Interim Results

Roxboro Group PLC 11 September 2001 Date: Embargoed until 07:00am, Tuesday 11 September 2001 Contacts: Harry Tee - Group Chief Executive Alf Vaisey - Group Finance Director The Roxboro Group PLC Tel: 020 7796 4133 (11/09/01) 01223 424626 (thereafter) Alistair Mackinnon-Musson Philip Dennis Hudson Sandler Tel: 020 7796 4133 Email: roxboro@hspr.co.uk THE ROXBORO GROUP PLC INTERIM RESULTS The Roxboro Group PLC, the international specialist electronics company, today announces interim results for the six months to 30 June 2001. The Roxboro Group is built upon two distinct core competences: electronic lighting and electronic measurement. In both these fields, Roxboro's companies, Dialight in lighting, and Solartron & Weston in measurement, are acknowledged leaders. Highlights O Turnover increased by 12.6% to £91.9m (2000: £81.7m) O Operating profit before goodwill and exceptionals up by 1.5% to £10.6m (2000: £10.4m) O Underlying earnings per share up 5.3% to 11.9p (2000:11.3p) O Operating cash flow before exceptionals declined to £8.3m (2000: £12.7m) O Order book declined by 8% to £42.1m (2000: £45.8m) O Dividend increased to 3.1p per share (2000: 3p per share) Roxboro's performance in the first half of the current year was satisfactory particularly in light of the widely recognised difficult market conditions that currently prevail in some sectors. Weston continued to produce a steady result in line with expectations while Solartron has improved significantly over the same period last year, both in terms of sales and profit margins, which improved by a full 5 points. The picture at Dialight was mixed. Dialight addresses two distinct markets, namely the information, communications and technology (ICT) sector and the rapidly emerging market for electronic lighting utilising light emitting diode (LED) technology (e.g. in traffic signals), which now represents 50% of Dialight's turnover. Profits have declined, despite sales in electronic lighting increasing by more than 100% over the same period last year, as a result of the much discussed and unprecedented downturn in the ICT sector, to which we referred in our Statement at the Annual General meeting. This has continued unabated into the second half of the year and shows no immediate sign of recovery. Volumes have stabilised but with limited visibility due to short lead times, the timing of a recovery is difficult to predict. All the indications are, however, that volumes will improve sometime in the first half of 2002. Overall Group performance in the second half year will be constrained by weak sales of the opto-electronic product line despite good growth in our electronic lighting business and continued steady progress at Solartron and Weston. Harry Tee, Group Chief Executive, said: 'The acquisition of Mobrey last year has proven to be a very worthwhile investment and has helped Solartron to a substantially improved result in the first half while Weston has produced a satisfactory result as we continue to invest in new programmes. Despite the current difficulties in the ICT sector and the disappointing impact this will have on our results in the current year, we are very pleased with the progress in our electronic lighting business, which continues to demonstrate exciting growth.' OVERVIEW Solartron 2001 2000 £m £m Sales 35.4 30.5 Operating Profit 3.8 1.5 Solartron is one of the leading suppliers of electronic measurement technology to the energy and process sectors in particular in the measurement of level and flow. The acquisition of Mobrey in 2000 and its subsequent integration into Solartron have substantially strengthened the company and have given the company a strong position in the European level measurement sector. The acquisition has proven to be a very worthwhile investment and the benefits of a global sales organisation are now beginning to be realised. Solartron improved sales by 16% and operating profits by 147% as the benefits of the integration cost savings achieved last year came through assisted by our ROBUST (ROxboro BUSiness Techniques) initiatives. Margins improved by a full five points as a result. The market recovery we saw early in the year continued into the middle of the year and orders continue to run at a satisfactory rate. Sales of the company's successful wet gas measurement system - the Dualstream II - continue to progress well with a further win for gas measurement platforms in the Mexican Gulf. We