Final Results
Dialight PLC
13 March 2006
Date: Embargoed until 07:00 am Monday 13 March 2006
Contacts: Roy Burton - Group Chief Executive
Cathy Buckley - Finance Director
Dialight PLC
Tel: 01480 447490
Alistair Mackinnon-Musson
Philip Dennis
Hudson Sandler
Tel: 020 7796 4133
Email: dialight@hspr.com
DIALIGHT PLC
PRELIMINARY RESULTS
Dialight Plc, the UK based leader in Applied LED Technology, announces its
preliminary results for the year ended 31 December 2005.
Highlights
O Disposal of Solartron business for £72m in aggregate
O Return of £46.5m to shareholders (£90m since 2003)
O Name changed to Dialight plc
Continuing Businesses
O Strong increase in profits in second half as a result of increased orders
and sales
O Profit before tax and exceptional items increased 4% to £4.5m
O Basic EPS increased 12% to 10.1p
O Good cash generation
O Strong year-end balance sheet
O Increased order intake in 2006
O Lumidrives acquisition in January 2006
Harry Tee, Chairman, said 'The disposal of the Solartron businesses and the
return of capital to shareholders was the final step of the Board's strategy of
repositioning the Group. The Company is now focussed on the emerging solid
state lighting market with high growth potential and with a new name and new
management.'
Roy Burton, Group Chief Executive, said 'Dialight is well positioned to grow as
the application of solid state lighting technology expands. The acquisition of
Lumidrives, early in 2006, enhances our position in this emerging sector'.
2005 was a successful year for the Company culminating in the execution of the
Board's strategy of creating a focussed growth company. The disposal of the
Solartron businesses in two separate transactions to Emerson and Ametek for
gross proceeds in aggregate of £72.1m (after cash adjustment) marked the
successful completion of the Board's strategy to exit the electronic measurement
sector. This strategy, which began with the sale of Weston in 2003 and was
completed with the Solartron disposals, realised aggregate proceeds of over
£125m in cash, a premium of 40% over the market capitalisation of the whole
Group prior to the Weston transaction.
Following shareholder approval at the September EGM, the Board returned £46.5m
to shareholders, which, taken with the return of £42.6m in 2003 following the
Weston disposal, makes a total return to shareholders from the disposal strategy
of almost £90m.
The profit on disposals during the year of £22m (after tax of £9m) is shown as
an exceptional item.
Financial Results
These are the first full year results to be prepared under International
Financial Reporting Standards (IFRS). All comparative information has been
restated although the change has had a limited impact on the reported numbers.
Overall Group turnover for the year to 31 December 2005 was £95.2m with
Solartron contributing for only part of the year (2004: £118.9m). Group profit
before interest and tax was £39.3m (2004: £12.5m) including the profits before
tax on disposals of £31m. EPS was 92.2 pence per share (2004: 27.4 pence per
share).
Profit before tax and exceptional items was £8.7m (2004: £12.5m) which included
£4.5m (2004: £4.3m) from the continuing businesses. Basic earnings per share
from the continuing businesses were 10.1 pence per share showing a 12% increase
over last year.
Operating cash flow in the year was £7.6m (2004: £15.5m). In addition cash from
disposals, net of tax and expenses, amounted to £60.4m. Following the return of
£46.5m to shareholders and the £7.4m contribution to pension funds, the net cash
balance at the year-end was £9.8m (2004: £6.8m).
Dividend
In the Circular dated 6 September 2005 the Board announced that the dividend
policy going forward would be designed to reflect the new profile and growth
potential of the continuing Group. We expect the Group to continue to have good
cash generation and a strong balance sheet. However the dividend requires
rebasing to reflect the disposals and return of capital to shareholders. Our
aim is to pursue a progressive dividend policy which is linked to the
performance of the Group and the cash requirements of a growing business. The
Board is therefore recommending a final dividend of 3 pence per share and
expects the future pattern of dividend payments to follow past practice. The
full year dividend is 6.4 pence. The dividend will be paid on 12 May 2006 to
shareholders on the register at 24 March 2006.
