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Rakon Limited Interim Report (Half Year 2019)

Half Year Results13 December 2018RAKInformation Technology

Rakon Limited Interim Report
September 2018

1
1

Table of Contents

Unaudited Consolidated Interim Statement of Comprehensive Income __________________________________ 2

Unaudited Consolidated Interim Statement of Changes in Equity ______________________________________ 3

Unaudited Consolidated Interim Balance Sheet _____________________________________________________ 4

Unaudited Consolidated Interim Statement of Cash Flows ____________________________________________ 5

Notes to the Unaudited Consolidated Interim Financial Statements ____________________________________ 7

Directory ____________________________________________________________________________________ 16

2
2

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 incomeB316882,421

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 venture

B5 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 value cash flow hedges(3,454)(313)(372)

Cost of hedging154--

Increase in fair value 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

3

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 c apital

Retained

earningsOther reservesTotal equity

$000s$000s$000s

$000s

Balance at 31 March 2017

181,035 (83,218) (23,260) 74,557

Net profit after tax for the half year ended 30 September

2017

- 908 - 908

Contribution of equity, transaction cost

(1 1 ) - - (1 1 )

Currency translation differences

- - 1,467 1,467

Cash flow hedges, net of tax

- - (225) (225)

Total comprehensive loss for the half year

(11) 908 1,242 2,139

Employee share schemes

Value of employee services

- - 8 8

Balance at 30 September 2017

181,024 (82,310) (22,010) 76,704

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

- 9,091 - 9,091

Currency translation differences

- - 1,299 1,299

Cash flow hedges, net of tax

- - (4 3 ) (4 3 )

Total comprehensive income for the half year

- 9,091 1,256 10,347

Balance at 31 March 2018

181,024 (73,219) (20,754)

87,051

Net profit after tax for the half year ended 30 September

2018

-

9,199 - 9,199

Currency translation differences

- - 2,125 2,125

Cash flow hedges, net of tax

- - (2,333) (2,333)

Total comprehensive income for the half year

- 9,199 (208) 8,991

Balance at 30 September 2018

181,024 (64,020) (20,962) 96,042

3
2

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 incomeB316882,421

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 venture

B5 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 value cash flow hedges(3,454)(313)(372)

Cost of hedging154--

Increase in fair value 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

3

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 c apital

Retained

earningsOther reservesTotal equity

$000s$000s$000s

$000s

Balance at 31 March 2017

181,035 (83,218) (23,260) 74,557

Net profit after tax for the half year ended 30 September

2017

- 908 - 908

Contribution of equity, transaction cost

(11) - - (11)

Currency translation differences

- - 1,467 1,467

Cash flow hedges, net of tax

- - (225) (225)

Total comprehensive loss for the half year

(11) 908 1,242 2,139

Employee share schemes

Value of employee services

- - 8 8

Balance at 30 September 2017

181,024 (82,310) (22,010) 76,704

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

- 9,091 - 9,091

Currency translation differences

- - 1,299 1,299

Cash flow hedges, net of tax

- - (43) (43)

Total comprehensive income for the half year

- 9,091 1,256 10,347

Balance at 31 March 2018

181,024 (73,219) (20,754)

87,051

Net profit after tax for the half year ended 30 September

2018

-

9,199 - 9,199

Currency translation differences

- - 2,125 2,125

Cash flow hedges, net of tax

- - (2,333) (2,333)

Total comprehensive income for the half year

- 9,199 (208) 8,991

Balance at 30 September 2018

181,024 (64,020) (20,962) 96,042

4
4

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

Asse ts

Curre nt asse ts

Cash and cash equivalents2,6293,56610,364

Trade and other receivables34,97322,82428,395

Financial asset at fair value through profit and loss1165211

Derivative 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 receivables2,9592,1662,716

Property, plant and equipment17,24311,11313,481

Intangible assets10,27610,7809,115

Derivative financial instruments278673334

Financial asset at fair value 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 asse ts137,041101,857113,433

