Rakon Limited/Announcement
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Rakon Half Year 2019/2020 Results Announcement

Half Year Results18 November 2019RAKInformation Technology

Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)




Results for announcement to the market

Name of issuer Rakon Limited

Reporting Period 6 months to 30 September 2019

Previous Reporting Period 6 months to 30 September 2018

Currency NZD


Amount (000s) Percentage change

Revenue from continuing

operations

$56,912 +7%

Total Revenue $56,912 +7%

Net profit/(loss) from

continuing operations

$1,342 -34%

Total net profit/(loss) $1,342 -34%

Interim/Final Dividend

Amount per Quoted Equity

Security

No dividend has been declared

Imputed amount per Quoted

Equity Security

Not Applicable

Record Date Not Applicable

Dividend Payment Date Not Applicable

Current period Prior comparable period

Net tangible assets per

Quoted Equity Security

$0.36 $0.34

A brief explanation of any of

the figures above necessary

to enable the figures to be

understood

Please refer comments following

Authority for this announcement

Name of person


authorised

to make this announcement

Maureen Shaddick, Company Secretary

Contact person for this

announcement

Anand Rambhai, Chief Financial Officer

Contact phone number +64 9 571 9225

Contact email address anand.rambhai@rakon.com

Date of release through MAP


19/11/2019


Unaudited financial statements accompany this announcement.




2 | P a g e


COMMENTS


19 NOVEMBER 2019 (RAK)


Rakon announces its half year financial result to 30 September 2019






Rakon Limited (‘Rakon’) has achieved a net profit after tax of $1.3m

1

(HY2019: $2.0m) and Underlying EBITDA of

$6.9m (HY2019: $5.9m) for the six months to 30 September 2019. Underlying EBITDA includes a one-off gain of

$1.5m due to the adoption of NZ IFRS 16 Leases from 1 April 2019. When the one-off gain is excluded, like-for-like

EBITDA is $0.5m lower than for the equivalent six months to 30 September 2018.


The first six months has provided revenue growth compared to the same period last year.


Highlights include the Telecommunications segment which was higher in USD terms from both the India and NZ

businesses. This is an indication the 5G roll out is beginning but it is not as fast as anticipated. Rakon is well

positioned for 5G, being designed into all Tier 1 network providers’ 5G equipment and securing an increasing share

of their business. As these customers secure their contracts to roll out 5G, orders will flow to Rakon.


Offsetting the growth in Telecommunications is a decrease in Positioning business where Rakon has shed some

high volume, low margin GNSS business. The Defence market was also lower but expected to partially recover by

year end. Revenue in the Space segment is higher with encouraging growth in the low earth orbit satellite

business.


Operating costs are higher with increased costs from integrating Rakon India into the wider Group, increased

investment in R&D (new product development) and growth in headcount.


The comparative financial statements issued for the six months to 30 September 2018 have been restated to

exclude the $7.2m gain previously recognised in relation to Rakon’s investment in Thinxtra. The value of Rakon’s

investment in Thinxtra is $4.7m (30 September 2018: $5.0m). Further explanation is provided in notes B4 of the

unaudited consolidated interim financial statements issued with this announcement.


Inventory is $45m, $5.5m higher than 31 March 2019 due to: the launch of higher value longer lead-time new

products; anticipation of higher Telecommunications demand; increased consignment business; and the cyclical

increase in inventory for Rakon’s French Space and Defence business (which typically records two thirds of its

revenue in the second half of the year). Inventory has been targeted to reduce by 31 March 2020.


Net debt is $7.6m, which is in line with 31 March 2019 and $3.9m higher than 30 September 2018.


The Directors confirm that the HY2020 results announcement is based on unaudited results.


1

All amounts are in NZD unless otherwise indicated.




NZ$m

1

, unaudited

HY2020

HY2019

% Change

Revenue

56.9

53.3

7%

Underlying EBITDA

2

6.9

5.9

18%

Net profit after tax

1.3

2.0

-34%

Operating expenses

25.1

23.5

7%

Operating cash flow

3.4

(3.4)

-200%

Net debt

7.6

3.9

97%

1

All amounts are in NZ$ unless otherwise indicated.

2

Refer to note B1 of the HY2020 unaudited consolidated financial statements for an explanation of how ‘Non-GAAP Financial Information’

is used, including a definition of ‘Underlying EBITDA’ and reconciliation to NPAT

3 | P a g e

The Directors have declared that no dividend is to be paid for the interim period to 30 September 2019. Rakon

maintains a dividend policy such that it will pay a dividend of up to 50% of the after tax profit, if considered fiscally

appropriate. The payment of dividends is subject to the approval of Rakon’s bank, ASB Bank, under its facility

arrangement.


The Directors declare that the unaudited consolidated interim financial statements on pages 4 to 19 have been

prepared in compliance with applicable Financial Reporting Standards. 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.