Board Changes
Sir Alan Cockshaw has retired from the Board having chaired the Group since July
1997. The Board would like to thank Sir Alan for his contribution and wise
counsel and leadership, particularly in the past few years of substantive
change. We wish Sir Alan well in his retirement.
The Board would also like to pay tribute to Alf Vaisey, who retired from the
board following the completion of the Solartron disposal, for the nine years he
spent with the Group as Finance Director. Alf made an enormous contribution to
the Group and was a vital member of the executive team culminating in the key
role he played in the successful disposals of the Solartron businesses.
On the retirement of Sir Alan Cockshaw, Harry Tee was appointed Chairman and Roy
Burton and Cathy Buckley joined the Board in October as Group Chief Executive
and Group Finance Director respectively.
Our People
The Group has been through many changes over the past few years in response to
ever changing market conditions and the repositioning of the Group. Our staff
have had to cope with many challenges as a result. The Board wishes to pay
tribute to all those who worked with the Group over this period many of whom
left the Group as a result of the disposals completed by the Group. The loyalty,
commitment and endeavour shown by everyone cannot be overstated and our thanks
go to all of them.
Operating Review (Continuing Operations)
On a continuing operations basis revenue increased from £55.3m to £56.1m and
Profit Before Tax improved from £4.3m to £4.5m. There was a strong improvement
in sales and profits in the second half when compared to the first half (revenue
£30.3m (£25.8m), PBT £3.1m (£1.4m)). These increases were largely driven by the
strong uptick in orders in the second half of last year.
On a proforma basis the profit before tax for the continuing operations is £5.4m
compared with the reported profit of £4.5m. This reflects the reduction to
corporate overhead costs, following the disposal of the Solartron businesses.
The increase to the Profit of £0.9m assumes that the disposal of Solartron had
taken place at the start of the year.
2005 2004
Continuing Business
Sales £56.1m £55.3m
Profit before tax £4.5m £4.3m
For the first time we will be reporting Dialight's business in two segments:-
• Components comprising indication products and electromagnetic components.
• Signals/Illumination which includes Traffic and Rail Signals, Obstruction
Lights and the new Solid State Lighting products of the Group.
The reason for this segmentation is the different growth characteristics and
customer profiles of the two segments.
Components
2005 2004
Sales £26.6m £27.2m
Contribution* £13.3m £14.7m
*Contribution is defined as sales less material, direct labour costs and
commissions.
Performance in this segment was adversely affected by the performance of a major
OEM customer for electromagnetic devices who experienced a significant slowdown
in 2005 due to factory relocation. Without this slowdown, the segment would have
shown growth over 2004. Volumes with this customer are now back to historical
levels. In addition early in 2006, two major utility orders have been secured
for customers in the USA totalling over £1.5 million, adding new business to
normal run rates. It is expected that a majority of this new business will be
shipped in 2006.
A major piece of the Components Segment is sales of Dialight LED indicator
products to US based Distributors. Dialight tracks the success of this business
through Distributor Point of Sales data, which grew by over 5% in 2005 over
2004, although Dialight sales to those distributors were slightly affected by
some destocking throughout 2005.
For many years Dialight has held a preferred vendor position with the world's
major electronic OEMs. These relationships continue and our position expands as
our salespeople and engineers design Dialight's products into the new programs
of these OEMs.
In the latter part of 2005 we were awarded a contract to supply LED indicators
in a wing mirror application for a major Japanese automotive manufacturer. It
is expected that shipments will start in the middle of 2006. Dialight will
continue to pursue other niche automotive applications where we can bring value
to our customers.
Over time we expect the Components Segment to show steady growth based upon
Dialight's unique position with major worldwide OEMs and large distributors.
Signals/Illumination
2005 2004
Sales £29.6m £28.0m
Contribution * £9.9m £9.2m
*Contribution is defined as sales less material, direct labour costs and
commissions.
