Final Results

Volex Group PLC 6 June 2000 VOLEX GROUP p.l.c. Preliminary Announcement of Group Results for the Year to 31 March 2000 * Sales up 48% to £320m - continuing business up 33% * Operating Profits* up 37% to £26.4m * Pre-tax Profits up 27% to £23.1m * Earnings* Per Share up 27% * Dividends up 7% to 25.7p * pre goodwill amortisation Volex Group p.l.c., the international electrical and electronic cable assemblies Group, today announces a 48% increase in turnover to £320m for the year ended 31 March 2000, with sales for continuing businesses up 33%. Pre-tax profit increased by 27% to £23.1m With headline earnings per share up overall by 27% to 55.5p, the full year dividend is recommended at 25.7p, an increase of 7.1% over last year, leaving the dividend 2.1 times covered. During the year the Group acquired the power cord activities of Belden Inc. with factories in the USA and Mexico. This was a strategic move to strengthen the worldwide presence in power cords, moving the Group into the premier global position in this product area. In addition to acquiring a company in India, giving the Group a presence in this large market, Volex also shortly before the year-end purchased companies in Sweden and Estonia to expand its European operations. At the year-end the Group completed the purchase of the outstanding 40% of its Brazilian subsidiary. The Chairman of Volex, Bill Goodall, commented: 'The financial year ended March 2000 brought the eighth successive year of record profits for the Volex Group. The Company grew to become the premier supplier of cable assemblies to the data/telecommunications industry and is now the world's number one power cord manufacturer. Substantial increases in market share in the Americas, Asia and Europe strengthened our global span and Volex finished the year with its order book at a record high ensuring a good start to the new year.' 'The Group is well prepared and strategically located to continue to win new business and grow strongly across all targeted markets. In addition to our Group's strength in data/telecommunications assemblies, power cords and wiring harnesses, we are particularly encouraged by the high growth and technical innovation in the RF and fibre optic sectors where Volex can take full advantage of its global presence.' 'While today's global market place will continue to present challenges, the strategy is sound and our order book continues to grow. Provided there is no major economic crisis throughout key world markets, we look forward with confidence to achieving good results in the year 2001 and beyond.' For further information: Volex Group p.l.c. Bill Goodall, Chairman Tel: 0207 253 2252 on 6th June 2000 Dominick Molloy, Chief Executive thereafter on 01925 830101) Peter Ford, Sales, Marketing & Business Development Ken Hooper, Finance Director Ludgate Communications Chris Lynch/Graham Herring Tel: 0207 253 2252 VOLEX GROUP p.l.c. Preliminary Announcement of Group Results for the Year to 31 March 2000 CHIEF EXECUTIVE'S REVIEW This was a very productive and exciting year for the Group. Our recognised ability to provide expanded global services to our major customers provided opportunity for substantial growth in our targeted markets and we are pleased to report that we have delivered results which are ahead of the aggressive targets we set for ourselves a year ago. In the rapidly expanding infocom market sectors involving telecom and datacom products, we have clearly emerged as a leader in our core competency of cable assemblies. In response to the fast moving evolution of communication products, we have expanded our manufacturing capacities, strengthened our engineering capabilities and broadened our product range. We are able to deliver more to our customers than ever before and this year we have grown significantly as a result. This growth has enabled us to outpace the industry average in revenue growth and record our eighth consecutive year of record profits. Americas Our operations in North America experienced high levels of activity in new customer development and new product introductions. We gained new business in the important technology sectors of radio frequency (RF) and fibre optic interconnects and we continued to invest in state-of-the-art equipment and engineering expertise throughout our operations. Since the year end, a new 'Centre of Excellence' has been set up in Massachusetts to ensure the Group establishes a leading position in the field of RF interconnects. The division clearly established its position as the leader in power cord products, and, despite some delays in the consolidation of the Belden acquisition into our operations, we are now in a position to gain market