-ends-


Brent Robinson

Chief Executive Officer & Managing Director


Contact:

Anand Rambhai (CFO)

09 571 9225


Media Liaison:

Louise Howe

021 206 0985



About Rakon


Rakon is a global high technology company and a world leader in its field. The company designs and manufactures

advanced frequency control and timing solutions. Its three core markets are Telecommunications, Global Positioning

and Space and Defence. Rakon products are found at the forefront of communications where speed and reliability

are paramount. The company’s products create extremely accurate electric signals which are used to generate radio

waves and synchronise time in the most demanding communication applications. Rakon has three manufacturing

plants, and has six research and development centres. Customer support personnel are located in fifteen offices

worldwide. 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, NZX, ticker code RAK.

www.rakon.com














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Unaudited Consolidated Interim Statement of Comprehensive Income

For the period ended 30 September 2019



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

Restated

Unaudited sixUnaudited sixAudited year

months endedmonths endedended

30 September30 September31 March

201920182019

Note $000s$000s$000s

Continuing operations

RevenueB1 d)56,91253,309113,985

Cost of sales(30,652)(28,715)(62,317)

Gross profit26,26024,59451,668

Other operating income81121

Other gains – net29645718

Re-measurement on change in treatment – Thinxtra sharesB4 c)---

Net loss from business combination-(69)-

Operating expensesB2(25,099)(23,492)(47,338)

Operating profit1,1981,6795,169

Finance income8937

Finance costs(532)(186)(571)

Share of net profits of associates and joint venture753570839

Profit before income tax1,4272,0725,474

Income tax expense (8 5 )(45)(2,110)

Net profit for the period1,3422,0273,364

Other comprehensive income

Items that may be reclassified subsequently to profit or loss

Decrease in fair va lue cash flow hedges(3,465)(3,454)(1,812)

Cost of hedging17315431

Increase in fair va lue currency translation differences2,5472,1251,329

Income tax credit relating to components of other comprehensive

income

970967507

Item that will not be reclassified subsequently to profit or loss

Changes in fair va lue of equity investments at fair va lue through other

comprehensive income - Thinxtra

B4 c)133-(454)

Other comprehensive income/(losses) for the period, net of tax 358(208)(399)

Total comprehensive income for the period1,7001,8192,965

Profit attributable to equity holders of the Company1,3422,0273,364

Total comprehensive profit attributable to equity holders of the Company1,7001,8192,965

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

Company from continuing operations

CentsCentsCents

Basic earnings per share0.6 0.9 1.5

Diluted earnings per share0.6 0.9 1.5

5 | P a g e

Unaudited Consolidated Interim Statement of Changes in Equity

For the period ended 30 September 2019


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

Share capital

Retained

earnings

Other reserves

Total equity

Note

$000s

$000s

$000s

$000s

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

Restated net profit after tax for the half year ended 30

September 2018

B4

-

2 ,0 2 7

-

2 ,0 2 7

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

-

2 ,0 2 7

(2 0 8 )

1 ,8 1 9

Balance at 30 September 2018 restated

1 8 1 ,0 2 4

(7 1 ,1 9 2 )

(2 0 ,9 6 2 )

8 8 ,8 7 0

Net profit after tax for the half year ended 31 March 2019

-

1 ,3 3 7

-

1 ,3 3 7

Currency translation differences

-

-

(7 9 6 )

(7 9 6 )

Cash flow hedges, net of tax

-

-

1 ,0 5 9

1 ,0 5 9

Changes in fair value of equity investments at fair value

through other comprehensive income - Thinxtra

-

-

(4 5 4 )

(4 5 4 )

Total comprehensive income for the half year

-

1 ,3 3 7

(1 9 1 )

1 ,1 4 6

Balance at 31 March 2019

1 8 1 ,0 2 4

(6 9 ,8 5 5 )

(2 1 ,1 5 3 )

9 0 ,0 1 6

Net profit after tax for the half year ended 30 September

2019

-

1 ,3 4 2

-

1 ,3 4 2

Currency translation differences

-

-

2 ,5 4 7

2 ,5 4 7

Cash flow hedges, net of tax

-

-

(2 ,3 2 2 )

(2 ,3 2 2 )

Changes in fair value of equity investments at fair value

through other comprehensive income - Thinxtra

-

-

1 3 3

1 3 3

Total comprehensive income for the half year

-

1 ,3 4 2

3 5 8

1 ,7 0 0

Balance at 30 September 2019

1 8 1 ,0 2 4

(6 8 ,5 1 3 )

(2 0 ,7 9 5 )

