Contents. Interim Management Report 1

Transcription

1 Interim Report For the six month period ended 27 June 2015 Interim Report For the six month period ended 27 June

2 Contents Interim Management Report 1 UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION Condensed Group Income Statement 8 Condensed Group Statement of Other Comprehensive Income 9 Condensed Consolidated Statement of Financial Position 10 Condensed Group Statement of Changes in Equity as at 27 June Condensed Group Statement of Changes in Equity as at 28 June 12 Condensed Consolidated Statement of Cash Flows 13 Notes to the Condensed Consolidated Financial Statements 14

3 Interim Report For the six month period ended 27 June 2015 Interim Management Report For the six months ended 27 June 2015 Key Financial Performance Measures The Group uses a number of key performance metrics to assess its financial performance for the six month period ended 27 June Revenue EBITDA* Adjusted Diluted EPS** (Cents) Total Equity Revenue % EBITDA * % Profit before tax and exceptional items % Profit for the period % Adjusted diluted EPS (cents) ** % EBITDA Interest cover (times) *** % Total equity **** % Net Debt % * EBITDA represents earnings before interest, tax, depreciation, amortisation, exceptional items and non-recurring items. Management believes that EBITDA, while not defined under IFRSs, provides a fair reflection of the underlying trading performance of the Group. Further detail in relation to exceptional and non-recurring items is contained in note 3 of the interim financial information. ** Adjusted Diluted Earnings per Share is calculated by dividing the adjusted profit attributable to ordinary shareholders (which excludes exceptional and non-recurring items, and their tax effects) by the weighted average number of Ordinary Shares outstanding, as adjusted for the effects of all Ordinary Shares and options with a dilutive effect. *** EBITDA interest cover based on the six month period. **** The Comparative total equity number is as of 31 December and the comparative net debt number is as of 30 June Change % Interim Highlights The operating financial highlights for the first six months of 2015 were as follows: Turnover increased by 10.2% at million (: million), due primarily to a strong performance in the Plastics division including a 16.1 million contribution during the period from Straight which was acquired in the second half of. Group EBITDA showed an increase from 10.8 million in to 13.3 million in The six months results includes a contribution from Straight which was acquired in August. Group profit before tax and before exceptional items amounted to 8.2 million (: 3.8 million). The profit for the period after tax and exceptional items amounted to 5.1 million (: 4.5 million). Total equity amounted to million at 27 June 2015 compared with million at 31 December. Net debt (excluding Convertible Loan Notes) increased during the period since 31 December by 7.1 million to 14.5 million at period end (31 December : 7.4 million) primarily as a result of the seasonal trend in working capital in the Group s businesses. Straight has been fully integrated with the MGB Plastics business in OnePlastics creating one of the United Kingdom s leading environmental waste and recycling container businesses. Bank facility term extended through January 2019 on improved terms. Post period end, completion of the transformational acquisition of IPL Inc. which will significantly increase the Group s international reach and provides the Group with a platform for future growth both organically and through acquisition. Post period end, NTR plc s announcement of its decision to finalise plans for the demerger of its European wind business and a proposed return of capital to shareholders in the order of 2.25 per share, which amounts to c. 52 million to be received by One51 plc. 1

4 Interim Management Report For the six months ended 27 June 2015 (continued) Accounting policies and basis of preparation The Group s 2015 interim financial information is the first interim financial information to be prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ( IAS34 ) as adopted by the European Union. The prior period comparative numbers have been restated in accordance with IFRSs. Details of the basis of preparation of the interim financial information is included in note 1 on page 14. Details of the Group s significant accounting policies are included in note 1 of the financial statements. As set out in note 16 to the financial statements, the Group has departed from the requirements of IAS 28 Investments in Associates and Joint Ventures and IFRS 12 Disclosure of Interests in Other Entities in the accounting for the investment in NTR plc. Forward-looking statements This report contains some forward-looking statements that represent One51 s expectations for its business, based on current expectations about future events, which by their nature involve risks and uncertainties. One51 believes that its expectations and assumptions with respect to these forwardlooking statements are reasonable. However, because they involve risks and uncertainties which are in some cases beyond One51 s control, actual results or performance may differ materially from those expressed or implied by such forwardlooking statements. Financial Review Revenue Group revenue increased by 10.2% to million in 2015 (: million) analysed as follows: 2015 OnePlastics Group ClearCircle Environmental EBITDA Group EBITDA increased by 22.9% to 13.3 million in 2015 (: 10.8 million) analysed as follows: 2015 OnePlastics Group ClearCircle Environmental Unallocated centre and other costs (3.6) (2.7) The increase in Group EBITDA includes the six month contribution from Straight which was acquired in August in addition to a gain of 0.9 million arising as a result of the positive period on period impact of foreign currency exchange rates. EBITDA for the six months to June included contributions from businesses and retail property which were disposed of during and Excluding the impact of Straight, EBITDA for the first six months of 2015 was in line with the same period in. A detailed business review is included on pages 4 and 5 of this interim management report. Exceptional and non-recurring Items The table below summarises the exceptional and non-recurring items which have impacted on the interim financial results during the current and prior period Non-recurring items - (credit) (1.2) (0.9) Total included in operating profit before exceptional items - (credit) (1.2) (0.9) Gain on disposals of available for sale financial assets - (2.4) Loss/profit on disposals of property, plant & equipment 0.3 (0.1) Acquisitions related costs Reversal of previous impairment charge on property, plant & equipment - (2.0) Legal and related costs associated with previously disposed subsidiary Total included as exceptional itemscharge / (credit) 1.9 (3.7) Total net charge/ (credit) to income statement for non-recurring and exceptional items 0.7 (4.6) 2