share throughout North America. Expansion occurred in Mexico, where we now have 4 manufacturing facilities, and in Brazil. We are excited about the growth of our business in both of these strategic markets. We will increase our manufacturing capabilities and broaden our product range in order to meet the requirements of our multinational customers who are locating manufacturing plants in these fast growing regions. Additionally, our decision to establish a Volex presence in Eastern Canada has proved very beneficial to the Group due to the notable concentration of telecommunication equipment manufacturers now in Canada. As a result, our operations in Ottawa experienced significant growth and we are now formulating plans for further expansion. Europe This year we again experienced significant growth in our Irish operations, primarily in support of the larger European telecommunication equipment providers. We opened our new factory in Castlebar, Ireland, and recently developed plans for more manufacturing space there as well as in Eastern Europe. As the Volex 'Centre of Excellence' for fibre optic and RF technologies in Europe, Castlebar continues to deliver numerous new products and plays a leading role in the transfer of new technologies to other Volex sites around the world. In the UK, competitive pressures have again resulted in a further fundamental restructuring and consolidation in our powercord operations. This is in response to customer requirements for low cost solutions. It is planned that this process will be completed in the financial year ending 31 March 2001. Our aerospace and commercial vehicles harness business experienced solid improvement throughout the year and further development of these customised products will continue. Overall, the Group is well positioned to take advantage of numerous opportunities for growth in Europe, particularly with the major telecommunication companies. Asia The performance of the Group's business in Asia was very strong and our expanded presence and success in this region has greatly contributed to the establishment of the Group as one of the world's largest global suppliers of cable assemblies. Further expansion took place in Thailand, China, Malaysia and India, thereby increasing our capacity to support the exceptional growth being experienced in local markets and to meet the increasing demand from elsewhere in the Group, particularly Europe. Our Asian operations continue to invest in equipment and people, primarily to support their growing involvement in data/telecommunication products. The Suzhou factory, near Shanghai, has been expanded considerably to meet the rapidly growing demands of their multi national telecommunication customers. During the year Suzhou has been the fastest growing site in Asia, producing telecommunication, data and power products. We currently have 7 manufacturing locations and 13 sales offices in Asia and anticipate the establishment of further facilities in this region in the coming year. Strategy The success of the Group this year was primarily the result of our ability to increase market share in the very rapidly expanding telecommunication sector. The convergence of data/voice and video and the increased demand for bandwidth and faster communications is driving the growth of 'infocom systems' globally. Our strategic objective is to be the preferred manufacturer of cable assemblies and power cords so that we can achieve growth rates which exceed industry averages. Recognising the need for change and addressing those elements of our business that are most affected by globalisation and technological advancement will require strong customer focus. In addition to providing high quality products, we are increasingly becoming involved in delivering logistical support, flexible manufacturing and managing the component supply chain, all of which help the Group create real value for our customers. The greatest impact on our business will come as a result of technological change. Digital devices and the demand for faster solutions in network switching are fuelling large demands for copper and fibre based cabling which in turn creates increased requirements for cable assembly support across a broad spectrum of products. To meet this demand we will continue to increase our capabilities in several of the leading areas of this technology expansion, particularly in RF products and fibre optic cable assemblies. Our strategy with these products is centred on providing new product development and excellence in manufacturing techniques and to do so on a global basis. As the world's largest producer of power cords we continue to expand, now supplying a wider range of products into more