Exhibit 99.2
The Stromag Business
Unaudited Interim Combined Financial Statements
For the six months ended 30 June 2016 and 30 June 2015
Page 1 of 10
COMBINED INCOME STATEMENT
FOR THE SIX MONTHS ENDED 30 JUNE 2016 AND 30 JUNE 2015
| | | | | | Unaudited | |
| | Notes | | | First half | | | First half | |
| | | | | | 2016 | | | 2015 | |
| | | | | | €000 | | | €000 | |
| | | | | | | | | | | | |
Sales | | | 1 | | | | 67,431 | | | | 68,033 | |
| | | | | | | | | | | | |
Operating profit | | | 1 | | | | 4,337 | | | | 2,981 | |
| | | | | | | | | | | | |
Interest payable | | | | | | | (662 | ) | | | (788 | ) |
Interest receivable | | | | | | | 247 | | | | 210 | |
Other net financing charges | | | 3 | | | | (155 | ) | | | (118 | ) |
Net financing costs | | | | | | | (570 | ) | | | (696 | ) |
| | | | | | | | | | | | |
Profit before taxation | | | | | | | 3,767 | | | | 2,285 | |
| |
Taxation | | | 4 | | | | (1,495 | ) | | | (956 | ) |
Profit after taxation for the period | | | | | | | 2,272 | | | | 1,329 | |
COMBINED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 30 JUNE 2016 AND 30 JUNE 2015
| | | | | | Unaudited | |
| | Notes | | | First half | | | First half | |
| | | | | | 2016 | | | 2015 | |
| | | | | | €000 | | | €000 | |
Profit after taxation for the period | | | | | | | 2,272 | | | | 1,329 | |
Other comprehensive income | | | | | | | | | | | | |
Items that may be reclassified to profit or loss | | | | | | | | | | | | |
Currency variations – arising in period | | | | | | | (1,104 | ) | | | 1,204 | |
Taxation | | | 4 | | | | 11 | | | | (22 | ) |
| | | | | | | (1,093 | ) | | | 1,182 | |
Items that will not be reclassified to profit or loss | | | | | | | | | | | | |
Remeasurement of defined benefit plans | | | | | | | (1,007 | ) | | | 66 | |
Taxation | | | 4 | | | | 311 | | | | (20) | |
| | | | | | | (696 | ) | | | 46 | |
Other comprehensive (expense) / income for the period | | | | | | | (1,789 | ) | | | 1,228 | |
| | | | | | | | | | | | |
Total comprehensive income for the period | | | | | | | 483 | | | | 2,557 | |
Page 2 of 10
COMBINED STATEMENT OF CHANGES IN INVESTED CAPITAL
FOR THE SIX MONTHS ENDED 30 JUNE 2016 AND 30 JUNE 2015
| | | | | | Unaudited Total | |
| | | | | | invested | |
| | | | | | capital | |
| | Notes | | | €000 | |
At 1 January 2016 | | | | | | | 132,856 | |
Profit for the period | | | | | | | 2,272 | |
Other comprehensive expense | | | | | | | (1,789 | ) |
Total comprehensive income | | | | | | | 483 | |
Transactions with owners of the Stromag Business | | | 5 | | | | 2,134 | |
At 30 June 2016 | | | | | | | 135,473 | |
| | | | | | | | |
At 1 January 2015 | | | | | | | 136,151 | |
Profit for the period | | | | | | | 1,329 | |
Other comprehensive income | | | | | | | 1,228 | |
Total comprehensive income | | | | | | | 2,557 | |
Transactions with owners of the Stromag Business | | | 5 | | | | (7,002 | ) |
At 30 June 2015 | | | | | | | 131,706 | |
Page 3 of 10
COMBINED BALANCE SHEET
AT 30 JUNE 2016 AND 30 JUNE 2015
| | | | | | Unaudited | | | | | |
| | Notes | | | 30 June | | | 31 December | |
| | | | | | 2016 | | | 2015 | |
| | | | | | €000 | | | €000 | |
Assets | | | | | | | | | | | | |
Non-current assets | | | | | | | | | | | | |
Goodwill | | | | | | | 86,785 | | | | 86,973 | |
Other intangible assets | | | | | | | 58,100 | | | | 61,507 | |
Property, plant and equipment | | | 7 | | | | 21,605 | | | | 22,060 | |
Other receivables and investments | | | | | | | 9,884 | | | | 9,884 | |
Deferred tax assets | | | | | | | 1,642 | | | | 1,518 | |