Liabilities

Current liabilities

Bank overdraft6,2011,3622,824

Borrowings2942,52698

Trade and other payables26,16915,65219,107

Derivative financial instruments1,550168235

Provisions354464961

Deferred considerationB4 a)1,832--

Deferred revenue1011,847101

Total current liabilities36,50122,01923,326

Non-current liabilities

Derivative financial instruments1,15415978

Borrowings-19-

Provisions3,1002,9222,734

Deferred tax liabilities24434244

Total non-current liabilities4,4983,1343,056

Total liabilities40,99925,15326,382

Ne t asse ts96,04276,70487,051

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

5
5

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 sixUnaudited sixAudited year

months endedmonths endedended

30 September30 September31 March

201820172018

Note$000s$000s$000s

Operating activities

Cash provided from

Receipts from customers54,75452,124101,691

Income tax refund29--

R&D grants received3051,4051,726

Other income received9-3

55,09753,529103,420

Cash was applied to

Payment to suppliers and others(34,598)(29,622)(57,998)

Payment to employees(23,680)(18,668)(36,735)

Interest paid(140)(248)(536)

Income tax paid(107)(62)(247)

(58,525)(48,600)(95,516)

Net cash flow from operating activities(3,428)4,9297,904

Investing activities

Cash was provided from

Net proceeds from sale of Thinxtra shares--3,178

Sale of property, plant and equipment16-4,754

16-7,932

Cash was applied to

Purchase of property, plant and equipment(2,115)(255)(3,236)

Purchase of intangibles(223)(688)(840)

Investment in shares and associates(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 issuance cost-(11)(11)

Repayment of principal on borrowings-(2,016)(4,500)

Finance lease payments(13)-(31)

Cash was applied to financing activities(13)(2,027)(4,542)

Net cash flow from financing activities(13)(2,027)(4,542)

Net (decrease)/increase in cash and cash equivalents(11,611)1,9597,218

Effects of exchange rate changes on cash and cash equivalents499169246

Cash and cash equivalents at the beginning of the year7,5407676

Cash and cash equivalents at the end of the period(3,572)2,2047,540

Composition of cash and cash equivalents

Cash and cash equivalents2,6293,56610,364

Bank overdraft(6,201)(1,362)(2,824)

Total cash and cash equivalents(3,572)2,2047,540

6
6

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 sixUnaudited sixAudited year

months endedmonths endedended

30 September30 September31 March

Note201820172018

Reconciliation of net profit to net cash flows from operating activities

Reported net profit after tax9,1999089,999

Following adjustments

Depreciation expense1,7161,3362,504

Amortisation expense1,0659711,838

Impairment--120

Increase in estimated doubtful debts-77

Provision for restructure--159

Employee share based expense-88

Movement in foreign currency(32)(16)(590)

Monetised cash flow hedge, net of tax-(941)(1,096)

Deferred revenue ̶ Siward technology license agreement-(687)(2,351)

Share of net (profits)/losses of associates and joint ventureB5 b)(570)5431,915

Deferred tax--382

(Gain)/loss on disposal of property, plant and equipment(16)12(2,155)

Thinxtra shares – fair value adjustmentB5 c)(7,172)-(1,852)

Net dilution gain on Thinxtra shares--(4,815)

Net loss from business combinationB4 b)69--

Total items cash flow adjusted for(4,940)1,233(5,926)

Impact of changes in working capital items

Trade and other receivables(2,268)5,424(146)

Provision for restructure(252)(420)(645)

Inventories(7,404)(1,995)115

Trade and other payables2,278(307)4,557

Tax provisions(41)86(50)

Total impact of changes in working capital items(7,687)2,7883,831

Net cash flow from operating activities(3,428)4,9297,904

7
7

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 venture’s 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 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


NZUKFranc eIndia

7

China ̶

T'make r

1

India ̶

Centum

Rakon

2

A ustralia ̶

Thinxtra

6

Othe r

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

amortisation

1,138258900484---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

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

8
8


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).


