
Released: 11 March 2025
Full Year Results
2024
Strong execution and
Adjusted EBIT margin expansion in a challenging
market
TI Fluid Systems plc ("The
Group"), a global industry leader in highly engineered automotive
fluid storage, carrying and delivery systems and thermal management
products and systems, announces its results for the year ended
31 December 2024.
€ millions
|
|
|
|
Adjusted Measures*
|
2024
|
2023
|
Change
|
Constant Currency Change
|
Revenue
|
3,360.3
|
3,516.2
|
(4.4)%
|
(3.5)%
|
Adjusted EBIT
|
260.8
|
259.6
|
+0.5%
|
+1.9%
|
Adjusted EBIT Margin %
|
7.8%
|
7.4%
|
+40bps
|
|
Adjusted Net Income
|
136.7
|
132.8
|
+2.9%
|
|
Adjusted Basic Earnings per Share
(€ cents)
|
27.2
|
25.8
|
+5.7%
|
|
Adjusted Free Cash Flow
|
113.0
|
140.7
|
(19.7)%
|
|
|
|
|
|
|
Statutory Measures
|
2024
|
2023
|
Change
|
|
Revenue
|
3,360.3
|
3,516.2
|
(4.4)%
|
|
Operating Profit
|
132.4
|
195.8
|
(32.4)%
|
|
Profit for the Year
|
32.5
|
83.6
|
|
|
Basic Earnings per Share (€
cents)
|
6.4
|
16.2
|
|
|
Dividend per Share (€
cents)**
|
2.40
|
6.83
|
|
|
*Adjusted measures are non - IFRS
metrics and reconciled in Note 4 and defined in
the glossary in Note 16
**2024 consists of a 2.40 € cents
interim dividend paid in September; given the pending acquisition
by ABC Technologies, the Board is not recommending a final dividend
for 2024
Full year 2024 financial performance
•
|
Revenue declined 3.5% at constant
currency
· EMEA
revenue increased 3.1%, well ahead of a declining market and
including a circa 160 basis points contribution from last year's
acquisition of Cascade Engineering Europe
· Revenue in Asia Pacific reduced by 7.7% driven by China where
revenue performance was slightly better than the reduction in
Global OEM volumes as 2023 and 2024 launches with Local OEMs ramped
up
· Americas revenue declined 8.1% as a result of destocking by a
large OEM and a circa 350 basis points headwind from the previously
announced exit of an unprofitable product line
|
•
|
Strong Adjusted EBIT margin
expansion, up 40 basis points, driven by productivity and
efficiency initiatives which intensified in the second half as well
as continuing commercial activities
|
•
|
Statutory Operating Profit 32%
lower due to higher restructuring costs in response to a weakening
market and an exceptional non-cash write-down of intangible assets
relating to the Americas product line exit
|
•
|
Adjusted Basic EPS increased
6%, reflecting strong operational
execution and financial discipline
|
•
|
Adjusted Free Cash Flow conversion
of 29% in line with guidance, reflecting good progress with working
capital management in the second half
|
•
|
Adjusted
ROCE1 remains strong at 26.8% (2023: 27.6%) demonstrating our
ability to deploy capital effectively to create value
|
Delivering on our strategy for sustainable and profitable
growth:
•
|
Bookings remained strong at €2.7
billion (2023: €3.0 billion), including €1.1 billion of EV awards,
despite tender delays as customers revised their electrification
plans
|
•
|
Significant progress with product
development, successfully finalising and launching new product
lines that will underpin the Group's EV strategy
|
•
|
Continued progress in China
including eight new awards with the largest Chinese OEM and 66
launches, close to two thirds with local OEMs
|
•
|
Fifth and final e-Mobility
Innovation Centre opened in North America
|
•
|
Largest cash return to
shareholders in a single year since initial public offering in
2017, with €69.2 million returned via dividends and share buyback
programme
|
•
|
Strong balance sheet maintained,
with net leverage of 1.6x Adjusted EBITDA1 at year end (2023:
1.5x)
|
•
|
Further footprint optimisation,
with three facilities closed and others downsized to adapt to
customer needs and support progress towards our mid-term,
double-digit Adjusted EBIT margin target
|
•
|
Significant reduction in Scope 1
& 2 carbon emissions, down 28% compared to 2021 baseline (2023:
15% reduction) and 15% lower year on year
|
•
|
Pending acquisition by ABC
Technologies expected to complete during H1 2025
|
Hans Dieltjens, Chief Executive Officer and President,
commented:
"We have delivered a strong margin
performance and strategic progress despite multiple external
headwinds, demonstrating the strengths of our propulsion agnostic
portfolio and our Taking-the-Turn strategy. Our financial
performance was driven by relentless commercial execution and the
benefits of our intensified productivity and efficiency measures.
We also continued to successfully execute our strategic priorities
by further investing in our EV growth opportunities and maximising
our conventional portfolio. It has been a privilege to lead TI, and
I would like to thank colleagues across the business for their
continued hard work and contribution to our success over the last
three years. Together we have accelerated our transition to
electrification and ensured TI is well-positioned to continue to
deliver on its vision and create value for all stakeholders as part
of an enlarged group."
Notes
1 Adjusted EBITDA, net
leverage and Adjusted ROCE defined in Note 16 in the
glossary
Enquiries
TI Fluid Systems plc
|
Headland Consultancy
|
Kellie McAvoy
|
Matthew Denham
|
Investor Relations
|
Chloe Francklin
|
Tel: +44 1865 871 820
|
Tel: +44 20 3805 4822
|
Chief Executive Officer's statement
In 2024, we delivered strong
Adjusted EBIT margin expansion and robust free cash flow thanks to
the team's relentless focus on operational execution to overcome
external headwinds. We also continued to invest in EV growth and
deliver strong bookings whilst benefiting from our conventional
portfolio. Our performance and progress in the year reflect the
strengths of our propulsion agnostic portfolio and our
Taking-the-Turn strategy for a successful transition to
electrification. I am proud to say that we ended 2024 on track,
delivering on our vision and creating value for all
stakeholders.
2024: excellent operational execution driving strong progress
in a challenging market
Our 2024 performance demonstrates
TI's fundamental strengths and resilience, underpinned by a
propulsion agnostic portfolio and diversified geographic and
customer mix. Our success in delivering further margin expansion
despite external headwinds from lower industry volumes, persistent
labour inflation, customer-specific destocking, slower EV growth
and the continued rise of the Chinese Local OEMs ("LOEMs") is
testament to the entire team's commitment to driving productivity
and efficiency. I would like to thank them all.
2024 financial performance: strong Adjusted EBIT margin
expansion
Group revenue declined 4.4% year
on year to €3,360.3 million (2023: €3,516.2 million). At constant
currency, revenue declined 3.5%, or 3.0% excluding the Cascade
acquisition and a planned product line exit in the Americas. This
compares to a 2.2% TIFS' weighted market production decline, and a
1.1% reduction in global light vehicle production in the
year.
· EMEA:
revenue increased 3.1% at constant currency,
including a circa 160 basis points contribution from the Cascade
Engineering Europe acquisition. Growth was well ahead of light
vehicle production volumes, which declined 4.5%. Fuel tanks and
delivery systems delivered strong revenue growth. In the second
half, demand for thermal products for EVs also increased as
customers ramped up BEV production ahead of 2025 European CO2
emissions standards.
· Asia Pacific:
revenue declined 7.7% at constant currency
compared to a light vehicle production increase of 0.1%. Excluding
China, revenue in the region was broadly flat at constant currency.
As expected, revenue was lower in China, but slightly better than
the reduction in Global OEM production, particularly in Q4, as
revenues continued to ramp up on our 2023 and 2024 launches with
LOEMs. We also launched circa 66 programmes during 2024, almost two
thirds of which were with LOEMs.
· Americas:
revenue was 8.1% lower at constant currency
compared to a 0.9% reduction in light vehicle production. As
expected, the exit of a less profitable product line reduced
constant currency revenue by circa 350 basis points. Destocking by
the region's largest OEM customer was also a significant headwind.
Tanks and brake lines delivered good growth, whilst demand for
thermal products was significantly weaker.
One of the key financial
highlights of the year was the continued expansion of the Group's
Adjusted EBIT margin, with a 40 basis points year-on-year increase
to 7.8% (2023: 7.4%) representing further progress towards our
double-digit mid-term target. Through disciplined financial
execution, we converted a 0.5% increase in Adjusted EBIT into 5.7%
growth in Adjusted EPS.
Statutory Operating Profit was
€132.4 million (2023: €195.8 million), down year on year
primarily due to an exceptional charge related to the closure of
the Group's manufacturing facility in Ligonier and the associated
exit of the powertrain business at this location, as well as higher
restructuring costs.
2024 cash generation reflected a
strong second half despite continued volatility in customer
production schedules. Adjusted Free Cash Flow conversion of 29% of
Adjusted EBITDA was in-line with guidance. We maintained a strong
balance sheet with year end net leverage of 1.6x Adjusted EBITDA
(2023: 1.5x) whilst also returning a total of €69.2 million in cash
to shareholders through dividends and our share buyback programme.
This represents the Group's largest cash return to shareholders in
a single year since its initial public offering in 2017.
Our industry
Global light vehicle production
("GLVP") in 2024 declined 1.1% year-on-year to 89.5 million units
(2023: 90.5 million). Forecasts were steadily downgraded through
the year, largely driven by a slowdown in BEV production and
destocking in North America. Volumes were weaker in the second half
in particular, down 2.0%. The changing composition of GLVP provided
an additional headwind, with the largest volume reductions in
Europe and North America, partially offset by higher volumes at
LOEMs in China.
The industry transition to
electrification continued, but at a slower pace than previously
expected. BEV production increased 13% in 2024, well below earlier
projections - as recently as January 2024, the industry expected
just over 30% growth in BEV volumes.
Looking ahead, industry forecasts
anticipate a broadly flat GLVP in 2025 before the industry returns
to growth in 2026 and 2027. The transition to EV is set to
continue, and by 2030, industry forecasts expect BEV penetration of
38% (2024: 15%); PHEV & HEV of 23% (2024: 14%) and ICE of 39%
(2024: 71%). Hybrids are now expected to play a much larger role in
the transition coupled with a slower pace of decline in ICE vehicle
production. Since August 2023, industry forecasts for 2025-30 BEV
production have reduced by 41 million units, PHEV and HEV unit
forecasts have increased by 24 million units and ICE unit forecasts
have also increased by 13 million. Industry forecasts also indicate
increasing demand for range extender BEVs which utilise a small
combustion engine for battery charging. Whilst some of these
developments create short-term volatility and uncertainty, a number
also play directly to TI's strengths. Our propulsion agnostic
portfolio means we are well-positioned to capture the resulting
opportunities.
Taking-the-Turn: delivering on our strategy for long-term,
profitable growth
I am delighted with our strategic
progress in 2024 as we balanced investment in electrification
opportunities whilst also maximising our conventional portfolio.
This is particularly true of product development where we
successfully finalised and launched new product lines that will
underpin our EV strategy. A key highlight is our SPT 2.0 fuel tank,
a new and highly successful range of fuel tanks for plug-in hybrids
which was validated by awards received from some of the largest EV
manufacturers in China. We also completed the development of our
electric coolant pump ("eCP") and installed our first manufacturing
line in China ahead of industrialisation and launch in 2025. These
are just a few examples how we continue to progress our strategic
vision.
As part of our Taking-the-Turn
strategy, we set clear financial targets in 2023 based on
delivering revenue growth and a return to double-digit Adjusted
EBIT margins in the mid-term.
· Revenue growth: 2026 target of €3.8-4.2 billion; 2030 target
of >€4.5 billion.
· Return to double-digit Adjusted EBIT margins in the
mid-term.
· Attractive shareholder value creation: targeting Adjusted
Free Cash Flow Conversion of 30% and leverage of 1.5x to underpin
returns, including a progressive dividend.
We also aim to become a more
sustainable business, with 2030 targets for a 50% reduction in
Scope 1 & 2 carbon emissions, and a 30% reduction in Scope 3 as
compared with a 2021 baseline.
Sustainable revenue growth: investing in our long-term EV
future and capitalising on short-term
opportunities
The changing shape and pace of the
transition has increased the opportunities for conventional
products for ICE vehicles. This was reflected in 2024 revenue and
bookings. At the same time, we have continued to make progress
against our key strategic pillars, including continued investment
in the Group's future long-term EV growth.
Our product portfolio means that
we are ideally placed to benefit from the slower than expected
decline in ICE vehicle production and associated platform
extensions. During 2024, we delivered good growth in revenue from
fuel tanks and delivery systems in the Americas and Europe,
including for ICE. The increasing role for PHEVs and range extender
EVs in the transition is also creating new opportunities for our
conventional products, including our market-leading tanks
technology. Some of the strongest growth in PHEV production is
expected to be in China. Through developing innovative, cost
competitive tanks such as our SPT 2.0, we are very well positioned
to capitalise on this trend to improve our position with Chinese
LOEMs.
We maintained our focus on
bookings, and total bookings for 2024 remained strong at €2.7
billion (2023: €3.0 billion) despite a reduction in bidding
opportunities. Bookings demonstrated a clear shift to ICE, whilst
BEV and PHEV platforms available to bid were materially smaller
than expected due to delays to tenders as customers revised their
plans in relation to electrification. We delivered strong growth in
bookings for ICE vehicles in the Americas, whilst BEV awards and
EMEA were weaker. ICE bookings represented over half of total
awards in the period. BEV awards were €0.5 billion (2023: €1.3
billion), whilst HEV awards were €0.6 billion (2023: €0.8
billion).
We also continued to drive
progress against our key pillars for growth in an EV world -
expanding our fluid handling business for EVs, strengthening our
position in Modules & Systems for EVs, and enhancing our
position in China. Longer-term, the transition to BEVs represents a
tremendous opportunity for our fluid handling products,
particularly lines and connectors. We estimate that BEVs require
4-5x as many connectors and 2-4x as many coolant lines versus a
comparable ICE vehicle.
We therefore continued to invest
in products and initiatives that will drive future EV growth. This
includes opening our fifth and final e-Mobility Innovation Centre
('eMIC') in the US in the middle of the year. Our eMICs are a
differentiator in winning new thermal management business for EVs
by providing customers with one-stop shops to tackle their thermal
management challenges and accelerate speed to market. We also
continued to invest in product innovation, and our new electric
valve and eCP will increase our BEV content and strengthen our
position in Modules & Systems.
