Interim Results

Roxboro Group PLC 12 September 2005 Date: Embargoed until 07:00am Monday 12 September 2005 Contacts: Harry Tee - Group Chief Executive Alf Vaisey - Group Finance Director The Roxboro Group PLC Tel: 020 7796 4133 (12/09/05) 01480 447490 (thereafter) Alistair Mackinnon-Musson Philip Dennis Hudson Sandler Tel: 020 7796 4133 Email: roxboro@hspr.co.uk Photographs: Available upon request from Hudson Sandler (see above) THE ROXBORO GROUP PLC INTERIM RESULTS The Roxboro Group PLC, the international specialist electronics group, announces its Interim results for the six months ending 30 June 2005. The Roxboro Group consists of two divisions: Dialight in electronic lighting and Solartron in electronic measurement. Highlights â€¢ Two major disposals have been announced raising ca. Â£70 million â€¢ Planned return of capital to shareholders of up to Â£46.6 million â€¢ Over Â£110 million returned since 2000 â€¢ Group will consist entirely of Dialight Division going forward â€¢ Roxboro name to be changed to Dialight plc â€¢ Dialight's order book up 28% since 01 January 2005 â€¢ Management and Board changes â€¢ Future strategy to be focussed entirely on Dialight's applied LED technology â€¢ Interim dividend being maintained at 3.4 pence per share - dividend going forward will reflect new Group structure Harry Tee, Group Chief Executive, said: 'I am delighted that we have been able to deliver real shareholder value through the disposals announced this year. Added to the earlier disposal of Weston, the price we have achieved exceeds by a significant margin the Group market capitalisation prior to the disposals and leaves us as a highly focussed business in one of the most exciting areas within the electronics industry. That solid state lighting is going to grow strongly over the next decade is not in doubt and as a major player Dialight plc has an enormous opportunity. Our management team is committed to keeping Dialight at the forefront of this fast emerging sector.' We are pleased to report on two significant disposals that have already been announced, together with the very satisfactory operating performance of the Group in the first half of the year. The disposal of Mobrey to Emerson, announced on 17 June 2005 for an anticipated consideration of Â£26.0 million (before adjustments for cash and working capital) and the subsequent recent announcement (on 25 August) of the proposed disposal of the remaining Solartron businesses to Ametek for Â£42.05 million means that on the completion of the Ametek transaction Roxboro will have achieved disposals aggregating to around Â£70 million in the current year. Taking these two disposals with that of Weston in June 2003, the Group will have realised over Â£125 million in cash, a premium of 40% over the market capitalisation of the whole Group prior to the Weston transaction. Subject to shareholders' approval and the agreement of the Court of our previously announced capital reduction plan, it is the Board's intention to return up to Â£46.6 million to ordinary shareholders. Following this return, total cash returned to Shareholders since 2000 will have amounted to over Â£110 million. The remaining Group will be focussed entirely on the applied LED technology sector, with particular emphasis on the emerging market for solid state lighting. Accordingly, the Board believes it is appropriate that the name of the Group is changed to Dialight plc. Operating Results Group turnover for the six months to 30 June 2005 was relatively flat in Sterling terms at Â£58.3 million (2004: Â£59.2 million), although Dialight's order book strengthened by 28% from the start of the year. Group profit before tax was Â£5.4 million (2004: Â£5.7 million). Group operating cash flows were Â£4.2 million representing 75% of operating profit (2004: Â£9.0 million) and adjusted earnings per share 11.2 pence per share (2004: 12.0 pence per share). The Group ended the period with net cash of Â£5.2 million, which was significantly enhanced in July with the receipt of the Mobrey proceeds of Â£26.0 million. The interim dividend will be maintained at 3.4 pence per share and will be paid on 20 October 2005 to shareholders on the register at 23 September 2005. The Board intends that the dividend policy adopted by the Company going forward will be appropriate to reflect the new profile and growth potential of Dialight plc. BUSINESS REVIEW Operationally the Solartron division performed marginally ahead of prior year but with the completion of the Mobrey disposal to Emerson taking place on 15 July and the exchange of contracts for the Ametek transaction on 25 August 2005 it is inevitable that the management team spent a significant proportion of their time on these transactions for much of the first half. Order intake was 3% up on the same period in the prior year with sales up 5%, and at a similar level to the second half of 2004. A continuing good performance at the Metrology business where sales and operating profits exceeded the prior year was offset to some extent by a slightly weaker performance from Mobrey. ISA secured a number of new oil and gas projects resulting in an overall increase in orders received of 36%. Mobrey is now part of Emerson Process Management and, subject to a regulatory clearance and shareholders' approval, the remainder of Solartron will