Preliminary Results

Volex Group PLC 17 June 2002 VOLEX GROUP p.l.c. Preliminary Announcement of Group Results for the Year to 31 March 2002 - Sales down 34% to £276m - Operating loss for year of £0.5m Before one-off costs and goodwill* - Pre-tax loss of £14.0m - Borrowings down £8.0m during year * before goodwill, exceptional operating items and fundamental restructuring costs Volex Group p.l.c., the international electrical and electronic cable assemblies group, today announces a 34% fall in turnover to £276m for the year ended 31 March 2002. The operating result for the year was a loss of £0.5m before one off-costs (see next paragraph) and goodwill. The one-off costs during the year comprised £1.0m in respect of the closure of a U.S. factory and £6.3m relating to the fundamental restructuring of the Group's data/telco and power cords activities in Europe --see the following Chief Executive's Review and the Financial Review for greater detail. Today the Group also announces that is has successfully concluded negotiations with its principal bankers on a refinancing package covering the needs of the business for the next two to three years - see the Financial Review and Note 14 to the preliminary results for further details. An interim dividend of 5.5p per share, in aggregate costing £1.6m, was declared in respect of the first half year. In the light of the out-turn for the full year the Company is not recommending the payment of a final dividend for the year. The Chairman of Volex, Bill Goodall, commented: 'The 2002 financial year saw the first break in growth the Group has had for many years. At this time last year we indicated that a high degree of uncertainty existed in our markets, in particular in the communications and computer area. As we went through the year, the Group's trading position deteriorated and in mid December 2001 we updated the market of the likely out-turn for the full year. In the event, and in line with those indications, Group sales were down 34% to £275.7m and we recorded an operating loss before restructuring costs and goodwill amortisation of £0.5m (2001 - operating profit of £34.3m). In the light of the low levels of business the Group took steps to optimise cash flows and reduce overheads. Stocks, debtors and trading creditors reduced by £26.0m and capital additions of £4.6m, representing some 53% of depreciation, were restricted to priority items. Overall, net borrowings fell by £8.0m during the year. Overhead costs had been reduced by the year end by more than £15m per annum or approximately 17%, compared with overhead levels at the same time last year. We believe our strategy of focusing on cable assemblies and related value-added products and services will enable the Group to maintain growth in the future. Overall, the financial year 2002/03 is likely to see business volumes broadly in line with the previous year with sales in the first half similar to the current year's second half and an upturn towards the end of the year. This increased demand is anticipated to come largely from opportunities presented by our customers continuing to consolidate their supply base globally and not from immediate material growth in underlying markets. In this changed market environment and with the benefit of our reduced cost base, I am confident that the Group can look forward to a period of sustained growth and profitability.' Dom Molloy, Volex Chief Executive, concluding his review of the year, commented: 'Foremost in our plans is the assumption that this year is concentrated on consolidation and growth through existing and new accounts already identified. It recognises a new and expanding opportunity with marketplace consolidation and a need for partnership and relationship strength. There are external factors, both economic and technical, which continue to impact the Group. However, the management action of the past year has positioned Volex competitively and the Group can look forward to a period of increased market share and sustainable long-term growth' For further information, please contact: Volex Group p.l.c. Today: 020 7950 2800 Thereafter: 01925 830101 Bill Goodall, Chairman Dom Molloy, Group Chief Executive Ken Hooper, Group Finance Director Weber Shandwick Square Mile 020 7950 2800 Chris Lynch / Graham Herring VOLEX GROUP p.l.c. Preliminary Announcement of Group Results for the Year to 31 March 2002 CHIEF EXECUTIVE'S REVIEW The year to March 2002 proved to be very challenging for the Volex Group with falling demand in each of its major markets. However, current demand indicators point to a levelling off and a return to modest increases as marketplace inventories reduce to the level of real-time requirements. The Group has used this period well to re-structure its global operations, to reduce operating expenses and to re-focus the organisation in how it addresses new market opportunities. We reacted quickly to the changing environment and, while this necessitated a reduction in our employee base, the changes and re-structuring activities have created a platform for a return to growth with a more focused, efficient and cost-effective organisation. During the year, consolidation of the customer base and outsourcing continued to dominate the changing profile of targeted markets. Volex has used its global presence both to adapt to those changes and to identify opportunities to service the new market more effectively. The customer profile continues to reflect global manufacturers of telecommunications equipment, storage devices, computers, consumer goods and transportation products. Utilising our global account