5 Interim Report For the six month period ended 27 June 2015 Further detail on the nature of these exceptional and nonrecurring items is included in note 3 of the interim financial information. Finance Costs Interest payable decreased by 1.1 million to 1.0 million in 2015 (: 2.1 million) primarily as a result of a reduction in the Group s debt levels and as a result of lower interest rates associated with the Group s amended bank facilities. Taxation The total tax charge for the period was 1.2 million (: 0.6 million). Adjusted Earnings per Share Management believe that Adjusted Earnings Per Share provides a fair reflection of the underlying trading performance of the Group before taking into account the impact of exceptional items and non-recurring items, and their tax effects. Adjusted earnings per share and adjusted fully diluted earnings per share is calculated by dividing the adjusted profit attributable to ordinary shareholders (which excludes exceptional and nonrecurring items, and their tax effects) by the weighted average number of Ordinary Shares outstanding. In the case of adjusted fully diluted earnings per share, the number of outstanding Ordinary Shares is adjusted for the effects of all Ordinary Shares and options with a dilutive effect. In the six month period, the adjusted basic earnings per share was 3.57 cent (: 2.52 cent). The adjusted diluted earnings per share was 3.44 cent (: 2.45 cent). Further details on earnings per share are included in note 11 of the interim financial information. Free Cash Flow Free cash flow represents cash generated by Group activities during the reporting period (or in the case of cash outflow, used by Group activities during the reporting period) and available for reinvestment elsewhere, including the early repayment of debt. Free cash flow for the first six months of 2015 was an outflow of 10.0 million (: 8.8 million) being primarily as a result of the Group s investment in working capital which is representative of the general working capital development profile of the Group as described in note 14 of the interim financial information whereby the Group s investment in working capital typically peaks during the first half of the year and then unwinds over the remainder of the year. Included in the 3.9 million increased investment in working capital for the period are the Group s build of working capital for customer deliveries in the second half of 2015, the one time effect of the working capital associated with the Straight business acquired in August and 0.3 million of prepaid deposits on certain capital expenditure planned for the second half of EBITDA before exceptional and nonrecurring items Foreign exchange (gains)/losses (1.9) 0.5 Exceptional and non-recurring items with cash effect Working capital movements (14.4) (10.5) Other (0.4) (1.4) Net cash outflow from operating activities (before tax)* (3.3) (0.4) Maintenance capital expenditure** (4.6) (4.7) Finance costs paid (net) (1.5) (3.3) Income tax paid (0.6) (0.4) Free cash flow (10.0) (8.8) * Net cash outflow from operating activities as shown above is before income tax paid. ** Maintenance capital expenditure is the minimum capital expenditure that the business must spend to maintain current output and continue to exist in its current state. Capital expenditure Capital expenditure in the first six months of 2015 of 7.4 million (: 4.7 million) was inclusive of development capital expenditure of 2.8 million (: Nil) and compares to a depreciation charge of 5.2 million (: 4.3 million). Net debt 2015 * Cash and cash equivalents Bank loans (40.7) (66.7) Obligations under finance leases (0.2) (0.3) Net debt (14.5) (7.4) * At 31 December The definition of net debt is defined by the Group as cash at hand and in bank less bank overdrafts and loans, less finance lease obligations. The definition of net debt excludes Convertible Loan Notes. Bank loans included above are different from those amounts included in the statement of financial position as the above amounts reflect the actual balances due to the lenders at the reporting period end. The amounts included within the statement of financial position are calculated under the effective interest rate method as prescribed by IAS 39 Financial Instruments: Recognition and Measurement. 3