| | | | | | | 178,016 | | | | 181,942 | |
Current assets | | | | | | | | | | | | |
Inventories | | | | | | | 23,400 | | | | 23,178 | |
Trade and other receivables | | | | | | | 28,993 | | | | 23,884 | |
Current tax assets | | | | | | | 101 | | | | - | |
Cash and cash equivalents | | | | | | | 1,382 | | | | 1,455 | |
Other financial assets | | | 8 | | | | 2,816 | | | | 2,784 | |
| | | | | | | 56,692 | | | | 51,301 | |
Total assets | | | | | | | 234,708 | | | | 233,243 | |
| | | | | | | | | | | | |
Liabilities | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | |
Borrowings | | | | | | | - | | | | (403 | ) |
Other financial liabilities | | | 8 | | | | (30,533 | ) | | | (30,272 | ) |
Trade and other payables | | | | | | | (21,489 | ) | | | (21,440 | ) |
Current tax liabilities | | | | | | | (478 | ) | | | (505 | ) |
Provisions | | | | | | | (2,166 | ) | | | (1,525 | ) |
| | | | | | | (54,666 | ) | | | (54,145 | ) |
Non-current liabilities | | | | | | | | | | | | |
Deferred tax liabilities | | | | | | | (19,659 | ) | | | (20,835 | ) |
Trade and other payables | | | | | | | - | | | | (161 | ) |
Provisions | | | | | | | (10,922 | ) | | | (11,891 | ) |
Post-employment obligations | | | | | | | (13,988 | ) | | | (13,355 | ) |
| | | | | | | (44,569 | ) | | | (46,242 | ) |
Total liabilities | | | | | | | (99,235 | ) | | | (100,387 | ) |
| | | | | | | | | | | | |
Net assets | | | | | | | 135,473 | | | | 132,856 | |
| | | | | | | | | | | | |
Total invested capital | | | | | | | 135,473 | | | | 132,856 | |
The financial statements on pages 2 to 9 were approved by the Board of Directors of GKN Industries Limited and authorised for issue on 15 March 2017. They were signed on its behalf by:
Adam Walker, Director
Page 4 of 10
COMBINED CASH FLOW STATEMENT
FOR THE SIX MONTHS ENDED 30 JUNE 2016 AND 30 JUNE 2015
| | | | | | Unaudited | |
| | Notes | | | First half | | | First half | |
| | | | | | 2016 | | | 2015 | |
| | | | | | €000 | | | €000 | |
Cash flows from operating activities | | | | | | | | | | | | |
Cash generated from operations | | | 6 | | | | 2,352 | | | | 9,242 | |
Interest received | | | | | | | 130 | | | | 153 | |
Interest paid | | | | | | | (483 | ) | | | (569 | ) |
Tax paid | | | | | | | (2,949 | ) | | | (3,746 | ) |
| | | | | | | (950 | ) | | | 5,080 | |
Cash flows from investing activities | | | | | | | | | | | | |
Purchase of property, plant and equipment | | | | | | | (890 | ) | | | (1,206 | ) |
Purchase of intangible assets | | | | | | | (91 | ) | | | (134 | ) |
Proceeds from sale and realisation of fixed assets | | | | | | | 324 | | | | 524 | |
| | | | | | | (657 | ) | | | (816 | ) |
Cash flows from financing activities | | | | | | | | | | | | |
Proceeds from borrowing facilities | | | | | | | 229 | | | | 291 | |
Dividends paid to the owners of the Stromag Business | | | 5 | | | | - | | | | - | |
| | | | | | | 229 | | | | 291 | |
Movement in cash and cash equivalents | | | | | | | (1,378 | ) | | | 4,555 | |
Cash and cash equivalents at the beginning of the period | | | | | | | 1,052 | | | | 1,025 | |
Currency variations | | | | | | | 1,708 | | | | (4,805 | ) |
Cash and cash equivalents at the end of the period | | | 6 | | | | 1,382 | | | | 775 | |
Page 5 of 10
NOTES TO UNAUDITED INTERIM COMBINED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED 30 JUNE 2016 AND 30 JUNE 2015
The Stromag Business has not historically operated on a stand-alone basis and accordingly did not have a chief operating decision maker. As a consequence, limited segmental information is provided.