9 1 ,7 1 6



6 | P a g e


Unaudited Consolidated Interim Balance Sheet

As at 30 September 2019


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

Restated

Unaudited sixUnaudited sixAudited year

months endedmonths endedended

30 September30 September31 March

201920182019

Note$000s$000s$000s

Assets

Current assets

Cash and cash equiva lents5,3502,6294,719

Trade and other receiva bles35,53134,97338,220

Inventories44,79637,44439,310

Deriva tive financial instruments5869307

Financial asset at fair va lue through profit and loss191119

Current income tax asset726820561

Total current assets86,48075,94683,136

Non-current assets

Property, plant and equipment19,52817,24319,394

Intangible assets8,70110,2769,149

Investment in associates 11,3569,95410,399

Right-of-use assetsB98,917--

Trade and other receiva bles2,1862,9592,267

Financial asset at fair va lue through other comprehensive income -

Thinxtra

B44,6825,0044,549

Deriva tive financial instruments75278258

Deferred tax asset7,3248,2097,352

Total non-current assets62,76953,92353,368

Total assets149,249129,869136,504

Liabilities

Current liabilities

Bank overdraftB312,7046,20111,501

BorrowingsB3280294474

Lease liabilitiesB92,530--

Trade and other payables25,35726,16926,398

Provisions257354471

Deriva tive financial instruments3,3811,550945

Deferred consideration on acquisition - Ra kon India1,9381,8321,885

Deferred revenue - Siward-101-

Total current liabilities46,44736,50141,674

Non-current liabilities

Borrowings--412

Lease liabilitiesB96,151--

Provisions3,4153,1002,990

Deriva tive financial instruments1,3181,154343

Deferred tax liabilities2022441,069

Total non-current liabilities11,0864,4984,814

Total liabilities57,53340,99946,488

Net assets91,71688,87090,016

Equity

Share capital181,024181,024181,024

Other reserves(20,795)(20,962)(21,153)

Accumulated losses(68,513)(71,192)(69,855)

Total equity91,71688,87090,016

7 | P a g e

Unaudited Consolidated Interim Statement of Cash Flows

For the period ended 30 September 2019


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

Restated

Unaudited six

Unaudited six

Audited year

months ended

months ended

ended

30 September

30 September

31 March

2019

2018

2019

$000s

$000s

$000s

Operating activities

Cash provided from

Receipts from customers

61,816

54,754

114,974

R&D grants received

1,219

305

1,894

Other income received

(5)

38

58

63,030

55,097

116,926

Cash was applied to

Payment to suppliers and others

(34,515)

(34,598)

(71,695)

Payment to employees

(24,633)

(23,680)

(46,286)

Interest paid

(453)

(140)

(459)

Income tax paid

-

(107)

(254)

(59,601)

(58,525)

(118,694)

Net cash flow from operating activities

3,429

(3,428)

(1,768)

Investing activities

Cash was provided from

Sale of property, plant and equipment

42

16

82

42

16

82

Cash was applied to

Purchase of property, plant and equipment

(2,404)

(2,115)

(6,188)

Purchase of intangibles

(678)

(223)

(720)

Purchase of shares in CRI

-

(5,848)

(5,848)

(3,082)

(8,186)

(12,756)

Net cash flow from investing activities

(3,040)

(8,170)

(12,674)

Financing activities

Cash was applied to

Lease liabilities payments

(1,531)

-

-

Finance lease payments

-

(13)

(24)

Cash was applied to financing activities

(1,531)

(13)

(24)

Net cash flow from financing activities

(1,531)

(13)

(24)

Net decrease in cash and cash equivalents

(1,142)

(11,611)

(14,466)

Effects of exchange rate changes on cash and cash equiva lents

570

499

144

Cash and cash equiva lents at the beginning of the year

(6,782)

7,540

7,540

Cash and cash equivalents at the end of the year

(7,354)

(3,572)

(6,782)

Composition of cash and cash equivalents

Cash and cash equiva lents

5,350

2,629

4,719

Bank overdraft

(12,704)

(6,201)

(11,501)

Total cash and cash equivalents

(7,354)

(3,572)

(6,782)



8 | P a g e


Unaudited Consolidated Interim Statement of Cash Flows

For the period ended 30 September 2019


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

Restated

Unaudited sixUnaudited sixAudited year

months endedmonths endedended

30 September30 September31 March

201920192019

Note$000s$000s$000s

Reconciliation of net profit to net cash flows from operating activities

Reported net profit after tax1,3422,0273,364

Adjustments for

Depreciation and amortisation expense4,3262,7815,802

Increase in estimated doubtful debts--475

Provisions provided(26)-342

Movement in foreign currency450(32)439

Deferred revenue - Siward technology licence agreement--(101)

Share of net profits of associates and joint venture(753)(570)(839)

Deferred tax movement66-231

Gain on disposal of property, plant and equipment(42)(16)(82)

Thinxtra shares – fair value adjustmentB4---

Net loss from business combination-69-

4,0212,2326,267

Change in operating assets and liabilities

Decrease/ (increase) in trade and other receivables3,265(2,268)(5,007)

Decrease in provisions(212)(252)(246)

Increase in inventories(3,986)(7,404)(9,145)

(Decrease)/ increase in trade and other payables(836)2,2782,781

(Decrease)/ increase in tax provisions(165)(41)218

Total impact of changes in working capital items(1,934)(7,687)(11,399)

Net cash flow from operating activities3,429(3,428)(1,768)

9 | P a g e

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.

