Interim Results
Roxboro Group PLC
19 September 2000
Contacts: Harry Tee - Group Chief Executive
Alf Vaisey - Group Finance Director
The Roxboro Group PLC
Telephone: 020 7796 4133 (19/09/00)
01223 424626 (thereafter)
Alistair Mackinnon-Musson
Philip Dennis
Hudson Sandler
Telephone:020 7796 4133
THE ROXBORO GROUP PLC
INTERIM RESULTS
The race to build data and telecommunications networks worldwide
has helped lift pre-goodwill operating profits at Roxboro, the
Cambridge based technology group, by 38% to £10.4m (1999: £7.5m)
in the period to 30 June 2000. Virtually 50% of Group profits were
derived from the communications and e-commerce sectors where the
Group is rapidly becoming a major supplier of opto-electronic
products.
* Turnover up 35% to £81.7m (1999: £60.4m)
* Operating Profit up 38% to £10.4m (1999: £7.5m)
* Underlying Earnings per share up 12% to 11.3p (1999:10.1p)
* Operating Cash flow doubled to £12.7m (1999: £6.3m)
* Like for like order book up 30% since January 2000
* Disposal of Farnborough site raised £19.6m cash in July
* Integration of Solartron and Mobrey on plan and at less than
planned cost
* Past investment at Dialight now paying off, with profits up
strongly
* Dividend up 7% to 3p per share (1999:2.8p per share)
For some time the Board has been of the view that Roxboro has been
undervalued and it is for this reason that it was agreed that,
following a number of approaches from private equity companies,
the option of the Group being taken private should be explored.
Following the results announced today, and with excellent
prospects ahead of us, the Board now believes it is in the best
interests of shareholders that these discussions are terminated.
The Board will continue to explore alternative means of enhancing
shareholders value.
Harry Tee, Group Chief Executive, said,
'We are enjoying very strong growth in the communications and e-
commerce sector where we are an increasingly important supplier of
opto-electronic products. Virtually every major producer of
products and equipment into the sector now relies on us for their
visual communication products. Following the acquisition of Mobrey
and its successful integration into our measurement business, the
Farnborough site has been sold with a gain that more than offsets
the costs associated with the reorganisation, which is on target
to achieve the savings we planned and well within our cost
estimates.'
INTERIM STATEMENT
OVERVIEW
The outstanding performance of Dialight, our US based opto-
electronic business, which accounted for over 50% of the Group's
operating profit in the first half, has contributed strongly to
these results. Solartron, our measurement company, also produced
improved profits.
The acquisition in January of Mobrey has enabled us to
successfully merge Solartron and Mobrey and relocate Solartron's
manufacturing activities from Farnborough to the Mobrey sites at
Slough and Crawley. This has increased operational flexibility and
created a stronger, more profitable company. These moves then
enabled us to dispose of the Farnborough site to J Sainsbury at
the beginning of the second half, realising cash of £19.6 million
for the Group. The successful integration of the two businesses
has now largely been completed and the expected cost savings are
being achieved at somewhat lower cost than had been planned.
As previously predicted, and as a result of industry wide factors,
sales for the period at Weston, our aerospace subsidiary, were
flat. The company continues to increase investment for future
growth in both product development and manufacturing capacity and
overall it produced a solid performance in the first half.
DIALIGHT DIVISION
2000 1999
£m £m
------- -------
Sales 32.2 25.8 +25%
Operating Profit 6.7 4.2 +60%
Sales at Dialight increased by almost 25%, but with the benefits
of operational gearing and lean manufacturing techniques,
operating profits grew by 60% to £6.7m for the first six months.
Over the period the order book strengthened further with strong
bookings continuing throughout the period.
The primary markets for Dialight's opto-electronic products are
the communications and e-business sectors, with customers such as
CISCO, 3-Com, Lucent, Newbridge, Nokia, Ericsson and many others.
Increased requirements for broadband access solutions and the
demand for next generation networks continues to grow strongly and
this provides an excellent opportunity for Dialight, which is
already the market leader in the provision of visual communication
products into the sector.
Dialight's strategy of providing a wide choice of opto-electronic
visual solutions to global communications and e-business customers
world-wide, will continue to fuel the company's growth in a sector
which is being driven by the global expansion of the internet,
communications, e-business and networking systems.