approach and regional account management strength, we maintained our market share and have developed new opportunities for growth within our existing customer base and with new accounts. The Group has emerged stronger and leaner with a cost base correctly profiled to secure new business. Many internal initiatives targeted on continuous improvement have delivered efficiencies in manufacturing processes, order fulfilment, inventory management capabilities and in time-to-market routines for new product and process introduction. The challenge is to quickly capitalise on these improvements and grow our market presence in new segments, with new customers and within our existing customer base. Global Markets The telecommunications (telecom) sector, specifically in the wire line and internet segments, experienced the most dramatic decline, with funding pressures on the operators and carriers combined with both excess inventories and delayed technology introduction contributing to reductions in hardware spending. When the demand collapsed the market was flooded with excess inventory of products such as routers, PBXs, optical switches and related equipment. Dramatic as the reduction in demand was, the period required to liquidate excess inventories was even more pronounced. On the wireless side, recent years have seen an explosion in the mobile technology market. While there have been differing standards (GSM, CDMA and TDMA), the infrastructure for each standard has delivered the same level of bandwidth. This is largely sufficient for voice communications but wholly inadequate for combined voice and data communications. Significant resources have been expended by the equipment manufacturers on increasing the speed and efficiency of the networks and to support the arrival of 2.5G (or GPRS) and 3G (or UMTS) promising speeds capable of efficient video streaming and high packet data communications. However, this market opportunity has stalled due both to capital shortages at the carrier level and technology challenges to the handset and application level. While the optical networking infrastructure has been put in place at the backbone level, the last mile and specifically the metro area has not been extensively fibred. Therefore, the utilisation of office and domestic networks is still limited by the speed of the copper capacity and much of the fibre backbone remains unlit. Our power cords business has been impacted over the year by a soft recessionary environment. However, with aggressive interest rate cuts in the US and some downward movement in Europe, there are indications of modest returns in demand. While investment in technology at the corporate level is focused on systems security, consumers will continue to drive spending on electronic equipment for the home as long as the economic environment improves. We also expect demand to return to the consumer appliance sector. Sales, Marketing and Operations After several years of unprecedented growth in our industry, the market rapidly declined throughout the financial year and as a result our sales fell by 34% overall. We have continued to strengthen our presence across all of the supported technologies, customers and market segments. The strategy of targeting specific accounts and segments yielded significant market share benefit in Asia, particularly with a number of Japanese-based multi-national companies. We have tracked the movement of many organisations to lower-cost environments and continue to support their requirements in the new location. In each of the regions, the customer base has benefited from our location coverage and our global product and sourcing approach. We will continue the work of the past year in positioning the Group as an organisation with global reach and local presence. We will also continue our approach of re- profiling existing capacity to meet the local requirements of our key customers as they consolidate and re-locate. The drive for value-added services continued across design, order fulfilment and logistics and a number of key accounts have been identified where such services can create value for the customer and the Group. In all regions, significant focus was placed on Lean business methodologies to increase operational effectiveness in all areas. External assessments under the European Foundation For Quality Management process were also used successfully to identify opportunities for business improvement. The Americas Sales in the Americas declined by 40% year on year. The trading and operational environment for the Americas matched the decline in the communications and computing market segments. The first indicators of global market difficulties were experienced in this region and the increasing outsourcing and global consolidation within our industry saw the demise of smaller regional competitors. The Group's market share has improved and its position strengthened through strategic alliances with key customers in the Electronic Manufacturing Service (EMS) sector. In order to reduce the cost base and improve the flexibility and responsiveness required in today's market, the Group's US North East coast facility was closed and consolidated into various US and Mexican sites. Further, the full range of product technologies, including fibre optics, has been added to our facilities in Mexico. The operation in Brazil was severely impacted by the market and economic downturn there. However, this location remains strategic from a regional perspective and we have strengthened the management team. We expect that our focus will drive opportunities with new accounts and