Certain items in the comparative period to 30 September 2018 have been restated. These relate to the valuation of Rakon’s investment in

Thinxtra Pty Limited. Further details are in note B4 b).

The financial statements have been approved for issue by Rakon’s Board of Directors (‘the Board’) on 19 November 2019.

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.



10 | P a g e


B1 b) Segment results




NZ

UK

France

India

2

China

̶

T

'

maker

1

A

u

s

t

r

a

l

i

a



̶


Thinxtra

6

Other

3

Total

$000s

$000s

$000s

$000s

$000s

$000s

$000s

$000s

Sales to external customers

35,626

-

20,589

697

-

-

-

56,912

Inter-segment sales

354

-

-

11,696

-

-

(23)

12,027

Segment revenue

35,980

-

20,589

12,393

-

-

(23)

68,939

Underlying EBITDA

6,505

857

(2,331)

849

1,387

-

(331)

6,935

Depreciation and amortisation

1,878

321

1,255

837

-

-

35

4,326

Income tax (expense)/credit

67

(107)

16

-

-

-

(61)

(85)

Total assets

4

72,120

3,182

33,456

27,103

11,356

-

2,033

149,249

Investment in associates

-

-

-

-

11,356

-

-

11,356

Additions of property, plant,

equipment and intangibles

1,644

248

188

952

-

-

-

3,032

Total liabilities

5

35,832

1,396

11,512

7,754

-

-

1,040

57,533

Unaudited six months ended 30 September 2019

NZ

UK

France

India

2

C

h

i

n

a



̶

T

'

maker

1

A

u

s

t

r

a

l

i

a



̶


Thinxtra

6

Other

3

Total

Note

$000s

$000s

$000s

$000s

$000s

$000s

$000s

$000s

Sales to external customers

32,726

-

18,603

1,980

-

-

-

53,309

Inter-segment sales

174

-

104

8,288

-

-

-

8,566

Segment revenue

32,900

-

18,707

10,268

-

-

-

61,875

Underlying EBITDA

6,186

848

(3,457)

1,418

1,355

(289)

(182)

5,879

Depreciation and amortisation

1,138

258

900

484

-

-

1

2,781

Income tax (expense)/credit

-

43

16

-

-

-

(104)

(45)

Total assets restated

4

B4

61,327

3,373

32,591

21,177

9,954

-

1,447

129,869

Investment in associates

-

-

-

-

9,954

-

-

9,954

Additions of property, plant,

equipment and intangibles

1,130

271

547

109

-

-

-

2,057

Total liabilities

5

19,631

471

12,743

8,019

-

-

135

40,999

Restated Unaudited six months ended 30 September 2018

NZUKFranceIndia

7

China ̶

T'maker

1

Australia ̶

Thinxtra

6

Other

3

Total

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

Sales to external customers64,376-45,0584,551---113,985

Inter-segment sales285-33---(323)(5)

Segment revenue64,661-45,0914,551--(323)113,980

Underlying EBITDA7,8571,691(1,312)2,6052,136-29313,270

Depreciation and amortisation2,4265151,7751,099--(13)5,802

Income tax (expense)/credit(858)(214)31(420)--(649)(2,110)

Total assets

4

65,7662,14132,12923,08510,399-2,984136,504

Investment in associates----10,399--10,399

Additions of property, plant,

equipment and intangibles

3,1914821,3951,986---7,054

Total liabilities

5

27,3735919,7987,497468-76146,488

Audited year ended 31 March 2019

11 | P a g e

1

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

Co. Limited.

2

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. Subsequent to acquisition, the name

was changed to Rakon India Private Limited.

3

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

Rakon HK 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

Rakon Limited holds a 17.8% interest in Thinxtra Limited, refer note B4.

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


B1 d) Breakdown of revenue by market segment



Restated

Unaudited six

Unaudited six

Audited year

months ended

months ended

ended

30 September

30 September

31 March

2019

2018

2019

Continuing operations

$000s

$000s

$000s

Underlying EBITDA

6,935

5,879

13,270

Depreciation and amortisation

(4,326)

(2,781)

(5,802)

Finance costs – net

(525)

(177)

(534)

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

depreciation

(649)

(648)

(1,120)

Loss on asset sales/disposal

(7)

(20)

(6)

Other non-cash items

(1)

(181)

(334)

Profit before income tax

1,427

2,072

5,474



Income tax expense

(85)

(45)

(2,110)

Net profit for the period

1,342

2,027

3,364



Unaudited six

Unaudited six

Audited year

months ended

months ended

ended

30 September

30 September

31 March

2019

2018

2019

$000s

$000s

$000s

Telecommunications

32,176

24,335

53,599

Global Positioning

9,698

11,397

20,498

Space and Defence

12,258

13,354

31,583

Other

2,780

4,223

8,305

Total revenue by market segment

56,912

53,309

113,985



12 | P a g e


B1 e) 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. Borrowings


In July 2019, facilities with ASB were restructured and the overdraft limit increased from $15.5m to $18.5m until 30 April 2020 when the

limit reduces by $4.5m to $14m. Interest is payable at the ASB Corporate Indicator Rate plus applicable margin. The temporary increase is

for additional working capital to support the growth in the Telecommunications market segment.