continue to view the prospects for this new technology with a high degree of confidence. Despite a weakening US market, sales of the company's gauging products held up well and continue to dominate this worldwide niche market, while sales of analytical instruments showed good growth. In particular sales of a recently introduced Battery Test Instrument are encouraging. Solartron has met our expectations in the first half and continues to achieve operating improvements resulting from the benefits we identified at the time of the acquisition and the merger of the two businesses last year. Weston 2001 2000 £m £m Sales 20.2 18.9 Operating Profit 3.4 3.3 Weston is a key supplier of electronic measurement products to the aerospace market where it has established a reputation as a leader in temperature and air pressure measurement. It is the supplier of choice to major engine and aero-equipment manufacturers, including Rolls Royce, GE, Pratt & Whitney and TRW, among others. The aerospace industry operates on long timescales and projects initiated now may not bear fruit for many years. For example, the Trent 500 engine will be one of Rolls Royce's main products for the next decade and Weston has invested heavily in developing an entire suite of temperature sensors and other devices for this engine. Completion of the product development phase is expected early in 2002 with Weston moving into the production phase in 2003. The company will see substantial long-term revenue from this programme from 2004 onwards, particularly in the substantial aftermarket created by carriers replacing sensors during the life of the aircraft - a timespan of 25 years or so. Investment is also being made in new programmes for SNECMA, GE and Pratt and Whitney. A Long Term Agreement (LTA) has now been agreed between Weston and Rolls Royce, the terms of which secure all Weston's business with Rolls Royce's for the next five years. Weston continues to be in an investment phase and steady progress was maintained, with both sales and operating profits up a little on the prior year. Weston continues to make excellent progress in its US operations with sales and profits improving over the prior year. The UK operations at Weston were successfully relocated in the period without significant disruption. The company is now located in a more modern facility which can accommodate the company's anticipated future growth. Dialight 2001 2000 £m £m Sales 36.4 32.2 Operating Profit 4.7 6.7 Dialight leads the world in the design and manufacture of products based on LED (light emitting diode) technology and addresses two distinct markets. Dialight supplies opto-electronic assemblies to original equipment manufacturers in the ICT sector where they are used for status indication, channel identification and fault analysis. Dialight is also the pioneer in the rapidly emerging market for electronic lighting using LED technology in a wide range of applications. Dialight's products are increasingly replacing conventional incandescent light bulbs in traffic signals, vehicle lighting and in the future, rail signals, runway lighting and other lighting applications. Trading in the first six months of 2001 was characterised by exceptionally strong growth of over 100% in Dialight's emerging, but currently lower margin electronic lighting business, which will contribute over 50% of Dialight's total sales this year, together with the well publicised sharp fall in demand from the ICT sector for opto-electronic devices. As a result of the above, in the first half year Dialight's profits fell by 30% despite overall sales being 13% higher. New Structure Following the initial introduction of the first electronic lighting product in 1996, our business in this area has grown rapidly and will over the next few years become the dominant part of Dialight's business. Consequently Dialight is being sub-divided into two divisions; each led by a Senior Vice President. The first will concentrate on opto-electronic devices to original equipment manufacturers (OEMs) - the Opto-Electronic Division, while the second will focus on end-user markets with a wide range of electronic lighting products to the transport, rail and aviation markets - the Signals Division. Additionally, Dialight has appointed a Senior Vice President in Europe to drive the introduction of the technology into the European market. We believe this is a global opportunity of vast scale and that Dialight is well