In China, we continued to enhance
our position with the LOEMs, leveraging our long history in China
and strong market positions with GOEMs. Around half of our bookings
and close to two thirds of the 66 launches in the period were with
LOEMs. We also made important progress with the largest LOEM, with
eight awards in total for brake lines and tanks for BEV and PHEV
platforms in the year.
Strong margin expansion and further progress towards a
double-digit Adjusted EBIT margin
2024 represented further progress
towards achieving our double-digit Adjusted EBIT margin target. The
Group's 40 basis points margin expansion was primarily driven by
self-help initiatives, which more than compensated for lower
volumes and labour inflation. Productivity contributed 130 basis
points to the margin and commercial activities also played an
important role.
Productivity and efficiency have
always been part of the Group's DNA. Our programme for driving
operational excellence and cost competitiveness is anchored in
clear, simple metrics and dashboards with live data so we can
actively manage performance. We entered 2024 fully focused on
productivity and with many actions already underway. In response to
weakening market conditions, we took additional actions in the
second half, including short-term measures on headcount and fixed
costs as well as accelerated restructuring. Purchasing has played
an important role throughout 2024, driven by benchmarking,
consolidating product lines, further localisation and leveraging
our scale. Our operational efficiency programme consists of many
small initiatives which are powerful when taken as a
whole.
Finally, we continued to optimise
our footprint, closing three facilities and downsizing other
locations. In response to lower short-term industry forecasts, we
have temporarily increased our investment in restructuring to €37.4
million (2023: €13.4 million), largely related to headcount and
footprint optimisation.
A
more sustainable business
Safety remains our number one
priority as we continue to focus on continuous improvement of
health and safety. Having already rolled out our ISO 45001
Occupational Health & Safety Management System to manufacturing
sites, we further progressed this process for our eMICs, test
centres and selected warehouses. We are also rolling out Behaviour
Based Safety programmes to drive a safety-first culture focused on
prevention where all employees go home safe. Our LTI rate of 1.76
represented a significant year-on-year improvement (2023: 3.0), and
we continue to increase our efforts to drive further
progress.
Sustainability remains at the
heart of our purpose, commercial strategy and how we run our
business. Our products are at the heart of this, as we develop new,
cleaner technologies to support customers in producing greener
vehicles. Our revenue mix remains broadly in line with the industry
and we continue to invest in product innovation and development.
Our new electric coolant pump is on track to enter production in
the first half of 2025. This will complete our product portfolio
for Modules & Systems, which in turn offer BEV manufacturers
weight and efficiency gains. Our new pressurised SPT 2.0 fuel tank
for PHEVs caters directly to the increasing role hybrids are
expected to play in the transition. By adapting an existing
technology, we have developed a tank that can withstand higher
pressures and at a lower cost whilst also minimising evaporative
emissions.
We also continued to improve our
own environmental footprint, increasing our use of renewable energy
and energy efficiency. We achieved a significant step change in
reducing Scope 1 & 2 emissions (tonnes of CO2 equivalent) which
are now 28% lower than our 2021 baseline (2023: 15% lower), and 15%
lower year-on-year. Development of our life cycle analysis and
mapping of product carbon footprint in the period will also help us
to define Scope 3 carbon emission reduction actions. We are on
track to deliver our planned 50% reduction in Scope 1 & 2
emissions by 2030.
People
During 2024, I was delighted to
complete our Executive Committee with one external appointment and
two internal promotions. Julien Plenchette joined TI in April as
President for the Americas region whilst Renee McLeod and Samantha
Bellis were promoted to the Executive Committee in their respective
roles of Chief Human Resources Officer in June and Vice President,
Operational Excellence in September. All three bring a wealth of
experience and track record in the automotive industry, and I am
proud to lead an Executive Committee with a wide range of skills
and deep automotive experience gained both within TI and at other
leading organisations in our sector.
Our regional structure has bedded
down well and is delivering the expected financial and operational
benefits, ensuring our leaders are better placed to adapt to the
diverging dynamics across their individual markets. This structure
has enabled us to remove a global layer, reducing cost and
enhancing the regions' ability to respond to local dynamics quickly
and decisively. I believe this has played an important role in
2024, and that it will continue to be a differentiator in a market
undergoing rapid change and deglobalisation.
Talent remains a key priority,
including developing, retaining and promoting talent from within.
At the same time, we seek to bring valuable new skills into the
Group through select external appointments. During 2024, we
intensified our focus on career and skills development within TI,
including a review of high potential talent at the executive level
as well as investing in upskilling in engineering and continuous
improvement. As a result, we have a well-balanced leadership
team, with a mix of experienced TI leaders and external appointees
with a broad range of skills and diversity of
experience.
Returns to shareholders
During 2024, we returned a total
of €69.2 million to shareholders (2023: €26.1 million). This
consisted of €34.7 million in respect of the 2023 final dividend
and 2024 interim dividend and €34.5 million on buying back shares.
The €40 million share buyback programme announced in August 2023
was completed in October. Given the pending acquisition of TI by
ABC Technologies, the Board is not recommending a final dividend
for 2024.
Outlook
I am very proud of what we have
achieved in 2024, and our continued progress in a challenging
market is testament to the strength of our market-leading
positions, resilience and ability to adapt to changing market
conditions.
Looking ahead to 2025, subject to
receiving the requisite regulatory approvals and court approval of
the scheme of arrangement, TI will enter a new chapter in its
history as part of a larger, combined group with ABC Technologies.
Assuming completion as anticipated, this transaction will bring
together two complementary businesses and create an opportunity to
accelerate TI's strategic development. The transaction would also
result in a larger, more diversified business with more
opportunities for employees, a broader range of products and
customers and better positioned to navigate industry
challenges.
It has been a privilege to lead
TI, and I would like to thank colleagues across the business for
their hard work and contribution to our success over the last three
years. Together we have accelerated our transition to
electrification and ensured TI is well-positioned to continue to
deliver on its vision and create value for all stakeholders. I am
confident that the business has an exciting future ahead as part of
a larger group.
Hans Dieltjens
Chief Executive Officer and
President
10 March 2025
Chief Financial Officer's report
Strong financial performance in a challenging
market
We delivered a strong 2024
financial performance despite weakening industry volumes,
particularly in the second half, and persistent labour inflation.
By concentrating on self-help measures and factors within our
control, we successfully expanded our Adjusted EBIT margin by 40
basis points to 7.8% (2023: 7.4%) despite a 3.5% decline in revenue
at constant currency. Moreover, Adjusted EPS increased 5.7%,
demonstrating our financial discipline as we reduced interest
costs, maintained an Adjusted effective tax rate below 30% and
completed our €40 million share buyback programme. Our capital
allocation policy continued to deliver attractive shareholder
returns, with a total cash return of €69.2 million representing the
Group's largest in a single year since its
initial public offering in 2017.
Adjusted cash conversion of 29% of
Adjusted EBITDA was in line with guidance and reflects good
progress with working capital management in the second half. We
also maintained our strong balance sheet and returns profile, with
year-end net debt / Adjusted EBITDA of 1.6x (2023: 1.5x) and
Adjusted Return on Capital Employed of 26.8% (2023:
27.6%).
Key financial highlights
|
Adjusted
|
Statutory
|
|
2024
|
2023
|
Change
|
Change
at
constant
currency
|
2024
|
2023
|
Change
|
Revenue
|
€3,360.3m
|
€3,516.2m
|
(4.4)%
|
(3.5)%
|
€3,360.3m
|
€3,516.2m
|
(4.4)%
|
EBITDA
|
€394.9m
|
€393.0m
|
+0.5%
|
+1.7%
|
|
|
|
EBIT/Operating profit
|
€260.8m
|
€259.6m
|
+0.5%
|
+1.9%
|
€132.4m
|
€195.8m
|
|
EBIT margin
|
7.8%
|
7.4%
|
+40bps
|
|
|
|
|
Profit for the Year
|
€136.7m
|
€132.8m
|
+2.9%
|
|
€32.5m
|
€83.6m
|
|
Basic EPS
|
27.2c
|
25.8c
|
+5.7%
|
|
6.4c
|
16.2c
|
|
Dividend per share*
|
2.40c
|
6.83c
|
n/a
|
|
2.40c
|
6.83c
|
|
Free Cash Flow
|
€113.0m
|
€140.7m
|
(19.7)%
|
|
|
|
|
ROCE
|
26.8%
|
27.6%
|
(80)bps
|
|
|
|
|
Net debt: Adjusted
EBITDA
|
1.6x
|
1.5x
|
+0.1x
|
|
|
|
|
*Interim dividend of 2.40 Euro
cents paid in-line with the Group's adoption of a progressive
dividend policy in 2023; given the pending acquisition by ABC
Technologies, the Board is not recommending a final dividend for
2024
Revenue performance
Group revenue for the year ended
31 December 2024 was €3,360.3 million (2023: €3,516.2 million),
4.4% lower year-on-year, partly due to a 90 basis points foreign
exchange headwind from the Euro against most key currencies. At
constant currency, revenue declined 3.5%, or 3.0% excluding the
Cascade acquisition and the product line exit in the Americas. This
was slightly lower than TIFS' weighted market production, which
declined 2.2% as compared with a 1.1% decline in global light
vehicle production.
Revenue by region €m
|
2024
|
2023
|
Change
|
Constant
currency
change
|
Light
vehicle production growth
|
EMEA
|
1,418.7
|
1,375.3
|
+3.2%
|
+3.1%
|
(4.5)%
|
Asia Pacific
|
978.8
|
1,087.5
|
(10.0)%
|
(7.7)%
|
0.1%
|
Americas
|
962.8
|
1,053.4
|
(8.6)%
|
(8.1)%
|
(0.9)%
|
Total Group revenue
|
3,360.3
|
3,516.2
|
(4.4)%
|
(3.5)%
|
(1.1)%
|
Adjusted EBIT margin
The Group uses several financial
measures to manage the business, including Adjusted EBIT, which is
a non-IFRS measure, but which has been consistently used by the
Group to monitor and measure the underlying operating performance
of the business. This ensures that decisions taken align with the
Group's long-term interests. The metrics are also used in
certain of our compensation plans and to communicate to our
investors. A reconciliation between the reported and adjusted
measures is shown in Note 4.
One of the key financial
highlights of the year was the continued recovery of the Group's
Adjusted EBIT margin, which increased 40 basis points to 7.8%
(2023: 7.4%) despite lower revenue. This improvement was driven
mainly by operational and productivity initiatives which
intensified in the second half in response to weaker market
volumes. Continuing commercial activities also contributed. EMEA
delivered significant Adjusted EBIT margin expansion of 210 basis
points reflecting good revenue growth and a strong productivity
focus. In the Americas, we succeeded in offsetting the impact of
lower revenue through productivity initiatives to maintain a
broadly flat Adjusted EBIT margin. In Asia Pacific, the Adjusted
EBIT margin declined 100 basis points due to lower volumes in China
where Global OEM production declined by 16% and which was partially
offset by productivity actions. Group Adjusted EBIT was slightly
higher year-on-year, up 0.5% to €260.8 million (2023: €259.6
million).
Adjusted EBIT and Adjusted EBIT margin by region
€m
|
2024
|
2023
|
|
Adj.
EBIT €m
|
Adj.
EBIT %
|
Adj.
EBIT change
|
Adj.
EBIT €m
|
Adj.
EBIT %
|
EMEA
|
97.2
|
6.9%
|
+210
bps
|
66.5
|
4.8%
|
Asia Pacific
|
88.6
|
9.1%
|
(100)
bps
|
109.7
|
10.1%
|
Americas
|
75.0
|
7.8%
|
(10)
bps
|
83.4
|
7.9%
|
Total Group
|
260.8
|
7.8%
|
+40 bps
|
259.6
|
7.4%
|
Reconciliation of Adjusted EBIT to Statutory Operating
Profit
Statutory Operating Profit was
€132.4 million (2023: €195.8 million), down year on year
primarily due to an exceptional charge related to the closure of
the Group's manufacturing facility in Ligonier and the associated
exit of the powertrain business at this location, as well as higher
restructuring costs as described further below. Key adjusting items
excluded from Adjusted EBIT but included in Statutory Operating
Profit are below.
|
2024
€m
|
2023
€m
|
Statutory Operating
Profit
|
132.4
|
195.8
|
Restructuring costs
|
37.4
|
13.4
|
Exceptional items before
tax
|
40.6
|
-
|
Depreciation and amortisation on
purchase accounting
|
41.9
|
45.5
|
Costs associated with the
potential acquisition of the Group
|
5.5
|
-
|
Other
|
3.0
|
4.9
|
Adjusted EBIT
|
260.8
|
259.6
|
Adjusting items include a €37.4
million restructuring cost (2023: €13.4 million) related to
activity to drive efficiency, optimise our footprint and adjust our
workforce as we adapt to the constantly evolving needs of our
customers. The increase in restructuring costs compared to 2023
relates to elevated activity in response to the softening of
industry volumes. The majority of these costs were cash related. We
also incurred an exceptional item before tax of €40.6 million
(2023: €nil) related to the planned exit of an unprofitable product
line, the majority of which relates to the non-cash write-down of
intangible assets related to the Millenium acquisition. The largest
adjusting item relates to non-cash depreciation and amortisation on
purchase accounting, mainly relating to Bain's acquisition of the
Group in 2015. Costs of €5.5 million were incurred in respect of
the pending acquisition by ABC Technologies. Other items of €3.0
million (2023: €4.9 million) consist primarily of net foreign
exchange losses.
Net finance expense
Net finance expense reduced year
on year to €68.5 million (2023: €74.7 million). This reflects the
full year impact of the August 2023 term loan repayment and the
benefit of lower interest rates on interest costs, partially offset
by higher costs related to lease interest.
Effective tax rate
The Group's adjusted income tax
expense was €55.4 million (2023: €52.0 million), with the
Adjusted Effective Tax Rate slightly higher year on year at 28.8%
(2023: 28.1%) on Adjusted profit before tax of €192.3 million
(2023: €184.9 million). This reflects the significant improvement
in the Group's profitability in the last two years together with
the work undertaken in 2023 to address historical one-off factors
driving a higher effective tax rate. Including the effect of
adjusting items, the Group's statutory income tax expense was €31.4
million (2023: €37.5 million).
Earnings per share
Consistent with the definition of
Adjusted EBIT, Adjusted Net Income and Adjusted EPS are non-IFRS
measures which are used by the Group to monitor and measure the
underlying operating performance of the business, and ensuring that
decisions taken align with the Group's long-term interests.
