Interim Results
ROXBORO GROUP PLC
20 September 1999
Contacts: Harry Tee - Group Chief Executive
Alf Vaisey - Group Finance Director
The Roxboro Group PLC
Telephone: 0171 601 1000 (20/09/99)
Telephone: 01223 424626 (thereafter)
Alistair Mackinnon-Musson
Philip Dennis
Square Mile Communications
Telephone: 0171 601 1000
THE ROXBORO GROUP PLC
Interim Results
The Roxboro Group PLC, the Cambridge based controls technology group,
announces its interim results for the 6 months ended 30 June 1999.
Roxboro comprises a number of specialist manufacturing companies
focused on growing niche sectors within the controls technology
market. The Group consists of three divisions: Components, Sensors
and Instrumentation. Roxboro has manufacturing facilities in the UK
and the US, with sales offices throughout Europe, the USA and Asia
Pacific.
The key points are:
* Turnover up to £60.4m (1998: £59.3m)
* Orders received up to £66.2m (1998: £59.9m)
* Profit before tax of £7.6m, after £0.7m of non-recurring costs
* Underlying profit* £8.3m
* Order book strengthens by 40%, providing a strong base for the
second half
* Component market recovered strongly in Q2 and was sustained into
Q3.
* Acquisition of Norwich Aero and ISA Controls completed and
integrated well
* Dividend increased by 8%
*profit before goodwill and non-recurring costs
Commenting on the results, Harry Tee, Chief Executive said:
'Given a 40% improvement in the strength of our order book since the
beginning of the year and with signs of economic recovery in Asia,
the prospects for Roxboro are encouraging for the second half and for
the longer term.'
The acquisition of Norwich Aero Products and ISA Controls strengthens
Roxboro in key strategic markets and we will continue to pursue our
strategy of seeking appropriate acquisitions to further strengthen
the Group.'
CHAIRMAN'S STATEMENT
OVERVIEW OF THE ROXBORO GROUP RESULTS
In the first six months the Group performed well in difficult market
conditions, particularly in the petro-chemical sector. A 40%
strengthening of the order book since the beginning of the year
provides the Board with a high level of confidence for the second
half.
For the period to 30 June 1999 profits before tax and goodwill
amortisation were £7.6m (1998 : £9.0m) on turnover of £60.4m (1998 :
£59.3m). In total the Group incurred one-off costs of £0.7m in the
period (1998: NIL); underlying profits before goodwill were therefore
£8.3m.
Basic earnings per share were 8.9p (1998 : 10.8p) and the interim
dividend is increased by 8% to 2.8p (1998: 2.6p), reflecting the
Board's confidence in the Group's prospects. The dividend will be
paid on 27 October 1999 to shareholders registered on 01 October
1999.
Roxboro has continued to invest in the future not only through
acquisitions and capital expenditure, but also in taking the
opportunity to acquire the freehold of our Farnborough site which, in
aggregate, amounted to £25.9m. This resulted in net debt of £12.5m
at the half year. However, it is anticipated that the onward sale
and partial lease back of the Farnborough site will be achieved in
the second half, restoring a strong, positive cash balance at the
year end.
The first half of 1999 has been a period during which Roxboro has
successfully further developed its strategy within the Controls
Technology sector. The acquisition of Norwich Aero Products Inc., a
US based manufacturer of temperature sensors for the aerospace
industry, in January was followed by the purchase of ISA Controls
Limited, a leading UK manufacturer of flow and temperature
measurement products used in the petro-chemical sector, in June.
Each of these initiatives strengthens our strategic position in key
markets.
The Board were very disappointed that the negotiations on a major US
acquisition opportunity did not proceed to a satisfactory conclusion.
The costs incurred were written off in the first half.
OPERATIONAL REVIEW
Components Sector
The Components sector picked up strongly after a slow start to the
year, with the Division overall showing a 29% improvement in
operating profits on the second half of 1998 to £4.3m. This result
was achieved despite incurring £265k of legal costs in successfully
defending a patent infringement claim against Dialight's solid state
traffic light products. Underlying profit (excluding these legal
costs) was up 5% on the first half of 1998.