6 Interim Management Report For the six months ended 27 June 2015 (continued) Business Review OnePlastics Group 2015 Revenue EBITDA OnePlastics operates from six separate sites, one of which is located in Ireland (Protech Performance Plastics). There are a further four sites located in the UK (MGB Plastics, AAC Structural Foam, PPC and Straight) and one site is based near Shanghai in China (Protech China). The OnePlastics division produces a diverse portfolio of products, including both proprietary products (MGB Plastics, Straight and PPC) and trade moulding (AAC and Protech). In Ireland, OnePlastics supplies a range of containers to the agricultural and decorative coatings industries, and also manufactures bespoke products for multinational companies serving the nutrition, pharmaceutical and computer storage sectors. Its manufacturing plant in China supports the Irish operation by producing bespoke products for the computer storage sector which allows it to support the global supply chain of its customers. In the UK, MGB Plastics and Straight manufacture and supply wheeled refuse bins and other recycling containers to the UK market. OnePlastics is the largest wheeled bin and recycling container producer in the UK, with customers in both the public and private sectors. In addition, the AAC business contract manufactures a range of other high-volume items, including construction products, school chairs and trays, for a number of blue-chip clients. As well as supplying paint containers to the decorative coatings industry in the UK, PPC has expanded its product portfolio and now supplies plastic pail containers to a range of industries such as the fencing and adhesive markets. OnePlastics has an increasing number of high-profile multinational customers in Ireland and the UK and has developed plastic products in partnership with a number of blue chip international companies. The OnePlastics management team actively manages these relationships while continuously exploring opportunities to better serve the ever changing requirements of customers. The first six month period of 2015 has been another successful period for OnePlastics, characterised by a strong underlying trading performance in its businesses with a strong contribution from Straight which was acquired in August. During the period, Straight has been fully integrated with the MGB Plastics business creating one of the United Kingdom s leading environmental waste and recycling container businesses. On a like-for-like basis, excluding the Straight acquisition, and the sale of the trade and assets of the Thormac business in Ireland in early 2015, revenue was 50.0 million (: 50.6 million). On a like-for-like basis, excluding the Straight acquisition, the sale of the trade and assets of the Thormac business in Ireland in early 2015 and the positive period on period impact of foreign currency exchange rates in 2015, EBITDA was 7.8 million (: 7.6 million). Whilst the recent reduction in the price of crude oil has been of benefit to the profitability of European petrochemical groups, plastic converters such as OnePlastics have not seen any notable benefit in terms of lower prices from our resin suppliers as a result of the shortage in supply which has resulted due to unscheduled shutdowns. The strategy of OnePlastics continues to be to strengthen its position as a leading provider of quality plastics products to a variety of end users while enhancing margins through innovation and operational excellence. ClearCircle Environmental 2015 Revenue EBITDA ClearCircle Environmental ( ClearCircle ) is the umbrella brand for the Group s environmental services activities, which includes the Hazardous Waste Management activities and the Metals and Materials Recycling activities which are located in Ireland and the United Kingdom. The businesses within the division provide a range of environmental services including hazardous waste management activities and services involved in the recovery of resources for recycling and reuse in a sustainable manner. ClearCircle Environmental s Irish Hazardous Waste Management business is Rilta Environmental Limited ( Rilta ). Rilta is licensed by the Environmental Protection Agency and has ISO 9001 and accreditations. The key activities of Rilta include waste brokerage, contaminated soil disposal, waste oil collection and recycling, industrial services, waste treatment, recycling waste packaging, recycling transformers, asbestos disposal and lead acid battery collection and disposal. A market leader within many of its chosen service segments, Rilta is well positioned to benefit from any upturn in domestic economic activity. Rilta remains focused on customer service, providing innovative solutions and adapting to new market opportunities. ClearCircle s UK Hazardous Waste Management business is Future Industrial Services Limited ( Future ). Future is permitted by the UK Environmental Agency and holds ISO 9001 and accreditations. The business provides hazardous waste management and industrial services from three locations, Liverpool, Newport and Berwick-upon-Tweed. 4