maximise revenue potential with existing global accounts. Cost reduction initiatives, including head count reductions and improved facility utilisation, have minimised the overall impact on the Group of the poor market conditions within which Volex Brazil currently operates. Asia Sales in Asia fell by 20%, largely caused by the dramatic reduction in demand from other Volex regions and from a reduction in order levels from telecom customers. As the telecom market weakened, there was further acceleration of outsourcing of manufacture by the telecom companies to low cost manufacturers in Asia but market demand has dampened the opportunity to realize the benefit of this for Volex. The outlook for the telecom business remains positive, as there will be ongoing need to build basic telecom infrastructure throughout the region. The power cord market remains strong with the continuing movement of high volume production of consumer electronics to the region. We improved our market share with Japanese customers as they continue to invest in China and elsewhere in the region. Our regional and global reach is a key advantage in our relationships with the many multinational companies operating in Asia. From an operational perspective we have established one quality and manufacturing system for power cord products in Asia that we can promote as a competitive advantage to our customers worldwide. In addition to process standardization, we are making organizational changes to better distribute the support staff to lower cost sites, particularly in China. The supplier base for raw materials has grown in China and we will continue to develop these sources for our regional and global benefit. Europe Sales declined overall in Europe by 40% compared to the prior financial year. The data/telecom side of this operation was severely impacted by market conditions during this period, although the effect on the power cord business was not as significant. In line with the changing structure of the Group's world-wide markets, particularly the growing presence of multinational EMS companies, the Group merged its European based data/telecom and power cord assembly operations in the last quarter of the year. This brings our European structure in line with that already existing in the Americas and Asia. Our power cord production in Europe is now confined to fully automated plant, with the majority of products for the region being manufactured in our facilities in Asia. This approach, combined with supply line management strengths in Europe, delivers a very competitive solution to the customer base in this region. The Group had identified opportunities to service the global EMS companies as they expanded and re-organised their facilities in Europe. Volex has established a presence in Poland, complementing our existing facilities in Croatia, to capitalize on the migration of EMS customers to Eastern Europe. This new facility will provide the complete technology breadth to support the total requirements of our customers and will create opportunity for further account growth in the coming year. The wiring harness businesses, focused on custom harnesses for niche applications, continued to grow in the commercial vehicle and off-highway vehicle markets, and in aircraft and defence wiring. Further offshore sub-contract manufacturing was employed to reduce costs. Overall, these businesses made a worthwhile contribution to the performance of the Group during the year. Technology Investment in technical resources and equipment was focused on opportunities to realise revenue in the medium term. The structuring of our engineering resource along global lines has enhanced our ability to quickly react to customer demand for global deployment or to intra Group moves into lower-cost environments. The Group concentrated on increasing its technical capabilities in each region and on leveraging the strength of its RF Centre of Excellence in the USA to deliver opportunities within our global customer base. In this period the Group expanded its technical capabilities to ensure that we are positioned for recovery in market demands across fibre, RF, fibre channel and copper products. In the field of fibre optic technologies, the Group retained its focus on development of standardised products and processes. We strengthened our capability on device termination, miniaturisation, passive and active technologies and higher bandwidth products. In radio frequency we supported our customers' demand across coaxial and semi-rigid and conformable products. Passive intermodulation, corrugated and micro-miniature technologies were also focused on to deliver revenue potential and market share growth. Strategy Our strategy remains intact: leveraging our independence and global presence to service target markets with flexibility and responsiveness to customers' changing needs. We expect to deliver growth through existing accounts by increasing our product and service coverage, target new accounts within the industry segments we currently support and develop opportunities in new market segments where global cable assembly capability is required. As a responsive and flexible supplier with global reach, we can further integrate ourselves into the operations of our customer base with a clear value proposition of total supply from design to delivery. By leveraging our engineering competence, our supply chain processes and our IT strength we can provide our customers with a complete solution to their cable provision needs. This will have the benefit of driving cost from our customers' operations and delivering