The metrics are also used in certain of our compensation plans
and to communicate to our investors. A reconciliation between the
reported and adjusted measures is shown in Note 4.
In 2024, Adjusted Net Income
increased 2.9% to €136.7 million (2023: €132.8 million). Growth in
Adjusted EPS also reflects a lower number of shares as a result of
the share buyback, up 5.7% to 27.2 Euro cents (2023: 25.8 Euro
cents). The weighted average number of shares for 2024
was 502.0 million (2023: 515.6 million).
On a statutory basis, the Group's
Profit for the Year was €32.5 million (2023: €83.6 million),
resulting in Basic Earnings per Share (EPS) of 6.4 Euro cents for
the year (2023: 16.2 Euro cents).
Adjusted Free Cash Flow conversion
|
2024
€m
|
2023
€m
|
Net cash generated from operating
activities
|
213.1
|
236.1
|
Net cash used in investing
activities
|
(130.4)
|
(131.9)
|
Free cash flow
|
82.7
|
104.2
|
Net restructuring cash
spend
|
25.8
|
14.3
|
Purchase of subsidiary net of cash
acquired
|
0.3
|
18.6
|
Costs associated with business
acquisitions or disposals
|
1.0
|
2.4
|
Cash spend associated with the
potential acquisition of the Group
|
2.9
|
-
|
Costs associated with 'SaaS'
arrangements
|
0.3
|
1.2
|
Adjusted Free Cash Flow
|
113.0
|
140.7
|
Adjusted Free Cash Flow, the
Group's primary operating measure of cash flow performance, was
€113.0 million (2023: €140.7 million). This represents Adjusted
Free Cash Flow conversion of 29% of Adjusted EBITDA (2023: 36%), in
line with guidance and the Group's circa 30% target. This reflects
a strong second half performance on working capital management. For
the full year, our working capital ratio was 10.4% (2023: 8.7%),
with a working capital outflow of €14.3 million (2023: €11.1
million outflow) due to higher inventory. Group tax payments
decreased to €58.8 million (2023: €66.5 million).
Our capex needs remain modest, at
4.3% of revenue in 2024 (2023: 3.5%). Total capex invested,
including capitalised R&D, was €145.7 million (2023: €124.4
million), largely consisting of maintenance capex and investment to
support the launch of a significant number of new customer
programmes. The net cash outflow on restructuring was €25.8 million
(2023: €14.3 million), higher year on year as discussed above, and
largely related to severance payments.
Free cash flows of €82.7 million
(2023: €104.2 million) were offset by financing cash outflows of
€104.3 million (2023: €162.5 million). Financing cash outflows
include a total dividend cash outflow of €34.7 million (2023: €19.8
million), a further €34.5 million outflow to complete the share
buyback programme announced in August 2023 (2023: €6.3 million),
and lease principal repayments of €29.0 million (2023: €30.0
million).
Adjusted return on capital employed (ROCE)
The Group's Adjusted ROCE remains
at a very strong level of 26.8% (2023: 27.6%), slightly lower as
compared to 2023 due to a number of factors, including higher net
debt as described below. This demonstrates the Group's discipline
in deploying capital effectively to maximise value
creation.
Returns for shareholders
Following the Group's revised
capital allocation policy and adoption of a progressive dividend
policy, on 13 September 2024, a 2024 interim dividend of €11.9
million (2023: €11.8 million) or 2.40 Euro cents (2.04 pence) per
ordinary share (2023: 2.30 Euro cents or 1.96 pence) was paid.
Given the pending acquisition by ABC Technologies, the Board is not
recommending a final dividend for 2024.
The Group completed its €40
million share buyback programme which commenced in October 2023,
with €34.5 million used to acquire shares in the year. Over the
course of the buy-back programme, 24.1 million shares were
purchased at an average price of 141.79 pence share and
cancelled.
Balance sheet and liquidity
Net debt at 31 December 2024 was
€619.2 million (2023: €595.0 million). At year end, the
Group's net leverage ratio remained in line with our circa 1.5x
target at 1.6x Adjusted EBITDA (2023: 1.5x), slightly above 2023
due to higher net debt.
Total available liquidity (cash
plus available facilities) on 31 December 2024 was €686.8
million (2023: €616.2 million).
The Group excludes IFRS 16 lease
liabilities from its net debt and leverage ratio. If these were
included, net debt would be €783.3 million (2023: €727.5
million) and net leverage would be 2.0x Adjusted EBITDA (2023:
1.9x).
The Group operates funded and
unfunded defined benefit schemes across multiple territories. All
major plans are closed to new entrants, but a few allow for future
accrual. Schemes are subject to periodic actuarial valuations. As
at 31 December 2024, the Group's net liability position was €90.2
million (2023: €103.9 million) with the reduction in liability
largely driven by the US funded pension plan which benefited from
higher discount rates and employer contributions.
Alexander De Bock
Chief Financial Officer
10 March 2025
TABLE OF CONTENTS
GROUP FINANCIAL STATEMENTS
|
|
|
Consolidated Income
Statement
|
|
|
Consolidated Statement of
Comprehensive Income
|
|
|
Consolidated Balance
Sheet
|
|
|
Consolidated Statement of Changes
in Equity
|
|
|
Consolidated Statement of Cash
Flows
|
|
NOTES TO THE GROUP FINANCIAL STATEMENTS
|
|
|
1
|
General Information
|
|
|
2
|
Basis of Preparation
|
|
|
3
|
Segment Reporting
|
|
|
4
|
Adjusting items and alternative
performance measures
|
|
|
5
|
Exceptional items
|
|
|
6
|
Finance Income and
Expense
|
|
|
7
|
Income Tax
|
|
|
8
|
Earnings Per Share
|
|
|
9
|
Intangible Assets
|
|
|
10
|
Impairments
|
|
|
11
|
Acquisition
|
|
|
12
|
Borrowings
|
|
|
13
|
Retirement Benefit
Obligations
|
|
|
14
|
Provisions
|
|
|
15
|
Cash Generated from
Operations
|
|
|
16
|
Glossary of terms
|
|
Group Financial Statements
Consolidated Income Statement
For the year ended 31 December 2024
|
|
2024
|
2024
|
2024
|
2023
|
|
|
Before exceptional
items
|
Exceptional items (Note
5)
|
After exceptional
items
|
Before
and after exceptional items
|
Continuing operations
|
Note
|
€m
|
€m
|
€m
|
€m
|
Revenue
|
|
3,360.3
|
-
|
3,360.3
|
3,516.2
|
Cost of sales
|
|
(2,963.5)
|
(19.2)
|
(2,982.7)
|
(3,059.0)
|
Gross profit
|
|
396.8
|
(19.2)
|
377.6
|
457.2
|
Distribution costs
|
|
(105.7)
|
-
|
(105.7)
|
(109.9)
|
Administrative expenses
|
|
(121.8)
|
(21.4)
|
(143.2)
|
(155.9)
|
Net foreign exchange
losses
|
|
(2.6)
|
-
|
(2.6)
|
(0.2)
|
Other gains and losses
|
|
6.3
|
-
|
6.3
|
4.6
|
Operating profit
|
|
173.0
|
(40.6)
|
132.4
|
195.8
|
Finance income
|
6
|
9.1
|
-
|
9.1
|
7.6
|
Finance expense
|
6
|
(77.6)
|
-
|
(77.6)
|
(82.3)
|
Net finance expense
|
6
|
(68.5)
|
-
|
(68.5)
|
(74.7)
|
Profit before income tax
|
|
104.5
|
(40.6)
|
63.9
|
121.1
|
Income tax expense
|
7
|
(35.9)
|
4.5
|
(31.4)
|
(37.5)
|
Profit for the year
|
|
68.6
|
(36.1)
|
32.5
|
83.6
|
Profit for the year attributable
to:
|
|
|
|
|
|
Owners of the Parent
Company
|
|
68.4
|
(36.1)
|
32.3
|
83.5
|
Non-controlling
interests
|
|
0.2
|
-
|
0.2
|
0.1
|
|
|
68.6
|
(36.1)
|
32.5
|
83.6
|
Total earnings per share (Euro, cents)
|
|
|
|
|
|
Basic
|
8
|
|
|
6.43
|
16.19
|
Diluted
|
8
|
|
|
6.35
|
16.11
|
Refer to Note 4 for reconciliation to alternative performance measures
(APMs).
Consolidated Statement of Comprehensive
Income
For the year ended 31 December 2024
|
|
2024
|
2023
|
|
Note
|
€m
|
€m
|
Profit for the year
|
|
32.5
|
83.6
|
Other comprehensive income
|
|
|
|
Items that will not be
reclassified to profit or loss
|
|
|
|
- Re-measurements of retirement
benefit obligations
|
13
|
9.0
|
0.8
|
- Income tax expense on retirement
benefit obligations
|
7
|
(2.3)
|
(0.7)
|
|
|
6.7
|
0.1
|
Items that may be
subsequently reclassified to profit or loss
|
|
|
|
- Currency translation
|
|
18.8
|
(54.1)
|
- Cash flow hedges: interest rate
swaps
|
|
(1.2)
|
-
|
- Net investment hedges: cross
currency interest rate swaps
|
|
(5.2)
|
-
|
|
|
12.4
|
(54.1)
|
Total other comprehensive income for the
year
|
|
19.1
|
(54.0)
|
Total comprehensive income for the year
|
|
51.6
|
29.6
|
Attributable to:
|
|
|
|
- Owners of the Parent
Company
|
|
51.4
|
29.5
|
- Non-controlling
interests
|
|
0.2
|
0.1
|
Total comprehensive income for the year
|
|
51.6
|
29.6
|
Consolidated Balance Sheet
As at 31 December 2024
|
|
2024
|
2023
|
|
Note
|
€m
|
€m
|
Non-current assets
|
|
|
|
Intangible assets
|
9
|
474.5
|
542.4
|
Right-of-use assets
|
|
131.9
|
97.1
|
Property, plant and
equipment
|
|
582.8
|
546.5
|
Deferred income tax
assets
|
7
|
132.2
|
126.1
|
Trade and other
receivables
|
|
27.2
|
23.4
|
|
|
1,348.6
|
1,335.5
|
Current assets
|
|
|
|
Inventories
|
|
402.0
|
378.4
|
Trade and other
receivables
|
|
563.3
|
551.2
|
Current income tax
assets
|
|
8.8
|
9.0
|
Derivative financial
instruments
|
|
1.8
|
3.0
|
Cash and cash
equivalents
|
|
401.9
|
416.7
|
|
|
1,377.8
|
1,358.3
|
Total assets
|
|
2,726.4
|
2,693.8
|
Equity
|
|
|
|
Share capital
|
|
6.6
|
6.8
|
Share premium
|
|
2.2
|
2.2
|
Other reserves
|
|
(96.9)
|
(109.5)
|
Retained earnings
|
|
763.0
|
765.7
|
Equity attributable to owners of the Parent
Company
|
|
674.9
|
665.2
|
Non-controlling
interests
|
|
0.8
|
0.6
|
Total equity
|
|
675.7
|
665.8
|
Non-current liabilities
|
|
|
|
Trade and other
payables
|
|
14.9
|
15.1
|
Borrowings
|
12
|
1,019.6
|
1,010.2
|
Lease liabilities
|
|
135.7
|
107.6
|
Derivative financial
instruments
|
|
6.1
|
-
|
Deferred income tax
liabilities
|
7
|
52.6
|
58.7
|
Retirement benefit
obligations
|
13
|
90.2
|
103.9
|
Provisions
|
14
|
2.9
|
2.6
|
|
|
1,322.0
|
1,298.1
|
Current liabilities
|
|
|
|
Trade and other
payables
|
|
627.7
|
632.9
|
Current income tax
liabilities
|
|
44.3
|
55.4
|
Borrowings
|
12
|
1.5
|
1.5
|
Lease liabilities
|
|
28.4
|
24.9
|
Derivative financial
instruments
|
|
1.4
|
0.1
|
Provisions
|
14
|
25.4
|
15.1
|
|
|
728.7
|
729.9
|
Total liabilities
|
|
2,050.7
|
2,028.0
|
Total equity and liabilities
|
|
2,726.4
|
2,693.8
|
Consolidated Statement of Changes in Equity
For the year ended 31 December 2024
|
Ordinary
shares
|
Share
premium
|
Other
reserves
|
Retained
earnings
|
Total
|
Non-controlling
interests
|
Total
equity
|
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
Balance at 1 January
2024
|
6.8
|
2.2
|
(109.5)
|
765.7
|
665.2
|
0.6
|
665.8
|
Profit for the year
|
-
|
-
|
-
|
32.3
|
32.3
|
0.2
|
32.5
|
Other comprehensive
income
|
-
|
-
|
12.4
|
6.7
|
19.1
|
-
|
19.1
|
Total comprehensive income for the year
|
-
|
-
|
12.4
|
39.0
|
51.4
|
0.2
|
51.6
|
Share-based expense
|
-
|
-
|
-
|
9.3
|
9.3
|
-
|
9.3
|
Vested share awards
|
-
|
-
|
-
|
(7.7)
|
(7.7)
|
-
|
(7.7)
|
Issue of own shares from employee
benefit trust
|
-
|
-
|
-
|
6.6
|
6.6
|
-
|
6.6
|
Purchase of own shares for share
buy back programme
|
-
|
-
|
-
|
(34.5)
|
(34.5)
|
-
|
(34.5)
|
Cancellation of own shares
purchased
|
(0.2)
|
-
|
0.2
|
-
|
-
|
-
|
-
|
Movement in amounts committed for
future purchase of own shares
|
-
|
-
|
-
|
19.3
|
19.3
|
-
|
19.3
|
Dividends paid
|
-
|
-
|
-
|
(34.7)
|
(34.7)
|
-
|
(34.7)
|
Transactions with owners recognised directly in
equity
|
(0.2)
|
-
|
0.2
|
(41.7)
|
(41.7)
|
-
|
(41.7)
|
Balance at 31 December 2024
|
6.6
|
2.2
|
(96.9)
|
763.0
|
674.9
|
0.8
|
675.7
|
|
Ordinary
shares
|
Share
premium
|
Other
reserves
|
Retained
earnings
|
Total
|
Non-controlling interests
|
Total
equity
|
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
Balance at 1 January
2023
|
6.8
|
2.2
|
(55.4)
|
722.6
|
676.2
|
0.5
|
676.7
|
Profit for the year
|
-
|
-
|
-
|
83.5
|
83.5
|
0.1
|
83.6
|
Other comprehensive
income
|
-
|
-
|
(54.1)
|
0.1
|
(54.0)
|
-
|
(54.0)
|
Total comprehensive income for the
year
|
-
|
-
|
(54.1)
|
83.6
|
29.5
|
0.1
|
29.6
|
Share-based expense
|
-
|
-
|
-
|
8.6
|
8.6
|
-
|
8.6
|
Vested share awards
|
-
|
-
|
-
|
(15.1)
|
(15.1)
|
-
|
(15.1)
|
Issue of own shares from employee
benefit trust
|
-
|
-
|
-
|
11.1
|
11.1
|
-
|
11.1
|
Purchase of own shares for share
buy back programme
|
-
|
-
|
-
|
(6.3)
|
(6.3)
|
-
|
(6.3)
|
Amounts committed for future
purchase of own shares
|
-
|
-
|
-
|
(19.0)
|
(19.0)
|
-
|
(19.0)
|
Dividends paid
|
-
|
-
|
-
|
(19.8)
|
(19.8)
|
-
|
(19.8)
|
Transactions with owners
recognised directly in equity
|
-
|
-
|
-
|
(40.5)
|
(40.5)
|
-
|
(40.5)
|
Balance at 31 December
2023
|
6.8
|
2.2
|
(109.5)
|
765.7
|
665.2
|
0.6
|
665.8
|
Consolidated Statement of Cash Flows
For the year ended 31 December 2024
|
|
2024
|
2023
|
|
Note
|
€m
|
€m
|
Cash flows from operating activities
|
|
|
|
Cash generated from
operations
|
15
|
340.0
|
373.3
|
Interest paid
|
|
(68.6)
|
(70.7)
|
Receipts from interest rate swaps
on borrowings
|
|
0.5
|
-
|
Income tax paid
|
|
(58.8)
|
(66.5)
|
Net cash generated from operating
activities
|
|
213.1
|
236.1
|
Cash flows from investing activities
|
|
|
|
Payment for property, plant and
equipment
|
|
(120.7)
|
(105.4)
|
Payment for intangible
assets
|
|
(25.0)
|
(19.0)
|
Proceeds from the sale of
property, plant and equipment
|
|
7.3
|
1.4
|
Amounts paid for Cascade
Engineering Europe (CEE) net of cash acquired
|
11
|
(1.0)
|
(16.9)
|
Amounts received for purchase of
CEE: consideration adjustment
|
11
|
0.7
|
-
|
Interest received
|
|
8.3
|
8.0
|
Net cash used in investing activities
|
|
(130.4)
|
(131.9)
|
Net cash generated from operating & investing activities
(Free Cash Flow)
|
4
|
82.7
|
104.2
|
Cash flows from financing activities
|
|
|
|
Purchase of own shares for share
buy back programme
|
|
(34.5)
|
(6.3)
|
Fees paid on refinancing of
borrowings
|
12
|
(3.4)
|
-
|
Scheduled repayments of
borrowings
|
12
|
(2.7)
|
(4.0)
|
Overdrafts repaid on acquisition
of CEE
|
12
|
-
|
(3.2)
|
Voluntary repayments of
borrowings
|
12
|
-
|
(99.2)
|
Lease principal
repayments
|
12
|
(29.0)
|
(30.0)
|
Dividends paid
|
|
(34.7)
|
(19.8)
|
Net cash used in financing activities
|
|
(104.3)
|
(162.5)
|
Net decrease in cash and cash equivalents
|
|
(21.6)
|
(58.3)
|
Cash and cash equivalents at the
beginning of the year
|
|
416.7
|
491.0
|
Currency translation on cash and
cash equivalents
|
|
6.8
|
(16.0)
|
Cash and cash equivalents at the end of the
year
|
|
401.9
|
416.7
|
1. General Information
The Group's full financial
statements have been approved by the Board of Directors and
reported on by the auditors on 10 March 2025.