market sectors than any of our competitors. Our strategy will be to focus on the growth areas of consumer electronic devices, new products associated with internet protocol solutions and computers, as well as more specialised industrial applications where there is opportunity for value added products. Our presence in the specialist wiring harness markets will remain selective to those industries where we can provide sophisticated, multi-tasked harnesses used in commercial vehicles, aerospace and certain other specialised applications. Our broad product range gives many of our customers a 'one stop source' for their cable assembly requirements. We are investing in the appropriate technologies to ensure world class logistics and supply chain management. We are now recognised as a globally positioned expert and our plan is to continue to expand in our core competency of cable assembly and closely related products. Efforts globally to outsource certain products by our leading customers have created a new tier of contract electronic manufacturers or sub-contractors who are now providing resources to the multinational original equipment manufactures on a large scale. These sub-contractors have become very valuable customers to Volex and our strategy will be to work with them in a very proactive manner. We will continue to provide engineering expertise and support in new product development as a technological partner with all our customers. Providing a higher level of service and enhanced logistical support will require that we remain innovative in our approach to eBusiness. For quite some time the Group has used such forms of eBusiness as EDI (electronic data interchange) and electronic banking for external transactions and e:mail for internal and external communications. In effecting such links the Group therefore currently uses the internet for the exchange of data between operating sites and within our supply chain. Forecasts, ordering and invoicing are routinely handled and customers' and suppliers' web sites are used to facilitate engineering changes and quotations. The Group is actively enhancing its use of eBusiness to improve service to customers through a faster and more efficient response to their demands and increasingly we will participate in business to business (B2B) technology developments. The Group's website - ref: www.volex.com - contains financial, commercial and general information on the Group and is updated regularly. Future Today, the opportunity for growth in our selected markets is very exciting. We have aggressively positioned the Group for additional growth in the very dynamic infocom market of telecommunications, networking and data where we are continuously involved in supporting new technologies and an expanding customer base. We continue to establish and develop 'Centres of Excellence' in each of the major market regions which are capable of delivering dedicated engineering resources for new product design, as well as for strategic product transfers, often required to support the global demand of our customers. With the increased requirement for broadband access solutions and 'bundled services', the demand for next generation switching equipment will continue to grow significantly across the globe. This will provide an excellent opportunity for sustained growth in cable assemblies, particularly in the area of higher performance products. Remaining the market leader in our product areas will require global insight and action. We are confident that we can meet these requirements. Our goal continues to be to exceed £500m in revenues in the next 2 to 3 years. This will be accomplished through planned organic growth of 15% to 20% per annum and an aggressive plan for further acquisitions and alliances in the key regional markets around the world. Our strategy will always be based on customer focus, with a strong belief that today's business winners are those prepared for tomorrow. FINANCIAL REVIEW Results Turnover for the year at £319.8m showed an increase over last year of 48.1%, with turnover for the continuing businesses, i.e. excluding acquisitions during the year, increasing 32.6%. Including the impact of acquisitions the Group's order book ended the year 66% up over a year ago. The acquisition during the year of the Belden power cord division had a major impact on the prior year comparison of Group sales whether by market sector (e.g. appliances), product category (e.g. power cords) or geographical spread. An analysis of Group sales by market sector showed sales into the telecommunications and networking markets growing by 49% and accounting for 63% of sales (1999 - 63%). Sales into the appliance markets grew by 85% and