INTERIM RESULTS - Amazon S3...1 McLaren Holdings Limited Interim Results Six months ended June 30,...

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INTERIM RESULTS McLAREN HOLDINGS LTD SIX MONTHS ENDED JUNE 30, 2017

Transcript of INTERIM RESULTS - Amazon S3...1 McLaren Holdings Limited Interim Results Six months ended June 30,...

Page 1: INTERIM RESULTS - Amazon S3...1 McLaren Holdings Limited Interim Results Six months ended June 30, 2017 Executive Summary Key Metrics for the 12 months ended June 30, 2017 Order book

INTERIM RESULTS

McLAREN HOLDINGS LTDSIX MONTHS ENDED JUNE 30, 2017

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McLaren Holdings Limited Interim Results

Six months ended June 30, 2017

Executive Summary

Key Metrics for the 12 months ended June 30, 2017

Order book as of June 30, 2017(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,491 Normalized Pro forma EBITDA(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £167.2m Normalized Pro forma Turnover(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £999.1m Normalized Pro forma EBITDA margin(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.7% Pro forma combined net senior financial debt(5) . . . . . . . . . . . . . . . . . . . . . . . . . . £432.1m Pro forma combined interest expense(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . £27.6m Ratio of Pro forma combined net senior financial debt to Normalized

Pro forma EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2.6x Ratio of Normalized Pro forma EBITDA to Pro forma combined interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.1x

(1) Represents McLaren Automotive’s Super Series and Sports Series order book and dealer allocations as of June 30,2017.

(2) Pro forma EBITDA is equal to the loss for the 12 months ended June 30, 2017 adding back tax on loss on ordinaryactivities, interest payable and similar charges and depreciation and amortization and includes pro formaadjustments to show the effect of the Transactions. Normalized Pro forma EBITDA is calculated as Pro forma EBITDAas adjusted for items including SAP implementation(i) (£16m), McLaren 720S ramp-up(ii) (£49m) and cost synergies(iii) (£6m) for the twelve months ended June 30, 2017.

(i) McLaren Automotive implemented an end-to-end SAP enterprise resource planning solution in the first half ofJanuary 2017. In order to implement the solution across the business, although McLaren Automotive’s fixed costbase remained stable, production (and therefore sales) was stopped for most of January to allow for thetransition between the old and the new system. Once the system was implemented, output ramped up to planned levels as the new system was embedded. This adjustment reflects management’s estimate of theEBITDA that could have been earned during this period if production had not been impacted by the implementation of SAP.

(ii) The introduction of a new model or variant in the Sports or Super Series requires a three to six month ramp-up period as production commences, following approximately three years spent on designing, developing andtesting the product. During the ramp-up period, production output is negatively affected as new manufacturingprocesses are introduced, although McLaren Automotive’s fixed cost base remained stable. Managementbelieves that it has completed the implementation of an overlapping product cycle with the launch of theMcLaren 720S in 2017, such that shipments can continue during the new model/variant ramp-up period.However, prior to its introduction, model launches in the Sports Series and the Super Series were notappropriately timed, which had a negative impact on McLaren Automotive’s results for the six months ended June 30, 2017. This adjustment reflects management’s estimate of the EBITDA that could have been earnedduring this period if the ongoing product timing strategy had been implement prior to February 1, 2017.

(3) Normalized Pro forma Turnover is calculated as Pro forma Turnover for the twelve months ended June 30, 2017 asadjusted for items including SAP implementation(i) (£38m) and McLaren 720S ramp-up(ii) (£102m).

(i) This adjustment reflects management’s estimate of the turnover that could have been earned during thisperiod if production had not been impacted by the implementation of SAP and is based on (i) what we believeto be a conservative estimate of additional production we could have achieved in January (which is typicallybelow McLaren Automotive’s monthly average output); and (ii) an assumed allocation among models andvariants, which is multiplied by turnover per car. The business impact of SAP reflects a planned one-offstoppage that is not expected to be repeated in the future

(ii) This adjustment reflects management’s estimate of the turnover that could have been earned during thisperiod if the ongoing product timing strategy had been implement prior to February 1, 2017 and is based on (i)what the Group believes to be a conservative estimate of additional production McLaren Automotive couldhave achieved in this period; and (ii) an assumed allocation among models and variants, which is multiplied byturnover per car.

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(4) Normalized Pro forma EBITDA margin is the ratio of Normalized Pro forma EBITDA to Normalized Pro forma turnover.

(5) Pro forma combined net senior financial debt represents the senior financial debt of the Group after giving Pro forma effect to the Transactions, less Pro forma combined cash at bank and in hand of £130.9 million, which represents Pro forma combined cash at bank and in hand before the Financing of £28.9 million as adjusted for the Transactions, including all associated costs.

(6) Pro forma combined interest expense represents cash interest expense adjusted to give effect to the Transactions and the application of the proceeds therefrom, as if the Transactions had occurred prior to or on January 1, 2016.

The six month figures for McLaren Holdings Limited (shown on a Pro forma basis) are detailed on the following pages and a summary of the key financial and operational highlights are shown below.