Dialight's component business, which dominates its market in the USA,
strengthened significantly in the second quarter and has continued
strongly into the third quarter. Major successes with Nortel, Cisco
and 3-Com in the data communications field, and with Microsoft, for a
key optical component to be used in a new mouse, will underpin the
growth of Dialight's component business.
It is pleasing to note the Dialight Transportation Product Group
(which produces innovative solid state traffic lights using high
illuminescence LED technology) made a healthy contribution to profit
for the first half and is continuing to progress well. Major
contracts are increasingly being awarded at State level and this has
helped Dialight win new business in California, New Jersey, Kansas,
Washington State and North Carolina. This has consolidated
Dialight's position as the clear market leader in the rapidly growing
solid state traffic light market, sales of which increased by 40%
over the same period last year.
BLP has achieved excellent success with its 200A Powerpulse product
in North America. Companies such as Motorola, Schlumberger, ABB and
Siemens have designed Powerpulse into their next generation of
electricity meters to provide a connect/disconnect function. This
facility is necessary in prepayment meters or AMR (Automatic Meter
Reading) meters. In the automotive sector Powermotive is now being
supplied into the new Rover 75 as well as other vehicles, including
the Jaguar 'S' Class.
Sensors
The Sensors Division continued to develop well, with the division
showing an increase in operating profit of 14% over the same period
of last year, to £4.9m.
The acquisition of Norwich Aero Products in January strengthens
Roxboro's position in the aeroengine accessory market. The award by
Rolls-Royce of the entire suite of thermocouples and speed sensors on
the new Trent 500 engine underpins Weston's market leadership
position and its future growth prospects although the engine will not
go into full production until 2001.
Weston continues to gain market share in the key aftermarket, with
KLM awarding the company a $2.3m contract to retrofit temperature
sensors on its engines in a refit programme which is anticipated to
begin later in the year.
Both Solartron Metrology and Pressure Systems Inc continue to do well
with Metrology enjoying strong market conditions in North America,
Germany and France, although the UK remained weak.
Instrumentation
In response to the expected and widely acknowledged slow down in the
petro-chemical sector which resulted in a subdued performance at our
Instrumentation Division, we have restructured and reduced costs at
Solartron, including the appointment of a new Managing Director.
These factors taken together resulted in the Division returning a
loss for the period of £364k, after absorbing restructuring costs of
£270k. The Division is now beginning to see the benefits of the
cost reduction programmes and this, together with signs of a pick-up
in business in Asia, has contributed to an improved performance in
recent months.
With oil prices now much stronger we expect to see the benefits of
many capital projects being restored to customers' Year 2000 budgets.
The Group's position in this market was strengthened in June with the
acquisition of ISA Controls Limited. The integration of ISA is
progressing well and will substantially strengthen its international
sales, particularly as the market for in-line multiphase measurement
in the oil and gas markets is developed.
Prospects
Orders received in the first six months were £66.2m compared with
£59.9m in the same period last year and £51.9m in the second half of
1998. This forward trend has continued with the Group order book now
much stronger than at the beginning of the year, giving a strong base
for the remainder of the year.
Given the improved order book and signs of an economic revival in
Asia, the immediate and longer term prospects for Roxboro are
encouraging.