NZUKFranc eIndia

7

China ̶

T'make r

1

India ̶

Centum

Rakon

2

Australia ̶

Thinxtra

6

Othe r

3

Total

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

Sales to external customers32,072-16,206-----48,278

Inter-segment sales90------19109

Segment revenue32,162-16,206----1948,387

Underlying EBITDA3,953815(1,327)

-

1,389

371(1,272)(129)3,800

Depreciation and

amortisation

1,297251675----842,307

Income tax (expense)/credit-(91)14----(76)(153)

Total assets

4

48,2753,16429,828

-

8,7983,4515,6082,733101,857

Investment in associates----8,798--2,80411,602

Investment in joint venture-----3,451--3,451

Additions of property, plant,

equipment and intangibles

690164198-----1,052

Total liabilities

5

13,00448211,197----47025,153

NZUKFranc eIndia

7

China ̶

T'make r

1

India ̶

Centum

Rakon

2

A ustralia -

Thinxtra

6

Othe r

3

Total

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

Sales to external customers63,812-37,315-----101,127

Inter-segment sales163-5----33201

Segment revenue63,975-37,320----33101,328

Underlying EBITDA7,6111,591

1,334-2,115(9)(430)(118)12,094

Depreciation and

amortisation

2,5175081,408----(91)4,342

Impairment

120-------120

Income tax (expense)/credit

(623)(129)29----(275)(998)

Total assets

4

51,8193,25537,326-9,3502,8765,2903,517113,433

Investment in associates----9,350-5,290-14,640

Investment in joint venture-----2,876--2,876

Additions of property, plant,

equipment and intangibles

2,4634411,255----4

4,163

Total liabilities

5

11,98746213,459----47426,382

Unaudited six months ended 30 September 2017

Audited year ended 31 March 2018

9
9

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



B1 d) Breakdown of revenue by goods and services


B1 e) Breakdown of revenue by market segment






Unaudited sixUnaudited sixAudited year

months endedmonths endedended

30 September30 September31 March

201820172018

Continuing operations

$000s$000s$000s

Underlying EBITDA

5,8793,80012,094

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)

Re-measurement 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 sixUnaudited sixAudited year

months endedmonths endedended

30 September30 September31 March

201820172018

$000s$000s$000s

Sales of goods52,78347,86899,916

Revenue from services5264101,211

Total revenue53,30948,278101,127

Unaudited sixUnaudited sixAudited year

months endedmonths endedended

30 September30 September31 March

201820172018

$000s$000s$000s

Telecommunications24,28921,38440,457

Global Positioning11,42413,06525,999

Space and Defence14,20410,67727,984

Othe r3,3923,1526,687

Total revenue by market segment53,30948,278101,127

10
10

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.


B2. Operating expenses



B3. 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%.






Unaudited sixUnaudited sixAudited year

months endedmonths endedended

30 September30 September31 March

201820172018

$000s$000s$000s

As i a25,25920,39041,330

North America

12,70410,80923,940

Europe14,030

15,98933,069

Othe rs

1,3161,0902,788

Total revenue by region

53,30948,278101,127

Unaudited sixUnaudited sixAudited year

months endedmonths endedended

30 September30 September31 March

201820172018

$000s$000s$000s

Operating expense by function

Selling and marketing costs4,9454,4399,905

Research and development5,5565,2929,712

General and administration12,9919,75922,009

Total operating expenses23,49219,49041,626

Unaudited sixUnaudited sixAudited year

months ended

months endedended

30 September30 September31 March

201820172018

$000s$000s$000s

Dividend income

-

11

Other income1

-

69

Income from technology license agreement with Siward

-

6872,351

Total other operating income16882,421

11
11

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

follows



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 the profit and loss component of the

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 a 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.

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

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 equivalents1,500

Property, plant and equipment3,750

Inventories5,869

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

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-measurement1,944

Re-measured previously held equity interest4,938

Net loss in business combination on previously held equity interest

Gain on re-measurement of previously held equity interest1,944

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 fair value of previously held 49% equity interest

(4,938)

Goodwill on acquisition

1,248

Total purchase consideration

6,388

12
12

Acquisition related costs

Acquisition related costs of $205,000 are included in administrative expenses in the profit and loss component of the Statement of

Comprehensive Income.