The ASB facilities are secured by a general security deed over all the present and future assets and undertakings of the Group with the

exception of Rakon India Private Limited. The Company was in compliance with all financial covenants during the period.

B4. 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.

Rakon was one of the founding members of Thinxtra in 2016 and has a 17.8% ownership interest at 30 September 2019 (September 2018:

21.4%).


Unaudited six

Unaudited six

Audited year

months ended

months ended

ended

30 September

30 September

31 March

2019

2018

2019

$000s

$000s

$000s

Asia

30,470

25,154

53,799

North America

12,546

12,688

25,793

Europe

12,509

14,152

31,671

Others

1,387

1,315

2,722

Total revenue by region

56,912

53,309

113,985

Unaudited sixUnaudited sixAudited year

months endedmonths endedended

30 September30 September31 March

201920182019

$000s$000s$000s

Operating expense by function

Selling and marketing costs5,2144,9459,809

Research and development6,3125,55611,029

General and administration13,57312,99126,500

Total operating expenses25,09923,49247,338

Unaudited sixUnaudited sixAudited year

months endedmonths endedended

30 September30 September31 March

201920182019

$000s$000s$000s

Current

Obligations under finance lease-19405

Other borrowings28027569

Bank overdrafts12,7046,20111,501

Current borrowings12,9846,49511,975

Non-current

Obligations under finance lease--412

Non-current borrowings--412

13 | P a g e

B4 a) Loss of significant influence and fair value re-measurement (1 June 2018)

On 1 June 2018 Rakon lost significant influence in Thinxtra and ceased equity accounting the investment. In accordance with NZ IAS 28

Investments in Associates and Joint Ventures at 1 June 2018, the investment held was initially measured at fair value of $12.2m and a gain

of $7.2m recognised in profit and loss. In determining the fair value at 1 June 2018, the Directors obtained an independent valuation report

and adopted the lowest valuation in the range given in that report. In determining a valuation range the independent valuation report relied

on the October 2017 capital raise which was oversubscribed and the subsequent sale of 199,763 shares by Rakon in November 2017 to

those who missed out on the capital raise. Further, effective 1 June 2018, the Group elected to present subsequent changes in fair value of

its investment in Thinxtra in other comprehensive income. These amounts were presented in the unaudited consolidated interim financial

statements of the Group for the six months ended 30 September 2018.

B4 b) Initial fair value at 1 June 2018, as disclosed in the unaudited 30 September 2018 interim financial

statements and subsequently restated in the 31 March 2019 Annual Report

Upon re-examining the information available, the Directors considered the 1 June 2018 valuation of $12.2m (which relied on the

independent valuation report which was based on a historical capital raise and limited external transactions dating back to October and

November 2017), was not appropriate and should be restated. Accordingly, this valuation was reassessed resulting in a revised valuation of

$5.0m of the investment at 1 June 2018 and the reversal of the previously recognised gain of $7.2m.

Valuation methodology and key inputs

In undertaking the restated fair value assessment as at 1 June 2018, it was considered that one single valuation method would not provide

an appropriate result. Accordingly, the Directors used a range of valuation techniques which provide different scenario outcomes. These

outcomes have then been assigned a probability based on the available information and Directors’ judgement.

The methodology, key inputs and overall outcome is summarised as follows:


The valuation was based on Rakon having a 14% shareholding which assumed all existing share options were exercised and all shares were

issued under the capital raise offer that was open at the time.

The valuation was between A$5.25 and A$6.52 per share with a value of A$5.89 per share resulting in a restated valuation of $5.0m at 1

June 2018. This is also consistent with the equity accounted value of the investment as at 1 June 2018.

Sensitivities on key input

The Directors recognise that the valuation outcomes under each technique are dependent on assumptions used. The following table

provides an analysis of the impact on the final valuation where key assumptions are changed as described in b) to c) below.


Sensitivities on probability weightings assigned

The Directors recognise that the final valuation is dependent on probabilities assigned to the scenario under each valuation technique used.

The following table provides an analysis of the impact on the final

valuation where the probability weightings are changed.

To provide an indication about the reliability of the inputs used in

determining fair value, the Directors classified the fair valuation of

Thinxtra investment as a level 3 investment. 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.