Sir Alan Cockshaw H.L. Tee
Chairman Chief Executive
Group Profit and Loss Account
Unaudited interim results for the half year ended 30 June 1999
1999 1998 1998
6 months 6 months 12 months
ended ended ended
30 June 30 June 31 December
Notes £'000 £'000 £'000
---------------------------------------------------------------------
Turnover
Continuing operations 58,053 59,314 114,233
Acquisitions 2,342 - -
---------------------------------------------------------------------
2(a) 60,395 59,314 114,233
---------------------------------------------------------------------
Operating profit before
goodwill amortisation
Continuing operations 7,278 8,866 17,182
Acquisitions 196 - -
---------------------------------------------------------------------
7,474 8,866 17,182
Goodwill amortisation (102) - -
---------------------------------------------------------------------
Total operating profit 2(b) 7,372 8,866 17,182
Net interest receivable 85 90 273
---------------------------------------------------------------------
Profit on ordinary activities
before taxation 4 7,457 8,956 17,455
Tax on profit on ordinary
activities 5 (2,461) (2,821) (5,204)
---------------------------------------------------------------------
Profit on ordinary activities
after taxation 4,996 6,135 12,251
Minority interest - (52) (135)
---------------------------------------------------------------------
Profit for the financial period
attributable to shareholders 4,996 6,083 12,116
Dividends (1,577) (1,461) (4,495)
---------------------------------------------------------------------
Retained profit 3,419 4,622 7,621
Pence Pence Pence
Dividends per share 8 2.8 2.6 5.4
----------------------------------
Earnings per share
Basic 9 8.9 10.8 21.6
----------------------------------
Diluted 9 8.7 10.6 21.1
----------------------------------
Group Balance Sheet
Unaudited interim results at 30 June 1999
1999 1998 1998
Notes 30 June 30 June 31 December
£'000 £'000 £'000
---------------------------------------------------------------------
Fixed assets
Intangible assets 6 6,744 - -
Tangible assets 32,109 15,958 15,030
Investments 39 62 39
---------------------------------------------------------------------
38,892 16,020 15,069
---------------------------------------------------------------------
Current assets
Stock 13,152 11,133 10,692
Debtors 24,592 18,919 19,898
Cash at bank and in hand 1,083 15,328 15,125
---------------------------------------------------------------------
38,827 45,380 45,715
---------------------------------------------------------------------
Creditors
Amounts falling due within
one year
Borrowings (12,569) (6,614) (3,222)
Other creditors (22,004) (19,201) (19,545)
---------------------------------------------------------------------
(34,573) (25,815) (22,767)
Net current assets 4,254 19,565 22,948
---------------------------------------------------------------------
Total assets less current
liabilities 43,146 35,585 38,017
Creditors
Amounts falling due after
more than one year
Borrowings (974) (472) (7)
Provisions for liabilities
and charges (705) (834) (731)
---------------------------------------------------------------------
41,467 34,279 37,279
Minority interests - (134) (217)
---------------------------------------------------------------------
41,467 34,145 37,062
----------------------------------
Capital and reserves
Called up share capital 563 562 562
Share premium account 4,871 4,590 4,590
Capital redemption reserve 51 51 51
Profit and loss account 35,982 28,942 31,859
---------------------------------------------------------------------
41,467 34,145 37,062
----------------------------------
Group statement of total recognised gains and losses
Unaudited interim results for the half year ended 30 June 1999
1999 1998 1998
6 months 6 months 12 months
ended ended ended
30 June 30 June 31 December
£'000 £'000 £'000
---------------------------------------------------------------------
Profit for the period
attributable to equity
shareholders 4,996 6,083 12,116
Currency translation
differences on foreign
currency net investments 636 40 (42)
---------------------------------------------------------------------
Total gains recognised
in the period 5,632 6,123 12,074
----------------------------------
Reconciliation of movements in shareholders' funds
Unaudited interim results for the half year ended 30 June 1999
1999 1998 1998
6 months 6 months 12 months
ended ended ended
30 June 30 June 31 December
£'000 £'000 £'000
---------------------------------------------------------------------
Total recognised gains and losses 5,632 6,123 12,074
Dividends (1,577) (1,461) (4,495)
Shares issued 282 39 39
Goodwill written back 68 - -
---------------------------------------------------------------------
Net change to shareholders funds 4,405 4,701 7,618