opportunity for growth for us. With the intensity and pace of consolidation within our market, we constantly identify the opportunities created and re-shape our sales account focus to address the new entities. The outsourcing programmes from the Original Equipment Manufacturers (OEMs) have already created opportunity for us to increase our market share and will continue to do so, as our independence enables us to service a wide range of OEMs through our alignment to the key EMS providers. The Future Over the next few years the Volex Group has a significant opportunity to capitalise both on a potential upturn in the market and on the current difficulties experienced by our competition. We enter the year with a stable financial base and a competitive and capable platform delivered through: - a re-aligned and competitive cost base, with manufacturing operations structured for growth across the range of required technologies; - a focused sales plan with a powerful offering: the complete breadth of product portfolio required by our customers and a competitive go-to-market model according to price and service sensitivity; - a market leading supply chain model, capable of delivering product to point of use or storage, in a cost- competitive but service-driven way; - a proven value-added service offering, spanning design to delivery; and - a focused management structure and team who intend to grow targeted revenue with optimum investment and minimal increase in overhead costs. Foremost in our plans is the assumption that this year is concentrated on consolidation and growth through existing and new accounts already identified. It recognises a new and expanding opportunity with marketplace consolidation and a need for partnership and relationship strength. There are external factors, both economic and technical, which continue to impact the Group. However, the management action of the past year has positioned Volex competitively and the Group can look forward to a period of increased market share and sustainable long-term growth. FINANCIAL REVIEW Turnover for the year at £275.7m was down 34% over last year. An analysis of sales by market sector showed sales into the Group's major markets of communications and computers (including industrial and medical segments) declining by 40% and accounting for 68% of sales (2001 - 75%). Sales into the appliance markets declined by 30% and accounted for 20% of sales (2001 - 18%), whilst sales into the vehicle and aerospace markets increased by 15% and accounted for 12% (2001 - 7%) of Group sales. A review of sales by product category showed that communications and data assemblies declined in value by 46% and accounted for 49% (2001 - 60%) of Group sales and that power cords sales fell by 21% and as a percentage of Group sales represented 39% (2001 - 33%), with harness products increasing 15% and accounting for 12% (2001 - 7%) of Group sales. A geographical review of sales by destination showed sales in the Americas fell by 39% over last year and represented 41% of Group sales (2001 - 45%), sales to customers in Asia decreased by 8% but as a percentage of Group sales increased by eight percentage points to 23% and sales in Europe as a whole declined by 40% to 36% of Group sales (2001 - 40%). Intra- Group sales, largely manufactured in Asia for ultimate sale into Europe and the Americas, decreased by 47% over last year. A comparison of Group sales by origin or manufacturing location, based on total sales including intra-Group trading (i.e. output at selling prices), showed a decline in Europe of 40%, with Europe now producing 36% of the Group's output, a decline of three percentage points over last year. Asia's output (i.e. to the external customers and intra-Group) declined by 20% in value over the previous year: this region now produces 25% of Group output (last year - 20%), whilst output in the Americas declined by 40% and accounted for 39% of Group output (2001 - 41%). The Group recorded an operating loss (pre goodwill amortisation and exceptional operating items) for the year of £0.5m (2001 - profit of £35.2m). The Group's gross profit margin fell by five percentage points to 12%, due to the large drop in volumes compared with last year and consequent under recovery of production overheads. During the second half of the year the Group took two major steps to re-structure and thereby reduce its cost base. Firstly it closed a factory on the US East coast at a cost of £1.0m, this being separately identified in the Profit & Loss Account as an exceptional operating item in arriving at gross profit. Secondly the Group's European infocom cable assembly and powercords operations were fundamentally restructured, reducing considerably the number of employees both in the UK and Ireland. This restructuring cost £6.3m and is shown in the Profit & Loss Account as an exceptional charge after arriving at the operating result for the year. The combined effect of these major restructurings and Group- wide cost reductions throughout the year has been a substantial reduction in production and other overheads: comparison of the results for the final quarter of this year with the same period a year ago reveals cost savings on an annual basis in excess of £15m. As a result the Group has reduced its operating profit break-even point to an annual sales level of approximately £240m depending on product and/or geographic mix. Interest charges (net) for the full year were £3.1m as compared with £4.4m last year. This fall in financing cost was due in part to a decrease in net borrowings (referred to later) and in part to lower average borrowing costs compared with the prior year. The result for the year after tax was a loss of £10.1m (2001 - profit of £18.8m). The translation of foreign currency turnover and operating profits into sterling compared with last year's average rates resulted in a turnover gain of £1.6m (or 0.4%) and a profits gain of £0.3m (or 0.8%). Taxation The tax credit for the year resulted in an effective composite rate of 27.8% (2001 tax charge - 29.0%). 