These consolidated financial statements for the current and
prior years do not constitute statutory accounts as defined in
section 434 of the Companies Act 2006. A copy of the statutory
accounts for the year ended 31 December
2023 has been delivered to the Registrar of Companies, and
those for the year ended 31 December 2024
will be delivered in due course. The independent auditors' report
on the full financial statements for the year ended 31 December
2024, whilst unmodified, contains reference to the material
uncertainty disclosed in note 2 below. The auditors' report does
not contain a statement under either section 498(2) or section
498(3) of the Companies Act 2006.
2. Basis of Preparation
The consolidated financial
statements included within this announcement have been prepared in
accordance with UK-adopted International Accounting Standards and
with the requirements of the Companies Act 2006. The consolidated financial statements have been prepared
under the historical cost convention, except for the fair valuation
of assets and liabilities of subsidiary companies acquired,
retirement benefit obligations, and financial assets and
liabilities at fair value through profit or loss (FVTPL) (including
derivative instruments not in hedged
relationships).
The preparation of financial
statements in conformity with UK-adopted International Accounting
Standards requires the use of estimates and assumptions that affect
the reported amounts of assets and liabilities and the reported
amounts of revenue and expenses during the reporting year. Although
these estimates are based on management's reasonable knowledge,
actual results may differ from those estimates.
The consolidated
Financial Statements have been prepared on a going concern basis.
The financial performance and position of the Company and Group,
its cash flows and its approach to capital management are set out
in the Chief Financial Officer's report.
The Board reviewed the Company and
Group's projections for the period to June 2026 in conjunction with
the severe but plausible downside scenario used to stress test the
going concern assessment. The Directors have
assessed the potential impact of a change in control as a result of
the proposed acquisition by ABC Technologies, which was approved by
the shareholders by a special resolution on 5 February 2025 and
which the directors have assessed is likely to conclude in the
going concern period. This assessment includes the
uncertainty related to refinancing of the existing borrowing
facilities as a result of a change in control, the lack of
visibility or control over the availability of funding following a
change in control, and the uncertainty relating to the future
intentions and plans for the business by the potential new owners.
The Directors concluded that these conditions indicate the
existence of a material uncertainty related to events or conditions
that may cast significant doubt on the Company's and the Group's
ability to continue as a going concern and that it may therefore be
unable to realise its assets and discharge its liabilities in the
normal course of business.
Notwithstanding this uncertainty,
having assessed the Company's and the Group's risks, existing
facilities and performance, the Directors have concluded that the
Company and the Group have adequate resources to continue in
operational existence for at least 12 months from the date of
approval of these consolidated financial statements and therefore
have determined that the going concern basis remains appropriate
for preparation of the Company's and Group's financial statements.
These consolidated financial statements do not include the
adjustments that would result if the Company and the Group were
unable to continue as a going concern.
3. Segment Reporting
In accordance with the provisions
of IFRS 8 'Operating Segments', the Group's segment reporting is
based on the management approach with regard to segment
identification, under which information regularly provided to the
chief operating decision makers (CODM) for decision-making purposes
forms the basis of the disclosure. The Company's CODM is the Chief
Executive Officer (CEO), and the Chief Financial Officer. The CODM
evaluates the performance of the Company's segments primarily on
the basis of revenue, Adjusted EBITDA, and Adjusted EBIT
(see note 4).
Effective from 1 January 2024, the
Group is operating a new regional reporting structure, ensuring
better alignment with customers and enhancing regional leaders'
agility to respond to changes in their markets, particularly the
transition to electrification. The three regional segments that the
CODM now manage the business by are: Americas ("AMER"), Europe, the
Middle East and Africa ("EMEA") and Asia Pacific ("APAC").
The comparative information for the following segmental disclosures
has been restated accordingly, to reflect the change from a two
division structure to the three regions.
Inter-segment revenue is
attributable solely to the ordinary business activities of the
respective region, and is conducted on an arm`s length
basis.
|
|
Restated
|
|
2024
|
2023
|
|
€m
|
€m
|
Adjusted EBITDA
|
|
|
- EMEA
|
154.2
|
122.1
|
- AMER
|
105.5
|
111.4
|
- APAC
|
135.2
|
159.5
|
|
394.9
|
393.0
|
Adjusted EBITDA % of revenue
|
|
|
- EMEA
|
10.9%
|
8.9%
|
- AMER
|
11.0%
|
10.6%
|
- APAC
|
13.8%
|
14.7%
|
Total
|
11.8%
|
11.2%
|
|
|
|
Depreciation, amortisation and non-exceptional impairments on
non-purchase accounting
|
|
|
- EMEA
|
57.0
|
55.6
|
- AMER
|
30.5
|
28.0
|
- APAC
|
46.6
|
49.8
|
Total
|
134.1
|
133.4
|
|
|
|
Adjusted EBIT
|
|
|
- EMEA
|
97.2
|
66.5
|
- AMER
|
75.0
|
83.4
|
- APAC
|
88.6
|
109.7
|
|
260.8
|
259.6
|
Adjusted EBIT % of revenue
|
|
|
- EMEA
|
6.9%
|
4.8%
|
- AMER
|
7.8%
|
7.9%
|
- APAC
|
9.1%
|
10.1%
|
Total
|
7.8%
|
7.4%
|
Restructuring costs of €37.4
million (€20.5 million in EMEA, €8.5
million in AMER and €8.4 million in APAC) (2023: €13.4 million, of
which €9.8 million in EMEA, €1.8 million in AMER and €1.8
million in APAC) comprise announced headcount reductions and
related costs of balancing production capacity with market
requirements. A reconciliation of alternative performance measures
to the income statement can be found in Note 4.
4. Adjusting items and alternative performance
measures
In addition to the results
reported under IFRS, Management use certain non-IFRS financial
measures to monitor and measure the performance and profitability
of the business and operations. Such measures are also utilised by
the Board as targets in determining compensation of certain
executives and key members of Management, as well as in
communications with investors. In particular, Management use
Adjusted EBIT, Adjusted EBITDA, Adjusted Net Income, Adjusted Free
Cash Flow, Adjusted Basic EPS and Adjusted Return on Capital
Employed (Adjusted ROCE). These non-IFRS measures are not
recognised measurements of financial performance or liquidity under
IFRS, and should be viewed as supplemental and not replacements or
substitutes for any IFRS measures. Management acknowledge the
limitations of non-IFRS measures as they do not include certain
profit or loss and cash flow items, and these adjusting items could
have a significant impact on net performance and cash flows of the
Group.
Definitions for alternative
performance measures are included in the Note 16 glossary.
|
|
2024
|
2023
|
Adjusted Performance Measures
|
Note
|
€m
|
€m
|
Adjusted EBIT
|
4.2
|
260.8
|
259.6
|
Adjusted EBITDA
|
4.2
|
394.9
|
393.0
|
Adjusted Net Income
|
4.2
|
136.7
|
132.8
|
Adjusted Free Cash Flow
|
4.2
|
113.0
|
140.7
|
|
|
|
|
Adjusted Basic EPS - (euro,
cents)
|
8.2
|
27.23
|
25.76
|
Adjusted Return on Capital Employed
- (%)
|
4.2
|
26.8%
|
27.6%
|
4.1 Adjusting items
Management exclude certain items
in the derivation of alternative performance measures, as shown
below:
|
|
2024
|
2023
|
Adjusting Items
|
Note
|
€m
|
€m
|
Restructuring costs
|
14
|
37.4
|
13.4
|
Exceptional items before
tax
|
5
|
40.6
|
-
|
Depreciation and amortisation
arising on purchase accounting
|
|
41.9
|
45.5
|
Net foreign exchange
losses
|
|
2.6
|
0.2
|
Costs associated with the
potential acquisition of the Group
|
|
5.5
|
-
|
Costs associated with business
acquisitions or disposals
|
|
-
|
3.5
|
Customisation and configuration
costs of significant software as a service (SaaS)
arrangements
|
|
0.4
|
1.2
|
|
|
128.4
|
63.8
|
Adjusting items represent
transactions that in Management's view do not form part of the
substance of the trading activities of the Group, such as
large-scale reorganisations, system implementations, acquisition
costs and certain non-cash accounting measures.
Restructuring costs comprise
announced headcount reductions and associated costs of balancing
production capacity with market requirements. Restructuring
programmes are discrete in nature, managed separately by country
and production facility, with each programme not expected to span
more than one financial year. Geopolitical tensions, supply chain
disruptions and changes in technology and consumer trends are
significantly impacting the automotive industry and therefore new
restructuring activities are likely to occur in future years, as
the Group continually adjusts its global footprint to align with
customer demand.
Exceptional items before tax
relate to asset impairment charges and restructuring costs arising
from the closure of operations in Ligonier and exit of the
Powertrain business. As a significant, non-recurring item, these
charges have been separately identified within adjusting items.
Refer to Note 10 for further details.
Depreciation and amortisation
arising on purchase accounting relates to identifiable intangible
assets and PP&E fair value adjustments arising on business
combinations, which are then depreciated and amortised over the
applicable useful lives of these assets.
Net foreign exchange gains and
losses on the revaluation of intercompany loan, cash, deferred tax
and forward foreign exchange contract balances are included in
adjusting items to remove the impact of foreign exchange volatility
arising on these non-operating monetary items. Foreign exchange
gains and losses on the revaluation of operating monetary items,
such as accounts receivable and accounts payable are recognised in
the Income Statement line items to which they relate and
accordingly are not adjusted from the alternative performance
measures.
Costs associated with the proposed
takeover of the Group relate to legal and other third party
consulting and advisory costs incurred in relation to the proposed
takeover of the Group by ABC Technologies Acquisitions Limited.
These costs have been excluded from the alternative performance
measures as they represent significant non-recurring
items.
Costs associated with business
acquisitions or disposals and customisation and configuration costs
of significant SaaS arrangements in relation to initial costs of
multi-year system upgrades or implementations have been excluded
from the alternative performance measures due to their ad-hoc
nature.
4.2 Adjusted Performance Measures
Reconciliations of adjusted
performance measures to their statutory GAAP equivalent measures
are provided below.
