts, or any

additional provisions that existed at the date of acquisition, then the accounting for the acquisition will be revised.

Acquisition-related costs

Acquisition-related costs of $205,000 are included in administrative expenses in profit or loss.


Unaudited six

months ended

30 September

2018

Re-measurement of previously held 49% equity interest

$000s

Carrying value of equity interest prior to acquisition

2,994

Gain on re-measurement

1,944

Re-measured previously held equity interest

4,938

Net loss in business combination on previously held equity interest

Gain on re-measurement of previously held equity interest

1,944

Loss on reclassification of currency translation reserve

(2,013)

Net loss in business combination on previously held equity interest

(69)

Goodwill on acquisition

$000s

Net assets acquired

10,078

Less

previously held 49% equity interest

(4,938)

Goodwill on acquisition

1,248

Total purchase consideration

6,388

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Revenue and profit contribution

The acquired business contributed revenues of $1,980,000 and net profit of $780,000 to the Group for the period from 2 May 2018 to

30 September 2018. If the acquisition had occurred on 1 April 2018, consolidated revenue and consolidated profit after tax for the

half-year ended 30 September 2018 would have been $2,130,000 and $660,000 respectively. For April 2018, the Group recorded

$76,000 equity accounted profit for the owned 49% equity interest.


B5. Interests in associates and joint venture

B5 a) Accounting policy

Associates are entities over which the Group has significant influence but not control, generally accompanying a shareholding of

between 20% and 50% of the voting rights. Investments in associates are accounted for using the equity method of accounting and are

initially recognised at cost.

Joint arrangements are classified as either joint operations or joint ventures. The classification depends on the contractual rights and

obligations of each investor, rather than the legal structure of the joint arrangement. The Group’s joint venture is accounted for using

the equity method.

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the

Group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the Group’s share of movements in other

comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint

ventures are recognised as a reduction in the carrying amount of the investment. When the Group’s share of losses in an equity-

accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does

not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity. Unrealised gains on

transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interest in these

entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Accounting policies of equity accounted investees have been changed where necessary to ensure consistency with the policies adopted

by the Group.

B5 b) Breakdown of associates and joint venture

Set out below are the associates and joint venture of the Group. The entities listed below have share capital consisting solely of ordinary

shares, which are held directly by the Group. The country of incorporation or registration is also their principal place of business, and

the proportion of ownership interest is the same as the proportion of voting rights held.


Unaudited sixUnaudited sixAudited year

months endedmonths endedended

30 September30 September31 March

201820172018

Chengdu Timemaker Crystal

Technology Co. Ltd

1

AssociateChina40%40%40%

Shenzhen Taixiang Wafer Co. Ltd

1

AssociateChina40%40%40%

Thinxtra Pty Limited (ceased being an

associate June 18)

3

AssociateAustralia

-

33%21.5%

Centum Rakon India Private Ltd

(ceased being a joint venture May 18)

2

Joint

venture

India

-

49%49%

Unaudited sixUnaudited sixAudited yearUnaudited sixUnaudited sixAudited year

months endedmonths endedendedmonths endedmonths endedended

30 September30 September31 March30 September30 September31 March

201820172018201820172018

$000s$000s$000s$000s$000s$000s

Chengdu Timemaker Crystal

Technology Co. Limited

1

9,5318,3838,925

Shenzhen Taixiang Wafer Co. Limited

1

423416425

Total Timemaker Group9,9548,7999,350781769908

Thinxtra Pty Limited

3

-

2,8035,290(287)(1,271)(2,273)

Total carrying amount of associates9,95411,60214,640494(502)(1,365)

Centum Rakon India Private Limited

2

-

3,4512,87676(41)(550)

Total carrying amount of equity

accounted associates and joint venture

9,95415,05317,516570(543)(1,915)

Name of entity

% of ownership interest

Net investment

Equity accounted profits/(losses)

Country of

incorporation

Nature of

relationship

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1

The Group has a 40% interest in two related companies: Chengdu Timemaker Crystal Technology Co. Limited and Shenzhen Taixiang

Wafer Co. Limited, which provide products and services to the frequency control products industry. In June 2017, Chengdu Shen-

Timemaker Crystal Technology Co. Limited, a company in the Timemaker Group, was merged with Chengdu Timemaker Crystal

Technology Co. Limited.