| | Germany | | | France | | | USA | | | Other | | | Total | |
| | €000 | | | €000 | | | €000 | | | €000 | | | €000 | |
FIRST HALF 2016 (unaudited) | | | 38,644 | | | | 12,902 | | | | 8,014 | | | | 7,871 | | | | 67,431 | |
| | | | | | | | | | | | | | | | | | | | |
FIRST HALF 2015 (unaudited) | | | 38,119 | | | | 12,885 | | | | 7,748 | | | | 9,281 | | | | 68,033 | |
| | Germany | | | France | | | USA | | | Other | | | Total | |
| | €000 | | | €000 | | | €000 | | | €000 | | | €000 | |
FIRST HALF 2016 (unaudited) | | | | | | | | | | | | | | | | | | | | |
Trading profit before depreciation, impairment and amortisation | | | 5,586 | | | | 1,810 | | | | 878 | | | | 1,102 | | | | 9,376 | |
Depreciation and impairment of property, plant and equipment | | | (1,125 | ) | | | (186 | ) | | | (151 | ) | | | (86 | ) | | | (1,548 | ) |
Amortisation of operating intangible assets | | | (69 | ) | | | - | | | | - | | | | (8 | ) | | | (77 | ) |
Amortisation of non-operating intangible assets | | | (3,414 | ) | | | - | | | | - | | | | - | | | | (3,414 | ) |
| | | 978 | | | | 1,624 | | | | 727 | | | | 1,008 | | | | 4,337 | |
| | | | | | | | | | | | | | | | | | | | |
FIRST HALF 2015 (unaudited) | | | | | | | | | | | | | | | | | | | | |
Trading profit before depreciation, impairment and amortisation | | | 4,029 | | | | 2,117 | | | | 1,450 | | | | 1,964 | | | | 9,560 | |
Depreciation and impairment of property, plant and equipment | | | (1,133 | ) | | | (480 | ) | | | (217 | ) | | | (139 | ) | | | (1,969 | ) |
Amortisation of operating intangible assets | | | (89 | ) | | | - | | | | - | | | | (7 | ) | | | (96 | ) |
Amortisation of non-operating intangible assets | | | (3,414 | ) | | | - | | | | - | | | | - | | | | (3,414 | ) |
| | | (607 | ) | | | 1,637 | | | | 1,233 | | | | 1,818 | | | | 4,081 | |
Page 6 of 10
NOTES TO UNAUDITED INTERIM COMBINED FINANCIAL STATEMENTS (continued)
FOR THE SIX MONTHS ENDED 30 JUNE 2016 AND 30 JUNE 2015
These interim condensed combined financial statements for the six months ended 30 June 2016 have been prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting. These financial statements have been prepared on a going concern basis. These financial statements are unaudited and provide an update of previously reported information and should be read in conjunction with the audited combined financial statements for the year ended 31 December 2015, which were prepared in accordance with International Financial Reporting Standards as issued by the IASB (“IFRS”).
At the date of authorization of these financial statements, the following standards which have not been applied in these financial statements were in issue but not yet effective:
| • | IFRS 9 Financial Instruments (effective from 1 January 2018); |
| • | IFRS 15 Revenue from contracts with customers (effective from 1 January 2018); and |
| • | IFRS 16 Leases (effective from 1 January 2019) |
These standards and other revisions to standards and interpretations which have an implementation date in 2017 or thereafter are still being assessed.