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

AssociateChina

40%40%40%

AssociateAustralia-33%21.4%

Joint

venture

India - 49%49%

Name of entity

% of ownership interest

Country of

incorporation

Nature of

relationship

Centum Rakon India Private Ltd (ceased being a

joint venture May 2018)

2

Thinxtra Pty Limited (ceased being an associate

June 2018)

3

13
13


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' (‘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 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 an 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.


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 c arrying amount of assoc iate s9,95411,60214,640494(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)

Net investment

Equity accounted profits/(losses)

14
14

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.

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

Class ification

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, 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 the profit and loss

component of the Statement of Comprehensive Income. Dividends from such investments continue to be recognised as other income in

the profit and loss component of the Statement of Comprehensive Income when the Group’s right to receive payments are established.

Changes in the fair value of financial assets at FVPL are recognised in other gains/(losses) in the profit and loss component of the Statement

of Comprehensive Income. 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’)

15
15

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 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. The full impact of this standard has not yet been

determined. However, this will result in additional assets and liabilities when the current operating leases are recognised on to the balance

sheet. Interest and depreciation expenses will replace the current operating lease expenses in the profit and loss component of the

Statement of Comprehensive Income.

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.


16
Directory

Registered Office

Rakon Limited

8 Sylvia Park Road

Mt Wellington

Auckland 1060

Telephone: +64 9 573 5554

Facsimile: +64 9 573 5559

Website: www.rakon.com

Mailing Address

Rakon Limited

Private Bag 99943

Newmarket

Auckland 1149

Directors

Bruce Irvine

Bryan Mogridge (ceased 7 August 2018)

Keith Oliver

Brent Robinson

Roger Yao

Yin Tang Tseng

Lorraine Witten

Keith Watson (appointed 21 September 2018)

Principal Lawyers

Bell Gully

PO Box 4199

Shortland Street

Auckland 1140

Auditors

PricewaterhouseCoopers

Private Bag 92162

Auckland 1142

Share Registrar

Computershare Investor Services Limited

Private Bag 92119

Victoria Street West

Auckland 1142

Managing Your Shareholding Online:

To change your address, update your payment instructions

and to view your investment portfolio including transactions, please visit:

www.investorcentre.com/nz

General enquiries can be directed to:

enquiry@computershare.co.nz

Telephone: +64 9 488 8777

Facsimile: +64 9 488 8787

Bankers

ASB Bank

PO Box 35

Shortland Street

Auckland 1140

16

16

Directory

Registered Office

Rakon Limited

8 Sylvia Park Road

Mt Wellington

Auckland 1060

Telephone: +64 9 573 5554

Facsimile: +64 9 573 5559

Website: www.rakon.com

Mailing Address

Rakon Limited

Private Bag 99943

Newmarket

Auckland 1149

Directors

Bruce Irvine

Bryan Mogridge (ceased 7 August 2018)

Keith Oliver

Brent Robinson

Roger Yao

Yin Tang Tseng

Lorraine Witten

Keith Watson (appointed 21 September 2018)

Principal Lawyers

Bell Gully

PO Box 4199

Shortland Street

Auckland 1140

Auditors

PricewaterhouseCoopers

Private Bag 92162

Auckland 1142

Share Registrar

Computershare Investor Services Limited

Private Bag 92119

Victoria Street West

Auckland 1142

Managing Your Shareholding Online:

To change your address, update your payment instructions

and to view your investment portfolio including transactions, please visit:

www.investorcentre.com/nz

General enquiries can be directed to:

enquiry@computershare.co.nz

Telephone: +64 9 488 8777

Facsimile: +64 9 488 8787

Bankers

ASB Bank

PO Box 35

Shortland Street

Auckland 1140

www.rakon.com

---

Half Year Review (HY2019)
Enabling the

Connected Future

April – September 2018

2019 Half Year Statement of Results
HY2019 Financial Overview

For the six months to 30 September 2018 (HY2019), Rakon

reported an unaudited net profit after tax of $9.2m

1

– an

increase of $ 8.3m compared to the same period last

year. Included in net profit after tax is a one-off gain of

$7.2m from a change in classification of the company’s

investment in Thinxtra Pty Limited (‘Thinxtra’).