positioned to lead the emerging market for products incorporating electronic lighting technology. Opto-Electronics Division As market leader in this sector Dialight sells to major OEM's in the ICT sector which has experienced a sharp fall in demand in the first half of the current year. This collapse in demand within the sector follows a period in the second half of last year when demand was inordinately high leading to significant overstocking in the supply chain by customers and distributors. The present market downturn is unprecedented in recent times with demand falling significantly in the first half, but has now stabilised albeit at sub-optimal levels. The current low level of activity will unquestionably pick up as inventories reach more normal levels and will accelerate as end-user markets recover. However, with disappointing news continuing to come from our customers, this is now unlikely to happen in this financial year. This Division generates high margins and continues to be a quality business today, even with the present market downturn, with margins still in double digits. While the product line remains important to Roxboro it now represents less than 20% of Group turnover, down from 50% five years ago, and its cyclical impact will diminish with time as our electronic lighting and other businesses continue to grow. A new initiative in LED light engines is opening up new OEM opportunities for the Division outside the ICT sector. These white light devices will replace conventional light sources in many applications, effectively replacing the miniature light bulb. Signals Division Dialight continues to achieve spectacular growth in this area with sales up by over 100% in the first half year demonstrating the increasing confidence in this new emerging high flux light emitting diode (LED) based lighting technology. In particular, sales of our traffic lighting modules more than doubled as demand increased across the USA, in part driven by the need to reduce power consumption. Dialight holds almost 60% market share in this emerging sector and with only 11% of the US market converted to the new technology, we expect to see strong sales growth continue for some time. Dialight has also introduced products into rail, aviation and other markets and is preparing to launch a new initiative into the European market. Margins at the Signals Division, which are already in double digits, will continue to improve as assembly is increasingly relocated to our newly constructed building in Ensenada, Mexico, and production costs decrease as initiatives under our ROBUST plan take effect. Additionally, many of the newly released products for the rail and aviation markets are expected to achieve higher margins than the Traffic Signals products. Roxboro plans to continue to invest heavily in electronic lighting product development, with the objective of establishing Dialight at the forefront of this worldwide revolution in lighting. This will also have the effect of diminishing the Group's exposure to volatility in the ICT sector. Board Richard Koch has retired from the Board having served as a director for the past six years. We would like to thank Richard for his contribution to the Group over this period. We are delighted to announce the appointment of two new non-executive directors to the Board. Bill Whiteley is the Chief Executive of Rotork PLC and Jeff Hewitt is Deputy Chairman of Electrocomponents PLC. Both join the Board with immediate effect and bring relevant industry experience to the Board. We welcome them warmly. Outlook Over the full year, profit generated from the exceptional growth in Dialight's electronic lighting products will not be enough to offset the deterioration in opto-electronic profits, resulting from significantly reduced volumes in the ICT sector. Overall Group performance in the second half year will be constrained by weak sales of the opto-electronic product line despite good growth in our electronic lighting business and continued steady progress at Solartron and Weston. We anticipate an improvement in demand at Dialight sometime in the first half of next year and with the continued strong growth in our electronic lighting business, we anticipate a significantly better year for Dialight in 2002, while both Solartron and Weston are expected to deliver satisfactory results. The Board, while disappointed at the fall in demand from the ICT sector in the current year, remains