High Brightness LEDs have been used in coloured signaling applications for some
years. They contribute major energy savings when compared with conventional
light sources and they have a lifetime stretching to tens of thousands of hours.
For applications such as Traffic Lights, Rail Signals and similar devices, there
is a very compelling value proposition. LEDs, being semiconductor devices, also
lend themselves to digital control and can be very versatile in Architectural
and Entertainment Lighting applications, where sophisticated coloured lighting
effects are needed. It is only in recent times that white LEDs have become
available with enough power and at a cost to make white lighting applications
viable.
During the year, this segment posted 5% sales growth in spite of the US Traffic
Market being essentially flat and 2004 sales benefiting from a major one-off
contract with FAA. The US Traffic Light segment of this market has become
relatively constant so it is essential that we focus our efforts on those areas
which will drive strong growth for the Company.
For some years, Dialight has been a major supplier to the US traffic light
market. Many of the major city and state retrofits have already been completed
and the market is over 50% adopted. Dialight's channels to market are well
established and it is expected that sales of traffic lights and relative market
shares in this geography will remain stable however, in Europe and Asia the
situation is quite different. The European adoption of LED traffic lights is
less than 5% and European authorities at this point have been relatively slow to
adopt LED technology. It is clear that, at some stage, adoption will occur and
over the past few years we have been expanding our customer and geographical
base in preparation for the rapid growth of this market. In 2005 Dialight sold
to traffic customers in almost every West European country and a number of East
European countries also. In 2005 this business grew by close to 20%.
In spite of this growth, 2005 is best characterised as a year of preparation for
the European traffic business. Our European operations have spent their time
developing products for the new German OCIT and Dutch Astrin II specifications
as well as introducing a new high brightness signal for multi-country
application - all these products being based on the new Eclipse platform. We
have forged new relationships with traffic systems OEMs throughout Europe and
are particularly pleased at the progress we have made in developing products for
several groups within the Siemens traffic organizations throughout Europe.
2006 should be a year of more adoption by the European customers and further
penetration by Dialight into this market. In order to better fulfil this
anticipated demand, manufacturing is being concentrated in our Newmarket and
Mexico facilities. This will improve operational performance while maintaining
a marketing and engineering presence in Munich. The benefits of this
reorganisation will begin to be realised in the second half of the current year,
although costs will be incurred in the first half.
Similarly, the Asian market has not adopted LED technology to any great degree.
We will address opportunities as they arise and look to drive Dialight's high
brightness traffic lights into this market.
Rail signals logically follow traffic signals as a commercially compelling
application for Dialight's products. In 2005, our US Operations completed a
retrofit of wayside signals for New York City Transit Authority. This involved
over 50,000 signals; all designed and built to stringent safety standards. Rail
transport however, is not as densely developed in the USA as it is in Europe.
In the 2nd half of 2005 Dialight secured a contract with the Danish rail
authorities for the supply of rail signals. Multiple discussions are taking
place with other rail authorities throughout Europe regarding the specification
and supply of LED rail signals and Dialight's products are in qualification with
the Russian Rail authorities. Whilst the normal caution of the rail industry
may make this market slower to take off than traffic signals, we believe there
is good growth potential for Dialight in this European segment.
Red warning lights adorn broadcast towers, wind towers and tall buildings near
airports and these lights are there to give warning to aircraft. In 2002
Dialight produced the first FAA qualified LED version of these lights. Since
that time, we have developed the market for these products and have sold over
44,000 LED Beacons and Sidelights. We believe there are over 600,000 left to
change to LED as the market is still in the early stages of adoption. This
business grew over 25% in 2005 on top of strong growth in 2004. We have an
extensive customer base on both sides of the Atlantic and expect to see our
obstruction lighting business develop as we drive further LED usage in this
market. The value proposition is quite simple; a Dialight LED Beacon uses
40watts of electricity versus over 1200 watts used by a conventionally lit
Beacon. In addition to this, Dialight warrants its products for 5 years thus
avoiding the cost of climbing to the top of a tall tower or building just to
change a light bulb.