Valuation TechniqueIndicative ViewProbability Assigned

A: Discounted cash flow (discount rate 30.5%)Most likely75%

B: Last successful capital raise, October 2017 which raised A$20m at A$15.47 per sharePossible25%

Scenario

Assumptions changes

Valuation NZ$

change

a) Base case valuation

base case

5.0

b) DCF

Cash flow is 50% lower than forecast

3.7

(1.3)

c) DCF

Discount rate is 5% higher

4.2

(0.8)

An opposite change in assumptions would have the equal but opposite effect on the valuation.



14 | P a g e


Impact of restatement on 30 September 2018 financial statements






The correction further affected some amounts disclosed in note B1 b), where total assets for 30 September 2018 was decreased by

$7,172,000, and note B1 c) was restated as follows:




Unaudited Consolidated Interim Statement of Comprehensive Income

For the peri od ended 30 September 2018

Adjustment

As restated

$000s

$000s

$000s

Re-measurement on change in treatment – Thinxtra shares

7,172

(7,172)

-

Operating profit

8,851

(7,172)

1,679

Profit before income tax

9,244

(7,172)

2,072

Net profit for the period

9,199

(7,172)

2,027

Total comprehensive income for the period

8,991

(7,172)

1,819

Profit attributable to equity holders of the Company

9,199

(7,172)

2,027

Total comprehensive profit attributable to equity holders of the Company

8,991

(7,172)

1,819

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

continuing operations

Cents

Cents

Cents

Bas i c earni ngs per s hare

4.1

(3.2)

0.9

Di l uted earni ngs per s hare

4.0

(3.1)

0.9

As previously

stated

Unaudited Consolidated Interim Balance Sheet

As at 30 September 2018

Adjustment

As restated

$000s

$000s

$000s

Fi nanci al asset at fai r val ue through other comprehensi ve i ncome - Thi nxtra

12,176

(7,172)

5,004

Total non-current assets

61,095

(7,172)

53,923

Total assets

137,041

(7,172)

129,869

Net assets

96,042

(7,172)

88,870

Accumul ated l osses

(64,020)

(7,172)

(71,192)

Total equity

96,042

(7,172)

88,870

As previously

stated

Unaudited Consolidated Interim Statement of Cash Flows

For the peri od ended 30 September 2018

As previously

stated

Adjustment

As restated

$000s

$000s

$000s

Reconciliation of net profit to net cash flows from operating activities

Reported net profit after tax

9,199

(7,172)

2,027

Following adjustments

Thi nxtra shares - fai r val ue adjustment

(7,172)

7,172

-

Total items cash flow adjusted for

(4,940)

7,172

2,232

Reconciliation of Underlying EBITDA to net profit for the period

As at 30 September 2018

As previously

stated

Adjustment

As restated

Continuing operations

$000s

$000s

$000s

Underl yi ng EBITDA

5,879

-

5,879

Re-measurement on change i n treatment - Thi nxtra shares

7,172

(7,172)

-

Profit before income tax

9,244

(7,172)

2,072

Net profit for the period

9,199

(7,172)

2,027

15 | P a g e

B4 c) Subsequent capital raise offers by Thinxtra between September 2018 and March 2019

In September 2018 Thinxtra announced a new capital raise offer aimed at raising A$20m. This offer was not filled with the main impediments

being; the offer price was out of alignment with the maturity of the business; there were anti-dilution rights held by existing security holders

which were an impediment to any new investors; and Thinxtra’s two main shareholders elected not to participate in the capital raise

offering.

A revised limited special offer was announced in March 2019 to raise A$4m. This was expected to allow Thinxtra to sufficiently develop its

business in preparation for additional funding to be raised through equity, debt or merger & acquisition activity to allow it to achieve break-

even. The Directors determined that Rakon would not participate in the March 2019 special offer due to the requirement to prioritise spend

in its core business. This capital raise was successful and A$5m was raised. In the Directors’ view this was a special offer with a placement

discount and was not indicative of the fair value of the Company.

B4 d) Valuation of the investment in Thinxtra at 31 March 2019

As set out below, the Directors have determined the valuation range of Thinxtra at 31 March 2019, with a value recognised of $4.6m. In

forming this view, it was recognised that there is a high level of volatility and judgement required in valuing Thinxtra given its early stage of

business; the new and developing IoT market and ecosystem in which it operates; the volatility in prices achieved by historic capital raises,

it being a private company investment; and the track record of the Company achieving its forecast performance.

Valuation methodology and key inputs

Consistent with the revised valuation approach adopted at 1 June 2018, in undertaking the fair value assessment, and given the range of

potential outcomes, it was considered that one single valuation method would not provide an appropriate result. Accordingly, the Directors

used a range of valuation techniques which provide different scenario outcomes. These outcomes have then been assigned a probability

based on the available information and Directors’ judgement. The methodology, key inputs and overall outcome is summarised as follows:


The valuation was based on Rakon having an 11% shareholding which assumed all existing share options were exercised and all shares were

issued under the capital raise offer that was open at the time.