accounted for almost 24% of sales (1999 - 19%), and sales into the industrial and medical markets declined by one percentage point on last year to 5% of sales. Sales into the vehicle markets declined to 8% of sales (1999 - 12%). A review of sales by product category showed that telecommunication/networking/data products accounted for 50% (1999 - 46%) with power cords, including Belden, at 40% of sales being the same as last year. Medical and harness products together accounted for 10% of sales (1999 - 14%). A geographical review of sales by destination showed quite major swings with sales in the Americas increasing to 47% (1999 - 38%), sales to South East Asia increasing by one percentage point of Group sales to 13% and UK sales decreasing to 19% (1999 - 31%), with sales to Europe as a whole decreasing from 50% of Group sales to 40%. Intra Group sales, largely manufactured in Asia for ultimate sale into Europe, increased by 27% over last year. A comparison of Group sales by origin, i.e. manufacturing location, based on total sales including intra-Group trading, showed a major decline in the UK percentage from 31% to 21% and, whilst sales produced in Ireland increased year on year by 58%, the percentage of Group sales manufactured in Europe still declined by 9% to 38%. With Asia's percentage of Group sales by manufacture increasing by one percentage point to 19% of Group sales, the remaining increase in sales by source was in the Americas which rose to 43% (1999 - 35%). In comparing the percentages of Group sales by source and destination it can be seen that within Europe and the Americas the Group is more or less in balance with Asia being a net exporter. The Group recorded an operating profit (pre goodwill amortisation of £0.4m) for the year of £26.4m, split £25.4m from continuing businesses and £1.0m from businesses acquired during the year. The Group's gross profit margin fell by 1.3% to 17.4% due mainly to the impact of the acquisition of the Belden power cord division. The operating margin for continuing business held at 8.9% with a disappointing profit performance from the UK power cord operations - still in the course of being restructured - being offset by improved performances elsewhere. The operating margin on the acquired businesses was below expectations and largely related to the slower than anticipated rate of operational improvements although the year ended with promising indications. The Group continued to increase procurement from its Asian facilities to counteract price pressures in Europe on its power cords products. Exceptional items included a one-off profit of £1.9m on the sale of the Group's UK power cord building: this division continued to utilise the factory under an operating lease. Offsetting this, the Group fundamentally restructured its UK power cord activities by further reducing manufacturing capacity in the UK, by investing in automatic assembly plant and by increasing the sourcing of lower cost product from its plants in South East Asia: this restructuring will be completed during the year to March 2001. The higher interest charges experienced in the first half of the year continued throughout the remainder of the year with the full year's net interest payable rising to £2.9m (1999 - £1.0m). This level of financing cost was due to increases in net borrowings (referred to later) partly to fund acquisitions, partly for increased spend on plant for additional capacity and partly for working capital increases for higher business activity levels in the final quarter of the year and the start of 2000/01. Pre-tax profit for the year of £23.1m showed an increase of 26.6% over last year. This increase was attributable to the continuing businesses with the acquisitions in the year producing only marginal profit after funding costs. The translation of foreign currency turnover and profits into sterling compared with last year's average rates resulted in a turnover gain of less than £1 m (or 0.3% annual sales) and no impact on profits. The return during 1999/2000 on average shareholders' funds of £55.8m was just over 27% whilst the (operating profit) return on average net assets was 47% - these percentages compared with last year's returns of 24% and 39% respectively. Earnings attributable to ordinary shareholders increased by 25.4% to £15.3m after minority interests. Earnings per share this year of 54.0p compared with 43.2p last year, an increase of 25% with headline earnings per share (i.e. before goodwill amortisation) of 55.5p, an increase of 27.3%. The proposed ordinary dividend of 25.7p for the full year represents an increase over last year of 7.1%, so leaving the ordinary dividend just over two times covered. The