Rakon also reported Underlying EBITDA

2

of $5.9m – an

increase of $2.1m from HY2018.

Revenue of $53.3m was $5m higher than for the same

period last year, with growth in the Telecommunications

and Space & Defence market segments offset by a decline

in the Global Positioning market segment.

Gross margin was $4.5m higher at $24.6m and gross

margin percentage 4% higher at 46% compared to the

same period last year. This was due to a change in product

mix, higher revenue from the core business and the gross

margin contribution from Rakon India.

Operating expenses were $4.0m higher than for the same

period last year. The increase reflects the absorption

of Rakon India’s operating costs, one-off Rakon India

integration costs, a small increase in total headcount and

a move by one of Rakon’s French facilities from owned to

leased premises.

Net debt was $3.9m at 30 September 2018 and operating

cash flow was - $3.4m. There was an increase in spend on

inventory and capital expenditure because of the following

reasons:


higher forecast demand from the Telecommunications

market


the launch of key new products for the

Telecommunications market


establishment of core infrastructure to allow Rakon India

to operate independently from Rakon’s previous joint

venture partner


purchase of electronic components (capacitors,

resistors and integrated circuits) to mitigate supply risk

due to industry shortages.

Operational Overview

The acquisition of the remaining 51% of Centum Rakon

India Private Limited (‘CRI’) was completed in May 2018

in line with the Group’s manufacturing strategy to have

a low-cost operating platform suitable for future growth.

CRI manufactures predominantly OCXO

3

products for the

Telecommunications market and was renamed Rakon India

Private Limited (‘Rakon India’) in November 2018.

Rakon India experienced significantly higher forecast

demand while the project to integrate it into the global

business, including establishing a local management team

and supporting functions, continued. As a result there

was investment in headcount, new equipment, inventory

and expanding the premises. It is also pleasing to note the

turnaround in profit performance of Rakon India compared

to the same period last year.

From a global perspective, new executive positions

(Global Head of Engineering and Company Secretary) have

been established and provide enhanced capability along

with a refreshed Board in place (new Director and Chair

appointed).

Market Update

Telecommunications The Telecommunications market

continues its march towards 5G. New technologies and

applications drive the need for precise timing requirements

and 5G offers much more than the current technologies

available, including better reliability, faster speeds and

wider bandwidth. 4G and 4.5G infrastructure is starting this

evolution and will initially provide some of the infrastructure

required for 5G to operate. Most of the world’s existing

networks will in time need to be upgraded to receive the full

benefits of 5G. Rakon has a product offering that can meet

the requirements for 5G infrastructure in terms of design,

cost and performance.

Forecast demand for the remainder of FY2019 is strong

for 4G and 4.5G base stations and network equipment.

Rakon is supplying into the early 5G deployments in the US

and Asia. Pressure remains tight from component supply

and capacity and the challenge for Rakon is to capture the

demand and deliver to customers’ requirements.

Global Positioning We are continuing to see higher

margins in the industrial sub-market which has grown for

Rakon. Our volumes and revenue in Global Positioning have

been lower overall due to the further contraction in the

personal navigation devices business.

Space and Defence In the Space market, billings had been

slightly down compared to HY2018, with the geostationary

satellite market trending down. Second half billings are

forecast to improve similarly to previous years’ phasing

and we have seen increased enquiries for Low Earth Orbit

(LEO/ ‘New Space’) satellite requirements.

In the Defence market, the US delivered strong growth

generated mainly from New Zealand manufactured

products. US demand is expected to drive further growth

in the New Zealand business in the second half, and the

fulfilment of open orders is expected to drive second half

growth in the French business.

Emerging and Other Markets

Internet of Things (IoT) There are many new applications

for the IoT – including pet tracking, leak detection, smoke

detection alarms and shopping trolley locators – which

have driven higher demand for Thinxtra’s Sigfox modules.

Volumes in HY2019 are expected to almost double vs.

HY2018. These TCXOs

4

are supplied to Rakon by its

manufacturing partner Siward Crystal Technology Co.