Highlights

Q2 2017 group revenues of £189m (vs. £130m in Q1 2017), with the increase mainlydriven by continued ramp-up of vehicle production following the SAP implementationin January 2017 and the introduction of the McLaren 720S in June 2017.

Revenue and profitability in-line with plan driven by timing of the McLaren 720S ramp-up in H1 2017.

Successful public launch of the McLaren 570S Spider at the Goodwood Festival ofSpeed in July 2017.

McLaren Automotive seeing accelerating car volumes from June 2017 onwards. Fromthe end of August 2017:

o Continued strong growth of order book, with both Sports and Super Seriesproduction volume sold out into 2018

o 720S production ramp-up complete, currently producing 40 cars per week

McLaren Automotive reported an absolute EBITDA loss for the period due to theimpact of a shutdown in January to install a new SAP system and the impact fromtiming of the launch of new vehicles.

McLaren Technology Group comprising McLaren Racing and McLaren AppliedTechnologies reported an increased EBITDA loss from the prior year due to lowersponsorship income partially offset by increased prize fund revenues.

McLaren Applied Technologies has grown turnover in H1 y-o-y by 27.3% - continuedstrong performance underpins disruptive technology offering in attractive endmarkets.

The Normalised Q2 2017 LTM EBITDA shows a figure of £167m with Q2 LTM EBITDA of £97m and adjustments of:

Impact of SAP implementation £16m

Impact of ramp-up and launch timing of 720s model £49m

50% of expected cost synergies £6m (of which £6m is already confirmed)

Subsequent events

Following June 30, 2017, the McLaren Group Board approved a cessation agreement between McLaren Racing Limited and Honda Motor Corporation for the supply of Formula One powertrains and sponsorship. This takes effect from the end of the 2017 racing season. The Board also approved a new supply contract for Formula One powertrains between McLaren Racing Limited and Renault Sport Racing s.a.s. for the 2018-2020 seasons.

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA

The following tables and the accompanying notes present the summary historical financial information and other financial data of McLaren Automotive Limited (“MAL”) and McLaren Technology Group Limited (“MTG”) for the periods ended and as of the dates indicated below.

The Unaudited Pro Forma Condensed Combined Financial Information has not been prepared in accordance with the requirements of Regulation S-X of the U.S. Securities Act, the Prospectus Directive or any generally accepted accounting standards. The unaudited pro forma adjustments are based upon available information and certain assumptions that the Group believes are reasonable under the circumstances. The Unaudited Pro Forma Condensed Combined Financial Information is presented for informational purposes only, it is not intended to show how the combined companies would have actually performed if the Transactions actually occurred on the dates indicated, nor do they purport to project the Group’s results of operations or financial condition for any future period or as at any future date. Neither the assumptions underlying the pro forma adjustments nor the resulting Unaudited Pro Forma Condensed Combined Financial Information have been audited or reviewed in accordance with any generally accepted auditing standards.

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Unaudited Pro forma condensed combined income statement for the six months ended June 30, 2017

Combination Adjustments–––––––––––––––––––––––

McLaren Technology

Group Limited

McLaren Automotive Combination

Limited(1) adjustments(2)

Pro Forma Combined before the Financing

Financing Adjustments(3)

Pro Forma Condensed

Combined Total

(in £ thousands)

Turnover . . . . . . . . . . . . . . . 137,258 196,635 (14,535) 319,358 — 319,358 Cost of Sales . . . . . . . . . . . . (127,715) (138,100) 530 (265,285) — (265,285)

Gross profit . . . . . . . . . . . . 9,543 58,535 (14,005) 54,073 — 54,073

Administrative expenses . . (41,671) (97,015) 14,005 (124,681) — (124,681)

Other operating income . . 4,268 — — 4,268 — 4,268

Operating loss . . . . . . . . . . Interest receivable and

similar income . . . . . . . .

(27,860)

4,464

(38,480)

1,595

(372)

(66,340)

5,687

(66,340)

— 5,687

Interest payable and similar charges . . . . . . . . (5,823) (3,164) 372 (8,615) (13,536) (22,151)

Loss on ordinary activities before taxation . . . . . . . (29,219) (40,049) — (69,268) (13,536) (82,804)

Tax on loss on ordinary activities . . . . . 4,059 12,029 — 16,088 3,144 19,232

Loss for the 6 months to June 30, 2017 Add back: Tax on loss on

ordinary activities . . . . .