Group's profit retention for the year of £8.0m and the increase in share capital of £0.5m were partially offset by a £1.6m adverse impact of currency translation on the balance sheet. Shareholders' funds consequently ended the year up £6.9m at £59.3m. Taxation The tax charge for the year resulted in an effective composite rate of 30.3% (1999 - 33%). Different tax rates apply to the Group's world-wide operations, the highest rate relating to the North American operations, with lower than average tax rates currently applying in South East Asia and Ireland. The decrease in the overall tax rate reflects a greater proportion of the Group's profits being earned this year in South East Asia and Ireland and also a lower net tax rate in the UK which benefited from a) capital allowances from prior years and b) a low tax charge on a property disposal where unutilised capital losses were brought forward. Funds Flow During the year there was a net outflow of funds of £27.5m, the principal elements comprising inflows of £15.4m from operations and £7.2m from the disposal of properties, offset by outgoings of £10.5m on capital expenditure, £6.2m on tax, £22.7m on acquisitions and £9.3m on dividends, with three dividends being paid during the year due to the delay in payment of the prior year's interim dividend for corporation tax planning purposes. Capital Expenditure Fixed asset additions including capital accruals totalled £10.6m (1999 - £8.7m) during the year, the major projects relating to capacity increases and automation including the final payment of £2.7m in respect of the new factory in Ireland. In addition, £7.2m of fixed assets were acquired through acquisitions during the year. Borrowings The Group's net borrowings at the end of the year were £43.8m (1999 - £16.4m). These borrowings resulted in a year-end gearing ratio of net borrowings to shareholders' funds of 73.9 % (1999 - 31.2%). In addition, deferred consideration of £5.8m is payable in respect of acquisitions made in the current and prior years. Included in the increase of £27.4m in borrowings is £23.0m for acquisitions, and associated costs, made during the year and £0.8m for deferred payments in respect of prior year acquisitions (Canada & Brazil). The increased borrowings during the year gave an interest cover of 9.1 times (1999 - 19.2 times). The Group has multi-currency medium term facilities with its two principal UK banks. These facilities are for a term of up to five years and have been drawn down at fixed rates for either 6 or 12 month periods. All other bank borrowings are for terms of less than one year and are at varying interest rates. As at the year end the Group had funded approx. £5.8m of acquisitions with short term funds, the majority of which are being refinanced into medium term funds. The Group has adequate finance resources available to fund its continuing expansion programme. The Group's facilities are unsecured. Acquisitions During the year the Company acquired the assets and business of the power cord division of Belden Inc., with operations in the USA and Mexico, for a total cash consideration of US$27.4m (approx. £16.7m). This acquisition was largely funded out of new medium term bank facilities. In addition to the acquisition in India part way through the year, the Group acquired for cash at the year end Mitema Industri AB (renamed Volex Sweden AB), together with its Estonian subsidiary, for a total cost of £1.7m (including deferred consideration payable in the year to March 2001). The Group also acquired for cash the minority interest in Volex do Brasil Ltda for £7.9m, this including £3.1m deferred consideration payable by the end November 2001. This latter acquisition was funded using short term facilities pending the establishment of medium term finance as referred to earlier. As a result of this acquisition and a restructuring of the shareholding in Volex Asia's Indonesian subsidiary, the Group now owns 100% of all of its operating companies. Employees The number of Volex employees world-wide had increased to 11,300 by March 2000 compared to 7,800 last year end. We now have 42% of our employees in Asia, 35% in the Americas and 23% in Europe. With the majority of new employees being based in low labour cost areas of the world, the average cost per employee has fallen by 8%. Shareholder Value The share price started the year at 395p and finished at 987p, an increase of 150%. The year's low was 379p on 8 April 1999 with a high of 1262.5p being recorded on 22 December 1999. Following the announcement of last year's figures in June 1999 the share price moved upwards from the mid 400p's to the mid 600p's and following the first half year's results the price moved