Adjusted EBITDA & Adjusted EBIT
|
Note
|
2024
€m
|
2023
€m
|
Operating profit after exceptional items
|
|
132.4
|
195.8
|
Adjusting items
|
4.1
|
128.4
|
63.8
|
Adjusted EBIT
|
|
260.8
|
259.6
|
Depreciation, amortisation and
non-exceptional impairments on non-purchase accounting
|
|
134.1
|
133.4
|
Adjusted EBITDA
|
|
394.9
|
393.0
|
Adjusted Net Income
|
Note
|
2024
€m
|
2023
€m
|
Profit for the year
|
|
32.5
|
83.6
|
Non-controlling interests' share
of profit
|
|
(0.2)
|
(0.1)
|
Adjusting items
|
4.1
|
128.4
|
63.8
|
Tax impact on adjusting
items
|
|
(24.0)
|
(14.5)
|
Adjusted Net Income
|
8.2
|
136.7
|
132.8
|
Adjusted Free Cash Flow
|
|
2024
€m
|
2023
€m
|
Net cash generated from operating
activities
|
|
213.1
|
236.1
|
Net cash used in investing
activities
|
|
(130.4)
|
(131.9)
|
Free Cash Flow
|
|
82.7
|
104.2
|
Net restructuring cash
spend
|
|
25.8
|
14.3
|
Purchase of Cascade Engineering
Europe net of cash acquired and pre-existing relationships
effectively settled on acquisition
|
|
0.3
|
18.6
|
Cash spend associated with
business acquisitions or disposals
|
|
1.0
|
2.4
|
Cash spend associated with
the potential acquisition of the Group
|
|
2.9
|
-
|
Cash spent on customisation and
configuration costs of significant software as a service (SaaS)
arrangements
|
|
0.3
|
1.2
|
Adjusted Free Cash Flow
|
|
113.0
|
140.7
|
The Purchase of Cascade
Engineering Europe of €18.6 million in the prior year includes €1.7
million relating to the effective settlement of pre-existing
relationships, which are included in net cash generated from
operating activities.
Adjusted Return on Capital Employed
|
Note
|
2024
€m
|
2023
€m
|
Adjusted EBIT
|
|
260.8
|
259.6
|
Capital employed
|
|
|
|
Total equity
|
|
675.7
|
665.8
|
Net current and deferred tax
(assets)/liabilities
|
|
(44.1)
|
(21.0)
|
Derivative financial
instruments
|
|
5.7
|
(2.9)
|
Net debt and lease
liabilities
|
12
|
783.3
|
727.5
|
Restructuring
provisions
|
14
|
17.6
|
4.6
|
Purchase price allocation balances
arising on the Bain acquisition
|
|
(419.2)
|
(448.7)
|
Capital employed
|
|
1,019.0
|
925.3
|
Average capital employed
|
|
972.2
|
941.5
|
Adjusted Return on Capital Employed
|
|
26.8%
|
27.6%
|
5. Exceptional items
|
|
2024
|
2023
|
|
Note
|
€m
|
€m
|
Cost of sales: exceptional
expense:
|
|
|
|
Impairment of separately
identifiable intangible assets arising on business
combinations
|
10
|
13.5
|
-
|
Impairment of property,
plant and equipment
|
10
|
3.1
|
-
|
Restructuring charges
|
14
|
2.6
|
-
|
Cost of sales: exceptional expense
|
|
19.2
|
-
|
Administrative expense: impairment of
goodwill
|
10
|
21.4
|
-
|
Exceptional expense before income
tax
|
|
40.6
|
-
|
Income tax credit
|
7
|
(4.5)
|
-
|
Exceptional expense after income tax
|
|
36.1
|
-
|
Exceptional items in the year
relate to the announced closure of the Group's manufacturing
facility in Ligonier, Indiana and associated exit of the Powertrain
business at this location. Restructuring charges principally relate
to employee redundancies. Further details can be found in Note 10 -
Impairments.
6. Finance Income and Expense
|
2024
|
2023
|
|
€m
|
€m
|
Finance income
|
|
|
Interest on short-term deposits,
other financial assets and other interest income
|
8.1
|
7.5
|
Interest income on indirect
tax receivable
|
-
|
0.1
|
Amounts recycled from the cost of
hedging reserve
|
1.0
|
-
|
Finance income
|
9.1
|
7.6
|
Finance expense
|
|
|
Interest payable on term loans
before expensed fees
|
(33.3)
|
(37.4)
|
Interest payable on term loans:
expensed fees
|
(2.7)
|
(3.1)
|
Interest payable on term loans:
expensed fees on extinguishment of revolving credit
facility
|
(0.8)
|
-
|
Interest payable on term loans:
expensed fees on voluntary repayments of borrowings
|
-
|
(2.8)
|
Interest payable on unsecured
senior notes before expensed fees
|
(22.5)
|
(22.5)
|
Interest payable on unsecured
senior notes: expensed fees
|
(1.1)
|
(1.1)
|
Net interest expense of retirement
benefit obligations
|
(4.5)
|
(4.5)
|
Net interest expense related to
specific uncertain tax positions
|
(0.4)
|
-
|
Interest payable on lease
liabilities
|
(12.2)
|
(10.2)
|
Other finance expense
|
(0.1)
|
(0.7)
|
Finance expense
|
(77.6)
|
(82.3)
|
Total net finance expense
|
(68.5)
|
(74.7)
|
7. Income Tax
7.1 Income tax expense
|
2024
|
2023
|
|
€m
|
€m
|
Current tax on profit for the
year
|
(58.8)
|
(77.2)
|
Adjustments in respect of prior
years
|
12.8
|
7.4
|
Total current tax expense
|
(46.0)
|
(69.8)
|
Origination and reversal of
temporary deferred tax differences
|
10.1
|
32.3
|
Exceptional - deferred tax impact
of impairment charge
|
4.5
|
-
|
Total deferred tax benefit
|
14.6
|
32.3
|
Income tax expense - Income Statement
|
(31.4)
|
(37.5)
|
Origination and reversal of
temporary deferred tax differences
|
(2.3)
|
(0.7)
|
Income tax expense - Statement of Comprehensive
Income
|
(2.3)
|
(0.7)
|
Total income tax expense
|
(33.7)
|
(38.2)
|
In 2024, the Group is reporting an
exceptional charge of €40.6 million with a deferred tax benefit of
€4.5 million which results in an exceptional effective tax rate of
11.1%. The low exceptional effective tax rate is due to the
fact that a significant portion of the impairment is related to
goodwill that does not carry a deferred tax balance and therefore
this portion of the impairment is not tax effected.
On 20 June 2023, Finance (No.2) Act
2023 was substantively enacted in the UK, introducing a global
minimum effective tax rate of 15%. This UK legislation implements a
domestic top-up tax and a multinational top-up tax (UK Pillar Two
taxes), effective for accounting periods starting on or after 31
December 2023. The Group is in scope of the legislation and has
performed an assessment of its potential exposure based on the most
recent tax filings, country-by-country reporting for 2023 and tax
charges included in these 2024 financial statements for the
constituent entities in the Group. Based on the assessment, the UK
Pillar Two effective tax rates in most of the jurisdictions in
which the Group operates are above 15%, there are only a limited
number of jurisdictions where the transitional safe harbour relief
should not apply and the Group does not expect a material exposure
to UK Pillar Two taxes in those jurisdictions. The Group has
applied the exception under the IAS 12 Paragraph 4A amendment to
recognising and disclosing information about deferred tax assets
and liabilities related to Pillar Two income taxes.
The tax on the Group's profit
before tax differs from the theoretical amount that would arise
using the UK statutory tax rate applicable to profits of the
consolidated entities as follows:
|
2024
|
2023
|
|
Before exceptional
items
|
Exceptional
item
|
After Exceptional
items
|
After
exceptional items
|
|
€m
|
€m
|
€m
|
€m
|
Profit before income tax
|
104.5
|
(40.6)
|
63.9
|
121.1
|
Income tax calculated at UK
statutory tax rate of 25% (2023: 23.5%) applicable to profits in
respective countries
|
(26.1)
|
10.1
|
(16.0)
|
(28.5)
|
Tax effects of:
|
|
|
|
|
Overseas tax rates
|
1.5
|
(0.6)
|
0.9
|
0.7
|
Utilisation of government
incentives
|
3.9
|
-
|
3.9
|
7.2
|
Favourable adjustments for tax
purposes*
|
19.3
|
-
|
19.3
|
17.7
|
Expenses not deductible for tax
purposes
|
(22.0)
|
-
|
(22.0)
|
(17.2)
|
Expenses not deductible for tax
purposes - goodwill impairment
|
5.0
|
(5.0)
|
-
|
-
|
Temporary differences on
unremitted earnings
|
(0.9)
|
-
|
(0.9)
|
1.0
|
Specific tax provisions
|
(5.1)
|
-
|
(5.1)
|
(8.3)
|
Unrecognised current year deferred
tax assets
|
(14.7)
|
-
|
(14.7)
|
(10.3)
|
Adjustment in respect of prior
years - current tax adjustments
|
12.8
|
-
|
12.8
|
7.4
|
Adjustment in respect of prior
years - deferred tax adjustments
|
(6.7)
|
-
|
(6.7)
|
0.8
|
Impact of changes in tax
rate
|
0.1
|
-
|
0.1
|
0.4
|
Other local taxes, national
minimum taxes and withholding taxes
|
(17.6)
|
-
|
(17.6)
|
(21.4)
|
Double tax relief and other tax
credits
|
14.6
|
-
|
14.6
|
13.0
|
Income tax expense - Income Statement
|
(35.9)
|
4.5
|
(31.4)
|
(37.5)
|
Deferred tax expense on
remeasurement of retirement benefit obligations
|
(2.3)
|
-
|
(2.3)
|
(0.7)
|
Income tax expense - Statement of Comprehensive
Income
|
(2.3)
|
-
|
(2.3)
|
(0.7)
|
Total tax expense
|
(38.2)
|
4.5
|
(33.7)
|
(38.2)
|
*Favourable adjustments for tax
purposes comprised various local tax deductions related to foreign
exchange movements, inflation adjustments, local taxes and
non-taxable interest.
Other taxes comprised various
local and national minimum taxes of €4.0 million (2023: €5.2
million) together with taxes withheld on dividend, interest and
royalty remittances totalling €13.6 million (2023: €16.2
million).
Factors that may affect future tax
charges include the continued non-recognition of deferred tax
assets in certain territories as well as the existence of tax
losses in certain territories which could be available to offset
future taxable income in certain territories and for which no
deferred tax asset is currently recognised.
7.2 Deferred Tax Assets and Liabilities
|
2024
|
2023
|
|
€m
|
€m
|
Deferred tax assets
|
132.2
|
126.1
|
Deferred tax
liabilities
|
(52.6)
|
(58.7)
|
|
79.6
|
67.4
|
7.2.1 Movement on net deferred tax assets
|
2024
|
2023
|
|
€m
|
€m
|
At 1 January
|
67.4
|
24.5
|
Income statement benefit before
exceptional items
|
10.1
|
32.3
|
Exceptional income statement
benefit - tax impact of impairment charge
|
4.5
|
-
|
Tax on remeasurement of retirement
benefit obligations
|
(2.3)
|
(0.7)
|
Transfer of uncertain tax position
balance from deferred tax to current tax
|
1.3
|
6.5
|
Acquisition - deferred tax
asset
|
(0.5)
|
0.1
|
Currency translation
|
(0.9)
|
4.7
|
At
31 December
|
79.6
|
67.4
|
8. Earnings Per Share
8.1 Basic and Diluted Earnings Per Share
|
2024
|
2023
|
|
Profit attributable to
shareholders (€m)
|
Weighted average number of
shares
(in
millions)
|
Earnings Per
Share
(€, cents)
|
Profit
attributable to shareholders (€m)
|
Weighted
average number of shares
(in
millions)
|
Earnings
Per Share
(€,
cents)
|
Basic
|
32.3
|
502.0
|
6.43
|
83.5
|
515.6
|
16.19
|
Dilutive potential ordinary
shares
|
-
|
6.4
|
-
|
-
|
2.6
|
-
|
Diluted
|
32.3
|
508.4
|
6.35
|
83.5
|
518.2
|
16.11
|
In 2023, the potential shares
related to the €19.0 million liability included within accrued
expenses regarding amounts committed for future own share purchases
for subsequent cancellation, were not included in the calculation
of diluted earnings per share in the year because they would have
been antidilutive.
8.2 Adjusted Earnings Per Share
|
2024
|
2023
|
|
Adjusted
basic
|
Adjusted
diluted
|
Adjusted
basic
|
Adjusted
diluted
|
Adjusted Net Income
(€m)
|
136.7
|
136.7
|
132.8
|
132.8
|
Weighted average number of shares
(in millions)
|
502.0
|
508.4
|
515.6
|
518.2
|
Adjusted Earnings Per Share (€, in
cents)
|
27.23
|
26.89
|
25.76
|
25.63
|
Adjusted Net Income is based on
the profit for the year attributable to the Parent Company of €32.3
million (2023: €83.5
million profit), after adding back exceptional items net of tax,
and eliminating the impact of net restructuring charges, foreign
exchange gains or losses, depreciation and amortisation arising on
purchase accounting, customisation and configuration costs of
significant SaaS arrangements, the costs associated with any
business acquisitions or disposals, and the tax impact on adjusting
items, totalling €104.4 million (2023: €49.3 million).
Reconciliations of adjusted profit measures to statutory measures
are included in Note 4.