The resultant valuation was between A$4.83 and A$6.11 per share with a value of A$5.47 adopted in the 31 March 2019 financial

statements. This has resulted in fair value of $4.6m at 31 March 2019 with the reduction of $0.4m since 1 June 2018 being reflected in other

comprehensive income.

Sensitivities on key inputs

The Directors recognise that the valuation outcomes under each technique are dependent on assumptions used. The following table

provides an analysis of the impact on the final valuation where key assumptions are changed as described in b) to d) below:


Sensitivities on probability weightings assigned

The Directors recognise that the final valuation is dependent on probabilities assigned to the scenario under each valuation technique used.

The following table provides an analysis of the impact on the final valuation where the probability weightings are changed.

To provide an indication about the reliability of the inputs

used in determining fair value, the Directors classified the

fair valuation of Thinxtra investment as a level 3 investment.

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.


B4 e) Valuation of the investment in Thinxtra at 30 September 2019

As set out below, the Directors have determined the valuation range of Thinxtra at 30 September 2019, with a value recognised of $4.7m.

The methodology and overall outcome is consistent with what was adopted in the 31 March 2019 Annual Report. In forming this view, it

was recognised that there is a high level of volatility and judgement required in valuing Thinxtra given its early stage of business; the new

and developing IoT market and ecosystem in which it operates; the volatility in prices achieved by historic capital raises, it being a private

company investment; and the track record of the Company achieving its forecast performance. The Directors reviewed all the available

information to date including Thinxtra’s audited financial statements, current capital raise activity and other shareholder communications.

Valuation methodology and key inputs

Valuation Technique

Indicative View

Probability Assigned

A: Discounted cash flow (discount rate 20.5%)

Likely

40%

B: Last successful capital raise, March 2019 which raised A$5m at A$3 per share

Likely

30%

C: Replacement cost of assets

Likely

30%

ScenarioAssumptions changesValuation NZ$change

a) Base case valuationbase case4.6

b) Discounted cash flowCash flow is 50% lower than forecast3.4(1.1)

c) Discounted cash flowDiscount rate is 10% higher3.0(1.5)

d) Replacement costReplacement cost is 20% lower3.8(0.8)

Valuation TechniqueBase case

Alternate

case

change in

valn NZ$m

A: Discounted cash flow40%30%

B: Last capital raise April 201930%50%

C: Replacement cost30%20%

100%100%

Valuation NZ$4.64.0(0.6)



16 | P a g e


In undertaking the fair value assessment, given the range of potential outcomes, it was considered that one single valuation method would

not provide an appropriate result. Accordingly, the Directors have used a range of valuation techniques which provide different scenario

outcomes. These outcomes have then been assigned a probability based on the available information and Directors’ judgement. The

methodology, key inputs and overall outcome is summarised as follows:


The valuation was based on Rakon having an 11% shareholding which assumed all existing share options were exercised and all shares were

issued under the capital raise offer that was open.

The resultant valuation was between A$4.83 and A$6.11 per share with a value of A$5.47 adopted in the 30 September 2019 financial

statements. The NZD movement in carrying value between March 2019 and September 2019 is due to changes in the NZD/AUD exchange

rate.

Sensitivities on key inputs

The Directors recognise that the valuation outcomes under each technique are dependent on assumptions used. The following table

provides an analysis of the impact on the final valuation where key assumptions are changed as described in b) to d) below:


Sensitivities on probability weightings assigned

The Directors recognise that the final valuation is dependent on probabilities assigned to the scenario under each valuation technique used.

The following table provides an analysis of the impact on the final valuation where the probability weightings are changed.

To provide an indication about the reliability of the inputs used

in determining fair value, the Directors classified the fair

valuation of Thinxtra investment as a level 3 investment.

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.


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.

The carrying amounts of amount of the equity-accounted investments are reviewed at each balance date to determine whether there is

any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated being the higher of an asset’s fair

value less costs to sell and the asset’s value in use. An impairment loss is recognised whenever the carrying amount of an asset exceeds its

recoverable amount. Impairment losses are recognised in the statement of comprehensive income.


Valuation Technique

Indicative View

Probability Assigned

A: Discounted cash flow (discount rate 20.5%)

Likely

40%

B: Last successful capital raise, March 2019 which raised A$5m at A$3 per share

Likely

30%

C: Replacement cost of assets

Likely

30%

Scenario

Assumptions changes

Valuation NZ$

change

a) Base case valuation

base case

4.7

b) Discounted cash flow

Cash flow is 50% lower than forecast

3.5

(1.2)

c) Discounted cash flow

Discount rate is 10% higher

3.1

(1.6)

d) Replacement cost

Replacement cost is 50% lower

3.9

(0.8)

Valuation Technique

Base case

Alternate

case

change in

valn NZ$m

A: Discounted cash flow

40%

30%

B: Last capital raise April 2019

30%

50%

C: Replacement cost

30%

20%

100%

100%

Valuation NZ$

4.7

4.1

(0.6)

17 | P a g e

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.