Limited (‘Siward’), where Rakon has transferred the

technology. As this high volume, lower margin business

grows, Rakon is realising value through its partnership with

Siward and through its designs and customer relationships.

Closing Comments and Outlook

In the first half of FY2019 Rakon has delivered a good profit

performance, completed the acquisition of Rakon India and

started to realise immediate benefits from having control of

the India business.

4G and 4.5G demand continues to grow to support 5G

deployment. This is earlier than was expected. Rakon’s

near term focus is on capacity and on delivery to meet

this forecast customer demand. In addition, production

is expected to ramp up in New Zealand for new products

used in new generation telecommunication networks.

Bruce Irvine

Chair

Brent Robinson

CEO / Managing Director

Half Year 2019

Performance Key Points

• Net profit after tax of $9.2m vs. net profit after tax

of $0.9m in HY2018

• Rakon’s investment in Thinxtra re-measured to fair

value resulting in a one-off $7.2m gain

• Underlying EBITDA

2

of $5.9m vs. $3.8m in HY2018

• Revenue of $53.3m vs. $48.3m in HY2018

RAKON HALF YEAR REVIEW (HY2019)

APRIL – SEPTEMBER 2018

2 3

1

All amounts in this document are in NZ $ unless otherwise specified.

2

Disclosure of Non-GA AP Financial Information. Rakon has used ‘Underlying EBITDA’ as

a measure of non-GA AP financial information in this 2019 Half Year Review document and it is

defined as: ‘Earnings before interest, tax, depreciation, amortisation, impairment, employee

share schemes, non-controlling interests, adjustments for associates and joint venture’s share of

interest, tax & depreciation, loss on disposal of assets and other cash and non-cash items.’

Underlying EBITDA is a non-GA AP measure that has not been presented in accordance with

GA AP. The Directors present Underlying EBITDA as a useful non-GA AP 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-GA AP measure of Underlying EBITDA internally, to

assess the underlying operating performance of the Group and each operating segment.

This document should be read in conjunction with the Rakon Limited Interim Report September

2018. A detailed reconciliation of Underlying EBITDA to net profit after tax is contained at note

B1 c) (Segment information) of the financial statements.

3

OCXO Oven Controlled Crystal Oscillator.

4

TCXO Temperature Compensated Crystal Oscillator.

Summary of Revenue and Profit
Six months ended

30 September 2018

$000s

Six months ended

30 September 2017

$000s

Year ended

31 March 2018

$000s

Revenue53,30948,278101,127

Underlying EBITDA

1

5,8793,80012,094

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

One off cash gains realised on derivatives closed out–9411,09 6

Interest(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

Re-measurement on change in treatment – Thinxtra shares7,172––

Other non-cash items(201)( 114 )( 414 )

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

Net profit for the period9,19 99089,999

1

Refer to page 2 for explanation of Underlying EBITDA.

Summary Statement of Cash Flows

Six months ended

30 September 2018

$000s

Six months ended

30 September 2017

$000s

Year ended

31 March 2018

$000s

Net cash flow

Operating activities(3,428)4,9297, 9 0 4

Investing activities( 8 ,170 )(943)3,856

Financing activities(13)(2,027)(4,542)

Net (decrease)/increase in cash and cash equivalents(11,611)1,9597, 218

Foreign currency translation adjustment499169246

Cash and cash equivalents at the beginning of the period7, 5 4 07676

Cash and cash equivalents at the end of the period(3,572)2,2047, 5 4 0

Balance Sheets

As at

30 September 2018

$000s

As at


30 September 2017

$000s

As at


31 March 2018

$000s

Current assets75,94655,51264,365

Non-current assets61,09546,34549,068

Total assets137, 0 41101,857113, 4 33

Current liabilities36,50122,01923,326

Non-current liabilities4,4983 ,13 43,056

Total liabilities40,9992 5,15 326,382

Net assets96,04276,7048 7, 0 51

Equity96,04276,7048 7, 0 51

Total equity96,04276,7048 7, 0 51

2019 Half Year Financial Summary

RAKON HALF YEAR REVIEW (HY2019)

APRIL – SEPTEMBER 2018

4

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.