9. Intangible Assets
|
2024
|
2023
|
|
€m
|
€m
|
Goodwill
|
325.5
|
346.2
|
Capitalised development expenses,
computer software and licences, technology and customer
platforms
|
149.0
|
196.2
|
Total intangible assets
|
474.5
|
542.4
|
9.1 Goodwill
Goodwill is deemed to have an
indefinite useful life. It is carried at cost and reviewed annually
for impairment.
|
€m
|
Cost at 1 January 2024
|
746.0
|
Acquisition consideration working
capital adjustment (Note 11)
|
(0.7)
|
Purchase accounting adjustments
(Note 11)
|
(4.9)
|
Currency translation
|
18.1
|
Cost at 31 December 2024
|
758.5
|
Accumulated impairment at 1
January 2024
|
(399.8)
|
Impairments - exceptional items
(Note 10)
|
(21.4)
|
Currency translation
|
(11.8)
|
Accumulated impairment at 31 December 2024
|
(433.0)
|
Net book value at 31 December 2024
|
325.5
|
|
€m
|
Cost at 1 January 2023
|
759.0
|
Arising on acquisition
|
11.6
|
Currency translation
|
(24.6)
|
Cost at 31 December
2023
|
746.0
|
Accumulated impairment at 1
January 2023
|
(405.1)
|
Currency translation
|
5.3
|
Accumulated impairment at 31
December 2023
|
(399.8)
|
Net book value at 31 December
2023
|
346.2
|
9.2 Capitalised Development Expenses, Computer Software and
Licences, Technology and Customer Platforms
Intangible assets are amortised
over their useful economic life, which range from three to 25
years.
|
Capitalised development
expenses
|
Computer software and
licences
|
Technology
|
Customer
platforms*
|
Total
|
|
€m
|
€m
|
€m
|
€m
|
€m
|
Cost at 1 January 2024
|
280.8
|
26.3
|
10.8
|
476.1
|
794.0
|
Accumulated
amortisation
|
(194.2)
|
(22.4)
|
(8.6)
|
(372.6)
|
(597.8)
|
Net book value at 1 January 2024
|
86.6
|
3.9
|
2.2
|
103.5
|
196.2
|
Additions
|
24.4
|
0.5
|
-
|
-
|
24.9
|
Purchase accounting adjustments
(Note 11)
|
-
|
-
|
-
|
1.9
|
1.9
|
Disposals
|
(1.0)
|
-
|
-
|
(0.1)
|
(1.1)
|
Transfer to other balance sheet
categories
|
(0.4)
|
0.7
|
-
|
(0.1)
|
0.2
|
Amortisation charge
|
(22.1)
|
(1.1)
|
(1.0)
|
(39.9)
|
(64.1)
|
Impairments - exceptional items
(Note 10)
|
-
|
-
|
(1.4)
|
(12.1)
|
(13.5)
|
Currency translation
|
2.0
|
-
|
0.2
|
2.3
|
4.5
|
Net book value at 31 December 2024
|
89.5
|
4.0
|
-
|
55.5
|
149.0
|
Cost at 31 December
2024
|
295.4
|
28.4
|
11.5
|
486.6
|
821.9
|
Accumulated
amortisation
|
(205.9)
|
(24.4)
|
(11.5)
|
(431.1)
|
(672.9)
|
Net book value at 31 December 2024
|
89.5
|
4.0
|
-
|
55.5
|
149.0
|
*Customer platforms includes
intangible assets relating to: customer platforms, aftermarket
customer relationships, trade names and trademarks.
|
Capitalised development expenses
|
Computer
software and licences
|
Technology
|
Customer
platforms
|
Total
|
|
€m
|
€m
|
€m
|
€m
|
€m
|
Cost at 1 January 2023
|
270.5
|
25.7
|
138.5
|
492.2
|
926.9
|
Accumulated
amortisation
|
(179.1)
|
(19.9)
|
(135.0)
|
(342.9)
|
(676.9)
|
Net book value at 1 January
2023
|
91.4
|
5.8
|
3.5
|
149.3
|
250.0
|
Additions
|
21.6
|
0.7
|
-
|
-
|
22.3
|
Arising on acquisition
|
-
|
0.1
|
-
|
-
|
0.1
|
Disposals
|
(0.3)
|
-
|
-
|
-
|
(0.3)
|
Amortisation charge
|
(23.4)
|
(2.4)
|
(1.1)
|
(40.9)
|
(67.8)
|
Impairments
|
(0.5)
|
-
|
-
|
-
|
(0.5)
|
Currency translation
|
(2.2)
|
(0.3)
|
(0.2)
|
(4.9)
|
(7.6)
|
Net book value at 31 December
2023
|
86.6
|
3.9
|
2.2
|
103.5
|
196.2
|
Cost at 31 December
2023
|
280.8
|
26.3
|
10.8
|
476.1
|
794.0
|
Accumulated
amortisation
|
(194.2)
|
(22.4)
|
(8.6)
|
(372.6)
|
(597.8)
|
Net book value at 31 December
2023
|
86.6
|
3.9
|
2.2
|
103.5
|
196.2
|
The above amortisation charges for
'technology' and 'customer platforms' amounting to €40.9
million (2023: €42.0 million) arise from
intangible assets recognised through purchase price accounting.
Amortisation charges are included within cost of sales.
During the prior year, part of the technology intangible became
fully amortised and was disposed, with costs of €121.2 million and
accumulated amortisation of €121.2 million, giving net nil impact
on net book value.
As at 31 December 2024, goodwill
of €325.5 million (2023: €346.2 million), technology of €nil (2023:
€2.2 million) and customer platforms of €55.5 million (2023: €103.5
million) relate to assets that arose from purchase price
allocations following historic acquisitions.
10. Impairments
10.1 Impairment Tests for Goodwill and
Intangibles
As part of the Bain Capital
acquisition, the purchase of TIFS Holdings Ltd (TIFSHL) on 30 June
2015, being the previous parent company of the Group, and the
consequent fair valuation of assets and liabilities, resulted in
recognition of goodwill of €711.1 million and other intangible
assets of €663.2 million. The purchase of Millennium Industries
Corporation on 16 February 2016 resulted in recognition of goodwill
of €57.1 million and other intangible assets of €72.6 million,
included in the Americas region. The acquisition of Cascade
Engineering Europe on 2 November 2023 resulted in the recognition
of goodwill with an initial value of €11.6 million, which was
subsequently revised down to €6.0 million on finalisation of the
acquisition accounting for the purchase during
2024 (see note 11).
The non-goodwill intangible assets
recognised from the acquisitions outlined above included €369.7
million and €57.1 million in relation to customer platforms arising
on the Bain and Millennium acquisitions respectively. These assets
reflect the future revenue expected to arise from customer
platforms existing at the date of acquisition, based on platform
lives and probabilities of renewals.
The impairment test for goodwill
and intangible assets is conducted at the level at which Management
monitor goodwill. With the Group now operating on a regional
structure effective from 1 January 2024, the cash generating unit
(CGU) groups for goodwill impairment assessment purposes now
identified for the Group are Americas (AMER), Europe and Africa
(EMEA), and Asia-pacific (APAC). The CGUs prior to the
organisational change were the intersection between the two
operating segments, FCS and FTDS, and the geographic sub-divisions,
North America (NA), Europe & Africa (EU), Asia Pacific (AP) and
Latin America (LA).
During 2020, an impairment loss of
€304.6 million was recognised due to volume deterioration driven by
the COVID-19 pandemic, with €184.2 million allocated to goodwill
and the remaining €120.4 million apportioned across other assets on
a pro rata basis, as required by IAS 36 'Impairment of
assets'.
A further impairment loss of €317.4
million was recognised in 2022, with €217.1 million allocated to
goodwill and the remaining €100.3 million apportioned across other
assets on a pro rata basis, as required by IAS 36 'Impairment of
assets'. This impairment was driven by several factors,
including a declining trend in volume projections for light vehicle
production, supply chain disruptions and semiconductor shortages,
the impact of Russia's invasion of Ukraine, challenges on profit
margin posed by inflationary increases in input prices and energy
costs to customers, and the impact on discount rates from increased
interest rates.
During Q4 2024, it was announced
that the Ligonier manufacturing site in Indiana, US would be
closed. Proceedings started immediately, with completion
anticipated in H1 2025. This was due to the decline in the
local Powertrain business which was acquired through the purchase
of Millennium Industries Corporation in 2016. Accordingly,
exceptional impairment losses to goodwill (€21.4 million) and other
intangibles (€13.5 million), as well as plant, machinery and
equipment (€3.1 million), have been recognised in
2024.
2024 has seen delays to the
expected transition from ICE and HEV to BEV, partially driven by
softened transition targets by governments, and reduced growth for
BEVs due to pricing and lower consumer demand, leading to the
improvement to BEV global volumes being below previous
expectations. This has had a positive effect on the product
lines servicing ICE and HEV volumes in the regions, in particular
EMEA. The business has also continued to be successful in
passing increased costs from inflationary pressures to customers,
through cost recoveries and repriced contracts. The business
has lowered expectations in APAC in line with Global OEM production
in the region.
The carrying values of goodwill and
other intangible assets as at 31 December 2024 are as follows
(those as at 31 December 2023 have been allocated to the new
regional structure for comparative purposes):
|
2024
|
2023
|
|
€m
|
€m
|
€m
|
€m
|
|
Goodwill
|
Other
intangibles
|
Goodwill
|
Other
intangibles
|
Americas
|
63.1
|
27.6
|
80.8
|
49.6
|
Europe & Africa
|
6.0
|
67.2
|
11.6
|
71.6
|
Asia-Pacific
|
256.4
|
54.2
|
253.8
|
75.0
|
|
325.5
|
149.0
|
346.2
|
196.2
|
Goodwill increased in EMEA in 2023
as a result of acquisition of Cascade Engineering Europe (CEE),
initially provisionally recorded at €11.6 million as at 31 December
2023, and adjusted down to €6.0 million on finalisation of the
acquisition accounting for the purchase,
see note 11.
The intangible assets above
include customer platforms arising on the Bain acquisition with a
carrying value at 31 December 2024 of €38.7 million (2023: €68.8
million) and remaining useful life of 1.5 years. Customer
platform assets arising on the Millennium acquisition were fully
impaired in the year and as such had nil carrying value at 31
December 2024 (2023: €16.2 million) and nil years of remaining
useful life (2023: 3.1 years).
10.2 2024 Impairment Assessment
IAS 36 'Impairment of assets'
requires the recoverable amount to be determined based on the
higher of value in use and fair value less costs of disposal.
In carrying out the 2024 annual impairment assessment, management
have utilised a fair value less costs of disposal calculation to
determine the recoverable amount. The fair values less costs of
disposal were estimated with the input of external experts, using a
weighted combination of the discounted cash flow method at 75%, and
guideline public company method at 25% (where fair values are
determined by referring to the historical and/or anticipated
financial metrics of the CGUs by multiples, such as enterprise
value to EBITDA, derived from an analysis of certain guideline
companies). These fair values are classified as Level 3 fair value
measurement within the fair value hierarchy.
In recognition of the recommended
cash acquisition offer by ABC Technologies Acquisitions Limited,
the fair value less costs of disposal valuation aligns with the
market value as per the offer.
The basis of the fair value less
costs of disposal valuation is forecast operating cash flows
covering 2025 from the Group's latest budget approved by the Board
of Directors, and the years 2026-2029 from the Group's latest
Medium-Term Plan (MTP), which utilise S&P
Global Mobility global light vehicle production forecasts. The
Group is forecasting with reference to global automotive production
volumes commencing in 2025 of 89.6 million.
Volume forecasts are adjusted for
product mix, pricing assumptions and market outperformance to
establish forecast sales values. Contribution margin, fixed cost,
research and development expenditure, capital expenditure and
working capital management estimates are then applied to arrive at
the forecast operating cash flows for inclusion in the model. In
following this approach, management carefully assessed the cost
recovery rates that are expected to be achieved in the future
taking into consideration historical experiences. In addition, the
impact of cost increases arising from the continued effect of
decarbonisation of the supply chain or carbon taxes, is assumed to
be recovered from the customer base.
Cash flows resulting from
restructuring activities, and enhanced capital expenditure (such as
our developing thermal product portfolio), are reflected in the
forecasts. Cash flows from the Corporate function are allocated to
CGU groups based on their respective proportion of total Group
revenue.
The five-year operating cash flows
were taken from the 2025 budget and MTP, with a further five years
extrapolated using the long-term expected growth rate, which were
then discounted to present value using CGU specific discount rates,
and combined with a perpetuity value calculated by applying the
long-term expected growth rate to the terminal year cash flow
forecast.
A single base set of 2025-2029
volume forecasts has been utilised, with a blended growth rates
applied, which take into account the positive and negative growth
rates of each propulsion type for each region with reference to
S&P Global Mobility global light vehicle production volumes, as
further explained below.
The forecast operating cash flows
are on a nominal basis and therefore include the effect of
inflation. They are then discounted using nominal discount
rates.
Management have considered the
potential impacts of climate change on the impairment
assessment. Cost implications of managing the impact of
climate change have been incorporated into the forecast operating
cash flows within the impairment model. These include expenditure
to reduce the carbon output from the Group's production processes
and to increase the mix of renewable energy within the Group's
electricity consumption, in line with our commitment to a 50%
reduction of Scope 1 and 2 emissions and a 30% reduction in Scope 3
emissions by 2030 based on a 2021 baseline. As previously noted,
other costs arising from the effects of climate change are assumed
to be recovered from customers.
Climate change also poses
transitional risks to the products that the Group currently
manufactures. This is particularly evident in product lines which
predominantly cater for internal combustion engine (ICE) vehicle
platforms. The impact of climate change on environmental regimes
and automotive market trends has a significant
bearing on the rate of transition to battery electric vehicle (BEV)
platforms. In some jurisdictions this transition will be mandated,
as governments enforce requirements for curtailing the production
of ICE vehicles, in order to achieve climate-related commitments,
though there are some that have relaxed this since the prior
year.
Whilst a slowing in the transition
to BEV since the previous year has had a positive impact on ICE and
hybrid electric vehicle (HEV) production and their need for higher
margin pressurised fuel tanks and pumps, which offers mid-term
opportunities for the regions, the eventual transition to BEV will
result in a declining market for certain existing product lines.
Management's forecasts indicate that the peak in ICE and HEV
vehicle production will occur in the mid-to late-2020s with BEV
platforms subsequently driving future growth in the automotive
market.
The risk to future cash flows that
can be achieved from fuel tank and fuel pump product technology and
asset base has been captured within the CGUs' blended long-term
growth rates, with negative growth rates for the ICE and HEV
propulsion types being included. This is to account for the
expected decline in the volumes of ICE and HEV vehicle after the
MTP period (i.e. from 2030) due to the current climate change
commitment from the COP21 Paris Agreement to limit global
temperature increases over the next century to 1.5 to 2 degrees
Celsius and associated climate change mitigations, coupled with
changing customer behaviour in the future. A positive growth
rate has been attached to BEV propulsion light vehicles in the
calculation of blended long-term growth rates.
The 2024 impairment assessment
resulted in no impairments in the year ended 31 December 2024,
except for the specific impairment loss related to the announced
closure of the Ligonier facility and the associated exit of the
powertrain business at this location (see Note 5). However,
due to the automotive industry operating in an unstable
environment, all CGUs are considered to be sensitive to reasonably
possible changes in key assumptions.
The key assumptions used in the
fair value less costs of disposal calculations are as
follows:
• forecast
operating cash flows
•
long-term expected growth rates
• discount
rates
Forecast operating cash flows are
established as described above, based on the Group's latest budget
approved by the Board of Directors, and the Group's latest MTP,
which were underpinned by external forecast volume data from
S&P Global Mobility.
Long-term expected growth rates and
discount rates are determined with input from external experts and
utilise externally available sources of information, adjusted where
relevant for industry specific factors.