Additionally, Dialight's Transport business, which supplies new
visual technology solutions, including solid state modules for
traffic lights, continues to demonstrate substantial future
potential. The installation of new technology traffic lights
continues strongly and Dialight retains market leadership in this
growing market. Dialight is expected to benefit from new
legislation in the State of New Jersey, which is to make it
mandatory to convert all traffic lights, arrows, pedestrian hands,
etc. to new energy efficient technology. New Jersey is the first
US State to pass such legislation. Dialight's new technology
traffic signals absorb only 10% of the energy of traditional
lights, which makes a compelling economic and environmental case
for the product. This same technology is now being applied to
products for railway signalling, runway lighting at airports,
beacons for towers and buoys and many other potential new market
opportunities.
Dialight has expanded its operations in Mexico to support its
present growth as well as expanding its automation at the North
Carolina plant. Plans are being drawn up to build a new, larger
manufacturing facility at Juarez in Mexico, early in 2001.
SOLARTRON DIVISION
2000 1999
£m £m
------- -------
Sales 30.5 15.5 +97%
Operating Profit 1.5 0.6 +150%
Following the acquisition of Mobrey in January, its successful
integration with Solartron Industrial Systems is well underway.
The new company, Solartron Mobrey, now has all its manufacturing
in plants at Slough, Crawley and Vichy in France. The project is
on target to be completed before the end of the year with much of
the cost reduction already in place. The Board is delighted the
total savings will be marginally greater than the original plan
and will be achieved at less cost. The full benefit of these
savings will, as expected, be realised next year.
As a result of these moves, Solartron's operations are much better
positioned in their new locations, together with a new business
structure, to develop their respective businesses.
Although trading in the hydro-carbons sector remains sluggish as
investment by oil companies lag behind oil price rises, the
trading performance of Solartron is expected to improve further in
the second half, with the full benefit of all the cost savings
being realised next year.
Solartron's Metrology business continues to perform well and to
hold its position as world leader in the gauging sensor market,
while Solartron Analytical is seeing an improvement in its Asian
market.
WESTON DIVISION
2000 1999
£m £m
------- -------
Sales 18.9 19.0
Operating Profit 3.4 3.9
Weston continued to consolidate its position in the aerospace
sector, as world leader in temperature measurement for large turbo
fan engines by winning new business at Rolls Royce and Pratt &
Whitney through Norwich Aero Products, its US subsidiary. As
previously predicted Weston produced a modest performance by its
standards in the first half, where sales were flat as a result of
the phasing of certain programmes some of which have seen some
slippage. Prospects remain good with no fewer than 30 new customer-
commissioned products in development for new programmes with major
OEMs resulting in increased engineering expenditure in the period.
Weston's position in pressure measurement was also strengthened
further by wins at TRW and Snecma, where a contract to install
pressure scanning instrumentation in aero-engine test beds was
secured. The company's recently introduced Quartzonic pressure
sensor range is growing well and enables Weston to offer customers
the option of two of the most accurate pressure sensor
technologies available anywhere in the world.
As part of the Farnborough site disposal agreement, Weston will
relocate into the more modern, leased building on the site early
in 2001 where the company will have more space for future
expansion. All the costs associated with this move will be taken
into the 2000 full year accounts and will be more than offset by
the gain on the disposal of the property.
CASH FLOW
During the period the Group has continued to invest in future
growth both in capital expenditure (£3.0m), the acquisition of
Mobrey (£22.9m) and in new product development (£4.5m). Although
the Group once again demonstrated its ability to generate strong
operational cash flows, which doubled to £12.7m, these investments
resulted in borrowings increasing in the first half to £31.3m The
disposal of the Farnborough site in July (after the half year) for
£19.6m, and the continued cash generation at the operating level
will, however, result in a much reduced borrowings level at the
year end. The net effect of the property sale and the total re-
organisation and relocation costs, is a small one-off gain in the
current year and a very positive cash contribution.
DIVIDEND
The Board has declared an interim dividend of 3 pence per share,
an increase of 7% on last year (1999: 2.8p). The dividend will be
paid on 20 October to shareholders registered on 29 September
2000.
OUTLOOK
For some time the Board has been of the view that Roxboro has been
undervalued by the stock market and it is for this reason it was
agreed to explore, on behalf of all shareholders, the option of
the Group being taken private following approaches from private
equity companies. Following the excellent performance announced
today and with good prospects ahead of us, we now believe it is in
shareholders' interests that Roxboro continues as a quoted company
and that all our shareholders have the opportunity of benefiting
from the growth of the Group.
The Board will continue to explore alternative means of enhancing
shareholders value.