To enhance the adoption of these products, for 2006 we have launched versions
which are qualified for hazardous locations. Our obstruction lights can now be
used in oil and petrochemical establishments, offshore platforms and anywhere
aviation warning is needed.
As energy costs rise, not only do LED applications become more important, but
new sources of energy also become more important -in particular wind energy.
This is a big plus for LED Obstruction Lights as each Wind Tower over a certain
size has to be lit.
The end objective for LED technology is to replace conventional white light
sources for illumination. It is only in recent times that LEDs have been
sufficiently effective to see any of this happen. White LEDs, whilst more
energy efficient today than incandescent and halogen sources and approaching the
efficiency of fluorescent lights are still too expensive for general lighting.
There are however niche applications where long life, maintenance and safety
make white LEDs a viable proposition.
One example of this is in Lighting for Hazardous Locations. Dialight has
developed the first white LED light qualified to a UL Class 1 Division 2 rating
for use in areas where explosive vapours may be present. Conventional light
fixtures for this type of application have to be designed especially for this
type of use and tend to be bulky and expensive. For LEDs, Dialight has developed
the concept of 'inherent safety' and combined with a 5 year life this makes a
very compelling value proposition for operators of petrochemical plants,
refineries and offshore platforms. The potential installed market for this type
of device is in excess of £100m and Dialight expects to see good growth over a
number of years from this and other 'industrial lighting' applications.
LEDs and coloured LEDs in particular are finding application today in
Architectural, Entertainment and Theatre Lighting. Dialight has developed
Spectramix, a proprietary colour mixing protocol along with a number of unique
colour mixing light engine technologies. The acquisition of Lumidrives, a UK
based manufacturer of LED based lights and modules for the European
Architectural Lighting market will give Dialight a strong position in this
sector in Europe
Founded in late 2001, Lumidrives has grown its revenues profitably to over £3m
in 2005. The acquisition has integrated well into Dialight and is making good
progress. The prospect for the coming year is for continued growth in Europe
with existing product types and with the added potential of Dialight developed
products being introduced into Europe through the Lumidrives' sales channels. In
addition to European sales, Dialight is in the process of introducing Lumidrives
products to the North American market. There is potential for both OEM products
and the introduction of light modules- optics, drivers and light engines-to the
Dialight Distribution channel.
The addition of Lumidrives to Dialight is a very important step bringing
products, channel, customers and a UK Management Team that has demonstrated the
ability to grow profitably in the Solid State Lighting market.
Dialight can look forward with confidence to the coming years, as markets are
enabled by new technology. The challenge is to grasp the opportunities early as
they reach viability.
We are well positioned to take advantage of the growing Signals and Solid State
Lighting markets. Dialight has good channel access in the USA and Europe and is
developing a presence through its partners in Asia. Our technical expertise is
strong, having more experience with high brightness LEDs than almost any other
company in the world. Operationally we have excellent capability with our low
cost ISO 9000 registered operation in Ensenada, Mexico and the purchasing volume
to drive best prices for our component parts.
There are many small niche players emerging in this exciting new market but
Dialight has the position, the expertise and perhaps most importantly the size
to seize the multiple opportunities which will emerge and maintain a strong
market position.
Outlook
As outlined in the previous statements, the Group is now focused on one business
specialising in applied LED technology and in particular Solid State Lighting.
The order intake for the Components Segment for the current year to date shows
an underlying growth in its run rate, supported by the previously mentioned
large Electromagnetic components orders.
Demand for Signals/Illumination products is expected to show growth driven by
increase in European Traffic Light demand. The benefits of the reorganisation
of European manufacturing operations will start to produce results in the second
half of the current year.
Growth will be further enhanced by the introduction of new products in Hazardous
Location Lighting and the exploitation of the Lumidrives acquisition on a
worldwide basis.
Consequently, the Board is confident that the continuing operations will show
progress in the current year.