from the mid 600p's to the mid 800p's in mid November, prior to its peak as reported above. The average share price for the 1999/2000 financial year was 761.5p, this comparing with 509.8p for the prior year, an increase of 49% (1999 - 10%). In addition to the change in value of the Company's equity shares, the net yield (dividend) on the average share price in the year was 3.4% (1999 - 4.7%). Volex Group p.l.c. Preliminary Announcement of Group Results for the year to 31 March 2000 A. RESULTS 2000 1999 Notes £'000 £'000 Turnover Continuing operations 286,234 215,913 Acquisitions 33,573 - --------- --------- 1 319,807 215,913 --------- --------- Cost of sales 2 (264,179) (175,542) --------- -------- Gross profit 55,628 40,371 Other operating expenses (net) 2 (29,652) (21,163) --------- -------- Operating Profit Continuing operations 25,056 19,208 Acquisitions 920 - -------- ------- 2 25,976 19,208 -------- ------- Costs of fundamental restructuring of continuing operations 3 (1,900) (900) Profit on sale of a tangible fixed asset of continuing operations 3 1,920 959 --------- ------- Profit on ordinary activities before finance charges 25,996 19,267 Investment income 538 930 Interest payable and similar charges (3,410) (1,935) --------- ------- Profit on ordinary activities before taxation 23,124 18,262 Tax on profit on ordinary activities 5 (7,010) (6,026) --------- ------- Profit on ordinary activities after taxation 16,114 12,236 Minority interests (819) (41) --------- ------- Profit for the financial year 15,295 12,195 Dividends paid and proposed on equity and non-equity shares 6 (7,299) (6,799) -------- ------- Retained profit for the year 7,996 5,396 -------- ------- Headline earnings per ordinary share 7 55.5p 43.6p Basic earnings per ordinary share 7 54.0p 43.2p Diluted earnings per ordinary share 7 53.5p 43.0p B. GROUP BALANCE SHEET At 31 March 2000 2000 1999 £'000 £'000 Fixed assets Intangible 14,817 6,527 Tangible assets 42,731 35,802 --------- ------- 57,548 42,329 --------- ------ Current assets Stocks 48,201 31,043 Debtors 67,645 42,555 Current asset investments 445 504 Cash at bank and in hand 12,691 11,416 -------- -------- 128,982 85,518 ------- ------- Creditors: amounts falling due within one year Borrowings (15,310) (2,025) Trade creditors & provisions (68,523) (44,814) ------- ------- (83,833) (46,839) --------- ------- Net current assets 45,149 38,679 -------- -------- Total assets less current liabilities 102,697 81,008 Creditors: amounts falling due after more than one year Borrowings (41,185) (25,743) Other liabilities (2,238) (2,272) ------- ------- Net assets 59,274 52,993 ------- ------- Capital and reserves Called-up share capital (incl. Non-equity) 7,170 7,145 Reserves 52,104 45,207 --------- --------- Shareholders' funds - see Note 8 59,274 52,352 Minority interests - 641 -------- --------- Total capital employed 59,274 52,993 -------- --------- Gearing 73.9% 31.2% C. CONSOLIDATED CASH FLOW STATEMENT For the year ended 31 March 2000 2000 1999 £'000 £'000 £'000 £'000 Net cash inflow from operating activities Operating profit 25,976 19,208 Depreciation 7,102 5,340 Goodwill amortised 419 111 Other items - working capital and movements in provisions (18,058) (11,249) ------- ------ 15,439 13,410 ===== ===== Return on investments and servicing of finance Interest received 531 776 Interest paid (2,711) (1,152) Preference dividends paid (6) (4) Net cash outflow from returns on investments and servicing of finance (2,186) (380) Taxation UK corporation tax paid (1,681) (2,410) Overseas tax paid (4,544) (3,933) Tax paid (6,225) (6,343) Capital expenditure Purchase of tangible fixed assets (10,467) (7,934) Sale of tangible fixed assets and current asset investments 7,210 1,535 Net cash outflow from capital expenditure (3,257) (6,399) Acquisitions and disposals Purchase of subsidiary undertakings (23,820) (6,952) Net cash/(overdraft) acquired with subsidiary undertaking 1,095 (253) Net cash outflow from acquisitions (22,725) (7,205) Equity dividends paid (9,253) (4,166) Cash outflow before management of liquid resources and financing (28,207) (11,083) Net cash inflow from management of liquid resources 2,000 4,500 Financing Issue of ordinary share capital 516 433 Increase in short term borrowings 14,936 6,508 Net cash inflow from financing 15,452 6,941 (Decrease)/Increase in --------------------------- cash in year (10,755) 358 --------------------------- Note 1 Segment Information External Sales Total sales Turnover by by by geographical area: destination source 2000 1999 2000 1999 £'000 £'000 £'000 £'000 United Kingdom 60,405 66,129 73,383 74,743 Republic of Ireland 3,783 3,566 57,614 36,449 Other Europe 64,782 38,998 4,644 