Past investment in new technologies and products at Weston and
Dialight is paying off, while the Mobrey acquisition recently made
to strengthen Solartron, has resulted in a stronger, more
profitable company. The growth in demand for our new technology
products in the communications, e-commerce and transport sectors
together with our leadership in the aerospace sensor market and
the increasing strength of our measurement business all contribute
to the prospect of future profitable growth for Roxboro. The Board
is confident of the Group's prospects.
Sir Alan Cockshaw Harry Tee
Chairman Group Chief Executive
Group Profit and Loss Account
Unaudited interim results for the half year ended 30 June 2000
2000 1999 1999
6 months6 months12 months
ended ended ended
30 June 30 June31 December
Notes £'000 £'000 £'000
----- ----- -----
Turnover
Continuing operations 67,915 60,395 124,836
Acquisitions 13,755 - -
----- ----- -----
2(a) 81,670 60,395 124,836
----- ----- -----
Operating profit before
goodwill amortisation
Continuing operations 10,350 7,474 18,455
Acquisitions 55 - -
----- ----- -----
10,405 7,474 18,455
----- ----- -----
Goodwill amortisation (439) (102) (274)
----- ----- -----
Total operating profit 2(b) 9,966 7,372 18,181
Exceptional item:
Costs of restructuring the
Operating Division 4 (3,640) - -
----- ----- -----
Profit on ordinary activities
before interest 6,326 7,372 18,181
----- ----- -----
Profit on ordinary activities
before taxation 4 4,956 7,457 17,852
Tax on profit on ordinary
activities 5 (1,641) (2,461) (6,057)
----- ----- -----
Profit for the financial period
attributable to shareholders 3,315 4,996 11,795
Dividends (1,693) (1,577) (4,901)
----- ----- -----
Retained profit 1,622 3,419 6,894
----- ----- -----
Pence Pence Pence
Dividends per share 7 3.0 2.8 8.7
----- ----- -----
Earnings per share
Basic 8 5.9 8.9 20.9
Adjusted 8 11.3 10.1 22.5
Diluted 8 5.7 8.7 20.7
Group Balance Sheet
Unaudited interim results at 30 June 2000
2000 1999 1999
30 June 30 June31 December
Notes £'000 £'000 £'000
----- ----- -----
Fixed assets
Intangible assets 6 17,509 6,744 6,572
Tangible assets 38,042 32,109 32,561
Investments 16 39 39
----- ----- -----
55,567 38,892 39,172
----- ----- -----
Current assets
Stock 21,657 13,152 13,770
Debtors 30,061 24,592 24,686
Cash at bank and in hand 8,917 1,083 4,531
----- ----- -----
60,635 38,827 42,987
Creditors: Amounts falling due
within one year
Borrowings (21,509)(12,569)(13,966)
Other creditors (25,049)(22,004)(21,968)
----- ----- -----
(46,558)(34,573)(35,934)
Net current assets 14,077 4,254 7,053
----- ----- -----
Total assets less current
liabilities 69,644 43,146 46,225
Creditors: Amounts falling due
after more than one year
Borrowings (18,694) (974) (771)
----- ----- -----
47,118 41,467 44,713
----- ----- -----
Capital and reserves
Called up share capital 564 563 563
Share premium account 5,045 4,871 4,893
Capital redemption reserve 51 51 51
Profit and loss account 41,458 35,982 39,206
----- ----- -----
47,118 41,467 44,713
----- ----- -----
Group statement of total recognised gains and losses
Unaudited interim results for the half year ended 30 June 2000
2000 1999 1999
6 months6 months12 months
ended ended ended
30 June 30 June31 December
£'000 £'000 £'000
----- ----- -----
Profit for the period attributable
to equity shareholders 3,315 4,996 11,795
Currency translation differences on
foreign currency net investments 630 636 362
----- ----- -----
Total gains recognised in
the period 3,945 5,632 12,157
----- ----- -----
Reconciliation of movements in shareholders' funds
Unaudited interim results for the half year ended 30 June 2000
2000 1999 1999
6 months6 months12 months
ended ended ended
30 June 30 June31 December
£'000 £'000 £'000
----- ----- -----
Total recognised gains and losses 3,945 5,632 12,157
Dividends (1,693) (1,577) (4,901)
Shares issued 153 282 304
Goodwill written back - 68 91
----- ----- -----
Net change to shareholders funds 2,405 4,405 7,651
Balance brought forward 44,713 37,062 37,062
----- ----- -----
Balance carried forward 47,118 41,467 44,713
----- ----- -----
Group Statement of Cash Flows