2

On 2 May 2018, the Group assumed full ownership of Centum Rakon India Private Limited (‘CRI’) by acquiring the remaining 51%

interest of shares, refer note B4. Prior to the acquisition, CRI, was a joint venture.

3

Due to loss of significant influence, on 1 June 2018, the Group has reclassified the investment in Thinxtra Pty Limited (‘Thinxtra'), as

a financial asset at fair value through other comprehensive income, refer note B5 c).

B5 c) Investment in Thinxtra

Thinxtra Pty Limited (‘Thinxtra') is an 'Internet of Things' (or ‘IoT’) business that started in 2016. Thinxtra's focus is on establishing an

IoT network in Australia, New Zealand and Hong Kong and providing products, services and solutions enabling connectivity of devices

to the network. Thinxtra’s business model is based on subscription for access to the network, platform solutions and the sale of IoT

products. Further information is available at www.thinxtra.com.

The Group commenced equity accounting its investment in Thinxtra from December 2015 and ceased this treatment on 31 May 2018.

On 1 June 2018, Rakon irrevocably waived its right to appoint a director to Thinxtra’s board and concurrently Rakon’s appointed

director resigned. Accordingly, it was concluded that Rakon lost significant influence in Thinxtra on 1 June 2018 and therefore ceased

equity accounting the investment. On this day, the investment was measured at to fair value in accordance with NZ IAS 28 Investments

in Associates and Joint Ventures. The fair value was determined by an independent valuation report that provided a price range per

share. The lowest price in the range was used to measure the investment to fair value which resulted in a gain of $7,172,000 being

recognised in the profit and loss component of the Statement of Comprehensive Income. The fair value of Rakon’s 21.4% of equity

holding as at 1 June 2018 is $12,176,000. The Directors have determined that the fair value has not materially changed between 1 June

2018 and 30 September 2018.

To provide an indication about the reliability of the inputs used in determining fair value, the Group classified the fair valuation of

Thinxtra investment as a level 3 investment. This is the prescribed method of grouping under the accounting standards which states

that the instruments are classified as level 3 only if one or more of the significant inputs for the valuation is not based on observable

market data. The valuation of Thinxtra was based on an independent valuation report which included the following key judgement and

assumptions:

 In October 2017 Thinxtra undertook a significant capital raising where demand exceeded supply

 In November 2017 Rakon sold 199,763 shares for A$3.0m to applicants who missed out on the October 2017 capital

raising

 The outlook for Thinxtra between October 2017 and June 2018 has not materially changed

 A new capital raising is expected to take place in late 2018.


Further, effective 1 June 2018, the Group elected to present subsequent changes in fair value of its investment in Thinxtra in other

comprehensive income, refer B8 a) for accounting policy, NZ IFRS 9 Financial Instruments.

A 10% strengthening of the fair value of investment will result in an increase in other comprehensive income component of the

Statement of Comprehensive Income by $1,217,600. A 10% weakening will have a equal but opposite effect.

B6. Contingencies

It is not anticipated that any material liabilities will arise from the contingent liabilities.

B7. Events after reporting date

There have been no other subsequent events after 30 September 2018.

B8. Basis of preparation

The Company is registered under the Companies Act 1993 and is a Financial Markets Conduct reporting entity under Part 7 of the

Financial Markets Conduct Act 2013. The interim financial statements of the Group have been prepared in accordance with the

requirements of Part 7 of the Financial Markets Conduct Act 2013 and the NZX (Main Board) Listing Rules.