(25,160)

(4,059)

(28,020)

(12,029)

— (53,180)

— (16,088)

(10,392)

(3,144)

(63,572)

(19,232)

Interest payable and similar charges . . . . . . . . 2,031 1,569 — 3,600 13,536 17,136

Depreciation and amortisation . . . . . . . . . . 4,400 28,595 — 32,995 — 32,995

EBITDA . . . . . . . . . . . . . . . . . (22,788) (9,885) — (32,673) — (32,673)

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Unaudited Pro forma condensed combined income statement for the six months ended June 30, 2016

Combination Adjustments–––––––––––––––––––––––

McLaren Technology

Group Limited

McLaren Automotive Combination

Limited(1) adjustments(2)

Pro Forma Combined before the Financing

Financing Adjustments(3)

Pro Forma Condensed

Combined Total

(in £ thousands)

Turnover . . . . . . . . . . . . . . . 128,520 242,901 (12,969) 358,452 — 358,452 Cost of Sales . . . . . . . . . . . . (106,241) (147,168) 1,174 (252,235) — (252,235)

Gross profit . . . . . . . . . . . . 22,279 95,733 (11,795) 106,217 — 106,217 Administrative expenses . . (38,947) (101,265) 11,795 (128,417) — (128,417)

Other operating income . . 5,288 — — 5,288 — 5,288

Operating loss . . . . . . . . . . Interest receivable and

similar income . . . . . . . .

(11,380)

1,567

(5,532)

3

(374)

(16,912)

1,196

— (16,912)

— 1,196 Interest payable and

similar charges . . . . . . . . (5,080) (24,321) 374 (29,027) (14,551) (43,578)

Loss on ordinary activities before taxation . . . . . . . . .

(14,893) (29,850) — (44,743) (14,551) (59,294)

Tax on loss on ordinary activities . . . . . 1,406 7,304 — 8,710 2,833 11,543

Loss for the 6 months to June 30, 2016 Add back: Tax on loss on

ordinary activities . . . . .

(13,487)

(1,406)

(22,546)

(7,304)

— (36,033)

— (8,710)

(11,718)

(2,833)

(47,751)

(11,543)

Interest payable and similar charges . . . . . . . . 1,796 24,318 — 26,114 14,551 40,665

Depreciation and amortisation . . . . . . . . . . 4,552 32,799 — 37,351 — 37,351

EBITDA . . . . . . . . . . . . . . . . . . (8,545) 27,267 — 18,722 — 18,722

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Notes to unaudited Pro forma condensed combined income statement

(1) McLaren Automotive Limited

McLaren Automotive Limited—six months ended June 30, 2017 The following table presents the historical financial information of McLaren Automotive Limited and the impact of adjustments made in order to present it on a basis that is consistent with MTG’s financial presentation:

Six months ended

June 30, 2017 Presentation

adjustments(a)

McLaren Automotive

Limited (MTG presentation)

(in £ thousands)

Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 196,635 — 196,635 Cost of Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (138,100) — (138,100)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,535 — 58,535 Administrative expenses . . . . . . . . . . . . . . . . . . . . . . Other operating income . . . . . . . . . . . . . . . . . . . . . . Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(68,420) —

(1,929))

(28,595) —

1,929

(97,015) — —

Amortisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (26,666) 26,666 —

Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . (38,480) — (38,480) Interest receivable and similar income . . . . . . . . . . — 1,595 1,595 Interest payable and similar charges . . . . . . . . . . . . — (3,164) (3,164) Finance costs (net) . . . . . . . . . . . . . . . . . . . . . . . . . . (1,569) 1,569 —

Loss on ordinary activities before taxation . . . . . . (40,049) — (40,049) Tax on loss on ordinary activities . . . . . . . . . . . . . . . 12,029 — 12,029 Loss for the 6 months to June 30, 2017 . . . . . . . . . . . . . . . . . . . .

(28,020) — (28,020)

(a) Adjustments to reclassify MAL line items to conform to MTG’s basis of presentation.

McLaren Automotive Limited—six months ended June 30, 2016 The following table presents the historical financial information of McLaren Automotive Limited and the impact of adjustments made in order to present it on a basis that is consistent with MTG’s financial presentation:

Six months ended

June 30, 2016 Presentation

adjustments(a)

McLaren Automotive

Limited (MTG presentation)

(in £ thousands)

Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 242,901 — 242,901 Cost of Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (147,168) — (147,168)

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,733 — 95,733 Administrative expenses . . . . . . . . . . . . . . . . . . . . . . Other operating income . . . . . . . . . . . . . . . . . . . . . . Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(68,466) —

(1,998))

(32,799) —

1,998

(101,265) — —

Amortisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (30,801) 30,801 —

Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . (5,532) — (5,532) Interest receivable and similar income . . . . . . . . . . — 3 3 Interest payable and similar charges . . . . . . . . . . . . — (24,321) (24,321) Finance costs (net) . . . . . . . . . . . . . . . . . . . . . . . . . . (24,318) 24,318 —

Loss on ordinary activities before taxation . . . . . . (29,850) — (29,850) Tax on loss on ordinary activities . . . . . . . . . . . . . . . 7,304 — 7,304 Loss for the 6 months to June 30, 2016 . . . . . . . . . . . . . . . . . . . .

(22,546) — (22,546)

(a) Adjustments to reclassify MAL line items to conform to MTG’s basis of presentation.

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(2) Combination adjustments:

Represents the elimination of intercompany transactions between MAL and MTG of £14.0 million for the six months ended June 30, 2017 and £11.8 million in the six months ended June 30, 2016.