Unaudited interim results for the half year ended 30 June 2000
2000 1999 1999
6 months6 months12 months
ended ended ended
30 June 30 June31 December
Notes £'000 £'000 £'000
----- ----- -----
Cash flow from operating activities
Net cash inflow from
trading operations 3 12,690 6,266 18,714
Outflow related to
exceptional item 4 (1,005) - -
----- ----- -----
Cash flow from operating
activities 11,685 6,266 18,714
Returns on investments and
servicing of finance
Interest paid (1,644) (208) (635)
Interest received 226 308 363
----- ----- -----
Net cash (outflow)/inflow from returns
on investment and servicing
of finance (1,418) 100 (272)
Taxation (2,575) (1,698) (7,234)
Capital expenditure and
financial investment
Purchase of tangible fixed
assets (3,046)(16,819)(19,580)
Sale of tangible fixed assets 204 57 106
----- ----- -----
Net cash outflow from investing
activities (2,842)(16,762)(19,474)
Acquisitions and disposals (22,913) (7,536) (7,536)
Equity dividends paid (3,324) (3,034) (4,611)
----- ----- -----
Cash outflow before use of liquid
resources and financing (21,387)(22,664)(20,413)
----- ----- -----
Financing
Issue of ordinary share capital 153 282 304
Loan advances 25,665 14,001 9,699
Capital element of finance lease
rental payments (45) (8) (60)
----- ----- -----
25,773 14,275 9,943
----- ----- -----
Increase/(decrease) in cash
in the period 4,386 (8,389)(10,470)
----- ----- -----
Reconciliation of net cash flow to movements in net debt
2000 1999 1999
6 months6 months12 months
ended ended ended
30 June 30 June31 December
£'000 £'000 £'000
----- ----- -----
Increase/(decrease) in cash
in the period 4,386 (8,389)(10,470)
Cash flow from increase in debt
and lease financing (25,620)(13,993) (9,639)
----- ----- -----
Change in net debt resulting
from cash flows (21,234)(22,382)(20,109)
Loans and finance leases
acquired with subsidiary
undertakings - (1,345) (1,345)
Loan notes issued - (590) (590)
Translation difference 154 (39) (58)
----- ----- -----
Movement in net debt
in the period (21,080)(24,356)(22,102)
Net (debt)/ cash at
beginning of period (10,206) 11,896 11,896
----- ----- -----
Net debt at end of period (31,286)(12,460)(10,206)
----- ----- -----
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 1999.
2) Segmental information
Turnover, operating profit and net assets are analysed below:
2000 1999 1999
6 months6 months12 months
ended ended ended
30 June 30 June31 December
£'000 £'000 £'000
----- ----- -----
a) Turnover
By geographical destination:
UK 19,448 14,292 29,974
USA 38,240 32,729 65,334
Other European countries 14,814 7,956 15,896
Rest of the world 9,168 5,418 13,632
----- ----- -----
81,670 60,395 124,836
----- ----- -----
By geographical origin:
UK 43,391 31,869 66,882
USA 37,331 30,882 63,137
Other European countries 6,261 896 1,763
----- ----- -----
86,983 63,647 131,782
Inter-segment sales (5,313) (3,252) (6,946)
----- ----- -----
81,670 60,395 124,836
----- ----- -----
By business operation:
Dialight 32,221 25,810 52,608
Weston 18,941 19,038 38,340
Solartron 30,508 15,547 33,888
----- ----- -----
81,670 60,395 124,836
----- ----- -----
Notes to the Financial Report
2) Segmental information (continued)
2000 1999 1999
6 months6 months12 months
ended ended ended
30 June 30 June31 December
£'000 £'000 £'000
----- ----- -----
b) Operating profit
By geographical origin:
UK 5,520 4,703 11,946
USA 6,227 4,087 8,814
Other European countries (202) (42) (152)
----- ----- -----
Operating profit before
central costs and
goodwill amortisation 11,545 8,748 20,608
Central costs (1,140) (1,274) (2,153)
Goodwill amortisation (439) (102) (274)
----- ----- -----
Operating profit on ordinary
activities 9,966 7,372 18,181
----- ----- -----
By business operation:
Dialight 6,668 4,232 8,904
Weston 3,351 3,873 8,334
Solartron 1,526 643 3,370
----- ----- -----
Operating profit before central costs
and goodwill amortisation 11,545 8,748 20,608
Central costs (1,140) (1,274) (2,153)
Goodwill amortisation (439) (102) (274)
----- ----- -----
Operating profit on ordinary
activities 9,966 7,372 18,181
----- ----- -----
Notes to the Financial Report