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 Asia and Ireland. Funds Flow During the year there was a net inflow of funds of £7.8m, comprising inflows of £30.2m from operations and £0.1m from the issue of share capital, in part offset by outgoings of £5.1m on capital expenditure, £4.2m on tax, £4.0m on final deferred payments for prior years' acquisitions, £2.9m on interest/financing costs and £6.9m on dividends (last year's final and the current year's interim). Currency translation of £0.3m impacted favourably on the funds flow during the year. Capital Expenditure Fixed asset additions in the Group totalled £4.6m (2001 - £14.2m) during the year, a multiple of depreciation of 0.5 times compared with 1.8 times last year. This reduction was part of the Group's action programme to reduce borrowings and was carried out without detriment to the longer term strategic plan, the downturn in business having resulted in under- utilised production capacity. Borrowings The Group's net borrowings at the end of the year were £50.4m (2001 - £58.4m). These borrowings resulted in a year-end gearing ratio of net borrowings to shareholders' funds of 85.0 % (2001 - 81.6%). Excluding the exceptional item in respect of the fundamental restructuring in Europe the gearing ratio would have been 75%. After the year-end, and in the light of the results for the year, the Company completed the re-negotiation of the terms of its borrowings with its three principal bankers shortly before the approval of the 2002 Annual Report & Accounts. The Group has successfully negotiated adequate bank facilities for its foreseeable requirements; the majority of facilities are multi- currency and extend for a period of two years from June 2002, with an option to extend for a further year subject to compliance with certain performance criteria. These new facilities, which will be on a secured basis, will increase the average cost of borrowing by the Group by approximately 250 basis points (2.5%) over the average cost of borrowings in the 2002 year, with pre-determined reductions in these margins being agreed against scheduled repayments. In addition, the Company has issued option warrants to the banks in respect of 5% of its issued ordinary share capital exercisable between June 2004 and June 2005 at a 10% premium to the average share price over the 30 day period starting 18 June 2002. The total cost of achieving the refinancing was £2.5m: of this £2.3m is charged against the results for the year with £0.2m being carried forward in respect of facility issue costs to be written off over the initial two year term of the facilities. Employees The number of Volex employees world-wide at the year end was 8,175 (2001 - 11,445) representing a reduction of 29% during the year. At the year end 51% of our employees were in Asia, 29% in the Americas and 20% in Europe. Volex Group plc Preliminary Announcement of Group results for the year to 31 March 2002 A. RESULTS Pre goodwill Goodwill & exceptional & exceptional operating operating item item Total Total 2002 2002 2002 2001 Notes £'000 £'000 £'000 £'000 ------------------------------------------------------------------------------ Turnover Continuing operations 1 275,696 - 275,696 418,299 Cost of sales 3 (243,598) (1,033)(244,631)(346,273) --------- ------- -------- ------- Gross profit 32,098 (1,033) 31,065 72,026 --------- ------- -------- ------- Other operating expenses pre-goodwill (net) 2 (32,646) - (32,646) (36,807) Goodwill amortisation 2 - (871) (871) (899) --------- ------- -------- ------- Other operating expenses (net) 2 (32,646) (871) (33,517) (37,706) --------- ------- -------- ------- Operating (loss)/profit - continuing operations (548) (1,904) (2,452) 34,320 --------- ------- -------- ------- Costs of fundamental restructuring of continuing operations 4 (6,278) (3,344) -------- ------- (Loss)/profit on ordinary activities before finance costs (8,730) 30,976 Finance costs - interest (net) 6 (3,060) (4,448) - refinancing costs 7 (2,260) - -------- ------- (Loss)/profit on ordinary activities before taxation (14,050) 26,528 Tax on (loss)/profit on ordinary activities 8 3,907 (7,690) -------- ------- (Loss)/profit for the financial year (10,143) 18,838 -------- ------- Dividends paid and proposed on equity and non-equity shares 9 (1,585) (8,028) ------------------------------------------------------------------------------ (Loss)/profit for the year transferred (from)/to reserves (11,728) 10,810 ------------------------------------------------------------------------------ Headline (loss)/earnings per ordinary share 10 (8.4)p 79.9p Basic (loss)/earnings per ordinary share 10 (35.5)p 66.1p Diluted (loss)/earnings per ordinary share 10 (35.5)p 65.4p B. GROUP BALANCE SHEETS At 31 March 2002 Group 2002 2001 Notes £'000 £'000 ------------------------------------------------------------------------------ Fixed assets Intangible 12 14,065 14,844 Tangible assets 41,232 49,335 --------- --------- 55,297 64,179 --------- --------- Current assets Stocks 35,735 58,982 Debtors 52,344 70,704 Investments 1,482 - Cash at bank and in hand 13,090 18,632 --------- --------- 102,651 148,318 --------- --------- Creditors: amounts falling due within one year Borrowings (2,897) (15,454) Trade creditors and provisions (34,995) (63,814) --------- --------- (37,892) (79,268) --------- --------- Net current assets 64,759 69,050 --------- --------- Total assets less current liabilities 120,056 133,229 Creditors: amounts falling due after more than one year Borrowings (60,602) (61,591) Other liabilities - (21) Provisions for liabilities and charges (139) - ------------------------------------------------------------------------------ Net assets 59,315 71,617 ------------------------------------------------------------------------------ Capital and reserves Called-up share capital (inc. non-equity) 7,231 7,223 Reserves 52,084 64,394 ------------------------------------------------------------------------------ Total capital employed 59,315 71,617 ------------------------------------------------------------------------------ Gearing 85.0% 81.6% C. Consolidated Cash Flow Statement For the year ended 31 March 2002 2002 2001 £'000 £'000 £'000 £'000 ------------------------------------------------------------------------------ Net cash inflow from operating activities 30,222 24,506 (see note 13a) Return on investments and servicing of finance Interest received 305 898 Interest paid (2,862) (4,847) Refinancing costs (347) - Interest element of finance lease rentals (12) - Preference dividends paid (6) (3) Net cash outflow from returns on investments and servicing of finance (2,922) (3,952) Taxation UK corporation tax paid (700) (626) Overseas tax paid (3,469) (5,894) Tax paid (4,169) (6,520) Capital expenditure Purchase of tangible fixed assets (5,084) (14,419) Sale of tangible fixed assets and current asset investments 689 870 Net cash outflow from capital expenditure (4,395) (13,549) Acquisitions and disposals Purchase of subsidiary undertakings (4,015) (2,155) Net cash outflow from acquisitions (4,015) (2,155) Equity dividends paid (6,893) (7,529) ------------------------------------------------------------------------------ Cash inflow/(outflow) before financing 7,828 (9,199) Financing Issue of ordinary share capital 121 801 (Decrease)/increase in short term borrowings (590) 15,381 Capital element of finance lease rentals (138) - Net cash (outflow)/inflow from financing (607) 16,182 ------------------------------------------------------------------------------ Increase in cash in year 7,221 6,983 ------------------------------------------------------------------------------ Note 1. Segment information External sales Total sales Turnover by geographical area by destination by source 2002 2001 2002 2001 £'000 £'000 £'000 £'000 ------------------------------------------------------------------------------ United Kingdom 49,529 65,500 64,883 74,241 Republic of Ireland 7,340 5,140 34,648 83,977 Other Europe 43,026 95,193 9,362 22,090 ------- ------- ------- ------- Total Europe 99,895 165,833 108,893 180,308 The Americas 112,391 183,322 117,807 194,579 Asia 63,410 69,144 76,257 94,884 Less: Inter-divisional (27,261)(51,472) ------------------------------------------------------------------------------ 275,696 418,299 275,696 418,299 ------------------------------------------------------------------------------ Operating profit, profit before tax and net assets by geographical area and by class of business and turnover by class of business are not given as such disclosure is considered seriously prejudicial to the interests of the Group. Note 2. Other operating expenses (net) 2002 2001 Other operating expenses comprise: £'000 £'000 ------------------------------------------------------------------------------ Selling and distribution expenses 15,518 17,959 Administrative expenses - goodwill amortisation 871 899 - other 17,898 19,295 Other operating income (770) (447) ------------------------------------------------------------------------------ Other operating expenses (net) 33,517 37,706 ------------------------------------------------------------------------------ Note 3. Exceptional operating item 2002 2001 £'000 £'000 ------------------------------------------------------------------------------ Closure of US facility 1,033 - ------------------------------------------------------------------------------ This represents the costs of closure of the Group's US East Coast facility at Dartmouth, Massachussetts and all its associated costs. Note 4 Costs of a fundamental restructuring of continuing operation 2002 2001 £'000 £'000 ------------------------------------------------------------------------------ Restructuring costs of European/UK operations 6,278 3,344 ------------------------------------------------------------------------------ This year's cost represents a fundamental restructuring of the Group's European power cord and infocom assembly operations. The fundamental restructuring has occurred because of the changing nature of its customers which increasingly comprise strategically located intermediary EMSs rather than OEMs. The resultant total cost included the impairment of £1,706,000 of fixed assets. The tax effect of this exceptional item was £979,000 (2001:£319,000). Note 5 Exchange rates The principal exchange rates used in the preparation of the accounts are: Average % Year End % 2002 2001 Change 2002 2001 Change ------------------------------------------------------------------------------ United States dollar 1.44 1.48 (2.7%) 1.42 1.42 - Singapore dollar 2.56 2.58 (0.8%) 2.62 2.57 2.0% Euro 1.63 1.63 - 1.63 1.61 1.2% Canadian dollar 2.23 2.22 0.5% 2.27 2.24 1.3% Brazilian real 3.49 2.81 24.2% 3.31 3.08 7.5% Swedish krona 15.00 