confident that our strategies are proving effective. Roxboro has identified substantial growth opportunities and, with a strong balance sheet, is well placed to take advantage of these. Sir Alan Cockshaw Harry Tee Chairman Group Chief Executive 11th September 2001 Group Profit and Loss Account Unaudited interim results for the half year ended 30 June 2001 2001 2000 2000 6 months 6 months 12 months ended ended ended 30 June 30 June 31 December Notes £'000 £'000 £'000 Turnover Continuing operations 2(a) 91,938 81,670 171,632 Operating profit before goodwill amortisation Continuing operations 10,561 10,405 24,867 Goodwill amortisation (480) (439) (938) Operating profit 2(b) 10,081 9,966 23,929 Exceptional items: Costs of restructuring an Operating - (3,640) (3,561) Division Profit on disposal of property - - 3,504 Profit on ordinary activities before 10,081 6,326 23,872 interest Net interest payable (501) (1,370) (2,193) Profit on ordinary activities before taxation 9,580 4,956 21,679 Tax on profit on ordinary activities 4 (3,334) (1,641) (7,227) Profit for the financial period 6,246 3,315 14,452 attributable to shareholders Dividends (1,766) (1,693) (5,372) Retained profit 4,480 1,622 9,080 Pence Pence Pence Dividends per share 5 3.1 3.0 9.5 Earnings per share Basic 6 11.0 5.9 25.6 Adjusted 6 11.9 11.3 25.8 Diluted 6 11.0 5.7 25.4 Group Balance Sheet Unaudited interim results at 30 June 2001 2001 2000 2000 30 June 30 June 31 December £'000 £'000 £'000 Fixed assets Intangible assets 17,303 17,509 17,783 Tangible assets 24,946 38,042 23,705 Investments 16 16 16 42,265 55,567 41,504 Current assets Stock 25,195 21,657 21,602 Debtors 38,372 30,061 33,727 Cash at bank and in hand 5,166 8,917 8,557 68,733 60,635 63,886 Creditors Amounts falling due within one year Borrowings (171) (21,509) (1,870) Other creditors (30,034) (25,049) (29,396) (30,205) (46,558) (31,266) Net current assets 38,528 14,077 32,620 Total assets less current liabilities 80,793 69,644 74,124 Creditors Amounts falling due after more than one year Borrowings (17,626) (18,694) (17,254) Provisions for liabilities and charges (1,589) (3,832) (1,508) 61,578 47,118 55,362 Capital and reserves Called up share capital 567 564 565 Share premium account 5,816 5,045 5,370 Capital redemption reserve 51 51 51 Profit and loss account 55,144 41,458 49,376 61,578 47,118 55,362 Group statement of total recognised gains and losses Unaudited interim results for the half year ended 30 June 2001 2001 2000 2000 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 6,246 3,315 14,452 shareholders Currency translation differences on foreign 1,464 630 1,090 currency net investments Total gains recognised in the period 7,710 3,945 15,542 Reconciliation of movements in shareholders' funds Unaudited interim results for the half year ended 30 June 2001 2001 2000 2000 6 months 6 months 12 months ended ended ended 30 June 30 June 31 December £'000 £'000 £'000 Total recognised gains and losses 7,710 3,945 15,542 Dividends (1,766) (1,693) (5,372) Shares issued 448 153 479 Transfer arising on issue of shares (176) - - Net change to shareholders' funds 6,216 2,405 10,649 Balance brought forward 55,362 44,713 44,713 Balance carried forward 61,578 47,118 55,362 Group Statement of Cash Flows Unaudited interim results for the half year ended 30 June 2001 2001 2000 2000 6 months 6 months 12 months ended ended ended 30 June 30 June 31 December Notes £'000 £'000 £'000 Cash flow from operating activities Net cash inflow from trading 3 8,325 12,690 27,298 operations Outflow related to 2000 (940) (1,005) (3,221) exceptional items Cash flow from operating 7,385 11,685 24,077 activities Returns on investments and servicing of finance Interest paid (706) (1,644) (2,541) Interest received 192 226 332 Net cash outflow from returns on investment and servicing of finance (514) (1,418) (2,209) Taxation (2,489) (2,575) (7,934) Capital expenditure and financial investment Purchase of tangible fixed assets (3,312) (3,046) (5,659) Sale of tangible fixed assets 105 204 365 Exceptional item: sale of property (net of - - 18,815 related costs) Net cash (outflow)/inflow from investing (3,207) (2,842) 13,521 activities Acquisitions - (22,913) (23,395) Equity dividends paid (3,687) (3,324) (5,017) Cash outflow before use of liquid resources and financing (2,512) (21,387) (957) Financing Issue of ordinary share capital 272 153 479 Loan advances 500 25,665 22,950 Loan repayments (140) - (18,474) Capital element of finance lease rental (45) (45) (89) payments 587 25,773 4,866 (Decrease)/Increase in cash in the (1,925) 4,386 3,909 period Reconciliation of net cash flow to movements in net debt Increase/(decrease) in cash in the period (1,925) 4,386 3,909 Cash flow from increase in debt and lease financing (315) (25,620) (4,387) Change in net debt resulting from cash flows (2,240) (21,234) (478) Translation difference 176 154 117 Movement in net debt in the period (2,064) (21,080) (361) Net debt at beginning of period (10,567) (10,206) (10,206) Net debt at end of period (12,631) (31,286) (10,567) 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 2000. 