Harry Tee
Chairman
Roy Burton
Chief Executive
CONSOLIDATED INCOME STATEMENT
for the year ended 31 December 2005
2005 2004
Note Continuing Discontinued Total Continuing Discontinued Total
operations operations operations operations
£'000 £'000 £'000 £'000 £'000 £'000
Revenue 1 56129 39023 95152 55268 63584 118852
Cost of sales (41432) (24639) (66071) (39359) (39489) (78848)
Gross profit 14697 14384 29081 15909 24095 40004
Distribution expenses (4485) (6381) (10866) (4883) (10878) (15761)
Administrative expenses (6266) (3637) (9903) (6571) (4957) (11528)
Operating profit 1 3946 4366 8312 4455 8260 12715
Financial income 2201 198 2399 1388 358 1746
Financial expense (1691) (302) (1993) (1544) (391) (1935)
Net financing costs 510 (104) 406 (156) (33) (189)
Profit before tax 4456 4262 8718 4299 8227 12526
Income tax expense 2 (1403) (1339) (2742) (1588) (2702) (4290)
Profit after tax but 3053 2923 5976 2711 5525 8236
before gain on
discontinued operation
Gain on sale of - 22022 22022 - - -
discontinued operations,
net of tax
Profit for the year 3053 24945 27998 2711 5525 8236
attributable to equity
holders of the parent
Basic earnings per share 3 10.1p 82.1p 92.2p 9.0p 18.4p 27.4p
Diluted earnings per 3 10.1p 82.1p 92.2p 8.9p 18.2p 27.1p
share
CONSOLIDATED BALANCE SHEET
As at 31 December 2005
2005 2004
£'000 £'000
Assets
Property, plant and equipment 5983 11463
Intangible assets 4321 19254
Deferred tax assets 2405 2619
Total non-current assets 12709 33336
Inventories 6742 15404
Trade and other receivables 16685 25363
Cash and cash equivalents 9829 6819
Total current assets 33256 47586
Total assets 45965 80922
Liabilities
Current liabilities
Interest-bearing loans and borrowings (2213) (51)
Trade and other payables (7477) (16644)
Tax liabilities (3364) (977)
Total current liabilities (13054) (17672)
Non-current liabilities
Employee benefits (3104) (11030)
Provisions (890) (1667)
Deferred tax liabilities (53) (66)
Total non-current liabilities (4047) (12763)
Total liabilities (17101) (30435)
Net assets 28864 50487
Equity
Issued share capital 587 2849
Share premium - 6049
Other reserves 29 39295
Retained earnings 28248 2294
Total equity 28864 50487
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31 December 2005
Note 2005 2004
£'000 £'000
Operating activities
Profit for the year 27998 8236
Adjustments for:
Financial income (2399) (1746)
Financial expense 1993 1935
Income tax expense 2742 4290
Gain on disposal of discontinued operations (net of tax) (22022) -
Depreciation of property, plant and equipment 1423 2606
Amortisation of intangible assets 567 387
Operating cash flow before movements in working capital 10302 15708
Decrease in inventories 1017 238
Increase in trade and other receivables (3115) (1076)
(Decrease)/Increase in trade and other payables (168) 734
Decrease in pension liabilities (418) (80)
Cash generated from operations 7618 15524
Income taxes paid on profit on ordinary activities (2777) (3583)
Income tax paid on gain on disposals (5237) -
Interest paid (1986) (1935)
Net cash from operating activities (2382) 10006
Investing activities
Interest received 2399 1746
Disposal of discontinued operations 65689 -
Capital expenditure (2228) (1299)
Expenditure on development (1505) (2129)
Sale of tangible fixed assets 44 13
Net cash generated/(used in) investing activities 64399 (1669)
Financing activities
Dividends paid (3341) (3135)
Proceeds from the issue of shares 2089 74
Transfer to 'Restricted Cash' 5 (4000) -
Special contributions to pension funds (7374) -
Preference shares redeemed (67) (267)
Return to shareholders following disposal of businesses (46524) -
Net cash used in financing activities (59217) (3328)
Net increase in cash and cash equivalents 2800 5009
Cash and cash equivalents at 1 January 6768 1968
Effect of exchange rates on cash held 261 (209)
Cash and cash equivalents at 31 December 5 9829 6768
Consolidated statement of recognised income and expense
For the year ended 31 December 2005
2005 2004
£'000 £'000
Exchange difference on translation of foreign operations 1100 (1077)
Exchange realised on disposal of businesses (13) -
Actuarial losses on defined benefit pension schemes (1266) (1194)
Tax on items taken directly in equity 424 340
Net expense recognised directly in equity 245 (1931)
Profit for the period 27998 8236
Total recognised income and expense for the period attributable to 28243 6305
equity holders of the parent
Effect of change in accounting policy
Impact of adoption of IAS32 and 39 (net of tax) to
- retained earnings: Cash flow hedges 190
- share capital: Reclassification of preference shares (2280)
Attributable to members (2090)
Notes to the consolidated financial statements
for the year ended 31 December 2005
The consolidated financial statements of the Company for the year ended 31
December 2005 comprise the Company and its subsidiaries (together referred to as
the 'Group').