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.

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. Prior to the acquisition, CRI, was a joint venture.

3

Due to loss of significant influence, on 1 June 2018, the investment in Thinxtra Pty Limited (‘Thinxtra') was reclassified as a financial asset

at fair value through other comprehensive income, refer note B4.

B6. Contingencies

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

B7. Events after reporting date

The final payment of US$1.375m in relation to the acquisition of the remaining 51% of Centum Rakon India Private Limited, a previously

held joint venture was made in October 2019. Refer note B6 in the 31 March 2019 audited consolidated financial statements.

There have been no other subsequent events after 30 September 2019.

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 Listing Rules.

These consolidated interim financial statements for the half-year reporting period ended 30 September 2019 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 available-for-sale financial assets, financial assets and

liabilities (including derivative instruments) – measured at fair value.

Unaudited six

Unaudited six

Audited year

months ended

months ended

ended

30 September

30 September

31 March

2019

2018

2019

Chengdu Timemaker Crystal Technology

Co. Ltd

1

Associate

China

40%

40%

40%

Shenzhen Taixiang Wafer Co. Ltd

1

Associate

China

40%

40%

40%

Name of entity

% of ownership interest

Country of

incorporation

Nature of

relationship

Unaudited six

Unaudited six

Audited year

Unaudited six

Unaudited six

Audited year

months ended

months ended

ended

months ended

months ended

ended

30 September

30 September

31 March

30 September

30 September

31 March

2019

2018

2019

2019

2018

2019

$000s

$000s

$000s

$000s

$000s

$000s

Chengdu Timemaker Crystal Technology

Co. Limited

1

10,917

9,531

9,974

Shenzhen Taixiang Wafer Co. Limited

1

439

423

425

Total Timemaker Group

11,356

9,954

10,399

753

781

1,050

Thinxtra Pty Limited

3

-

-

-

-

(287)

(287)

Total carrying amount of associates

11,356

9,954

10,399

753

494

763

Centum Rakon India Private Limited

2

-

-

-

-

76

76

Total carrying amount of equity

accounted associates and joint venture

11,356

9,954

10,399

753

570

839

Net investment

Equity accounted profits/(losses)



18 | P a g e


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 2019 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 2019 except for the adoption of new and amended standards as set out below.

B8 a) New and amended standards adopted by the Group

NZ IFRS 16 Leases

The Group leases various properties, equipment and cars. Lease terms are negotiated on an individual basis and contain a wide range of

different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for

borrowing purposes. Until 31 March 2019, leases of property, plant and equipment were classified as either finance or operating leases.

The Group has adopted IFRS 16 retrospectively from 1 April 2019, but has not restated comparatives for the 31 March 2019 reporting

period, as permitted under the specific transitional provisions in the standard. The reclassifications and the adjustments arising from the

new leasing rules are therefore recognised in the opening balance sheet on 1 April 2019.

Adjustments recognised on adoption of IFRS 16

On adoption of IFRS 16, the Group recognised lease liabilities in relation to leases which had previously been classified as operating leases

under the principles of IAS 17 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted

using the lessee’s incremental borrowing rate as of 1 April 2019, and which ranged between 4.32% and 6.88%. The Group has chosen the

option to measure the right-of-use asset at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease

payments recognized immediately before the date of initial application.

Lease liability recognised as at 1 April 2019




The change in accounting policy affected the following items in the balance sheet on 1 April 2019:


 Right-of-use assets: increase by $10,213,000

 Prepayments: decrease by $536,000

 Borrowings: decrease by $617,000

 Lease liabilities: increase by $10,213,000


The net impact on retained earnings on 1 April 2019 was an increase of $122,000.

Unaudited six

months ended

30 September

At 1 April 20192019

$000s$000s

Represented by

Current lease liability 2,4152,530

Non-current lease liability7,7986,151

Total lease liability10,2138,681

The recognised right-of-use assets relate to the following types of assets

Unaudited six

months ended

30 September

At 1 April 20192019

$000s$000s

Properties8,8297,819

Equipment1,073865

Motor vehicle311233

Total right-of-use assets10,2138,917

19 | P a g e

The Underlying EBITDA, segment assets and segment liabilities for September 2019 all increased as a result of the change in accounting

policy which are detailed below.


In applying IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard:

 the use of a single discount rate to a portfolio of leases with reasonably similar characteristics

 reliance on previous assessments on whether leases are onerous

 the accounting for operating leases with a remaining lease term of less than 12 months as at 1 April 2019 as short-term leases

 the exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application, and

 the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

The Group has also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts

entered into before the transition date the Group relied on its assessment made applying IAS 17 and IFRIC 4 Determining whether an

Arrangement contains a Lease.

$000s$000s$000s

NZ8745,8265,617

UK77866860

France4531,8401,821

India85235234

Other57150149

1,5468,9178,681

Segment

liabilities

Adjusted

EBITDA

Segment

assets

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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