2,412 -------- ------ ------ ------ Total Europe 128,970 108,693 135,641 113,604 The Americas 148,183 80,961 150,037 83,833 South East Asia 42,654 26,259 65,485 3,109 Less: Inter-divisional (31,356)(24,633) ------------------------------------------------------------- 319,807 215,913 319,807 215,913 ------------------------------------------------------------- Note 2 Cost of sales, gross profit, other operating expenses (net) and operating profit Contin -uing Acquisi -tions 2000 1999 £'000 £'000 £'000 £'000 Cost of sales 233,635 30,544 264,179 175,542 Gross profit 52,599 3,029 55,628 40,371 Selling and distribution expenses 12,805 1,042 13,847 10,651 Administrative expenses 14,957 1,007 15,964 11,589 Other operating income (554) (24) (578) (1,188) Goodwill amortisation 335 84 419 111 ----------------------------------- Other operating expenses (net) 27,543 2,109 29,652 1,163 ------------------------------------------------------------- Operating profit 25,056 920 25,976 19,208 ------------------------------------------------------------- Note 3(i) Costs of a fundamental restructuring of continuing operations 2000 1999 £'000 £'000 Restructuring costs of UK power cord operations 1,900 900 ------------------------------------------------------------- The costs of a fundamental restructuring of continuing operations arose in respect of the reduction of the UK power cord manufacturing capacity and sourcing lower cost product from the Group's plants in South East Asia. This has had a material effect on the nature and focus of the Group's operations. The tax effect of this exceptional item was a reduction of £511,000 (1999 - £270,000). (ii) Profit on sale of a tangible fixed asset of continuing operations 2000 1999 £'000 £'000 Profit on the sale of manufacturing premises 1,920 959 ------------------------------------------------------------- The tax effect of this exceptional item was an increased charge of £220,000 (1999 - £nil). Note 4 Exchange rates The principal exchange rates used in the preparation of the accounts are: Average % Year End % 2000 1999 Change 2000 1999 Change United States 1.61 1.65 (2.4)% 1.59 1.60 (0.6)% Singapore 2.73 2.78 (1.8)% 2.73 2.78 (1.8)% Ireland 1.24 1.15 7.8 % 1.31 1.17 12.0% Canada 2.37 2.48 (4.4)% 2.32 2.40 (3.3)% Brazil 2.95 2.94 0.3 % 2.78 2.77 0.4% --------------------------------------------------------------- Note 5 Tax on profit on ordinary activities 2000 1999 The tax charge is based on the profit for the year and comprises: £'000 £'000 UK corporation tax: - current 576 2,976 - deferred 405 (886) ----- ----- 981 2,090 ----- ----- Overseas tax: - current 6,141 3,950 - deferred (112) (14) ----- ------ 7,010 6,026 ----- ------ UK and overseas taxation is based on profits for the year and the Group tax charge has been influenced by the differing tax rates in overseas countries. Note 6 Dividends paid and proposed on equity and non-equity shares 2000 1999 £'000 £'000 Equity shares: Ordinary dividends - prior year final dividend on shares issued after 31 March 1999 under share option schemes 6 15 - interim payable of 8.7p per share (1999 - 8.2p per share) 2,466 2,315 - final proposed of 17.0p per share (1999 - 15.8p per share) 4,821 4,465 Non-equity shares: Cumulative preference dividends - interim paid 3 2 - final paid 3 2 ------ ------ 7,299 6,799 ------ ------ If approved by shareholders, the final ordinary dividend will be paid on 2 October 2000 to those shareholders on the register at 4 September 2000 and will absorb £4,821,229. Note 7 Earnings per ordinary share The calculations of earnings per share are based on the following profits and numbers of shares: Basic & Diluted 2000 1999 £'000 £'000 Pre-tax profit (before goodwill amortisation) 23,543 18,373 Taxation (7,010) (6,026) ------- -------- Profit for the financial year 16,533 12,347 Preference dividends (6) (4) Minority interests (819) (41) ---------- -------- Headline earnings 15,708 2,302 Goodwill amortisation (419) (111) ---------- -------- Net profit for the financial year 15,289 12,191 ---------- -------- Weighted average number of shares: No of No of shares shares For basic earnings per share 28,307,204 28,215,536 Exercise of share options 288,640 149,645 ----------- ---------- For diluted earnings per share 28,595,844 28,365,181 ---------- ---------- Headline earnings per share has been calculated on the basis of continuing activities before goodwill amortisation. The directors consider that this gives a better understanding of the Group's earnings following the change in accounting treatment of goodwill. Note 8 Reconciliation of Movements in Shareholders' Funds 2000 1999 £'000 £'000 Profit for the financial year 15,295 12,195 Dividends paid and