Balance brought forward 37,062 29,444 29,444
---------------------------------------------------------------------
Balance carried forward 41,467 34,145 37,062
----------------------------------
Group Statement of Cash Flows
Unaudited interim results for the half year ended 30 June 1999
1999 1998 1998
6 months 6 months 12 months
ended ended ended
30 June 30 June 31 December
Notes £'000 £'000 £'000
---------------------------------------------------------------------
Cash flow from operating
activities 3 6,653 9,327 16,680
---------------------------------------------------------------------
Returns on investments and
servicing of finance
Interest paid (208) (280) (461)
Interest received 308 370 734
---------------------------------------------------------------------
Net cash inflow from returns on
investment and servicing
of finance 100 90 273
Taxation (1,698) (2,525) (4,370)
Capital expenditure and
financial investment
Purchase of tangible
fixed assets (16,819) (2,037) (3,948)
Sale of tangible fixed assets 57 95 1,371
---------------------------------------------------------------------
Net cash outflow from
investing activities (16,762) (1,942) (2,577)
Acquisitions and disposals (9,094) - -
Equity dividends paid (3,034) (2,752) (4,213)
---------------------------------------------------------------------
Cash (outflow)/inflow before
use of liquid resources and
financing (23,835) 2,198 5,793
----------------------------------
Financing
Issue of ordinary share capital 282 39 39
Loan advances(repayments) 14,001 (954) (4,734)
Capital element of finance lease
rental payments (8) (16) (34)
---------------------------------------------------------------------
14,275 (931) (4,729)
---------------------------------------------------------------------
(Decrease)/increase in
cash in the period (9,560) 1,267 1,064
----------------------------------
Reconciliation of net cash flow to movements in net debt
1999 1998 1998
6 months 6 months 12 months
ended ended ended
30 June 30 June 31 December
£'000 £'000 £'000
(Decrease)/increase in cash
in the period (9,560) 1,267 1,064
Cash flow from (increase)/decrease
in debt and lease financing (13,993) 970 4,768
---------------------------------------------------------------------
Change in net debt resulting
from cash flows (23,553) 2,237 5,832
Translation difference (39) (47) 12
---------------------------------------------------------------------
Movement in net cash in
the period (23,592) 2,190 5,844
Net cash at beginning of period 11,896 6,052 6,052
Funding of subsidiaries acquired (764) - -
---------------------------------------------------------------------
Net (debt)/cash at end of period (12,460) 8,242 11,896
----------------------------------
Notes to the Financial Report
1) Basis of preparation of interim financial information
The interim financial information has been prepared on the basis of
the accounting policies set out in the group's statutory accounts for
the year ended 31 December 1998.
2) Segmental information
Turnover, operating profit and net assets are analysed below:
1999 1998 1998
6 months 6 months 12 months
ended ended ended
30 June 30 June 31 December
£'000 £'000 £'000
---------------------------------------------------------------------
a) Turnover
By geographical destination:
UK 14,292 13,998 28,192
USA 32,729 30,582 58,050
Other European countries 7,956 8,521 15,876
Rest of the world 5,418 6,213 12,115
---------------------------------------------------------------------
Continuing operations 60,395 59,314 114,233
----------------------------------
By geographical origin:
UK 31,869 33,259 65,988
USA 30,882 29,142 54,996
Other European countries 896 892 1,791
---------------------------------------------------------------------
Continuing operations 63,647 63,293 122,775
Inter-segment sales (3,252) (3,979) (8,542)
----------------------------------
60,395 59,314 114,233
----------------------------------
By business operation:
Components 25,810 25,277 45,538
Sensors 23,959 20,896 43,125
Instrumentation 10,626 13,141 25,570
---------------------------------------------------------------------
Continuing operations 60,395 59,314 114,233
----------------------------------
b) Operating profit/(loss)
By geographical origin:
UK 4,703 5,883 11,861
USA 4,087 4,260 7,675
Other European countries (42) (45) (155)
---------------------------------------------------------------------
Operating profit before
central costs and goodwill
amortisation 8,748 10,098 19,381
Central costs (1,274) (1,232) (2,199)
Goodwill amortisation (102) - -
----------------------------------
Operating profit on
ordinary activities 7,372 8,866 17,182
----------------------------------
By business operation:
Components 4,232 4,263 7,548
Sensors 4,880 4,294 9,282