7 Interim Report For the six month period ended 27 June 2015 ClearCircle s metal recycling business in Ireland operates four sites in Ireland (Cork, Galway, Limerick and Mountmellick). These operations are engaged in scrap metal processing, end of life vehicle processing and ferrous/non-ferrous metals trading. In the United Kingdom, ClearCircle operates three metal recycling sites in the greater Manchester area, and a further two facilities in the South East of England. The common theme between these businesses is the collection of end of life ferrous and non-ferrous material for resale. The Hazardous Waste Management business delivered a solid performance during the six month period and is now seeing some of the underlying economic recovery in the UK and Ireland feed through at this point in the cycle. Revenue and EBITDA increased by 11.7% and 11.9% respectively during the first half of The Metals Recycling businesses continue to be impacted by weakened global demand and depressed commodity prices. Revenue decreased by 4.0% during the period with no material change in EBITDA margin. Subsequent to the period end reporting date, the Group initiated an exploratory assessment as to the options available to it with respect to the operations undertaken by One51 Metals (North) Limited at the three metal recycling sites in the greater Manchester area. This assessment has resulted in the Group determining in late July that certain of those operations will be wound down and the Group will seek to divest of the trade and assets of the remainder of that business. The combined Revenue and EBITDA contributed by these operations in the first half of 2015 were 20.6 million (: 18.7 million) and 0.3 million (: 0.1 million) respectively. The Group s remaining UK and Irish metal operations remain unaffected. Management continues to review the performance of individual business locations with a view to simplifying the activities carried on, streamlining the cost base and being in a position to respond quickly to changes in global demand. Investment Portfolio At the period end, One51 continued to hold a significant investment portfolio largely focused on the renewable energy sector including the Group s 23.6% interest in NTR plc ( NTR ), its 4.3% interest in OpenHydro and its 13.7% stake in Pioneer Green Energy LLC. The fair value for NTR was 2.45 per share at the period end (31 December : 2.10 per share) valuing the Group s investment in NTR at 56.4 million (31 December : 48.3 million). Further detail on the nature of the Group s investments is included in note 8 of the interim financial information. On 8 July, 2015, NTR announced its decision to finalise plans for a proposed return of capital and demerger of its European wind business from the other parts of NTR. The demerger of NTR s European wind assets will be dependent on the necessary level of approvals and support from shareholders as well as the approval of the High Court, as the business will be demerged from other legacy assets in the NTR Group under a standalone holding company. The new holding company will hold the European wind business following the demerger and will also hold cash to fund an initial distribution via a share redemption offer. All NTR shareholders will initially remain as shareholders in both the existing business and the new holding company pro rata to their existing shareholding in NTR. Shareholders can either elect to remain with the European wind business or to have all of their shares redeemed in the new holding company. All NTR shareholders will remain as shareholders in the business holding the legacy assets pro rata to their existing holdings and the assets and liabilities of this legacy company will be managed through the mid-term to optimise capital return for shareholders. It is envisaged that this legacy business will return further capital to its shareholders as proceeds are generated and as certain contingent liabilities fall away. The NTR announcement on 8 July 2015 notes that shareholders will have an opportunity to consider and vote on the proposals which will be described in the circular at an EGM, expected to take place within three months of the announcement. On 17 August 2015, NTR issued a circular to its shareholders proposing the demerger of its European wind business from the other parts of the Group and a share redemption at 2.25 per share. The shareholders meeting has been convened on 9 September Following approval by the shareholders and as part of the demerger, NTR plc will be renamed Altas plc and Altas plc will hold the existing NTR interests in waste water treatment, toll toad concessions and energy storage. The assets and liabilities of Altas plc will be managed through the mid-term to optimise capital return for all shareholders. One51 have provided NTR with an irrevocable undertaking committing to participate in the redemption and will not therefore be retaining any shareholding in the demerged European wind business of NTR following the demerger but will, however, retain its full pro-rata shareholding in Altas plc. Principal Risks and Uncertainties The Board of One51 is responsible for the Group s risk management and internal control systems, which are designed to identify, manage and mitigate potential material risks to the achievement of the Group s strategic and business objectives. The Board has approved a Risk Management Policy which sets out delegated responsibilities and procedures for the management of risk across the Group. 5

8 Interim Management Report For the six months ended 27 June 2015 (continued) The principal risks and uncertainties facing the Group in the short to medium term, as set out in the Directors report and note 35 of the Annual Report (together with the principal mitigation measures), continue to be the principal risks and uncertainties facing the Group for the remaining six months of the financial year. Whilst those matters noted in the Annual Report do not represent an exhaustive statement of all relevant risks and uncertainties, matters which are not currently known to the Board or events which the Board considers to be of low likelihood could emerge and give rise to material consequences. The mitigation measures that are maintained in relation to the Group s risks are designed to provide a reasonable and not an absolute level of protection against the impact of the events in question. Capital Resources and Going Concern The Group is financed principally through a combination of equity, bank borrowings and free cash flow generated from operations. The efficient management of assets and working capital form a key part of the Group s financial structure. The Group has appropriate financial resources and operates in established business sectors across different geographical areas and industries. Taking into consideration the future financial requirements of the Group and the existing bank facilities which have a maturity in January 2019, the Directors have determined that the Group as a whole has adequate resources to continue in operational existence for the foreseeable future. At the period end, the Group held 26.4 million of cash reserves (31 December : 59.6 million) and had bank loans in its Statement of Financial Position, as indicated in note 9 of the Interim financial information, of 38.4 million (31 December : 65.0 million). The total committed facilities at the period end, which were extended in April 2015 to January 2019, amounted to 92.0 million. The Group also has available to it, other uncommitted bank facilities. Outlook The performance in the first half of 2015 has been encouraging with good growth including the contribution from the successful acquisition of Straight. The second half of the year has started satisfactorily and despite the ongoing impact of weakened global demand and depressed commodity prices in the ClearCircle business, the Group expects to perform in line with market expectations. The full year results for 2015 will be enhanced by the results of IPL Inc. from 23 July 2015, the date the Group acquired its 67% shareholding in that group. and strategic fit to the Group. The acquisition significantly increases the Group s international reach and provides One51 with a platform for future growth in North America thereby providing the Group with access to significant new markets for existing products. It also allows One51 to bring a wide range of exciting new products, especially in food packaging and bulk containers, to existing OnePlastics customers. Further detail on the acquisition of IPL Inc. is included in note 15. The Group continues to pursue a clear strategy based on the development and growth of the Group s core operating Plastics and Environmental Services businesses. One51 is committed to implementing a number of strategic initiatives aimed at delivering the next phase of growth for both these divisions as evidenced through the recent acquisition of IPL Inc. The combination of the Group s bank debt facility and equity capital raised during has provided the Group with the flexibility necessary to take advantage of opportunities to develop the business including the strategic acquisition of IPL Inc. The Group will consider other acquisitions that make sound strategic sense and which are complimentary to the Group s strategy. In parallel with the strategies in place for each operating division, we will continue to actively manage the portfolio of other assets and investments in a disciplined and proactive manner over the medium term to derive maximum value for shareholders. About One51 One51 comprises two operating businesses focused on environmental services and plastics. The Group also continues to manage a significant investment portfolio with interests in renewable energy. One51 is headquartered in Dublin, Ireland and has operations in Ireland, the UK, Canada, the USA and China. Investor Enquiries Alan Walsh, Chief Executive Officer, Robert Burns, Group Head of Corporate Development, On 3 July 2015, the Group announced that together with two Canadian equity partners that it was acquiring IPL Inc., a Canadian headquartered group with operations in Canada and the USA, for a total consideration of CAD$280 million with One51 acquiring a 67% majority share holding. The transaction subsequently closed on 23 July The acquisition of IPL Inc. is a transformational deal for One51 providing both scale 6