The Stromag Business does not specifically encounter cyclical activities.
Accounting policies
The accounting policies and methods of presentation applied in these financial statements are the same as those applied in the audited combined financial statements for the years ended 31 December 2015 and 2014.
Significant judgements, key assumptions and estimates
The Stromag Business’ significant accounting policies are set out in the audited combined financial statements for the year ended 31 December 2015. The preparation of financial statements, in conformity with International Financial Reporting Standards, requires the use of estimates, subjective judgement and assumptions. The Directors base these estimates, judgements and assumptions on a combination of past experience, professional expert advice and other evidence that is relevant to the particular circumstance.
Accounting policies where the Directors consider the more complex estimates, judgements and assumptions have to be made are those in respect of post-employment obligations, taxation, provisions and impairment of non-current assets. Details of the principal estimates, judgements and assumptions are set out in notes 19, 5, 16 and 8 of the audited combined financial statements for the year ended 31 December 2015 as updated in these financial statements.
Page 7 of 10
NOTES TO UNAUDITED INTERIM COMBINED FINANCIAL STATEMENTS (continued)
FOR THE SIX MONTHS ENDED 30 JUNE 2016 AND 30 JUNE 2015
3Other net financing charges
| | Unaudited | |
| | First half | | | First half | |
| | 2016 | | | 2015 | |
| | €000 | | | €000 | |
Interest charge on net defined benefit plans | | | (155 | ) | | | (118 | ) |
Other net financing charges | | | (155 | ) | | | (118 | ) |
Tax included in the income statement
| | Unaudited | |
| | First half | | | First half | |
| | 2016 | | | 2015 | |
Analysis of charge in period | | €000 | | | €000 | |
Current tax charge | | | | | | | | |
Current year charge | | | (2,128 | ) | | | (2,215 | ) |
Adjustments in respect of prior years | | | (340 | ) | | | (414 | ) |
| | | (2,468 | ) | | | (2,629 | ) |
Deferred tax credit | | | | | | | | |
Origination and reversal of temporary differences | | | 973 | | | | 1,565 | |
Adjustments in respect of prior years | | | - | | | | 108 | |
| | | 973 | | | | 1,673 | |
Total tax charge for the year | | | (1,495 | ) | | | (956 | ) |
(b) | Tax included in other comprehensive income |
| | Unaudited | |
| | First half | | | First half | |
| | 2016 | | | 2015 | |
| | €000 | | | €000 | |
| | | | | | | | |
Deferred tax on post-employment obligations | | | 311 | | | | (20) | |
Current tax on foreign currency gains and losses on intra-group funding | | | 5 | | | | (6 | ) |
Deferred tax on foreign currency gains and losses on intra-group funding | | | 6 | | | | (16 | ) |
| | | 322 | | | | (42 | ) |
5 | Transactions with the owners of the Stromag Business |
There were no dividends paid during the period from legal entities in the deal perimeter to other entities in the GKN group (first half 2015: nil).
Other transactions with the owner of the Stromag Business primarily represent movements on cash pool arrangements administered by entities within the GKN group but outside of the deal perimeter.