13.80 8.7% 14.75 14.70 0.3% ------------------------------------------------------------------------------ Note 6 Finance Costs - interest (net) 2002 2001 Net finance costs represent: £'000 £'000 ------------------------------------------------------------------------------ Income receivable on bank deposits (309) (834) Interest payable on bank loans and overdraft 3,369 5,282 ------------------------------------------------------------------------------ Finance costs - net 3,060 4,448 ------------------------------------------------------------------------------ Note 7 Finance costs - refinancing costs Refinancing costs of £2,260,000 (2001 - £nil) represent the expenses incurred on re-negotiating the Group's bank facilities with its major lenders (see post balance sheet event note 14). Note 8 Tax on (loss)/profit on ordinary activities 2002 2001 The tax (credit)/charge is based on the (loss)/profit for the year and comprises: £'000 £'000 ------------------------------------------------------------------------------ Current Tax UK corporation tax (231) 1,640 Foreign tax (2,892) 7,004 Adjustments in respect of prior years Foreign tax (1,346) - ------------------------------------------------------------------------------ Total current tax (4,469) 8,644 Deferred taxation Origination and reversal of timing differences (141) (954) Decrease in estimate of recoverable deferred tax asset 703 - ------------------------------------------------------------------------------ Total deferred tax 562 (954) ------------------------------------------------------------------------------ Total tax on (loss)/profit on ordinary activities (3,907) 7,690 ------------------------------------------------------------------------------ UK and overseas taxation is based on losses for the year and the Group tax credit has been influenced by the differing tax rates in overseas countries. 2002 2001 £'000 £'000 ------------------------------------------------------------------------------ Tax on (loss)/profit of ordinary activities at standard UK corporation tax rate of 30% (2001 - 30%) (4,215) 7,958 Effects of: Expenses not deductible for tax purposes 2,125 2,983 Capital allowances in excess of depreciation 93 516 Timing differences 1,043 669 Utilisation of tax losses (315) - Higher tax rates on overseas earnings (1,854) (3,482) Adjustments to tax charge in respect of previous periods (1,346) - ------------------------------------------------------------------------------ Group current tax (credit)/charge for the year (4,469) 8,644 ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ Note 9 Dividends paid and proposed on equity and non-equity shares 2002 2001 £'000 £'000 ------------------------------------------------------------------------------ Equity shares: Ordinary dividends - prior year final dividend on shares issued after 31 March 2001 under share option schemes 6 26 - interim paid of 5.5p per share (2001 - 9.4p per share) 1,573 2,682 - final proposed of nil p per share (2001 - 18.6p per share) - 5,314 Non-equity shares: Cumulative preference dividends - interim paid 3 3 - final payable 3 3 ------------------------------------------------------------------------------ 1,585 8,028 ------------------------------------------------------------------------------ Note 10 (Loss)/earnings per ordinary share The calculations of (loss)/earnings per share are based on the following (losses)/profits and numbers of shares: 2002 2001 £'000 £'000 ------------------------------------------------------------------------------ (Loss)/profit for the financial year (10,143) 18,838 Preference dividends (6) (6) ------------------------------------------------------------------------------ Basic (loss)/earnings (10,149) 18,832 Goodwill amortisation 871 899 Cost of fundamental restructuring 6,278 3,344 Finance restructuring costs 2,260 - Tax on exceptional items (1,657) (319) ------------------------------------------------------------------------------ Headline (loss)/earnings (2,397) 22,756 ------------------------------------------------------------------------------ Weighted average number of shares: No. of Shares No. of Shares ------------------------------------------------------------------------------ For basic (loss)/earnings per share 28,592,218 28,487,198 Exercise of share options 11,794 303,928 ------------------------------------------------------------------------------ For diluted (loss)/earnings per share 28,604,012 28,791,126 ------------------------------------------------------------------------------ Headline (loss)/earnings per share (full) (8.4)p 79.9p Basic (loss)/earnings per share (full) (35.5)p 66.1p Diluted (loss)/earnings per share (full) (35.5)p 65.4p Headline (loss)/earnings per share has been calculated on the basis of continuing activities before goodwill amortisation, exceptional restructuring costs and exceptional refinancing costs in each case net of tax. The directors consider that this gives a better understanding of the Group's (loss)/earnings. ------------------------------------------------------------------------------ Note 11 Reconciliation of movements in shareholders' funds 2002 2001 £'000 £'000 ------------------------------------------------------------------------------ (Loss)/profit for the financial year (10,143) 18,838 Dividends paid and proposed - see note 9 (1,585) (8,028) ------------------------------------------------------------------------------ (Loss)/profit for the year transferred (from)/to reserves (11,728) 10,810 Currency variations (695) 732 New share capital subscribed 121 801 ------------------------------------------------------------------------------ Net (decrease)/increase in shareholders' funds (12,302) 12,343 Opening shareholders' funds 71,617 59,274 ------------------------------------------------------------------------------ Closing shareholders' funds 59,315 71,617 ------------------------------------------------------------------------------ Note 12 Intangible assets - goodwill £'000 ------------------------------------------------------------------------------ Cost Beginning of year 16,294 Exchange adjustment 105 ------------------------------------------------------------------------------ End of year 16,399 ------------------------------------------------------------------------------ Amortisation Beginning of year 1,450 Charge for the year 871 Exchange adjustment 13 ------------------------------------------------------------------------------ End of year 2,334 ------------------------------------------------------------------------------ Net book value - end of year 14,065 Net book value - beginning of year 14,844 ------------------------------------------------------------------------------ 13 Consolidated cash flow statement a. Reconciliation of operating (loss)/profit 2002 2001 to net cash inflow from operating activities £'000 £'000 ------------------------------------------------------------------------------ Operating (loss)/profit (2,452) 34,320 Depreciation charges 8,517 7,883 Goodwill amortised 871 899 Government grants (434) (565) Profit on sale of tangible fixed assets (258) (186) Decrease/(increase) in stocks 23,698 (9,664) Decrease/(increase) in debtors 19,735 (1,903) Decrease in creditors (17,480) (6,278) Cash impact of fundamental restructuring (1,975) - ------------------------------------------------------------------------------ Net cash inflow from operating activities 30,222 24,506 ------------------------------------------------------------------------------ b. Analysis of net debt: 1 April Other Non-cash Exchange 31 March 2001 Cash Flow Changes Movement 2002 £'000 £'000 £'000 £'000 £'000 ------------------------------------------------------------------------------ Cash at bank ------- and in hand 18,632 (5,365) - (177) 13,090 Overdraft (15,454) 12,586 - 41 (2,827) ------- 7,221 ------- Loans (61,591) 590 - 438 (60,563) Finance Leases - 138 (242) (5) (109) ------- 728 ------------------------------------------------------------------------------ Net debt (58,413) 7,949 (242) 297 (50,409) ------------------------------------------------------------------------------ c. Reconciliation of net cash flow to 2002 2001 movement in net debt: £'000 £'000 ------------------------------------------------------------------------------ Increase in cash in the year 7,221 6,983 Cash outflow/(inflow) from decrease/(increase) in debt & lease financing 728 (15,381) ------------------------------------------------------------------------------ Change in net debt resulting from cash flows 7,949 (8,398) New finance leases (242) - Translation difference 297 (6,211) ------------------------------------------------------------------------------ Movement in net debt in the year 8,004 (14,609) Net debt at 1 April 2001 (58,413) (43,804) ------------------------------------------------------------------------------ Net debt at 31 March 2002 (50,409) (58,413) ------------------------------------------------------------------------------ 14 Post balance sheet event Since the year end the Company has completed the re- negotiation of the terms of its borrowing facilities with its principal bankers (Barclays Bank PLC, Royal Bank of Scotland PLC and Fleet National Bank). These facilities include 80% of medium term multi-currency loans together with short term facilities (i.e. less than 1 year). The medium term loans are for an initial period of two years with the Company having an option for a further one year extension subject to its meeting certain specified conditions. These new facilities, which will be on a secured basis, will increase the average cost of borrowing by the Group by approximately 250 basis points (2.5%) over the average cost of borrowings in the 2002 year, with pre-determined reductions in these margins being agreed against scheduled repayments. In addition, the Company has issued option warrants to the banks in respect of 5% of its issued ordinary share capital exercisable between June 2004 and June 2005 at a 10% premium to the average share price over the 30 day period starting 18 June 2002. The Company considers that the new facilities are adequate for its working capital purposes in the foreseeable future. The costs of this refinancing are set out below, together with the accounting treatment thereof:- £'000 - Expensed direct to profit and loss account (see note 7) 2,260 - to be amortised over loan term 210 ------------------------------------------------------------------------------ Total cost of bank refinancing 2,470 ------------------------------------------------------------------------------ Note 15 Miscellaneous (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 2002 are extracts from the 2002 Group accounts which, if adopted by members in General Meeting on 22 July 2002 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 2001 are extracts from the 2001 Group statutory accounts, which have been reported upon without qualification by the auditors and have been delivered to the Registrar of Companies. This information is provided by RNS The company news service from the London Stock Exchange

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Volex (VLX)
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