(3) Adjustments to reflect the Financing are detailed as follows:

This adjustment consists of: (i) the estimated interest expense recognized on the Notes as calculated below; (ii) the amortization of estimated financing debt issuance costs associated with the newly-issued debt; (iii) elimination of MTG’s historical finance expense related to MTG’s debt to be repaid with the proceeds of the Notes and (iv) elimination of MAL’s historical finance expense related to MAL’s debt to be repaid with the proceeds of the Notes.

Financing costs on the Notes will be amortized over the life of the related debt using the effective interest rate method.

A summary of the effects of the adjustments on finance expense follows:

Six months Six months Ended June, Ended June,

30 2017 30 2016

(£ in thousands)

Interest payable related to the newly issued debt. . . . . . . . . . . . . . . . . . 14,798 14,798 Amortization of estimated financing debt issuance costs related to the . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .newly-issued debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,913 1,913 Elimination of historical finance expense – MTG debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,234) (966) Elimination of historical finance expense – MAL debt. . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,941) (1,194)

Incremental increase in finance expense due to the newly- issued debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13,536 14,551

The adjustment to taxation represents the income tax effect on the above Financing Adjustments using the effective income tax rate of 23.2% for the six months ended June 30, 2017 and 19.5% for the six months ended June 30, 2016.

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Unaudited Pro forma condensed combined balance sheet as at June 30, 2017

Fixed assets

McLaren Pro Forma Pro Forma Technology McLaren Combined Condensed

Group Automotive Combination before the Financing Combined Limited(1) Limited(2) adjustments(3) Financing Adjustments(4) Total

(in £ thousands)

Intangible assets . . . . . . . . 12,659 508,449 — 521,108 — 521,108 Tangible assets . . . . . . . . . . 202,708 65,115 — 267,823 — 267,823 Investments . . . . . . . . . . . . 76,925 — — 76,925 — 76,925

292,292 573,564 — 865,856 — 865,856 Current assets Inventories . . . . . . . . . . . . . 20,570 85,314 — 105,884 — 105,884 Debtors . . . . . . . . . . . . . . . . 95,926 139,475 (37,070)(i) 198,331 — 198,331 Cash at bank and in hand . 1,527 27,398 (200,000)(ii) (171,075) 312,845(i) 141,770

118,023 252,187 (237,070) 133,140 312,845 445,985 Creditors:

Amounts falling due within one year . . . . . . . (177,756)(i) (282,870) (430)(i,ii) (461,056) 50,892(ii) (410,164)

Net current liabilities . . . . . (59,733) (30,683) (237,500) (327,916) 363,737 35,821

Total assets less current liabilities . . . . . . . . . . . . . 232,559 542,881 (237,500) 537,940 363,737 901,677

Creditors: Amounts falling due

after more than one year . . . . . . . . . . . . . (35,519)(ii) (204,500)(i) (37,500)(ii) (277,519) (363,737)(iii) (641,256)

Provisions for liabilities . . . (1,365) (4,475) — (5,840) — (5,840) Deferred capital

funding . . . . . . . . . . . . . . (105,635) — — (105,635) — (105,635) Net assets/(liabilities) . . . . 90,040 333,906 (275,000) 148,946 — 148,946 Total capital and

reserves . . . . . . . . . . . . . 90,040 333,906 (275,000)(ii) 148,946 — 148,946

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Notes to unaudited Pro forma condensed combined balance sheet

(1) McLaren Technology Group Limited

(i) Creditors: Amounts falling due within one year includes £50.6 million ofexisting debt drawn as of June 30, 2017.

(ii) Creditors: Amounts falling due after more than one year includes £6.3 millionrepresenting the principal amount of the Seller Shareholder Loan and £20.9million representing the aggregate principal amounts of the shareholder loansfrom Mumtalakat and TAG to MTG as of June 30, 2017.

(2) McLaren Automotive Limited

(i) Creditors: Amounts falling due after more than one year includes £172.0 million ofexisting debt drawn as of June 30, 2017 and £7.5 million representing the principalamount of the shareholder loan from Mumtalakat to MAL as of June 30, 2017.

(3) Combination adjustments:

(i) Represents the elimination of intercompany balances between MAL and MTG of£37.1 million as at June 30, 2017.

(ii) Represents the funding payment of the acquisition consideration of £200.0 millionand Deferred Consideration payable to the Seller in two tranches as follows: (i) anamount of £37.5 million payable on December 15, 2017; and (ii) an amount of £37.5million payable on August 30, 2019. The Deferred Consideration payments arerecognized in (i) Creditors: Amounts falling due within one year and (ii) Creditors:Amounts falling due after more than one year, respectively.