Statement of compliance
The consolidated financial statements have been prepared and approved by the
directors in accordance with International Financial Reporting Standards as
adopted by the EU ('Adopted IFRSs'). The Company has elected to present its
parent company financial statements in accordance with UK GAAP. An explanation
of how the transition to Adopted IFRSs has affected the reported financial
position, financial performance and cash flows of the Group is provided in the
restatement of the 2004 audited accounts issued on 12 September 2005.
In preparing these Financial Statements, the Group has applied the mandatory
exemptions and certain of the optional exemptions from full retrospective
application of Adopted IFRS.
• Business combinations-Business combinations that took place prior to 1
January 2004 have not been restated
• Employee benefits-All cumulative actuarial gains and losses on defined
benefit plans have been recognised in equity at 1 January 2004
• Cumulative translation differences-Cumulative translation differences for
all foreign operations have been set to zero at 1 January 2004
• IFRS 2 is only applied to share awards made after 7 November 2002 that have
not vested at 1 January 2005
In addition the Group has chosen to adopt the exemption delaying the
implementation of IAS 32 Financial Instruments: Disclosure and Presentation, and
IAS 39 Financial Instruments: Recognition and Measurement. The standard
requires derivatives which are held off balance sheet to be recognised in the
balance sheet in full at fair value. In accordance with IFRS 1 the
implementation has been applied first in the year ended 31 December 2005.
IAS 19 (Revised) has been adopted in advance of the effective date of 1 January
2006.
The following Adopted IFRS was available for early application but has not been
applied by the Group in these financial statements:
• IFRS 7 Financial instruments: Disclosure applicable for years commencing on
or after 1 January 2007. The application of IFRS 7 in 2005 would not have
affected the balance sheet or income statement as the standard is concerned
only with disclosure.
Basis of preparation
The financial statements have been prepared on the historical cost basis except
for the revaluation of certain financial instruments which have been accounted
for in accordance with IAS 32 and IAS 39 from 1 January 2005.
The financial information contained in this preliminary announcement does not
constitute the Company's statutory accounts for the years ended 31 December 2005
and 2004. Statutory accounts for 2004, which were prepared under UK GAAP, have
been delivered to the registrar of companies, and those for 2005, prepared under
International Financial Reporting Standards as adopted by the EU, will be
delivered in due course. The auditors have reported on these accounts, their
reports were unqualified and did not contain statements under section 237 (2) or
(3) of the Companies Act 1985. Full financial statements for the year ended 31
December 2005, will shortly be posted to share holders, and after adoption at
the Annual General Meeting on 9 May 2006 will be delivered to the registrar.
1. Segment reporting
The primary format used for segmental reporting is by business segment as this
reflects the internal management structure and reporting of the Group. Intra
group trading is determined as an arm's length basis.