9 Interim Report For the six month period ended 27 June 2015 Interim Financial Information For the six month period ended 27 June 2015 UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL INFORMATION Condensed Group Income Statement 8 Condensed Group Statement of Other Comprehensive Income 9 Condensed Consolidated Statement of Financial Position 10 Condensed Group Statement of Changes in Equity as at 27 June Condensed Group Statement of Changes in Equity as at 28 June 12 Condensed Consolidated Statement of Cash Flows 13 Notes to the Condensed Consolidated Financial Statements 14 7

10 Condensed Group Income Statement for the six month period ended 27 June 2015 (unaudited) Continuing operations 2015 Exceptional items Total Exceptional items Note Revenue 2 141, , , ,737 Cost of sales (111,425) - (111,425) (104,773) - (104,773) Gross profit 30,477-30,477 23,964-23,964 Operating expenses, net (including nonrecurring costs/income) 3 (21,220) (1,972) (23,192) (18,358) 3,680 (14,678) Operating profit 9,257 (1,972) 7,285 5,606 3,680 9,286 Finance costs 4 (1,045) - (1,045) (2,050) - (2,050) Share of profit joint venture, net of tax Profit before taxation 8,212 (1,972) 6,240 3,795 3,680 7,475 Income tax (expense)/credit 5 (1,512) 356 (1,156) (661) 99 (562) Profit from continuing operations 6,700 (1,616) 5,084 3,134 3,779 6,913 Discontinued operation Profit/(loss) from discontinued operations, net of tax (2,473) (2,378) Profit for period: all attributable to equity holders of the parent 6,700 (1,616) 5,084 3,229 1,306 4,535 Earnings per share Basic earnings per share (cents) Diluted earnings per share (cents) Earnings per share continuing operations Basic earnings per share (cents) Diluted earnings per share (cents) Total 8

11 Interim Report For the six month period ended 27 June 2015 Condensed Group Statement of Other Comprehensive Income for the six month period ended 27 June 2015 (unaudited) 2015 Note Other comprehensive income Profit for the period 5,084 4,535 Items that are or may be reclassified to profit or loss Foreign operations foreign currency translation 8,562 3,067 Available-for-sale financial assets net change in fair value 8 8,056 2,531 Available-for-sale financial assets reclassified to income statement on disposal - (3,315) Other comprehensive income 16,618 2,283 Total comprehensive income: all attributable to equity holders of the parent 21,702 6,818 9

12 Condensed Consolidated Statement of Financial Position as at 27 June 2015 Assets Note Unaudited 27 June Audited 31 December 000 Unaudited 28 June 000 Property, plant and equipment 6 72,562 65,440 62,159 Goodwill and intangible assets 7 52,735 49,371 34,286 Investment in joint venture - - 1,530 Investment property 1,523 1,460 3,293 Available-for-sale financial assets 8 59,788 51,729 36,684 Deferred tax assets 1,350 1, Non-current assets 187, , ,747 Inventories 17,080 15,357 15,889 Trade and other receivables 50,977 39,315 43,848 Cash and cash equivalents 26,441 59,629 27,333 Assets held for sale - 1,116 - Current assets 94, ,417 87,070 Total assets 282, , ,817 Equity Share capital 1,570 1,566 1,257 Share premium 88,566 88,518 62,223 Reserves 42,590 26,000 7,532 Retained earnings 48,447 43,335 38,590 Total equity 181, , ,602 Liabilities Loans and borrowings 9 38,459 62,255 59,044 Trade and other payables 2,254 1,743 6,896 Deferred consideration Provisions Deferred tax liabilities 2,308 2,027 1,125 Retirement benefit liability - - 1,394 Non-current liabilities 44,515 67,630 68,459 Loans and borrowings ,060 2,032 Trade and other payables 53,204 50,522 43,713 Deferred consideration Provisions Current income tax payable 3,010 2,720 2,011 Liabilities held for sale Current liabilities 56,768 57,718 47,756 Total liabilities 101, , ,215 Total equity and liabilities 282, , ,817 10