become part of Ametek, another US corporation, before the end of September. Dialight Division The entire business activity of Roxboro will now consist of the Dialight Division. To reflect this, once the disposal of Solartron has completed, the company's name will be changed to Dialight plc. Dialight saw a 28% increase in its order book since the start of the year, with orders received increasing by 11% over the second half of 2004 when the market was particularly strong. This healthy situation reflects the improvement in demand for Dialight's indicator product line, as the general electronics sector improved, however volumes remained lower than those achieved in the first half of 2004. Demand for the indicator product line is driven by electronic component distributors such as Arrow, Allied and Farnell as well as OEMs such as Cisco, Lucent, Nokia and Dell. Although the order book at the end of the period was strong, phasing meant that sales in the first half were marginally lower than the first half last year when demand was particularly strong. Exports to Asia remained constant as production at Contract Manufacturers who produce for the OEMs remained at similar levels but distribution within the USA improved as the US economy gained strength. Gross margins increased slightly on the indicator product line despite some material cost increases resulting from increased fuel costs. The Signals product line showed an 8% growth in orders received even though the first half of 2004 benefited from the substantial one-off contract secured from the FAA. Excluding this contract, underlying growth was therefore around 20%. Sales were constrained in the first quarter by inclement weather and snow storms in the northern states, making it impossible to install traffic signals. Second quarter sales were substantially stronger and sales for the first half were close to the same level of the prior year which included the FAA contract. Demand for obstruction lights incorporating solid state lighting technology continued to increase as the benefits of this new technology became apparent to users of broadcast towers and other end-user customers. A trading agreement was signed with Flash Technologies, the US market leader in obstruction lighting, and sales through Flash grew steadily in the first half. Strong demand for obstruction lights also drove good growth in Europe for Signals products. European demand for solid state traffic signals has been slow to take off but growth through OEMs is expected to increase as the new Eclipse product range comes into production. Dialight performed less well in its European operations as a result of delays in getting the new Eclipse traffic signal fully approved and accepted by regulatory authorities and OEMs. Sales of solid state lighting rail signals continues to grow steadily with new business from New York City Transit for a further consignment of signals and in Europe with the Danish Rail. Dialight has introduced a number of high-end illumination products and is working with Rosco, Hydrel and Polaris. Solid state lighting is likely to be used initially in low cost feature lighting which will quickly become commoditised as volumes increase. There are, however, many applications where the need is for a more sophisticated product and it is in this market Dialight has introduced its first illumination products. By way of example, working with Hydrel, an installation was completed at the Wynn Resort in Las Vegas in which Dialight provided underwater lighting with SpectramixTM colour mixing technology for the 'Lake of Dreams', the key central entertainment feature. Many other similar colour mixing projects are expected to be developed by lighting engineers over the next few years and Dialight anticipates taking a significant share of this emerging market. Tunnel and bridge lighting applying either colour or white light will also grow the use of solid state lighting as safety and longevity are imperatives in this, as in other, applications. Dialight is launching a range of solid state explosion-proof fixtures in conjunction with Crouse Hinds, part of Cooper Industries, and the US market leader for lighting in hazardous environments. These will be used in environments such as oil refineries and mining. Strong demand for obstruction lights, particularly in Poland, was encouraging and projects with Danish railways should bring future benefits. The overall Dialight results were disadvantaged in the first half by increased pension contributions at BLP, its UK subsidiary. Strategy The disposal of the Solartron businesses marks the end of Roxboro's involvement in electronic measurement technology, a strategy, which has led to the realisation of over Â£125 million in shareholder value through a series of disposals over the past two years. The remaining Group is now highly focussed, based on a single core business, namely Dialight and to reflect this, the Group's name will therefore shortly be changed to Dialight plc, when a corporate strategy, based entirely on the applied LED technology and in particular solid state lighting, will be pursued. Dialight plans to expand geographically, strengthening its position in Europe and most importantly will seek to advance a leadership position in the emerging solid state lighting market. The Board believes LED