Business segments
The Group comprises the following business segments: -
• Components comprising the indication business and electromagnetic
components.
• Signals/Illumination which includes Traffic and Rail Signals, Obstruction
Lights and the new Solid State Lighting products.
The business segment, Solartron, was sold during 2005 and is shown as
discontinued operations below.
All revenue relates to the sale of goods. The 2004 segment results and assets
and liability allocations have been restated for the continuing operations
between Components and Signals/Illumination to reflect the reporting structure
of the Group going forward. The contribution shown below for the continuing
operations represents sales less direct costs incurred by each business segment.
Business segments
2005 Components Signals/ Discontinued
Illumination Operations Total
£'000 £'000 £'000 £'000
Revenue 26564 29565 39023 95152
Contribution 13313 9902 4366 27581
Unallocated expenses from continuing (19269)
operations
Operating profit from continuing 3946
operations
Operating profit from discontinued 4366
operations
Operating profit 8312
Net financing income 406
Profit before tax and sale of 8718
discontinued operations
2004 Components Signals/ Illumination Discontinued
Operations Total
£'000 £'000 £'000 £'000
Revenue 27236 28032 63584 118852
Contribution 14717 9227 8260 32204
Unallocated expenses from (19489)
continuing operations
Operating profit from continuing 4455
operations
Operating profit from discontinued 8260
operations
Operating profit 12715
Net financing costs (189)
Profit before tax 12526
Other Information Components Signals/ Discontinued
2005 Illumination Operations Total
£'000 £'000 £'000 £'000
Capital Additions 458 839 931 2228
Depreciation and amortisation 941 1017 32 1990
Balance Sheet - Assets 2005
Components Signals/
Illumination Total
£'000 £'000 £'000
Segment assets 11937 17376 29313
Unallocated assets 16652
Consolidated total assets 45965
Balance Sheet - Liabilities 2005
Components Signals/
Illumination Total
£'000 £'000 £'000
Segment liabilities (2892) (4307) (7199)
Unallocated liabilities (9902)
Consolidated total liabilities (17101)
Balance Sheet - Assets 2004
Components Signals/ Illumination Discontinued Operations Total
£'000 £'000 £'000 £'000
Segment assets 13195 15404 45950 74549
Unallocated assets 6373
Consolidated total assets 80922
Balance Sheet - 2004
Liabilities
Components Signals/ Discontinued
Illumination Operations Total
£'000 £'000 £'000 £'000
Segment liabilities (8359) (3103) (14080) (25542)
Unallocated liabilities (4893)
Consolidated total (30435)
liabilities
Geographical segments
The Components and Signals/Illumination segments are managed on a worldwide
basis, but operate in three principal geographic areas, UK, Europe and North
America. The following table provides an analysis of the Group's sales by
geographical market, irrespective of the origin of the goods. All revenue
relates to the sale of goods.
Sales revenue by geographical market
Continuing Discontinued Total
Operations Operations
2005 2004 2005 2004 2005 2004
£'000 £'000 £'000 £'000 £'000 £'000
North America 35201 35653 7630 10308 42831 45961
UK 7523 6449 8276 16558 15799 23007
Rest of Europe 7435 6376 13242 23074 20677 29450
Rest of world 5970 6790 9875 13644 15845 20434
56129 55268 39023 63584 95152 118852
Continuing operations Segmental assets Capital expenditure
2005 2004 2005 2004
£'000 £'000 £'000 £'000
North America 23996 20986 1016 470
UK 15412 7986 198 87
Rest of Europe 6557 6000 83 102
45965 34972 1297 659
2. Income tax expense
Recognised in the income statement
2005 2004
£'000 £'000
Current tax expense
Current year 2335 3678
Adjustment for prior years (308) (360)
2027 3318
Deferred tax expense
Origination and reversal of temporary differences 616 765
Adjustment for prior years 99 207
Total income tax expense in income statement 2742 4290
Reconciliation of effective tax rate
2005 2005 2004 2004
% £'000 % £'000
Profit after gain on disposals before tax 39702 12526
Gain on disposals (30984) -
Profit before tax 8718 12526
Income tax using the UK corporation tax rate of 30.0 2615 30.0 3758
30%
Effect of tax rates in foreign jurisdictions 4.1 354 2.1 263
Non-deductible expenses 0.4 40 0.7 88
Unrecognised losses 3.5 302 2.6 334
Deduction for gain on share options (4.1) (360) -
Over provision in prior years. (2.4) (209) (1.2) (153)
31.5 2742 34.2 4290
Deferred tax recognised directly in equity 2005 2004
£'000 £'000
Relating to pension accounting 424 340
The tax charge arising from the disposals of the Solartron businesses has been
estimated at £8,962,000.