13 Interim Report For the six month period ended 27 June 2015 Condensed Group Statement of Changes in Equity as at 27 June 2015 (unaudited) Share Capital Share premium Translation reserve Share based payment reserve Available -for-sale reserve Treasury share reserve Convertible loan note reserve Retained earnings Total Balance at 1 January ,566 88,518 3,833 3,279 20,113 (1,303) 78 43, ,419 Total comprehensive income Profit ,084 5,084 Other comprehensive income Revaluation gains on available-for-sale financial assets , ,056 Foreign operations foreign currency translation - - 8, ,562 Other comprehensive income - - 8,562-8, ,618 Total comprehensive income - - 8,562-8, ,084 21,702 Transactions with owners of the Company Contributions, distributions and capital reductions Issue of Ordinary Shares exercise of share options (28) Total contributions, distributions and capital reductions (28) Total transactions with owners of the Company ,562 (28) 8, ,112 21,754 Balance at 27 June ,570 88,566 12,395 3,251 28,169 (1,303) 78 48, ,173 11

14 Condensed Group Statement of Changes in Equity as at 28 June (unaudited) Share Capital Share premium Translation reserve Share based payment reserve Available -for-sale reserve Treasury share reserve Convertible loan note reserve Retained earnings Total Balance at 1 January 126, ,314 (1,758) 3,574 5,850 (2,770) 386 (290,581) 102,692 Total comprehensive income Profit ,535 4,535 Other comprehensive income Realisation of revaluation gain on sale of financial asset (3,315) (3,315) Revaluation gain on available-for-sale financial assets , ,531 Foreign operations foreign currency translation - - 3, ,067 Other comprehensive income - - 3,067 - (784) ,283 Total comprehensive income - - 3,067 - (784) - - 4,535 6,818 Transactions with owners of the Company Contributions, Distributions and capital reductions Issue of Ordinary Shares exercise of share options (33) Capital reduction (125,425) (199,178) ,603 - Total contributions, distributions and capital reductions (125,420) (199,091) - (33) , Total transactions with owners of the Company (125,420) (199,091) 3,067 (33) (784) ,171 6,910 Balance at 28 June 1,257 62,223 1,309 3,541 5,066 (2,770) , ,602 12

15 Interim Report For the six month period ended 27 June 2015 Condensed Consolidated Statement of Cash Flows for the six month period ended 27 June 2015 (unaudited) 2015 Note Net cash flows from operating activities before working capital movements and exceptional items 10,963 9,832 Movements in working capital (14,418) (10,495) Net cash flows from operating activities pre exceptional items (3,455) (663) Exceptional items paid (457) (206) Net cash flows from operating activities after exceptional items 10 (3,912) (869) Cash flows from investing activities Proceeds from sale of property, plant and equipment & intangible assets 2, Proceeds from sale of listed investment - 8,805 Proceeds received from sale of business undertakings Disposal of subsidiary undertaking, net of cash disposed - 5,710 Dividends received from available for sale assets 1, Acquisition of property, plant and equipment (7,366) (4,677) Acquisition of intangible assets (185) (67) Deferred consideration paid (141) - Net cash (used in) / from investing activities (3,060) 10,303 Cash flows from financing activities Finance costs paid (1,536) (3,320) (Repayment)/drawdown of borrowings (25,926) 5,232 Payment of finance lease liabilities (162) (47) Net cash (used in) / from financing activities (27,624) 1,865 Net (decrease) / increase in cash and cash equivalents (34,596) 11,299 Cash and cash equivalents at 1 January 59,629 15,927 Effect of movements in exchange rates on cash held 1, Cash and cash equivalents at the reporting date 26,441 27,333 13

16 Notes to the condensed consolidated financial statements 1. General Information & basis of preparation One Fifty One plc ( the Company ) and its subsidiaries (together One51 or the Group ) comprise two operating businesses focused on environmental services and plastics together with an investment portfolio. ClearCircle Environmental is the umbrella brand for the Hazardous Waste Management business, the Metals Recycling business and the Materials Recycling business which are located in Ireland and the United Kingdom. The businesses within the division are engaged in the recovery of resources for recycling and reuse in a sustainable manner. OnePlastics Group is the umbrella brand for the injection moulding businesses located in Ireland, the United Kingdom and China. The businesses are engaged in both contract manufacturing and the manufacture of propriety products for a range of customers. The Company is a public limited company, incorporated and tax resident in Ireland with registered office at 151 Thomas Street, Dublin 8, Ireland, whose shares are traded on a grey market. The interim financial information included in this report has been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ( IAS 34 ) as adopted by the European Union. As set out in note 8, the Group has applied IAS 39 Financial Instruments: Recognition and Measurement to the accounting for the investment in NTR plc and departed from the requirements of IAS 28 Investments in Associates and Joint Ventures and IFRS 12 Disclosure of Interests in Other Entities in order to achieve a fair presentation. This report should be read in conjunction with the consolidated financial statements for the year ended 31 December included in the Group s annual report which is available on the Group s website. The accounting policies, methods of computation and presentation including the associated basis of determination of judgments, estimates and assumptions as adopted in the preparation of the interim financial information are consistent with those described and applied in the annual report for the financial year ended 31 December, except as described below: Taxes on income in the interim periods are accrued using the effective tax rate that would be applicable to expected annual earnings. IFRSs issued and effective from 1 January 2015, do not have an effect on the interim financial information included in this report. The interim financial information includes all adjustments that management considers necessary for a fair presentation of such financial information. All such adjustments are of a normal recurring nature. Certain tables in this interim financial information may not add precisely due to rounding. The financial position of the Group, its cash generation, capital resources and liquidity continue to provide a stable financing platform. Having made enquiries, the Directors have a reasonable expectation that the Company, and the Group as a whole, have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the half year financial statements. The Group s auditors have not audited or reviewed the interim financial information contained in this report. The interim financial information presented does not constitute full group accounts within the meaning of Regulation 40(1) of the European Communities (Companies: Group Accounts) Regulations, 1992 of Ireland insofar as such group accounts would have to comply with all of the disclosure and other requirements of those Regulations. Full Group accounts for the year ended 31 December have been filed with the Irish Registrar of Companies. The audit report on those Group accounts was qualified in respect of the Group s departure from the IFRS requirements of the equity method of accounting in respect of the Group s investment in NTR plc. 2. Segmental analysis The Board of One51 plc is deemed the chief operating decision maker within the Group. The Group is organised into two divisions, comprising three reportable segments. These segments offer different products and services, and are managed separately. The Board reviews internal management reports of each division monthly. The following summary describes the operations of each reportable segment. Division Reportable segments Operations OnePlastics Plastics This segment is involved in the manufacture and sale of plastics components and instruments. ClearCircle Environmental Hazardous Waste This segment is involved in the treatment and remediation of hazardous waste in both Ireland and the United Kingdom. ClearCircle Environmental Metals Recycling This segment is involved in the collection, processing and sale of metals in both Ireland and the United Kingdom. The chief operating decision maker monitors the results of each division separately in order to allocate resources between them and assess performance. Performance is predominantly evaluated based on EBIT and EBITDA with EBITDA representing earnings before interest, tax, depreciation, amortisation, exceptional items and non-recurring items. 14