proposed - note 6 (7,299) (6,799) ----- ----- Retained profit for the year 7,996 5,396 Currency variations (1,590) (1,144) New share capital subscribed 516 434 ------- ------ Net increase in shareholders' funds 6,922 4,686 Opening shareholders' funds 52,352 47,666 ------- ------ Closing shareholders' funds 59,274 52,352 ------- ------ Note 9 Cash Flow (i) Analysis of net debt: As 1 April Cash Exchange 31 March 1999 Flow Movement 2000 £'000 £'000 £'000 £'000 Cash at bank and in hand 9,416 2,723 552 12,691 Overdraft (2,025) (13,478) 193 (15,310) (10,755) Loans (25,743) (14,936) (506) (41,185) Term deposits 2,000 (2,000) - - -------------------------------------- Net debt (16,352) 27,691) 239 (43,804) ------------------------------------- (ii) Reconciliation of net cash flow to movement in net debt: (Decrease)/increase in cash in the year (10,755) 358 Cash inflow from increase in debt & lease financing (14,936) (6,508) Cash inflow from decrease in liquid resources (2,000) (4,500) -------- ------- Change in net debt resulting from cash flows (27,691) (10,650) Translation difference 239 (126) ------- ------- Movement in net debt in the year (27,452) (10,776) Net debt at 1 April 1999 (16,352) (5,576) -------- ------- Net debt at 31 March 2000 (43,804) (16,352) ------- ------- Note 10 Acquisitions Details of the principal acquisitions made during the year are set out below: (i) On 10 May 1999, the Company completed the acquisition of the assets and business of the power cord division of Belden Inc. for an initial cash consideration of US$25m. A further cash sum of US$2.4m was paid based on the net book value of the acquired assets, giving the total consideration to US$27.4m (£16.7m). (ii) On 28 March 2000, the Company completed the acquisition of the cable assembly companies Mitema Industri AB (subsequently renamed Volex Sweden AB) and Mitema OU (in Estonia) for an initial cash consideration of SEK 17.5m (£1.3m) and a net worth adjustment of SEK 5.5m (£0.4m) paid after the year end. The aggregate book values of the assets and liabilities acquired on the above acquisitions, their fair value to the Group and the resultant goodwill was as follows:- Book and fair value to the Group Belden Mitema Total £'000 £'000 £'000 Tangible fixed assets 7,405 124 7,529 Stocks 7,723 516 8,239 Debtors and ------------------------- Prepayments 4,832 1,464 6,296 Cash - 1,085 1,085 ------------------------- Total Assets 19,960 3,189 23,149 Liabilities and Accruals (3,211) (1,846) (5,057) ------------------------- Net Assets 16,749 1,343 18,092 ------------------------- Fair value adjustment: - stocks (1,879) - (1,879) - revaluation of fixed assets (319) - (319) - accounting policy alignment - (74) (74) - tax effect of adjustments 740 - 740 -------------------------- Fair value of net assets 15,291 1,269 16,560 Goodwill 1,681 458 2,139 -------------------------- 16,972 1,727 18,699 -------------------------- Goodwill on other acquisition 80 ------ 18,779 ------ Satisfied by: Cash 16,749 1,144 17,893 Deferred consideration - 513 513 Acquisition costs 223 70 293 ------------------------- 16,972 1,727 18,699 -------------------------- Cash and acquisition costs on other acquisitions 80 ----- 18,779 ----- The fair value adjustments relate to stocks, tangible fixed assets and deferred tax. (iii)On 31 March 2000, the Company acquired the 40% minority interest of its subsidiary Volex do Brasil Ltda for an initial cash consideration of Reais 13.1m (£4.7m) with 2 equal additional instalments of Reais 4.4m (£1.6m) being payable on 31 March and 30 November 2001 totalling Reais 8.8m (£3.2m). The book value of the assets acquired and the resultant goodwill are as follows: £'000 Group's share of fair value of net assets acquired 1,460 Goodwill 6,440 ----- 7,900 ----- Satisfied by: Cash 4,722 Deferred consideration 3,148 ----- 7,870 Acquisition costs 30 ----- 7,900 ----- (iv) Exchange rates used: 10th May 1999 £1:US Dollar $1.635 28th March 2000 £1:SGK 13.55 31st March 2000 £1:Brazil Real 2.78 Note 11 (I) The current and prior year results set out in this announcement are non-statutory accounts within the meaning of Section 240 of the Companies Act 1985. (ii) The results for the year ended 31 March 2000 are extracts from the 2000 Group accounts which, if adopted by members in General Meeting on 27 July 2000 will be filed with the Registrar of Companies. These have been audited and reported upon without qualification. (iii)The results for the year ended 31 March 1999 are extracts from the 1999 Group statutory accounts, which have been reported upon without qualification by the auditors and have been delivered to the Registrar of Companies.

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