technology will increasingly be seen as a disruptive technology in the lighting industry and Dialight plans to occupy the space between the LED producers and the fixture manufacturers who have little or no knowledge of applied LED technology. Dialight is already one of the largest users of LEDs in the world and will continue to develop relationships with lighting companies, adding value to the LED and supplying solid state lighting modules to the fixture producers. Board Changes Following the proposed disposal of Solartron, as announced on 25 August, the Board will be reorganised and after eight years as Chairman it is appropriate that I retire at the EGM to be held on 29 September and be succeeded as Chairman by Harry Tee, who will hand over his duties as Group Chief Executive to Roy Burton, who has led Dialight for the past three years. Jeff Hewitt will become Deputy Chairman and Robert Jeens, together with Bill Whiteley, will remain as non-executive directors. Alf Vaisey, currently Finance Director, will also retire from the Board, to be succeeded by Cathy Buckley who has worked with Alf for the past six years and who also has been the Company Secretary. Cathy is a Chartered Accountant who qualified with KPMG, spending 12 years with the firm post qualification prior to joining Roxboro. On behalf of the Board and all shareholders, I would like to pay tribute to Alf's work and to thank him for the enormous contribution he has made to the Group over the past nine years and in seeing through the Board's strategy. Outlook There has been no significant change in the markets serviced by the Group since the preliminary results announcement in March 2005. The electronics sector improved in the first half of the current year when compared with the second half in the prior year, and the resulting growth in demand for Dialight's indicator products experienced in the first half is expected to continue through the second half. Taken together with encouraging demand for Dialight's solid state lighting products, the prospects for Dialight remain positive. Overall, the Board views the future of Dialight with confidence as it pursues its strategy focussed entirely on solid state lighting technology and the high growth opportunities it brings in order to generate long-term Shareholder value. SIR ALAN COCKSHAW INTERNATIONAL FINANCIAL REPORTING STANDARDS The European Union has approved the application of International Financial Reporting Standards (IFRS) for listed companies for periods beginning on or after 1 January 2005. Roxboro has adopted IFRS from 1 January 2005, having previously reported its financial results under UK GAAP. As permitted under IFRS1, the Group deferred the adoption of IAS 32, Financial Instruments: Disclosure and Presentation and IAS 39, Financial Instruments: Recognition and Measurement, until 1 January 2005. The comparative information for the year ended 31 December 2004 and the six months ended 30 June 2004 have been restated to apply IFRS with the exception of IAS 32 and IAS 39. Schedules are included at Appendix 1. Set out in Appendix 2 are the Group Profit and Loss Accounts, Balance Sheets and Cashflow Statements under UK GAAP. CONSOLIDATED INCOME STATEMENT For the period ended 30 June 2005 (unaudited) 6 months ended 6 months ended 12 months ended 30 June 2005 30 June 2004 31 December 2004 Â£'000 Â£'000 Â£'000 Revenue - Continuing operations 25,820 28,157 55,268 - Discontinued operations 32,501 31,025 63,584 58,321 59,182 118,852 Cost of sales (39,507) (39,680) (78,418) Gross Profit 18,814 19,502 40,434 Distribution costs (7,512) (7,891) (15,760) Administrative expenses (5,739) (5,848) (11,959) Operating profit - Continuing operations 1,516 1,770 4,455 - Discontinued operations 4,047 3,993 8,260 5,563 5,763 12,715 Net finance costs (213) (109) (189) Profit before tax - Continuing operations 1,404 1,679 4,299 - Discontinued operations 3,946 3,975 8,227 5,350 5,654 12,526 Taxation (1,972) (2,039) (4,290) Profit for the year attributable to shareholders - Continuing operations 608 828 2,249 - Discontinued operations 2,770 2,787 5,987 3,378 3,615 8,236 Earnings per share Basic 11.2p 12.0p 27.4p Diluted 11.1p 11.9p 27.1p The accompanying Notes form an integral part of these Interim Financial Statements CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE For the period ended 30 June 2005 (unaudited) 6 months ended 6 months ended 12 months ended 30 June 2005 30 June 2004 31 December 2004 Â£'000 Â£'000 Â£'000 Exchange difference on 833 (510) (1,077) translation of foreign operations Actuarial losses on defined (612) (596) (1,194) benefit pension schemes Tax on items taken directly in 269 170 340 equity Net expense recognised directly 490 (936) (1,931) in equity Profit for the period 3,378 3,615 8,236 Total recognised income and 3,868 2,679 6,305 expense for the period The accompanying Notes form an integral part of these Interim Financial Statements STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY For the period ended 30 June 2005 (unaudited) 6 months ended 6 months ended 12 months ended 30 June 2005 30 June 2004 31 December 2004 Â£'000 Â£'000 Â£'000 Shareholders' equity at start of 50,487 47,553 47,553 period Impact of adoption of IAS32 and 39 (2,090) - - At start of period restated 48,397 47,553 47,553 Total recognised income and 3,868 2,679 6,305 