17 Interim Report For the six month period ended 27 June Segmental analysis (continued) Plastics Hazardous Waste Metals Recycling All other segments Other reconciling items Total External Revenues 66,650 52,638 17,552 15,717 55,475 57,796 2,225 2, , ,737 EBITDA 10,881 7,662 2,390 2,135 3,458 3, (3,642) (2,700) 13,252 10,779 Depreciation and amortisation (2,902) (2,055) (888) (824) (1,148) (1,126) (248) (232) (39) (61) (5,225) (4,298) EBIT 7,979 5,607 1,502 1,311 2,310 2,069 (83) 255 (3,681) (2,761) 8,027 6,481 Non-recurring items (note 3) 1,230 (636) Exceptional items (note 3) (1,972) 3,680 Finance costs (note 4) (1,045) (2,050) Income tax expense (note 5) (1,156) (562) Profit for the period 5,084 6,913 Other segment information Capital expenditure 4,356 2,603 1, ,452 1, ,366 4,730 Working capital balances 7,815 8,985 1, ,960 2,102 1,535 1,062 1,760 4,574 16,728 17,156 Other asset/(liability) amounts 21,002 22,158 Total net current assets 37,730 39,314 Total current assets 94,498 87,070 Total current liabilities (56,768) (47,756) Total net current assets 37,730 39,314 15

18 Notes to the condensed consolidated financial statements (continued) 3. Exceptional items and non-recurring items Exceptional items In accordance with the Group s accounting policy, the following items have been presented as exceptional items: Gain on available-for-sale financial assets - 2,374 Reversal of impairment on property, plant and equipment - 2,000 Total exceptional gains - 4,374 Acquisition related costs (1,043) (788) (Loss)/gain on disposal of property, plant and equipment (89) 94 Loss on disposal of business undertakings (236) - Legal and related costs associated with previously disposed of subsidiary (604) - Total exceptional losses (1,972) (694) Exceptional items within operating profit (1,972) 3,680 Non-recurring items Non-recurring items are those items of financial performance that do not fall to be classified as exceptional items under the Group s accounting policies, however, are of such a nature and that the Group considers they should be disclosed to assist in understanding trading and financial performance achieved by the Group, so as to facilitate the comparison with prior periods and to help with the assessment of trends in financial performance. Included in other operating income in the current period are nonrecurring items of 1.2 million (: 0.9 million) of which 1.3 million (: 0.3 million) related to income received in the form of dividends from one of the Group s available-for-sale financial assets. 4. Finance costs Financial liabilities measured at amortised cost interest expense 960 1,684 Interest amount on finance leases 18 4 Convertible loan note interest Other interest Total finance costs 1,045 2, Income taxes The income tax charge was recognised based on management s best estimate of the weighted average annual tax rate expected for the full financial year in accordance with the requirements of IAS 34. The income tax expense of 1.2 million for the six months ended 27 June 2015 compares to an income tax expense of 0.6 million for the six months ended 28 June. There was a tax credit of 0.4 million attributable to exceptional items during the period (: 0.1 million). The income tax expense on underlying operations for the first six months ended 27 June 2015 was 1.5 million (: 0.7 million). 16