2) Segmental information (continued)
2000 1999 1999
6 months6 months12 months
ended ended ended
30 June 30 June31 December
£'000 £'000 £'000
----- ----- -----
c) Net assets
By geographical origin:
UK 23,545 18,516 19,220
USA 14,279 11,660 11,862
Other European countries 2,562 198 (99)
----- ----- -----
40,386 30,374 30,983
Unallocated central net assets 6,732 11,093 13,730
----- ----- -----
47,118 41,467 44,713
----- ----- -----
By business operation:
Dialight 16,778 12,765 13,500
Weston 9,248 8,108 11,046
Solartron 14,360 9,501 6,437
----- ----- -----
40,386 30,374 30,983
Unallocated central net assets 6,732 11,093 13,730
----- ----- -----
47,118 41,467 44,713
----- ----- -----
The comparative figures shown in note 2 for the period ended
30 June 1999 and the period ended 31 December 1999 have been
restated following the reorganisation of the Group into three
business entities. The reorganisation achieved clarity with
the Group's activities focused under 3 brand names.
3) Reconciliation of operating profit to net cash inflow from
operating activities
2000 1999 1999
6 months6 months12 months
ended ended ended
30 June 30 June31 December
£'000 £'000 £'000
----- ----- -----
Operating profit 9,966 7,372 18,181
Depreciation 2,847 2,080 4,301
Goodwill amortisation 439 102 274
Profit on sale of tangible
fixed assets (52) (2) (26)
Increase in stocks (1,769) (1,485) (2,337)
Decrease/(increase)
in debtors 2,005 (2,947) (3,084)
(Decrease)/increase
in creditors (552) 1,235 1,314
Other non cash items (194) (89) 91
----- ----- -----
Net cash inflow from
operating activities 12,690 6,266 18,714
----- ----- -----
4) Exceptional items
2000 1999 1999
6 months6 months12 months
ended ended ended
30 June 30 June31 December
£'000 £'000 £'000
----- ----- -----
Recognised in arriving at operating profit:
Non-recurring costs
Aborted acquisition costs - 189 189
Re-organisation costs - 270 270
Costs in respect of successful
litigation - 265 319
----- ----- -----
- 724 778
----- ----- -----
Recognised below operating profit:
Costs of restructuring the
operating division 3,640 - -
----- ----- -----
3,640 724 778
----- ----- -----
The tax effect in the profit and loss account relating to the
exceptional item recognised below operating profit is a credit
of £1,032,000.
5) Taxation
The tax charge of £1,641.000 for the half year to 30 June 2000
reflects the anticipated effective tax rate for the year
ending 31 December 2000. The tax charge arising from the sale
of the Farnborough site, which is lower than the standard
rate, has been included in the calculation of the anticipated
effective tax rate.
6) Acquisitions
The Group acquired the entire issued share capital of each of
the companies in the Mobrey Group on 8 January 2000 for
consideration (including costs) of £23.86m. The fair value of
net assets acquired amounted to £12.484m giving rise to
goodwill of approximately £11.376m.
The goodwill shown above is based on preliminary estimates of
the fair value of net assets acquired.
7) The directors have declared an interim dividend of 3.0p (1999:
2.8p net) payable on 20 October 2000 to shareholders on the
register on 29 September 2000.
8) Earnings per share attributable to equity shareholders are
based upon the weighted average number of shares in issue
during the period of 56,373,862 (30 June 1999 56,276,392
shares; 31 December 1999 56,302,832 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.
2000 1999 1999
6 months6 months12 months
ended ended ended
30 June 30 June31 December
Pence Pence Pence
----- ----- -----
Reconciliation to adjusted
earnings per share:
Basic earnings per share 5.9 8.9 20.9
Non-recurring exceptional costs 4.6 - -
Non-recurring operating costs - 1.0 1.1
Goodwill amortisation 0.8 0.2 0.5
----- ----- -----
Adjusted earnings per share 11.3 10.1 22.5
----- ----- -----
9) Events since the balance sheet date
On 20 July 2000 the Group announced the disposal of the
Farnborough site for a cash consideration of £19.6 million and
a leaseback of part of the site.
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 1999 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.