3. Earnings per share
Basic earnings per share
The calculation of basic earnings per share at 31 December 2005 was based on the
profit for the year of £27,998,000 (2004: £8,236,000) and a weighted average
number of ordinary shares outstanding during the year ended 31 December 2005 of
30,369,000 (2004:30,091,000).
Diluted earnings per share
The calculation of diluted earnings per share at 31 December 2005 was based on
profit for the year of £27,998,000 (2004:£8,236,000) and a weighted average
number of ordinary shares outstanding during the year ended 31 December 2005 of
30,371,000 (2004:30,339,000) calculated as follows: -
Weighted average number of ordinary shares (diluted)
2005 2004
'000 '000
Weighted average number of ordinary shares 30369 30091
Effect of share options on issue 2 248
Weighted average number of ordinary shares (diluted) 30371 30339
Earnings per share for continuing and discontinued operations
2005 2004
Pence Pence
Continuing operations 10.1 9.0
Discontinued operations 9.6 18.4
Gain (net of tax) from the disposal of operations 72.5 -
92.2 27.4
Basic Earnings per share for continuing and discontinued operations
Earnings per share for continuing and discontinued operations has been
calculated using the same figures as the basic earnings per share except that
the profit for the period used in the calculation is the profit relating to
continuing operations of £3,053,000(2004:£2,711,000) and the one relating to
discontinued operations of £2,923,000(2004:£5,525,000). The calculation of the
earnings per share from the gain of discontinued operations is calculated using
the weighted average number of shares shown above and the gain after tax on the
disposals of £22,022,000 (2004: £nil).
4. Dividends
The following dividends were paid in the year:
2005 2004
£'000 £'000
3.4p (2004: 3.4p) per ordinary share
1053 1023
7.6p (2004: 6.9p) per ordinary share
2288 2075
3341 3098
After the balance sheet date the following dividends were proposed by the
Directors. The dividends have not been provided for and there are no
corporation tax consequences.
2005 2004
£'000 £'000
Final proposed dividend
3.0p per ordinary share 937
7.6p per ordinary share 2288
5. Cash and cash equivalents
2005 2004
£'000 £'000
Total Bank balances 13829 6819
Less: Restricted cash (4000) -
Cash and cash equivalents 9829 6819
As part of the Capital Reduction approval, the Court required certain cash to be
set aside into a separate bank account 'Creditors Account' for the protection of
actual, prospective or contingent liabilities of the Company.
As at 31 December 2005 the balance on the Creditors Account was £4,000,000.
This 'Restricted Cash' is required principally to pay the outstanding tax due
from the 2005 disposal of businesses and is included in Trade and other
receivables.
6. Events after the balance sheet
On 11 January 2006 the Company completed the acquisition of the entire issued
share capital of Lumidrives Limited for a total consideration of £3 million.
The consideration was satisfied in part by cash of £2.45 million and the balance
of £0.55million satisfied by the issue of 223578 Dialight plc ordinary shares.
The ordinary shares were issued at a price of £2.46 being the market price of
the 1.89p ordinary shares at the close of business on the day immediately
preceding completion.
Due to the recent timing of the acquisition the assessment of the fair values to
be attributed to goodwill and any intangible assets has not yet been completed.
- ENDS -
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The company news service from the London Stock Exchange