Page 8 of 10
NOTES TO UNAUDITED INTERIM COMBINED FINANCIAL STATEMENTS (continued)
FOR THE SIX MONTHS ENDED 30 JUNE 2016 AND 30 JUNE 2015
6 | Cash flow reconciliations |
| | Unaudited | |
| | First half | | | First half | |
| | 2016 | | | 2015 | |
| | €000 | | | €000 | |
Cash generated from operations | | | | | | | | |
Operating profit | | | 4,337 | | | | 2,981 | |
Adjustments for: | | | | | | | | |
Depreciation, impairment and amortisation of fixed assets | | | | | | | | |
Depreciation | | | 1,548 | | | | 1,969 | |
Amortisation | | | 77 | | | | 96 | |
Amortisation of non-operating intangible assets arising on business | | | | | | | | |
combinations | | | 3,414 | | | | 3,414 | |
Net profits on sale and realisation of fixed assets | | | (65 | ) | | | (257 | ) |
Movement in post-employment obligations | | | (529 | ) | | | (496 | ) |
Change in recharges payable | | | (903 | ) | | | 961 | ) |
Change in inventories | | | (245 | ) | | | 723 | |
Change in trade and other receivables | | | (4,979 | ) | | | (2,063 | ) |
Change in trade and other payables and provisions | | | (303 | ) | | | 1,914 | |
| | | 2,352 | | | | 9,242 | |
Movement in net debt | | | | | | | | |
Movement in cash and cash equivalents | | | (1,378 | ) | | | 4,555 | |
Net movement in other borrowings and deposits | | | (229 | ) | | | (291 | ) |
Currency variations | | | 1,708 | | | | (4,804 | ) |
Movement in period | | | 101 | | | | (540 | ) |
Net debt at beginning of period | | | (26,436 | ) | | | (25,814 | ) |
Net debt at end of period | | | (26,335 | ) | | | (26,354 | ) |
| | Unaudited | | | | | |
| | | | | | | | |
| | First half | | | Full Year | |
| | 2016 | | | 2015 | |
| | €000 | | | €000 | |
Reconciliation of cash and cash equivalents | | | | | | | | |
Cash and cash equivalents per balance sheet | | | 1,382 | | | | 1,455 | |
Bank overdrafts included within "current liabilities - borrowings" | | | - | | | | (403 | ) |
Cash and cash equivalents per cashflow | | | 1,382 | | | | 1,052 | |
The fair values of most financial instruments approximate to carrying value either due to the short-term maturity of the instruments or because interest rates are reset frequently.
Analysis of net debt
| | Unaudited | | | | | |
| | First half | | | Full Year | |
| | 2016 | | | 2015 | |
| | €000 | | | €000 | |
Bank overdrafts | | | - | | | | (403 | ) |
Other financial liabilities | | | (30,533 | ) | | | (30,272 | ) |
Borrowings | | | (30,533 | ) | | | (30,675 | ) |
Cash and cash equivalents | | | 1,382 | | | | 1,455 | |
Other financial assets | | | 2,816 | | | | 2,784 | |
Net debt | | | (26,335 | ) | | | (26,436 | ) |
| (i) | All borrowings are at variable interest rates. |
| (ii) | Other financial assets and liabilities represent amounts owed to GKN group companies, outside the Stromag Business, and are of a financing nature under loan arrangements which are repayable on demand and have variable interest rates. |
Page 9 of 10
NOTES TO UNAUDITED INTERIM COMBINED FINANCIAL STATEMENTS (continued)
FOR THE SIX MONTHS ENDED 30 JUNE 2016 AND 30 JUNE 2015
7 | Property, plant and equipment (unaudited) |
During the period ended 30 June 2016 asset additions were €1,430,000 (first half 2015: €1,012,000). Assets with a carrying value of €256,000 were disposed of during the period ended 30 June 2016 (first half 2015: €222,000).
8 | Related party transactions (unaudited) |
In the ordinary course of business, sales and purchases of goods, trademark licence and service agreements costs have taken place between the Stromag Business and other subsidiaries of the GKN group, priced on an ‘arm’s length’ basis. The Stromag Business also had certain loan arrangements with the GKN group. There have been no significant changes in the nature of transactions between the Stromag Business and other subsidiaries of the GKN group that have materially affected the financial statements in the period.
At 30 June 2016, the Stromag Business had a loan receivable from other subsidiaries of the GKN group of €2,816,000 (31 December 2015: €2,784,000), bearing a principle interest rate of 2.2% (31 December 2015: 2.2%). In addition there was a loan payable of €30,533,000 (31 December 2015: €30,272,000), with a principle interest rate of 2.2% (31 December 2015: 2.2%).
Page 10 of 10