These consolidated interim financial statements for the half year reporting period ended 30 September 2018 have been prepared in

accordance with New Zealand Generally Accepted Accounting Practice (NZ GAAP). They comply with New Zealand equivalents to

International Financial Reporting Standards (NZ IFRS), other New Zealand accounting standards and authoritative notices that are

applicable to entities that apply NZ IFRS, in particular IAS 34 Interim Financial Reporting. The consolidated financial statements also

comply with International Financial Reporting Standards (IFRS). The Group is a profit-oriented entity for the purposes of complying

with NZ GAAP. These financial statements comprise Rakon and its subsidiaries.

The financial statements have been prepared on a historical cost basis, except for the following:

 available-for-sale financial assets, financial assets and liabilities (including derivative instruments) – measured at fair value,

and

 assets held for sale – measured at fair value less cost of disposal.

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The preparation of financial statements in accordance with NZ IFRS requires management to make judgements, estimates and

assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. Actual results

may differ from these estimates. This interim financial report does not include all the notes of the type normally included in an annual

financial report. Accordingly, this report should be read in conjunction with the annual report for the year ended 31 March 2018 and

any public announcements made by the Company during the interim reporting period. The accounting policies applied are consistent

with those of the annual report for the year ended 31 March 2018.

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period,

except for the adoption of new and amended standards as set out below.


B8 a) New and amended standards adopted by the Group

A number of new or amended standards became applicable for the current reporting period and the Group had to change its

accounting policies:

 NZ IFRS 9 Financial Instruments, and

 NZ IFRS 15 Revenue from Contracts with Customers.

The Group has performed the assessment and concluded that there is no material adjustment from adoption of these standards and

no retrospective adjustments are required in the consolidated interim financial statements.

NZ IFRS 9 Financial Instruments

Classification

From 1 January 2018, the Group classifies its financial assets in the following measurement categories:

 those to be measured subsequently at fair value (either through other comprehensive income (OCI), or through profit and

loss), and

 those to be measured at amortised cost.

The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments

that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition

to account for the equity investment at fair value through other comprehensive income (FVOCI).

Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through

profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset.

Equity instruments

The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present fair

value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or

loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as

other income when the Group’s right to receive payments is established. Changes in the fair value of financial assets at FVPL are

recognised in other gains/(losses) in the statement of profit or loss as applicable. Impairment losses (and reversal of impairment losses)

on equity investments measured at FVOCI are not reported separately from other changes in fair value.

Derivatives and hedging

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in the

cash flow hedge reserve within equity. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss,

within other income (expenses). When option contracts are used to hedge forecast transactions, the Group designates only the intrinsic

value of the options as the hedging instrument. Until 31 March 2018, the Group classified foreign currency options as held-for-trading

derivatives and accounted for them at FVPL. Gains or losses relating to the effective portion of the change in intrinsic value of the

options are recognised in the cash flow hedge reserve within equity. The changes in the time value of the options that relate to the

hedged item (‘aligned time value’) are recognised within OCI in the costs of hedging reserve within equity. When forward contracts

are used to hedge forecast transactions, the Group generally designates only the change in fair value of the forward contract related

to the spot component as the hedging instrument. Gains or losses relating to the effective portion of the change in the spot component

of the forward contracts are recognised in the cash flow hedge reserve within equity. The change in the forward element of the contract

that relates to the hedged item (‘aligned forward element’) is recognised within OCI in the costs of hedging reserve within equity. In

some cases, the entity may designate the full change in fair value of the forward contract (including forward points) as the hedging

instrument. In such cases, the gains or losses relating to the effective portion of the change in fair value of the entire forward contract

are recognised in the cash flow hedge reserve within equity.

Amounts accumulated in equity are reclassified in the periods when the hedged item affects profit or loss, as follows:

Where the hedged item subsequently results in the recognition of a non-financial asset (such as inventory), both the deferred hedging

gains and losses and the deferred time value of the option contracts or deferred forward points, if any, are included within the initial

cost of the asset. The deferred amounts are ultimately recognised in profit or loss as the hedged item affects profit or loss (for example

through cost of sales).

The gain or loss relating to the effective portion of the interest rate swaps hedging variable rate borrowings is recognised in profit or

loss within finance cost at the same time as the interest expense on the hedged borrowings.