expense for the period Dividends (2,288) (2,112) (3,178) Issue of ordinary shares - 73 75 B Shares redeemed - (89) (268) Shareholders' equity at 30 June 49,977 48,104 50,487 2005 CONSOLIDATED BALANCE SHEET As at 30 June 2005 (unaudited) 30 June 2005 30 June 2004 31 December 2004 Â£'000 Â£'000 Â£'000 Non-current assets Intangible assets 4,096 18,054 19,254 Property, plant & equipment 5,922 12,284 11,463 Deferred tax asset 2,618 3,187 2,619 12,636 33,525 33,336 Current assets Inventories 8,392 15,026 15,404 Trade and other receivables 12,642 24,741 25,363 Cash and cash equivalents 1,711 5,787 6,819 Assets classified as held 49,054 - - for resale 71,799 45,554 47,586 Current liabilities Trade and other payables (7,472) (16,144) (16,644) Loans and borrowings - (37) (51) Tax liabilities (767) (1,628) (977) Liabilities classified as (13,467) - - held for resale Net current assets 50,093 27,745 29,914 Total assets less current 62,729 61,270 63,250 liabilities Non-current liabilities Trade and other payables (800) (1,912) (1,667) falling due after more than one year Retirement benefit (9,681) (11,190) (11,030) obligations Loans and borrowings (2,232) - - Deferred tax liability (39) (64) (66) Net assets 49,977 48,104 50,487 Equity Called-up share capital 569 3,027 2,849 Share premium account 6,049 6,049 6,049 Retained earnings 2,940 (1,165) 1,217 Capital redemption reserve 40,419 40,193 40,372 Equity attributable to the 49,977 48,104 50,487 shareholders of the parent CONSOLIDATED CASH FLOW STATEMENT For the period ended 30 June 2005 (unaudited) 6 months ended 6 months ended 12 months ended 30 June 2005 30 June 2004 31 December 2004 Â£'000 Â£'000 Â£'000 Cash flows from operating activities Operating profit 5,563 5,763 12,715 Depreciation and other 846 1,494 2,993 amortisation (Increase)/Decrease in (116) 894 238 inventories (Increase)/Decrease in trade (2,923) 379 (1,076) and other receivables Increase in trade and other 828 503 654 payables Cash generated from 4,198 9,033 15,524 operations Net interest payable (256) (113) (189) Income tax expense (1,263) (1,375) (3,583) Operating cash flow 2,679 7,545 11,752 Cash flows from investing activities Capital expenditure and (1,429) (665) (1,299) financial investment Development costs (1,020) (921) (2,129) Proceeds from sale of - 5 13 tangible fixed assets Purchase of intangible - (50) - assets Net cash used in investing (2,449) (1,631) (3,415) activities Free cash flow 230 5,914 8,337 Cash flow from financing activities Proceeds from the issue of - 73 74 share capital B Shares redeemed (48) (89) (267) Dividends paid (2,288) (2,112) (3,135) Net cash used in financing (2,336) (2,128) (3,328) activities Net (decrease)increase in (2,106) 3,786 5,009 cash and cash equivalents Cash and cash equivalents at 6,768 1,968 1,968 the beginning of the period Effect of exchange rates in 514 (4) (209) cash Cash held as asset held for (3,465) - - sale Cash and cash equivalents at the end of the period 1,711 5,750 6,768 Significant Accounting Policies For the period ended 30 June (unaudited) Basis of preparation The Interim Financial Statements the interim consolidated financial statements of the Group for the six months to 30 June 2005 prepared in accordance with the accounting policies set out below. From 1 January 2005, the Group is required to prepare consolidated financial statements in accordance with accounting standards adopted for use in European Union ('EU'). The Group previously prepared consolidated financial statements in accordance with UK GAAP until 31 December 2004. Details with respect to the Group's transition from UK GAAP to IFRS, including accounting policies used, reconciliations and descriptions of the effect of the transition on the Group's net income, equity, and cash flows are provided in Appendix 1. The financial information presented in this statement has been prepared by applying all IFRS that have been published to date that are applicable to the Group, including International Accounting Standard (IAS) and interpretations issued by the International Accounting Standards Board (IASB) and its committees. These are subject to amendment by the IASB and subsequent endorsement by the European Commission and are therefore subject to possible change. This could result in the need to change the basis of accounting or presentation of certain financial information from that presented in this announcement. It is possible, therefore, that further changes will be required before final comparative information for the year ending 31 December 2005 is published. The financial information presented now is unaudited. The financial statements have been prepared on the historical cost basis, except for the revaluation of certain financial instruments. The significant accounting policies are set out below. These policies have been consistently applied to all the periods presented except for those relating to the classification and measurement of financial instruments. The Group has made use of the exemption under IFRS 1 'First Time Adoption of International Financial Reporting Standards' to only apply IAS 32 'Financial Instruments: Disclosure and Presentation', and IAS 39 'Financial Instruments: Recognition and Measurement', with effect from 1 January 2005. The policies applied to Financial Statements for 2004 and 2005 are disclosed