2) Segmental information Turnover, operating profit and net assets are analysed below: 2001 2000 2000 6 months ended 6 months ended 12 months ended 30 June 30 June 31 December £'000 £'000 £'000 a) Turnover By geographical destination: UK 18,233 19,448 38,977 North America 48,046 38,240 83,867 Other European countries 16,460 14,814 30,743 Rest of the world 9,199 9,168 18,045 91,938 81,670 171,632 By geographical origin: UK 47,568 43,391 86,357 USA 42,881 37,331 82,839 Other European countries 6,962 6,261 12,866 97,411 86,983 182,062 Inter-segment sales (5,473) (5,313) (10,430) 91,938 81,670 171,632 By business operation: Dialight 36,370 32,221 70,989 Solartron 35,378 30,508 61,624 Weston 20,190 18,941 39,019 91,938 81,670 171,632 Notes to the Financial Report 2) Segmental information (continued) 2001 2000 2000 6 months 6 months 12 months ended ended ended 30 June 30 June 31 December £'000 £'000 £'000 b) Operating profit By geographical origin: UK 6,914 5,520 12,425 USA 4,958 6,227 15,382 Other European countries 12 (202) (247) Operating profit before central costs and 11,884 11,545 27,560 goodwill amortisation Central costs (1,323) (1,140) (2,693) Goodwill amortisation (480) (439) (938) Operating profit on ordinary activities 10,081 9,966 23,929 By business operation: Dialight 4,675 6,668 15,150 Solarton 3,771 1,526 4,905 Weston 3,438 3,351 7,505 Operating profit before central costs and 11,884 11,545 27,560 goodwill amortisation Central costs (1,323) (1,140) (2,693) Goodwill amortisation (480) (439) (938) Operating profit on ordinary activities 10,081 9,966 23,929 2001 2000 2000 6 months 6 months 12 months ended ended ended 30 June 30 June 31 December £'000 £'000 £'000 c) Net assets By geographical origin: UK 33,954 23,545 34,618 USA 21,126 14,279 17,234 Other European countries 1,210 2,562 1,304 56,290 40,386 53,156 Unallocated central net assets 5,288 6,732 2,206 61,578 47,118 55,362 By business operation: Dialight 21,796 16,778 18,755 Solartron 20,583 14,360 24,631 Weston 13,911 9,248 9,770 56,290 40,386 53,156 Unallocated central net assets 5,288 6,732 2,206 61,578 47,118 55,362 Notes to the Financial Report 3) Reconciliation of operating profit to net cash inflow from operating activities 2001 2000 2000 6 months 6 months 12 months ended ended ended 30 June 30 June 31 December £'000 £'000 £'000 Operating profit 10,081 9,966 23,929 Depreciation 2,508 2,847 5,501 Goodwill amortisation 480 439 938 Profit on sale of tangible fixed assets (102) (52) (202) Increase in stocks (3,051) (1,769) (1,799) (Increase)/decrease in debtors (3,962) 2,005 (872) Increase/ (decrease) in creditors 2,322 (552) (397) Other non cash items 49 (194) 200 Net cash inflow from operating activities 8,325 12,690 27,298 4) Taxation The tax charge of £3,334,000 for the half year to 30 June 2001 reflects the anticipated effective tax rate for the year ending 31 December 2001. 5) The directors have declared an interim dividend of 3.1p (2000: 3.0p net) payable on 18 October 2001 to shareholders on the register on 21 September 2000. 6) Earnings per share attributable to equity shareholders are based upon the weighted average number of shares in issue during the period of 56,665,000 (30 June 2000 56,374,000 shares; 31 December 2000 56,422,000 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. 2001 2000 2000 6 months 6 months 12 months ended ended ended 30 June 30 June 31 December Pence Pence Pence Reconciliation to adjusted earnings per share: Basic earnings per share 11.0 5.9 25.6 Non-recurring exceptional - 4.6 (1.5) costs Goodwill amortisation 0.9 0.8 1.7 Adjusted earnings per share 11.9 11.3 25.8 7) 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 2000 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.

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