The Reorganization has been accounted for using the merger method of accounting. Thus, the acquired entity’s assets and liabilities are brought in at the amounts at which the entity recorded them in its books before the combination and no goodwill arises under this method of accounting. The adjustment to equity of £275.0 million provides for a net merger accounting effect of £148.9 million in Total capital and reserves as calculated below:

In £ thousands

Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 275,000 Net assets/liabilities acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 423,946 Pro forma Total capital and reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 148,946

(4) Adjustments to reflect the Financing are detailed as follows:

(i) The adjustment of £312.8 million reflects the estimated net impact on cash and cashequivalents resulting from the completion of the Financing, assuming theTransactions had occurred prior to or on June 30, 2017. The Unaudited Pro FormaCondensed Combined Balance Sheet takes into account the senior secured notesissued of £563.0 million, with other adjustments to reflect:

• repayment of MTG existing debt of £50.6 million and of related accrued interestand unpaid fees of £240 thousand

• repayment of the Seller Shareholder Loan of £6.3 million and of related accruedinterest of £1.8 million;

• repayment of MAL existing debt of £172.0 million and of related accrued interest

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of £52 thousand; and

• payment of financing fees of £19.1 million related to the senior secured notesissued.

The actual amounts of sources and uses of cash differed as at the date of the closing of the Transaction depending on, among other things, the actual cash and debt balances at closing.

(ii) The adjustment of £50.9 million to current borrowings reflects:

• repayment of MTG existing debt of £50.6 million and of related accrued interestand unpaid fees of £240 thousand

• reversal of accrued interest of £52 thousand related to MAL’s existing debt.

(iii) The adjustment of £363.7 million to non-current borrowings reflects:

• the issuance of the senior secured notes of £563.0 million;

• repayment of MAL’s existing debt of £172.0 million;

• repayment of the Seller Shareholder Loan of £6.3 million and related accruedinterest of £1.8 million; and

• capitalization of financing fees of £19.1 million related to the senior securednotes issued.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following tables and the accompanying notes present the summary historical financial information and other financial data of MAL and MTG for the periods ended and as of the dates indicated below. The data has been prepared in accordance with FRS 102 but has not been audited or reviewed.

Results of Operations of MAL

Comparison of the six months ended June 30, 2017 to the six months ended June 30, 2016

Six months

ended June 30,

2016

% of Turnover

2016

Six months

ended June 30,

2017

% of Turnover

2017 (£ in thousands, except percentages)

Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

242,901 100.0 196,635 100.0 Cost of Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(147,168) 60.6 (138,100) 70.2 Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

95,733 39.4 58,535 29.8 Administrative expenses . . . . . . . . . . . . . . . . . . . . .

(68,466) 28.2 (68,420) 34.8 Operating profit/(loss) before depreciation

and amortisation . . . . . . . . . . . . . . . . . . . . . . . . .

27,267 11.2 (9,885) 5.0 Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,998) 0.8 (1,929) 1.0Amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(30,801) 12.7 (26,666) 13.6 Operating Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(5,532) 2.3 (38,480) 19.6 Finance costs (net) . . . . . . . . . . . . . . . . . . . . . . . . . .

(24,318) 10.0 (1,569) 0.8 Loss on ordinary activities before taxation . . . . . .

(29,850) 12.3 (40,049) 20.4 Tax on loss on ordinary activities . . . . . . . . . . . . . .

7,304 3.0 12,029 6.1 Loss for the 6 months to June 30 . . . . . . . . . . . . . . . . . . .

(22,546) 9.3 (28,020) 14.2 EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

27,267 (9,885)

Turnover

Turnover for the six months ended June 30, 2017 was £196.6 million, a decrease of £46.3 million or 19.1% from £242.9 million for the six months ended June 30, 2016. MAL primarily attributes the decrease in turnover to a planned reduction in production in order to complete the implementation of the business-wide SAP system in January 2017. Additionally, MAL believes that turnover in the first half of 2017 was negatively impacted by having only the Sports Series models (the McLaren 570S, 570GT and 540C) available to customers for the first five months; deliveries of the new Super Series model (McLaren 720S) only started in June 2017. Both the shutdown of production to implement SAP and the gap in the Super Series line-up were part of MAL’s business plan and 2017 budget.

Cost of Sales

Cost of sales decreased by 6.2%, or £9.1 million, to £138.1 million for the six months ended June 30, 2017 from £147.2 million for the six months ended June 30, 2016, and were 70.2% of Turnover for the six months ended June 30, 2017 from 60.6% of Turnover for the six months ended June 30, 2016, an increase of 9.6%. MAL primarily attributes this increase in the percentage of Turnover to the change in mix of products sold. Super Series units have a higher margin than the Sports Series units.

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Gross Profit

As a result of the foregoing, gross profit for the six months ended June 30, 2017 was £58.5 million, a decrease of £37.2 million or 38.9% from £95.7 million for the s ix months ended June 30, 2016.

Administrative Expenses

Administrative expenses for the six months ended June 30, 2017 were £68.4 million, a decrease of £50 thousand or 0.1% from £68.45 million for the six months ended June 30, 2016.

Depreciation and amortization

Depreciation of tangible fixed assets

Depreciation of tangible fixed assets was £1.9 million for the six months ended June 30, 2017, a decrease of £69 thousand or 3.4% from £2.0 million for the six months ended June 30, 2016, which MAL primarily attributes to the adopted accounting policy of depreciating fixed assets on a reducing balance basis.