Long-term growth rates are based on
long-term economic forecasts for growth in the automotive sector in
the geographical regions in which the CGUs operate. As
described above, the regional growth rates combine the forecast
decline in ICE and HEV revenues over the long-term period, with the
offsetting forecasted increasing revenue arising from BEV
platforms. The negative growth rates from ICE and HEV
vehicles reflect the impact that climate change may have on the
rate of market transition to BEVs.
These blended growth rates utilise
a long-term forecast prepared by management in conjunction with
information from external sources (S&P Global Mobility global
light vehicle production volumes) covering the period from 2030 to
2035, and management judgement. Compared to to prior year
assumptions, the forecast decline in ICE and HEV has slowed, as has
the anticipated increase in BEV,with the transition expected to
take longer than previously assumed.
The blended growth rates are then
applied in perpetuity and therefore reflected in the expected cash
generation from ICE, HEV and BEV sales from 2030
onwards.
Discount rates are calculated for
each region using a weighted average cost of capital specific to
the geographical regions from which the cash flows are derived, and
reflecting an appropriate company specific risk premium, with input
from external experts.
The range of discount and growth
rates used were as follows (prior year rates have been blended to
align with the new CGUs):
|
2024
|
2023*
|
|
Post-tax
|
Post-tax
|
Discount rates
|
|
|
Americas
|
13.50%
|
14.75%
|
Europe & Africa
|
13.25%
|
13.15%
|
Asia Pacific
|
12.75%
|
14.75%
|
|
|
|
Long-term growth rates
|
|
|
Americas
|
0.56%
|
0.80%
|
Europe & Africa
|
1.00%
|
-%
|
Asia Pacific
|
2.65%
|
3.50%
|
* discount and growth rates in the
prior year have been weighted to reflect the regional
structure.
Discount rates above are those used
in fair value less costs of disposal calculations as
applicable.
Sensitivity analysis
Where a reasonably possible change
in assumption could result in the recognition of additional
impairment charges, or in the reversal of previously recognised
impairment charges, sensitivity analysis has been
performed.
Sensitivity analysis has been
presented for Americas, Europe and Africa, and Asia Pacific, as
management believes a reasonably possible change in assumptions
would impact the headroom positions of the three regions' assets,
due to the uncertainty and instability in the automotive
industry.
The table below demonstrates the
impact of changes in the long-term expected growth rates and
discount rates, in isolation, as the regions' headrooms are
sensitive to such changes.
The regions are also sensitive to
changes in forecast operating cash flows, which could be driven by
factors such as reduced demand for products, and obstacles to
importing and exporting products internationally. The table
therefore demonstrates the impact of an isolated 10% reduction in
operating cash flow annually and into perpetuity.
|
Recoverable
amount
€m
|
Assumption
|
Impact of 100 bps
change
|
Impact of 10%
change
|
|
Post-tax
discount rate
|
Long-term expected growth rate
|
Discount
rate
€m
|
Long-term expected growth rate
€m
|
Operating cash flow
€m
|
Americas
|
499.6
|
13.50%
|
0.56%
|
(50.0)
|
(30.0)
|
(60.0)
|
Europe & Africa
|
380.4
|
13.25%
|
1.00%
|
(50.0)
|
(30.0)
|
(70.0)
|
Asia Pacific
|
995.1
|
12.75%
|
2.65%
|
(70.0)
|
(50.0)
|
(80.0)
|
Should a reasonably possible change
in input assumption materialise and trigger a further impairment
loss, it would initially be allocated against the respective
goodwill of the CGU, with any excess then being allocated across
other assets on a pro rata basis.
11.
Acquisition
Adjustments arising on prior year
acquisition
On 2 November 2023, the Group
completed a transaction to acquire 100% of the ordinary share
capital of Cascade Engineering Europe (CEE) 'Cascade' an
automotive company based in Hungary.
On finalisation of the acquisition accounting for
the purchase, an adjustment was made to the consideration, for
working capital of €0.7 million, as shown below, which was received
in cash during the year.
|
€m
|
Consideration as previously
reported
|
21.4
|
Working capital
adjustment
|
(0.7)
|
Revised consideration
|
20.7
|
Due to the proximity of the date
of acquisition to the 2023 year-end, the values of net assets
previously reported were provisional. Upon finalisation of the
purchase price allocation, a separable acquired intangible asset
was recognised for the customer order backlog valuation of €1.9
million, and various other fair value adjustments were made as
detailed below. The adjustments are not material and as such the
comparative balance sheet was not restated, and the adjustments
have been made in the current year.
|
2 November
2023
€m
|
Goodwill as previously reported
|
11.6
|
Customer order backlog
valuation
|
(1.9)
|
Fair value uplift to property,
plant and equipment
|
(3.5)
|
Deferred income tax
liabilities
|
0.5
|
Working capital adjustment to
consideration
|
(0.7)
|
Revised goodwill
|
6.0
|
Deferred consideration on the
transaction of $1.1 million (€1.0 million) was paid during the
current year. A further $3.7 million (€3.6 million) is due on 2 May
2025.
12. Borrowings
|
2024
|
2023
|
|
€m
|
€m
|
Non-current:
|
|
|
Unsecured senior notes
|
595.1
|
594.0
|
Secured term loans and
facilities
|
424.5
|
416.2
|
Total non-current borrowings
|
1,019.6
|
1,010.2
|
Current:
|
|
|
Secured term loans and
facilities
|
1.5
|
1.5
|
Total current borrowings
|
1.5
|
1.5
|
Total borrowings
|
1,021.1
|
1,011.7
|
Unsecured senior notes
|
595.1
|
594.0
|
Secured term loans and
facilities
|
426.0
|
417.7
|
Total borrowings
|
1,021.1
|
1,011.7
|
The main borrowing facilities are
shown net of issuance discounts and fees of €12.6 million
(2023: €13.4
million).
12.1 Movement in total borrowings
|
Unsecured senior
notes
|
Term loans and
facilities
|
Total
borrowings
|
|
€m
|
€m
|
€m
|
At 1 January 2024
|
594.0
|
417.7
|
1,011.7
|
Accrued interest
|
22.5
|
33.3
|
55.8
|
Scheduled payments including
interest
|
(22.5)
|
(36.0)
|
(58.5)
|
Scheduled principal repayments of
borrowings
|
-
|
(2.7)
|
(2.7)
|
Fees expensed
|
1.1
|
2.7
|
3.8
|
Fees paid on refinancing of
borrowings
|
-
|
(3.4)
|
(3.4)
|
Fees expensed on extinguishment of
revolving credit facility
|
-
|
0.8
|
0.8
|
Currency translation
|
-
|
10.9
|
10.9
|
31 December 2024
|
595.1
|
426.0
|
1,021.1
|
Accrued interest payable on the
borrowings at 31 December 2024 of €4.8 million (2023: €4.8 million)
is included in current trade and other payables.
On 5 September 2024, the Group
successfully executed a refinancing of its revolving credit
facility (RCF). The facility was increased by an additional $75.0
million to $300.0 million and extended by five years to expire on 5
September 2029, but currently capped to be coterminous with the
expiry of the term loan on 16 December 2026. The refinancing was
treated as an extinguishment of the old facility and as a
result unamortised transaction costs were recognised as a finance
expense in the Income Statement of $0.8 million
(€0.8 million), see Note
6. Directly attributable fees of €3.4 million were
incurred and paid in the year as part of the transaction. These are
amortised to the Income Statement over the remaining term of the
facility.
|
Unsecured senior notes
|
Term
loans and facilities
|
Overdrafts
|
Total borrowings
|
|
€m
|
€m
|
€m
|
€m
|
At 1 January 2023
|
592.9
|
523.0
|
-
|
1,115.9
|
Accrued interest
|
22.5
|
37.4
|
-
|
59.9
|
Scheduled payments including
interest
|
(22.5)
|
(41.4)
|
-
|
(63.9)
|
Scheduled principal repayments of
borrowings
|
-
|
(4.0)
|
-
|
(4.0)
|
Overdrafts acquired on acquisition
of Cascade Engineering Europe (CEE)
|
-
|
-
|
3.2
|
3.2
|
Overdrafts repaid on acquisition
of Cascade Engineering Europe (CEE)
|
-
|
-
|
(3.2)
|
(3.2)
|
Voluntary repayments of
borrowings
|
-
|
(99.2)
|
-
|
(99.2)
|
Fees expensed
|
1.1
|
3.1
|
-
|
4.2
|
Fees expensed on voluntary
repayments of borrowings
|
-
|
2.8
|
-
|
2.8
|
Currency translation
|
-
|
(8.0)
|
-
|
(8.0)
|
31 December 2023
|
594.0
|
417.7
|
-
|
1,011.7
|
12.2 Currency Denomination of Borrowings
|
2024
|
2023
|
|
€m
|
€m
|
US dollar
|
173.1
|
163.3
|
Euro
|
848.0
|
848.4
|
Total borrowings
|
1,021.1
|
1,011.7
|
12.3 Main borrowing facilities
The main borrowing facilities are
comprised of unsecured Senior Notes and a Secured Credit Agreement
consisting of a Euro term loan, a US dollar term
loan, and a revolving credit facility
(which was undrawn during the year except for letters of
credit).
The amounts outstanding under the
agreements are:
|
2024
|
2023
|
|
€m
|
€m
|
Principal outstanding:
|
|
|
Unsecured senior notes
|
600.0
|
600.0
|
US term loan
|
178.7
|
167.5
|
Euro term loan
|
255.0
|
257.6
|
Total principal outstanding
|
1,033.7
|
1,025.1
|
Issuance discounts and
fees
|
(12.6)
|
(13.4)
|
Main borrowings facilities
|
1,021.1
|
1,011.7
|
Unsecured Senior Notes
The unsecured Senior Notes bear an
interest rate of 3.75% p.a. and mature on 15 April 2029. Interest
on the Notes is payable semi-annually in arrears on 15 April and 15
October of each year.
US term loan
The principal outstanding on the
US term loan in US dollars at 31 December
2024 is $185.0 million (2023: $185.0 million). The loan incurs interest at one-month term
SOFR + 0.11448% (minimum 0.5% p.a.) +3.25% p.a. Following a partial
voluntary repayment of the loan in 2023, no repayments of principal
are due on the US term loan until the final balance falls due on 16
December 2026.
Euro term loan
The rate on the Euro term loan is
one-month EURIBOR (minimum 0.0% p.a.) +3.25% p.a. The amount
repayable per quarter is €662,500 (2023: €662,500 per quarter)
until the final balance falls due on 16 December 2026.
Revolving credit facility
The revolving credit agreement
provides a facility of up to $300.0 million (2023: $225.0
million). Drawings under this facility bear interest in a
range of SOFR +3.0% to SOFR + 3.75% p.a. depending on the Group's
total net leverage ratio. The facility is available to be used to
issue letters of credit by TI Group Automotive Systems LLC, either
on its own behalf, or on behalf of other subsidiary undertakings.
The facility was undrawn at 31 December 2024 and 31 December 2023
(except for letters of credit, see below). The revolving credit
facility (RCF) expires on 5 September 2029, but is currently capped
to be coterminous with the expiry of the term loan on 16 December
2026. The non-utilisation fee is 0.25%
p.a. In the event the total net leverage ratio is greater than
3.5:1, the non-utilisation fee will increase to 0.375%
p.a.
The net undrawn facilities under
the RCF are shown below:
|
2024
|
2023
|
$m
|
€m
|
$m
|
€m
|
RCF Agreement
|
300.0
|
289.7
|
225.0
|
203.7
|
Utilisation for letters of
credit
|
(5.0)
|
(4.8)
|
(4.7)
|
(4.2)
|
Net undrawn revolving credit facility
|
295.0
|
284.9
|
220.3
|
199.5
|
Issuance discounts and fees
All capitalised fees are expensed
using the effective interest method over the remaining terms of the
facilities. Unamortised discounts and fees at 31 December 2024 are
€12.6 million (2023: €13.4 million).
Change of control provisions
Upon a change of control in the
Group, the unsecured senior notes must be repaid at between 100.0%
and 101.9% of the principal amount plus accrued and unpaid
interest, depending on the date when the change of control becomes
unconditional. The US term loan, Euro term loan, and any amounts
drawn against the Revolving credit facility (RCF) would become
immediately repayable at the principal amount plus accrued and
unpaid interest. All letters of credit drawn under the RCF would
also be cancelled.
12.4. Total Undrawn Borrowing Facilities
|
2024
|
2023
|
|
€m
|
€m
|
Expiring within one
year
|
11.4
|
11.2
|
Expiring after more than one
year
|
284.9
|
199.5
|
Total
|
296.3
|
210.7
|
All facilities are at floating
rates.