separately below. The impact of the implementation of IAS 32 and IAS 39 on equity as at 1 January 2005 is provided in Note 8. These Interim Financial Statements do not comprise statutory accounts within the meaning of Section 240 of the Companies Act 1985. The comparative figures for the year ended 31 December 2004 are not the company's statutory accounts for that financial year. Those accounts, which were prepared under UK Generally Accepted Accounting Practices, have been reported on by the company's auditors. The statutory accounts for the year ended 31 December 2004 have been delivered to the Registrar of Companies and include an audit report which was unqualified and did not contain a statement under either Section 237(2) or 237(3) of the Companies Act 1985. Basis of consolidation Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the consolidated financial statements from the date control commences until the date that control ceases. Segmental reporting The Group's primary reporting format is business segments and its secondary format is geographical segments. A business segment is a component of the Group that is engaged in providing a group of related products and is subject to risks and returns that are different from those other business segments. A geographical segment is a component of the Group that operates within a particular economic environment and this is subject to risks and returns that are different from those of components operating in other economic environments. Goodwill Business combinations are accounted for by applying the purchase method. The excess of the cost of the business combination over the acquirer's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities, recognised in accordance with IFRS 3 constitutes goodwill, and is recognised as an asset. Where this excess is negative, it is recognised directly in the income statement. After initial recognition, goodwill is measured at cost less any accumulated impairment losses, until disposal or termination of the previously acquired business (including planned disposal or termination where there are indications that the value of the goodwill has been permanently impaired), when the profit and loss on disposal or termination will be calculated after charging the gross amount, at current exchange rates, of any such goodwill through the income statement. Goodwill is allocated to cash generating units and is no longer amortised but is tested at least annually for impairment. Goodwill arising on acquisition before 1 January 2004, the date of transition to International Financial Reporting Standards, has been retained at the previous UK GAAP amounts, subject to being tested for impairment at that date. The Group's policy up to and including 31 December 1997 was to eliminate goodwill arising upon acquisitions to reserves. Under IFRS 1 and IFRS 3, such goodwill will remain eliminated against reserves and is not included in determining any subsequent profit or loss on disposal. Intangible assets excluding goodwill Intangible assets are valued at cost less any accumulated amortisation and any accumulated impairment losses. Costs that are directly associated with identifiable development projects whereby research findings are applied to a plan or design for the production of new or substantially improved products and processes is capitalised if the product or process is technically and commercially feasible and the Group has sufficient resources to complete the development. The expenditure capitalised includes the cost of material, direct labour and an appropriate proportion of overheads. Intangible assets will be amortised over their useful lives, which for current projects are between five and ten years. Expenditure on research activities is recognised in the income statement as an expense is incurred. Current assets and liabilities held for sale Current assets and liabilities are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than through continuing use. This condition is met when the sale is highly probable, the asset is available for immediate sale in its present condition, and management are committed to the asset disposal. Current assets classified as held for sale, are measured at the lower of carrying amount and fair value less costs to sell. Inventories Inventories are measured at the lower of cost and net realisable value. The cost of inventories comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their location and condition at the balance sheet date. Items are valued using the first in, first out method. When inventories are used, the carrying amount of those inventories are recognised as an expense in the period in which the related revenue is recognised. Provision for write-downs to net realisable value and losses of inventories are recognised as an expense in the period in which the write-down or loss occurs. Reversals are recognised as a reduction in the amount of inventories recognised as an expense in the period in which the reversal occurs. Provisions A provision is recognised when there is a present legal or constructive obligation as a result of a past event; it is probable that an outflow of economic benefits will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation. If these conditions are not met, no provision is recognised. Retirement benefit obligations