Instrumentation (364) 1,541 2,551
---------------------------------------------------------------------
Operating profit before central costs
and goodwill amortisation 8,748 10,098 19,381
Central costs (1,274) (1,232) (2,199)
Goodwill amortisation (102) - -
----------------------------------
Operating profit on ordinary
activities 7,372 8,866 17,182
----------------------------------
c) Net assets
By geographical origin:
UK 24,378 14,143 17,100
USA 13,606 11,723 11,595
Other European countries 198 343 188
---------------------------------------------------------------------
38,182 26,209 28,883
Unallocated central net assets 3,285 7,936 8,179
----------------------------------
41,467 34,145 37,062
----------------------------------
By business operation:
Components 12,765 12,451 11,507
Sensors 19,599 9,018 12,364
Instrumentation 5,818 4,740 5,012
---------------------------------------------------------------------
38,182 26,209 28,883
Unallocated central net assets 3,285 7,936 8,179
----------------------------------
41,467 34,145 37,062
----------------------------------
3) Reconciliation of operating profit to net cash inflow from
operating activities
1999 1998 1998
6 months 6 months 12 months
ended ended ended
30 June 30 June 31 December
£'000 £'000 £'000
---------------------------------------------------------------------
Operating profit 7,372 8,866 17,182
Depreciation 2,080 1,867 3,564
Goodwill amortisation 102 - -
Profit on sale of tangible
fixed assets (2) (43) (232)
(Increase)/decrease in stocks (1,485) (350) 91
Increase in debtors (2,560) (2,251) (3,230)
Increase/(decrease) in creditors 1,235 1,238 (718)
Other non cash items (89) - 23
----------------------------------
Net cash inflow from
operating activities 6,653 9,327 16,680
----------------------------------
4) Operating profit
Operating profit is stated after charging the following non-recurring
costs:
£'000
-------
Aborted acquisition costs 189
Re-organisation costs 270
Costs in respect of litigation case 265
-------
724
-------
5) Taxation
The tax charge of £2,461,000 for the half year to 30 June 1999
reflects the anticipated effective tax rate for the year ending 31
December 1999.
6) Acquisitions
Roxboro acquired the entire issued share capital of Norwich Aero
Products Inc. on 8 January 1999 for consideration of $8.3m. The
fair value of net assets acquired amounted to $2.3m giving rise to
goodwill of approximately $6m.
On 6 June 1999 the Group acquired 100% of the share capital of ISA
Investments Limited . The initial consideration was £4.0m and the
fair value of net assets acquired was £0.7m giving rise to goodwill
of approximately £3.3m. Further consideration of £3.5m is payable
should specific profit performance criteria be achieved over the two
year period to May 2001.
The goodwill shown above is based on preliminary estimates of the
fair value of net assets acquired.
7) Disposal of subsidiary
On 15 January 1999 Pressure Systems Inc sold its shares in Keller PSI
Inc. The calculation of the profit on disposal is as follows:
£'000
-------
Consideration (net of expenses) 560
Group's share of net assets sold (492)
Write-back of goodwill (68)
-------
Profit on disposal -
-------
8) The directors have declared an interim dividend of 2.8p net
(1998: 2.6p net) payable on 27 October 1999 to shareholders on the
register on 1 October 1999.
9) Earnings per share attributable to equity shareholders are based
upon the weighted average number of shares in issue during the period
of 56,276,392 (1998: 30 June 1998 56,168,753 shares; 31 December 1998
56,175,075 shares). The diluted earnings per share are based upon
the weighted average number of shares in issue during the period as
adjusted for options outstanding.
10) The financial information for each of the half years does not
constitute statutory accounts as defined in section 240 of the
Companies Act 1985. The comparative financial information for the
year ended 31 December 1998 is abridged and has been extracted from
the Statutory Accounts, on which the auditors issued an unqualified
opinion, and which have been delivered to the Registrar of Companies.
11) Year 2000 Compliance
As noted in the 1998 Annual Report and Accounts, the Board
commissioned a Group-wide programme to address the impact of the Year
2000 on the businesses. Given the complexity of the problem, it is
not possible for any organisation to guarantee that no Year 2000
problems will remain, because at least some level of failure may
still occur. However The Board has continued to receive regular
reports and believe that the Group's businesses have now
substantially achieved compliance of those items which are under
their direct control. The estimate of millennium issue related costs
in 1999 is no more than £150,000.