12.5. Movements in Net Debt and Lease
Liabilities
|
At 1 January
2024
|
Cash flows
|
|
Non-cash
changes
|
|
At 31 December
2024
|
New leases
|
Fees
expensed
|
Currency
translation
|
Remeas-urement and
disposals
|
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
Cash and cash
equivalents
|
416.7
|
(21.6)
|
-
|
-
|
6.8
|
-
|
401.9
|
Borrowings
|
(1,011.7)
|
6.1
|
-
|
(4.6)
|
(10.9)
|
-
|
(1,021.1)
|
Total net debt
|
(595.0)
|
(15.5)
|
-
|
(4.6)
|
(4.1)
|
-
|
(619.2)
|
Lease liabilities
|
(132.5)
|
29.0
|
(53.1)
|
-
|
(4.2)
|
(3.3)
|
(164.1)
|
Net debt and lease liabilities
|
(727.5)
|
13.5
|
(53.1)
|
(4.6)
|
(8.3)
|
(3.3)
|
(783.3)
|
|
At 1
January 2023
|
Cash
flows
|
|
|
Non-cash changes
|
|
At 31
December 2023
|
Cascade Net debt and lease liabilities
acquired
|
New
leases
|
Fees
expensed
|
Currency
translation
|
Remeasurement and disposals
|
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
€m
|
Cash and cash
equivalents
|
491.0
|
(58.3)
|
-
|
-
|
-
|
(16.0)
|
-
|
416.7
|
Borrowings
|
(1,115.9)
|
106.4
|
(3.2)
|
-
|
(7.0)
|
8.0
|
-
|
(1,011.7)
|
Total net debt
|
(624.9)
|
48.1
|
(3.2)
|
-
|
(7.0)
|
(8.0)
|
-
|
(595.0)
|
Lease liabilities
|
(149.6)
|
30.0
|
(0.3)
|
(14.4)
|
-
|
3.7
|
(1.9)
|
(132.5)
|
Net debt and lease
liabilities
|
(774.5)
|
78.1
|
(3.5)
|
(14.4)
|
(7.0)
|
(4.3)
|
(1.9)
|
(727.5)
|
Cash flows from financing
activities arising from changes in financial liabilities are
analysed below:
|
2024
|
2023
|
|
€m
|
€m
|
Fees paid on refinancing of
borrowings
|
3.4
|
-
|
Voluntary repayments of
borrowings
|
-
|
99.2
|
Scheduled repayments of
borrowings
|
2.7
|
4.0
|
Overdrafts repaid on acquisition
of CEE
|
-
|
3.2
|
Lease principal
repayments
|
29.0
|
30.0
|
Cash outflows from financing activities arising from changes
in financial liabilities
|
35.1
|
136.4
|
Borrowings cash flows
|
6.1
|
106.4
|
Lease liabilities cash
flows
|
29.0
|
30.0
|
Cash outflows from financing activities arising from changes
in financial liabilities
|
35.1
|
136.4
|
13. Retirement Benefit Obligations
13.1 Defined Benefit Arrangements in the Primary Financial
Statements
a. Balance Sheet
|
US
pensions
|
Other
pensions
|
US
healthcare
|
Other post- employment
liabilities
|
Total
|
Net liability
|
€m
|
€m
|
€m
|
€m
|
€m
|
Present value of retirement
benefit obligations
|
(139.0)
|
(66.7)
|
(21.6)
|
(87.4)
|
(314.7)
|
Fair value of plan
assets
|
124.3
|
73.8
|
-
|
33.5
|
231.6
|
Asset ceiling
|
-
|
(7.1)
|
-
|
-
|
(7.1)
|
Net liability at 31 December 2024
|
(14.7)
|
-
|
(21.6)
|
(53.9)
|
(90.2)
|
|
US
pensions
|
Other
pensions
|
US
healthcare
|
Other
post- employment liabilities
|
Total
|
Net liability
|
€m
|
€m
|
€m
|
€m
|
€m
|
Present value of retirement
benefit obligations
|
(141.2)
|
(72.5)
|
(22.3)
|
(88.8)
|
(324.8)
|
Fair value of plan
assets
|
116.2
|
77.1
|
-
|
32.2
|
225.5
|
Asset ceiling
|
-
|
(4.6)
|
-
|
-
|
(4.6)
|
Net liability at 31 December
2023
|
(25.0)
|
-
|
(22.3)
|
(56.6)
|
(103.9)
|
b. Income Statement
Net (expense)/income recognised in
the Income Statement is as follows:
Net (expense)/income
|
US
pensions
€m
|
Other
pensions
€m
|
US
healthcare
€m
|
Other post-employment
liabilities
€m
|
Total
€m
|
Current service cost
|
-
|
(0.2)
|
-
|
(6.9)
|
(7.1)
|
Past service credit
|
-
|
-
|
-
|
1.6
|
1.6
|
Actuarial loss recognised on other
post-employment liabilities
|
-
|
-
|
-
|
(0.5)
|
(0.5)
|
Settlement/curtailment
gain
|
-
|
0.3
|
-
|
0.4
|
0.7
|
Net interest
(expense)/income
|
(1.1)
|
0.2
|
(1.1)
|
(2.5)
|
(4.5)
|
Total expense for the year ended 31 December
2024
|
(1.1)
|
0.3
|
(1.1)
|
(7.9)
|
(9.8)
|
Net (expense)/income
|
US
pensions
€m
|
Other
pensions
€m
|
US
healthcare
€m
|
Other
post-employment liabilities
€m
|
Total
€m
|
Current service cost
|
-
|
(0.6)
|
-
|
(8.0)
|
(8.6)
|
Settlement/curtailment
(loss)/gain
|
-
|
(0.4)
|
-
|
0.3
|
(0.1)
|
Net interest
(expense)/income
|
(1.4)
|
0.5
|
(1.4)
|
(2.2)
|
(4.5)
|
Total expense for the year ended 31
December 2023
|
(1.4)
|
(0.5)
|
(1.4)
|
(9.9)
|
(13.2)
|
Poland adopted a provision
for long service award benefits which capped them at a maximum rate
for inflation, resulting in a past service credit of €1.6m in the
year (2023: nil).
c. Statement of Comprehensive
Income
Re-measurements of retirement
benefit obligations included in the Statement of Comprehensive
Income are as follows:
(Expense)/income
|
US
pensions
€m
|
Other
pensions
€m
|
US
healthcare
€m
|
Other post-employment
liabilities
€m
|
Total
€m
|
Return on assets excluding amounts
recognised in the Income Statement
|
0.4
|
(6.3)
|
-
|
(0.3)
|
(6.2)
|
Changes in demographic
assumptions
|
-
|
0.2
|
-
|
(0.2)
|
-
|
Changes in financial
assumptions
|
6.5
|
6.2
|
1.1
|
2.2
|
16.0
|
Experience
gains/(losses)
|
2.3
|
1.8
|
(0.2)
|
(2.3)
|
1.6
|
Change in asset ceiling
|
-
|
(2.4)
|
-
|
-
|
(2.4)
|
Total net Income for the year ended 31 December
2024
|
9.2
|
(0.5)
|
0.9
|
(0.6)
|
9.0
|
(Expense)/income
|
US
pensions
€m
|
Other
pensions
€m
|
US
healthcare
€m
|
Other
post-employment liabilities
€m
|
Total
€m
|
Return on assets excluding amounts
recognised in the Income Statement
|
7.6
|
(0.9)
|
-
|
(0.2)
|
6.5
|
Changes in demographic
assumptions
|
0.8
|
0.9
|
0.3
|
0.1
|
2.1
|
Changes in financial
assumptions
|
(4.1)
|
(3.1)
|
2.9
|
(3.7)
|
(8.0)
|
Experience
gains/(losses)
|
0.4
|
(1.4)
|
0.9
|
(3.9)
|
(4.0)
|
Change in asset ceiling
|
-
|
4.2
|
-
|
-
|
4.2
|
Total net income for the year ended
31 December 2023
|
4.7
|
(0.3)
|
4.1
|
(7.7)
|
0.8
|
13.2 Sensitivity analysis
Changes in the principal
assumptions would decrease/(increase) the total defined benefit
obligation (DBO) as follows:
Decrease/(increase) in DBO
|
Change in
assumption
|
2024
|
2023
|
Increase
€m
|
Decrease
€m
|
Increase
€m
|
Decrease
€m
|
Discount rate
|
0.5%
|
14.0
|
(15.4)
|
15.7
|
(17.3)
|
Inflation rate
|
0.5%
|
(4.0)
|
4.1
|
(5.3)
|
5.2
|
Salary growth rate
|
0.5%
|
(1.7)
|
1.6
|
(2.5)
|
2.3
|
Life expectancy
|
1
year
|
(8.0)
|
8.0
|
(8.3)
|
8.4
|
Healthcare cost trend: Initial
rate
|
0.5%
|
(0.1)
|
0.1
|
(0.7)
|
0.7
|
The sensitivity analysis above
illustrates the change in each major assumption, whilst holding all
others constant. The methods of calculating the defined benefit
obligation for this purpose are the same as used for calculating
the end-of-year position.
14. Provisions
Movements in provisions are as
follows:
|
Product
warranty
|
Restructuring
|
Other
|
Total
|
|
€m
|
€m
|
€m
|
€m
|
At 1 January 2024
|
7.2
|
4.6
|
5.9
|
17.7
|
Provisions made during the
year
|
3.6
|
40.1
|
0.2
|
43.9
|
Provisions reversed during the
year
|
(0.5)
|
-
|
(2.0)
|
(2.5)
|
Provisions used during the
year
|
(3.7)
|
(27.1)
|
-
|
(30.8)
|
Currency translation
|
0.2
|
-
|
(0.2)
|
-
|
At 31 December 2024
|
6.8
|
17.6
|
3.9
|
28.3
|
|
|
|
|
|
Total provisions:
|
2024
|
2023
|
|
€m
|
€m
|
Non-current
|
2.9
|
2.6
|
Current
|
25.4
|
15.1
|
Total provisions
|
28.3
|
17.7
|
Product warranty
The majority of product warranty
provisions relate to specific customer issues, and are based upon
open negotiations and past customer claims experience. Utilisation
of the warranty provision is expected in 2025.
Restructuring
Restructuring provisions comprise
announced headcount reductions and similar costs of balancing
production capacity with market requirements. In response to the
challenges currently facing the automotive industry, the Group has
undertaken extensive restructuring initiatives during the year,
resulting in a charge from provisions made of €40.1 million (2023:
€13.4 million). Of this, €11.8 million was incurred in Germany,
€7.8 million in China, €3.9 million in Mexico, €3.0 million in
Spain, €2.8 million in Belgium and €2.6 million forming part of the
Ligonier (US) closure exceptional item (further details in Note 5).
The charge for the year also includes €1.1 million of redundancy
costs in relation to the closure of the Group's operations in
Sweden, offset by a €1.2 million gain on sale of the owned
manufacturing facility. A substantial portion of the closing
restructuring provision balance is expected to be utilised in 2025
with the remaining residual amount in 2026.
Other provisions
Other provisions at 31 December
2024 comprise provisions for disputed claims for indirect taxes
totalling €0.7 million (2023: €1.0 million), asset retirement
obligations totalling €1.9 million (2023: €1.9 million) and other
supplier, customer and employee claims of €1.4 million (2023: €3.0
million). Asset retirement obligations are linked to the useful
lives of the underlying assets, with expected utilisation ranging
from 2025 to 2027. The indirect tax provisions are expected to be
utilised over the next three years. The outstanding customer claim
was reversed during the year, with the supplier and employee claims
expected to be utilised in 2025.
15. Cash Generated from Operations
|
2024
|
2023
|
|
€m
|
€m
|
Profit for the year
|
32.5
|
83.6
|
Income tax expense before
exceptional items
|
35.9
|
37.5
|
Exceptional income tax
credit
|
(4.5)
|
-
|
Profit before income tax
|
63.9
|
121.1
|
Adjustments for:
|
|
|
Depreciation, amortisation and
non-exceptional impairment charges
|
176.0
|
178.9
|
Exceptional impairment
charges
|
38.0
|
-
|
Net (gains)/losses on disposal of
PP&E, intangible and right of use assets
|
(2.3)
|
0.2
|
Net gains on disposal of PP&E
in restructuring costs
|
(1.1)
|
-
|
Share-based expense excluding
social security costs
|
9.3
|
8.6
|
Net finance expense
|
68.5
|
74.7
|
Net foreign exchange
losses
|
2.6
|
0.2
|
Changes in working
capital:
|
|
|
- Inventories
|
(15.0)
|
(11.6)
|
- Trade and other
receivables
|
(2.8)
|
(25.8)
|
- Trade and other
payables
|
3.5
|
26.3
|
Change in provisions
|
10.6
|
1.8
|
Change in retirement benefit
obligations
|
(11.2)
|
(1.1)
|
Total
|
340.0
|
373.3
|
The changes in working capital
(movements in inventories, trade and other receivables and trade
and other payables) reflect a number of non-cash transactions. The
most significant of these arises from movements due to changes in
foreign exchange rates, on translation of the Group's overseas
operations into the Group's presentation currency, Euro.
16. Glossary of terms
Adjusting items
Adjusting items represent
transactions, that in Management's view, do not form part of the
substance of the trading activities of the Group, such as
large-scale reorganisations, system implementations, acquisition
costs and certain non-cash accounting measures. Adjusting Items
comprise: exceptional items, depreciation and amortisation arising
on purchase accounting, net foreign exchange losses/(gains),
restructuring costs, customisation and configuration costs of
significant software as a service (SaaS) arrangements and costs
associated with business acquisitions or disposals.
Adjusted Basic EPS
Adjusted Net Income divided by the
weighted average number of shares outstanding.
Adjusted Cash Conversion
Adjusted Free Cash Flow divided by
Adjusted EBITDA.
Adjusted Diluted EPS
Adjusted Net Income divided by the
weighted average number of diluted shares outstanding.
Adjusted EBIT
Operating profit excluding
adjusting Items.
Adjusted EBITDA
Adjusted EBIT plus depreciation,
amortisation and non-exceptional impairments on non-purchase
accounting.
Adjusted Free Cash Flow
Free Cash Flow adjusted for cash
movements in financial assets at fair value through profit or loss,
and the net cash flows arising on adjusting items.
Adjusted Net Income
Profit or loss for the period
attributable to ordinary shareholders, excluding Adjusting Items,
net of their tax effect.
Adjusted ROCE
Adjusted Return on Capital
Employed is Adjusted EBIT divided by the two-year trailing average
of capital employed, which is defined as total equity, excluding
taxation balances, derivatives, net debt and lease liabilities,
restructuring provisions and balances related to Bain acquisition
accounting (goodwill, intangible assets and purchase price
allocation adjustments).
BEV
Battery electric
vehicles.
CGU
Cash-generating unit, being the
management level of the Group, for example Asia Pacific
(APAC).
Constant currency
The remeasurement of prior period
results at current exchange rates to eliminate fluctuations in
translation rates and achieve a like-for-like
comparison.
EBITDA
Profit or loss before tax, net
finance expense, depreciation, amortisation and impairment of
property, plant and equipment, intangible assets and
right-of-use assets.
EV
Electric vehicles including BEV
and HEV.
FHEV
Full hybrid electric vehicles,
includes PHEV and self-charging HEV.
Free Cash Flow
The total of net cash generated
from operating activities and net cash used by investing
activities.
GLVP
Global light vehicle
production.
HEV
Hybrid electric vehicles,
excluding mild hybrid vehicles.
ICE
Internal combustion engine
vehicles.
LVP
Light vehicle production used as a
reference when referring to regional data.
MHEV
Mild hybrid electric vehicles,
which only have modest electrification.
Net debt
The total of current and
non-current borrowings excluding lease liabilities, net of cash and
cash equivalents and financial assets at fair value through profit
or loss.
Net leverage
Net debt divided by the last 12
months' Adjusted EBITDA.
OEM
Original equipment manufacturer,
used to refer to vehicle manufacturers, the main customers of the
Group.
PHEV
Plug-in hybrid electric
vehicles.
Revenue outperformance
The growth in revenue at constant
currency compared to the growth in global light vehicle production
volumes.
SBTi
Science-based target initiative,
which is used to refer to the climate change targets aligned to the
Paris Agreement targets.