When a hedging instrument expires, or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any

cumulative deferred gain or loss and deferred costs of hedging in equity at that time remains in equity until the forecast transaction

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occurs, resulting in the recognition of a non-financial asset such as inventory. When the forecast transaction is no longer expected to

occur, the cumulative gain or loss and deferred costs of hedging that were reported in equity are immediately reclassified to profit or

loss.

B8 b) Impact of standards issued but not yet applied

NZ IFRS 16 Leases

NZ IFRS 16 was issued in January 2016. It will result in almost all leases being recognised on the balance sheet, as the distinction

between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial

liability to pay rentals are recognised. The only exceptions are short-term and low-value leases.

The accounting for lessors will not significantly change.

The standard will affect primarily the accounting for the Group’s operating leases. Although the full impact of this standard has not yet

been determined, it will result in additional assets and liabilities when the current operating leases are brought on to the balance

sheet; with interest and depreciation replacing the current operating lease expense when the standard is adopted.

The standard is mandatory for first interim periods within annual reporting periods beginning on or after 1 January 2019. The Group

does not intend to adopt the standard before its effective date.



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Other Information

A. Dividends (NZX Listing Rules Appendix 1: 2.3(d))

The Board of Directors has declared that no dividend is to be paid for the interim period to 30

September 2018.

Rakon maintains a dividend policy such that residual cash flows after investment will be available

for distribution to shareholders on the basis that net debt remains at a level viewed as comfortable

by the Board, following distribution. Any declaration and payment of dividends including the

amount, will be at the discretion of the Board of Directors.

B. Net Tangible Assets per Security (NZX Listing Rules Appendix 1: 2.3(f))


30 September 2018 30 September 2017

Net tangible assets $000 85,766 65,924

Number of ordinary securities 000 229,055 229,055

Net tangible asset backing per ordinary

security $

0.37 0.29

C. Control gained and lost over Entities (NZX Listing Rules Appendix 1: 2.3(g))

Rakon Limited has gained or lost control over the following entities during the period:

On 2 May 2018, Rakon Limited gained control of Centum Rakon India Private Limited “CRI”

through acquiring the remaining 51% of the issued shares it did not own. CRI was previously

held as a joint venture. CRI contributed net profit after tax of $856,000 to the Group (30

September 2017: net loss after tax of $41,000).

During the period Rakon did not gain or lose control over any other entities.

D. Associates & Joint Ventures (NZX Listing Rules Appendix 1: 2.3(h))

Rakon Limited has the following associate entities and joint venture arrangements.


Shareholding

Chengdu Timemaker Crystal Technology Co. Limited 40%

Shenzhen Taixiang Wafer Co, Limited 40%

The contribution of Chengdu Timemaker Crystal Technology Co. Limited and Shenzhen Taixiang

Wafer Co, Limited to Rakon Limited’s net results from ordinary activities is a net profit after tax

of $781,000 (30 September 2017: $769,000).

For the period to 31 May 2018 Thinxtra Pty Limited (‘Thinxtra’) was an associate entity. From 1

June 2018 Thinxtra ceased to be an associate entity and the investment was re-measured to fair

value accordingly. The contribution of Thinxtra to Rakon Limited’s net results from ordinary

activities is a net loss after tax of $287,000 for the two months to 31 May 2018 (30 September

2017: loss $1,271,000).

E. Audit (NZX Listing Rules Appendix 1: 1.3(l))

The financial statements are unaudited.

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F. Business Changes (NZX Listing Rules Appendix 1: 1.3(m))

There have been no major changes or trends in Rakon Limited’s business subsequent to the half

year end.


G. Directors Declaration (NZX Listing Rules Appendix 1, 3.1 & 3.2)

The Directors declare that the selected consolidated financial information on pages 4 to 17 have

been prepared in compliance with applicable Financial Reporting Standards and extracted from

the unaudited interim financial statements. The accounting policies the Directors consider

critical to the portrayal of the company’s financial condition and results which require

judgements and estimates about matters which are inherently uncertain are disclosed in each

note of the unaudited consolidated interim financial statements that form part of this

announcement.

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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