19 Interim Report For the six month period ended 27 June Property, plant and equipment During the six month period to 27 June 2015 the Group had additions of 9.2 million to property, plant and equipment (: 3.6 million). The cash outflow for purchase of property, plant and equipment of 7.4 million (: 4.7 million) includes movement in capital creditors. The depreciation charge was 5.2 million (: 4.3 million). Other movements include foreign currency exchange movements and disposals of net 3.1 million (: 3.4 million). 7. Goodwill and intangible assets During the period, the Group had additions of 0.2 million (: 0.1 million). Foreign exchange movements account for 3.2 million (: 2.3 million) of the increase during the period. No impairment losses were recognised during the period (: Nil). 8. Available-for-sale financial assets Listed investments Unlisted investments Total Opening balance 1 January 41,702 2,165 43,867 Disposals during the period (9,717) - (9,717) Fair value movement 2,531-2,531 Other Closing balance 28 June 34,516 2,168 36,684 Opening balance 1 January ,323 3,406 51,729 Fair value movement 8,056-8,056 Other Closing balance 27 June ,379 3,409 59,788 (i) Listed investments The carrying amount of listed investments held by the Group is its fair value as determined by the Directors and as explained below in relation to the most significant listed investments. Augean plc The Group disposed of its 17.6% shareholding in Augean plc in January, which had been carried at a value of 9.7 million at 31 December NTR plc At 27 June 2015, the Group held 23.6% of the voting power of NTR plc. The Group has departed from the requirements of IAS 28 Investments in Associates and Joint Ventures and IFRS 12 Disclosure of Interests in Other Entities with respect to the equity method of accounting for its investment in NTR plc as the Board of the Group believe that the adoption of equity accounting for NTR plc will not enhance the understanding of the Group s financial statements. The Board is of the view that equity accounting would result in increased difficulty in understanding the value of the Group s shareholding in NTR plc at the respective statement of financial position dates. In addition there are a number of complexities associated with adopting equity accounting for NTR plc, primarily in respect that 1) NTR plc has a financial year end of 31 March and whilst unaudited financial information is available, it is impractical to obtain financial information of adjustments that might arise for the period up to 27 June 2015 and 2) the cost of adoption of associate accounting is significant particularly given the aforementioned complexity. 17

20 Notes to the condensed consolidated financial statements (continued) 8. Available-for-sale financial assets (continued) As a result of the above, the Board of One51 has decided to account for the investment in NTR plc at fair value in accordance with IAS 39 Financial Instruments: Recognition and Measurement. In accordance with the Group s accounting policy, all changes in fair value on an available-for-sale financial asset, except for impairment losses, are recognised in other comprehensive income. The Board has concluded that the interim financial information present fairly the Group s financial position, financial performance and cash flows for the respective period ends. The Directors have determined it is appropriate to use the grey market bid price as an indicator of fair value at each reporting date. On this basis, the Directors of One51 plc have determined a fair value of 2.45 per NTR plc share at 27 June 2015 (28 June : 1.50), valuing the Group s investment in NTR plc at 56.4 million (28 June : 34.5 million). On 8 July 2015, NTR plc announced its decision to finalise plans for a proposed return of capital and demerger of its European wind business from the other parts of NTR plc. The demerger of NTR plc s European wind assets will be dependent on the necessary level of approvals and support from shareholders as well as the approval of the High Court, as the business will be demerged from other legacy assets in the NTR plc Group under a standalone holding company. The new holding company will hold the European wind business following the demerger and will also hold cash to fund an initial distribution via a share redemption offer. All NTR plc shareholders will initially remain as shareholders in both the existing business and the new holding company pro rata to their existing shareholding in NTR plc. Shareholders can either elect to remain with the European wind business or to have all of their shares redeemed in the new holding company. All NTR plc shareholders will remain as shareholders in the business holding the legacy assets pro-rata to their existing holdings and the assets and liabilities of this legacy company will be managed through the mid-term to optimise capital return for shareholders. It is envisaged that this legacy business will return further capital to its shareholders as proceeds are generated and as certain contingent liabilities fall away. The NTR plc announcement on 8 July 2015 notes that NTR plc shareholders will have an opportunity to consider and vote on the proposals which will be described in the circular at an EGM, expected to take place within three months of the announcement. (ii) Unlisted investments Unlisted investments include investments in shares and are carried at fair value, the most significant being OpenHydro Limited amounting to 2.2 million (28 June : 2.2 million) and Pioneer Green Energy LLC amounting to 1.2 million (28 June : Nil). There have been no changes in the classification of or in respect of the valuation techniques used in determining fair value of unlisted investments since the year end 31 December. 9. Loans and borrowings Non current Bank loans 38,424 58,955 Finance lease liabilities Total non-current loans and borrowings 38,459 59,044 Current Bank loans - 2,000 Finance lease liabilities Total current loans and borrowings 134 2,032 The Group is primarily funded by committed bank facilities. During, the Group agreed a new bank facility with its syndicate of banks maturing on 1 January 2018 with an option to extend for a further year to January In April 2015, the term of the Group s committed bank facilities was extended to January 2019 on improved terms and the amount of uncommitted facilities available to the Group was also increased by approximately 24.0 million. The fair values of the Group s borrowings approximate the carrying amounts shown above. There have been no changes in the classification of financial instruments as level 1, 2, or 3 or in respect of the valuation techniques used in determining fair value since the year end. 18