Amortization of intangible assets

Amortization of intangible assets was £26.7 million for the six months ended June 30, 2017, a decrease of £4.1 million or 13.4% from £30.8 million for the six months ended June 30, 2016, which MAL primarily attributes to the reduced turnover in the six months ended June 30, 2017. As fewer cars were sold in 2017 there was a lower level of development costs amortized to the P&L than in 2016.

Operating Loss

Operating loss for the six months ended June 30, 2017 was £38.5 million, an increase of £33.0 million or 600% from the £5.5 million loss for the six months ended June 30, 2016 for the reasons set forth above.

Finance costs (net)

Net finance costs were £1.6 million for the six months ended June 30, 2017, compared to £24.3 million for the six months ended June 30, 2016, primarily due to net exchange movements reported in this line. In 2016, pound sterling was considerably weaker against all major trading currencies versus the rate against which MAL’s hedging contracts were placed in the six months ended June 30, 2016. In the six months ended June 30, 2017 hedging contracts are more on-market. This was partially offset by increased finance costs, which MAL primarily attributes to increased draw downs on the revolving facility in the six months ended June 30, 2017, compared to the six months ended June 30, 2016, which in turn increases MAL’s interest charges.

Loss on ordinary activities before taxation

Loss on ordinary activities before taxation was £40.0 million in the six months ended June 30, 2017, an increase of £10.2 million, or 34.2%, from £29.8 million for the six months ended June 30, 2016 primarily because of the decreased turnover, which was partially offset by the lower cost of sales and decrease in net finance costs.

EBITDA

EBITDA for the six months ended June 30, 2017 was negative £9.9 million, a decrease of £37.2 million or 136% from EBITDA of £27.3 million for the six months ended June 30, 2016.

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Liquidity and Capital Resources of MAL

Cash Flows of MAL

MAL’s liquidity requirements arise primarily from its need to fund capital expenditures for product development, for working capital and to service debt.

The table below sets forth, for the periods indicated, certain information about MAL’s cash flows:

Six Months ended June, 30

2016 2017

£ (thousands) Net cash flows from operating activities . . . . . . . . . . . . . . . . . . 30,983 21,443 Net cash outflow from investing activities . . . . . . . . . . . . . . . . . (70,712) (78,942) Net cash inflow from financing activities . . . .. . . . . . . . . . . . . . . 33,367 59,147 Net increase/(decrease) in cash and cash equivalents . . . . . . . . (6,362) 1,648 Cash and cash equivalents at beginning of year . . . . . . . . . . . . . 18,954 25,751 Cash and cash equivalents at end of period. . . . . . . . . . . . . . . . . . . . 12,592 27,399

Net cash flows from operating activities

Net cash inflow from operating activities was £21.4 million for the six months ended June 30, 2017, a decrease of £9.4 million or 30.9% from net cash inflow of £31.0 million for the six months ended June 30, 2016 primarily due reduced turnover in the six months ended June 30, 2017 and a deterioration in working capital caused by the launch of new models in 2017.

Net cash outflow from investing activities

Net cash outflow from investing activities was £78.9 million for the six months ended June 30, 2017 an increase of £8.2 million, or 11.6% from £70.7 million for the six months ended June 30, 2016, which MAL primarily attributes to increased spend in new product development.

Net cash inflow from financing activities

Net cash inflow from financing activities was £59.1 million for the six months ended June 30, 2017, an increase of £25.7 million or 77.0% from £33.4 million for the six months ended June 30, 2016, which MAL primarily attributes to increased draw downs on the revolving facility as planned.

Capital expenditures of MAL

The table below sets forth MAL’s capital expenditures by type for the periods indicated.

Six months Year ended December 31, ended March 31,

–––––––––––––––––––––––––––––––– ––––––––––––––––––– 2014 2015 2016 2016 2017

£ (thousands)

New product investment . . . . . . . . . . . . 91,839 123,851 112,355 63,057 74,984 IT system investment . . . . . . . . . . . . . . . . 17,181 14,771 12,125 6,898 3,029 Other capital expenditure . . . . . . . . . . . 6,375 5,153 1,992 759 1,022

Total capital expenditure . . . . . . . . . . . . 115,395 143,775 126,472 70,714 79,035

MAL’s capital expenditure comprises capital expenditure relating to development and production of new models and variants, the implementation of the new SAP system and other ordinary course capital expenditure used in the maintenance of the business.

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Results of Operations of MTG

Comparison of the six months ended June 30, 2017 to the six months ended June 30, 2016

Six months

ended June 30,

2016

% of Turnover

2016

Six months

ended June 30,

2017

% of Turnover

2017 £ (thousands, except percentages)

Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128,520 100.0 137,258 100.0 Cost of Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (106,241) 82.7 (127,715) 93.0 Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,279 17.3 9,543 5.2 Administrative expenses . . . . . . . . . . . . . . . . . . . . . (38,947) 30.3 (41,671) 30.4 Other operating income . . . . . . . . . . . . . . . . . . . . . 5,288 4.1 4,268 3.1 Operating (loss)/profit . . . . . . . . . . . . . . . . . . . . . . (11,380) 8.9 (27,860) 20.3 Interest receivable and similar income . . . . . . . . . . 1,567 1.2 4,464 3.3 Interest payable and similar charges . . . . . . . . . . . (5,080) 4.0 (5,823) 4.2 Loss on ordinary activities before taxation . . . . . . (14,893) 11.6 (29,219) 21.3 Tax on loss on ordinary activities . . . . . . . . . . . . . . 1,406 1.1 4,059 3.0 Loss for the 6 months to June 30 . . . . . . . . . . . . . . . . . .

(13,487) 10.5 (25,160) 18.3 EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .

(8,545) (22,788)

Turnover

Turnover for the six months ended June 30, 2017 was £137.3 million, an increase of £8.8 million or 6.8% from £128.5 million for the six months ended June 30, 2016 primarily due to the growth in turnover from McLaren Applied Technologies as described below.

The table below sets forth, for the periods indicated, turnover by business for MTG.

Six months ended June 30,

–––––––––––––––––––––––––––––––– 2016 2017 % Change

£ (thousands)

McLaren Racing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106,388 109,078 2.5 McLaren Applied Technologies. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22,132 28,180 27.6

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128,520 137,258 6.8

McLaren Racing. Turnover attributed to McLaren Racing was £109.1 million for the six months ended June 30, 2017, an increase of £2.7 million or 2.5% from £106.3 million for the six months ended June 30, 2016. The increase in Formula One prize money for the first half of 2017 as compared to the first half of 2016 was primarily attributable to the improved ranking in the Formula One Constructors’ Championship from 9th in 2015 to 6th in 2016 and more favourable dollar exchange rate with respect to the U.S. dollar-denominated prize money received. The six months ended June 30, 2017 also includes additional project income from Honda, and higher driver’s contribution, both received in dollars and therefore also benefitting from the favourable dollar exchange rate compared to the six months ended June 30, 2016. These positive variances were largely offset by the decrease in sponsorship income during the same period as a result of certain key sponsorship contracts failing to be renewed for 2017 due to performance, and new sponsorship contracts being of lower value.

McLaren Applied Technologies. Turnover attributed to McLaren Applied Technologies was £28.2 million for the six months ended June 30, 2017, an increase of £6.1 million or 27.6% from £22.1 million for the six months ended June 30, 2016. This increase was primarily due to the increased product unit sales made to Honda Motorsport on their Formula One programme, additional sensor and ECU sales to other F1 customers and the autonomous vehicle development programme that started in the second half of 2016 and picked up pace during the first half of 2017.

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Cost of sales

Cost of sales increased by 20.2%, or £21.5 million, to £127.7m for the six months ended June 30, 2017, from £106.2 million for the six months ended June 30, 2016, and was 93.0% of Turnover for the six months ended June 20, 2017 from 82.7% of Turnover for the six months ended June 30, 2016, an increase of 10.3%. MTG primarily attributes this increase to increased cost of car for McLaren Racing alongside the growth of McLaren Applied Technologies, described in further detail below.

The table below sets forth, for the periods indicated, cost of sales by business for MTG.

Six months ended Ju n e 30,

–––––––––––––––––––––––––––––––– 2016 2017 % Change

£ (thousands)

McLaren Racing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (91,631) (110,079) 20.2 McLaren Applied Technologies. . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,610) (17,636) 20.7

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (106,241) (127,715) 20.2

McLaren Racing. Cost of sales attributed to McLaren Racing was £110.1 million for the six months ended June 30, 2017, an increase of £18.5 million or 20.2% from £91.6 million for the six months ended June 30, 2016 which MTG primarily attributes to the increased cost of car and release of work in progress provisions relating to the current season’s racing cars, driven by the regulation changes for 2017. Towards the end of every racing season, work will commence on the next season’s car and the related expense will be held as stock on the balance sheet, then released to the profit and loss statement in the season to which it relates. Therefore, cost of sales will always represent only costs related to the current season.

McLaren Applied Technologies. Cost of sales attributed to McLaren Applied Technologies was £17.6 million for the six months ended June 30, 2017, an increase of £3.0 million or 20.7% from £14.6 million for the six months ended June 30, 2016, which is primarily attributed to additional direct headcount increase to service the autonomous vehicle development programme and the additional costs associated with the building of and purchase in of ECU’s and sensor units. For the six months, cost of sales have increased 20.7% whilst revenues have increased 27.6%

Gross profit

As a result of the foregoing, gross profit for the six months ended June 30, 2017 was £9.5 million, a decrease of £12.8 million or 57.4% from £22.3 million for the six months ended June 30, 2016.

Administrative expenses

Administrative expenses were £41.7 million for the six months ended June 30, 2017, an increase of £2.8 million or 7.2% from £38.9 million for the six months ended June 30, 2016 due to increased headcount and related salary costs which was offset, in part, by the disposal of MTG’s catering subsidiary.

Other operating income

Other operating income was £4.3 million for the six months ended June 30, 2017, a decrease of £1.0 million or 23.3% from £5.3 million for the six months ended June 30, 2016 due to 2016 including a prior year true-up on Research & Development expenditure credits in McLaren Racing.

Operating Loss

Operating loss for the six months ended June 30, 2017 was £27.9 million, an increase of £16.5 million or 144.7% from £11.4 million for the six months ended June 30, 2016 primarily due to the increase in cost of sales, lower gross profit, and increase in administrative expenses.

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Net interest expense The table below sets forth, for the periods indicated, a breakdown of interest expense for MTG.

Six months ended June 30,

–––––––––––––––––––––––––––––––– 2016 2017 % change

£ (thousands)

Interest receivable and similar income Interest receivable on related party loans . . . . . . . . . . . . . . . . . . . Bank interest received. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net exchange gain. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

388 —

1,179

387 — —

— —

(100.0) Gains on derivative financial instruments . . . . . . . . . . . . . . . . . . . — 4,077 100.0

1,567 4,464 181.3

Interest payable and similar charges Interest payable on related party loans . . . . . . . . . . . . . . . . . . . . . 892 935 4.8 Interest payable on bank loans and overdrafts. . . . . . . . . . . . . . . 967 1,235 27.7 Other interest payable and finance charges . . . . . . . . . . . . . . . . . 325 248 (23.8) Net exchange losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,405 100.0 Losses on derivative financial instruments. . . . . . . . . . . . . . . . . . . 2,896 — (100.0)

5,080 5,823 13.7

Interest receivable and similar income

Total interest receivable and similar income was £4.5 million for the six months ended June 30, 2017, an increase of £2.9 million or 181.3% from £1.6 million for the six months ended June 30, 2016, primarily due to the gain on derivative financial instruments recorded in the six months ended June 30, 2017 as a result of the slight strengthening of the pound sterling against the U.S. dollar compared to the year-end rate at December 31, 2016, resulting in a reduced net mark-to-market liability on U.S. dollar derivatives. The net exchange gain in the six months ended June 30, 2016 is from the remeasurement of net currency assets on the balance sheet as a result of the British referendum to exit the EU and subsequent fall in the value of the pound sterling against the U.S. dollar at the end of June 2016.

Interest payable and similar charges

Total interest payable and similar charges were £5.8 million for the six months ended June 30, 2017, an increase of £0.7 million or 13.7% from £5.1 million for the six months ended June 30, 2016, primarily due to the net exchange loss of £3.4 million for the six months ended June 30, 2017, which did not occur for the six months ended June 30, 2016. The net exchange loss in the six months ended June 30, 2017 was primarily a result of foreign exchange losses on derivative contracts settled in the period with a majority of contracts taken out prior to the British referendum to exit EU and subsequent fall in the value of the pound sterling against the U.S. dollar. Interest payable on bank loans and overdrafts for the six months ended June 30, 2017 increased as a result of an increase in interest rates on MTG’s new bank facility signed in October 2016 which was partially offset by the decrease in other interest payable and finance charges stemming from slight reductions in arrangement and commitment fees.

Loss for the financial period

As a result of the foregoing, the loss for the six months ended June 30, 2017 was £25.2 million, an increase of £11.7 million or 86.7%, from a loss of £13.5 million for the six months ended March 30, 2016.

EBITDA

EBITDA for the six months ended June 30, 2017 was negative £22.8 million, an increase of £14.3 million or 168.2% from negative EBITDA of £8.5 million for the six months ended June 30, 2016.

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Liquidity and Capital Resources of MTG

MTG’s liquidity requirements arise primarily from its need to fund working capital and to service debt.

Cash Flows of MTG

The table below sets forth certain information about MTG’s cash flows for the periods indicated:

Six Months ended June, 30

2016 2017

£ (thousands) Net cash flows from operating activities . . . . . . . . . . . . . . 14,130 22,225 Net cash inflow/(outflow) from investing activities . . . . . . 27,449 (4,753) Net cash outflow from financing activities . . . .. . . . . . . . . . . (28,979) (18,670)

Net cash flows from operating activities

Net cash inflow from operating activities was £22.2 million for the six months ended June 30, 2017 compared to £14.1 million for the six months ended June 30, 2016, which was primarily due to a £24.6 million improvement in working capital, offset by the £16.5m increase in operating loss. The working capital improvement includes £42.2 million deferred income for deposits received on the sale of Heritage cars which will be delivered over the period of 2017-2019. This is partially offset by lower Sponsorship deferred income as several contracts were not renewed at the end of 2016.

Net cash flows from investing activities

Net cash outflow from investing activities was £4.8 million for the six months ended June 30, 2017 compared to net cash inflow from investing activities of £27.4 million for the six months ended June 30, 2016, which was primarily due to the sale of MTG’s 3.7% investment in McLaren Automotive Limited at cost for £28 million in May 2016, and increased spend in the six months to June 30, 2017 on intangible and tangible assets.

Net cash flows from financing activities

Net cash outflow from financing activities was £18.7 million for the six months ended June 30, 2017 compared to £29.0 million for the six months ended June 30, 2016, which was primarily due to the lower drawdown on MTG’s loan facility of 14.2 million compared to £26.0 million in 2016. Offsetting this, interest payable was higher in the six months ended June 30, 2017 by £1.5 million predominantly due to net exchange losses.

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