The Group has various defined benefit pension and defined contribution pension plans. Payment to defined contribution pension plans are charged as an expense as they fall due. The Group's net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any plan assets deducted. The calculation is performed by independent qualified actuaries. All actuarial gains and losses as at 1 January 2004, the date of transition to IFRS's, were recognised in the balance sheet. In respect of actuarial gains and losses that arise subsequent to 1 January 2004 in calculating the Group's obligation in respect of each plan, they are recognised in full in the period in which they occur. They are recognised outside the income statement, and are presented in the statement of recognised income and expense. Past service cost is recognised immediately to the extent that the benefits have already vested, and otherwise is amortised on a straight-line basis over the average period until the benefits become vested. The retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligation as reduced by the fair value of scheme assets. Any assets resulting from this calculation is limited to past service cost, plus the present value of any refunds and reductions in future contributions to the plan. Taxation Current taxes for current and prior methods, to the extent unpaid, are recognised as a liability. If the amount already paid in respect of current and prior periods exceeds the amount due for those periods, the excess is recognised as a current asset. Deferred taxes are provided in full using the balance sheet liability method, on temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred taxes are not calculated on the following temporary differences: (i) the initial recognition of goodwill and (ii) the initial recognition of assets and liabilities that affect neither accounting nor taxable profit. The amount of deferred tax provided is bases on the expected basis of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the unused tax losses and credits can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Foreign currency translation Income statements of foreign entities are translated into sterling at the weighted average exchange rates for the period and balance sheets are translated into sterling at the exchange rate ruling on the balance sheet date. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as local currency assets and liabilities of the foreign entity and are translated at the closing rate. Foreign currency transactions are accounted for at the exchange rate prevailing at the date of the transactions. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Exchange movements arising from the re-translation at closing rates of the opening balance sheets and results of subsidiaries are taken to the translation reserve. Other exchange movements are taken to the income statement. Equity Where the Company (or its subsidiaries) re-acquires its own equity instruments, those instruments are deducted from equity as treasury shares. Where such equity instruments are subsequently sold, any consideration received is recognised in equity. Financial instruments and hedge accounting From 1 January 2004 to 31 December 2004, financial instruments used as hedges in the financing and financial risk management of the Group were accounted for as follows: Forward foreign exchange contracts which hedged currency assets and liabilities were recognised in the financial statements together with the assets and liabilities they hedged. The contract rate was used for translation. Foreign exchange contracts which hedged future sales and purchases were not recognised in the financial statements until the transaction they hedged was itself recognised. If a foreign exchange ceased to be hedge, then any gain or loss was taken to the income statement. From 1 January 2005, in accordance with IAS 39, financial instruments are recorded initially at fair value. Subsequent measurement depends upon the designation of the instrument. Foreign exchange contracts are classified as held for trading. Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised directly in equity and any ineffective portion is recognised immediately in the income statement. If the cash flow hedge is a firm commitment or forecasted transaction results in the recognition of an asset or a liability, then, at the time the asset or liability is recognised, the associated cumulative gain or loss is removed from equity and recognised in the income statement in the same period or periods which the hedged forecast transaction affects profit or loss. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss recognised in equity is transferred to net profit or loss for the period. The fair values of derivative financial instruments are determined based on market forward interest and exchange rates at the balance sheet date. The impact of this change in accounting policy is detailed in Note 8. Share capital Share capital is classified as a liability if it is redeemable or if dividends are not discretionary. Dividends thereon are recognised in the income statement as interest expense. Dividends Dividends on preference shares are recognised as a liability and expressed on an accruals basis. Other dividends are recognised as a liability in the period in which they are declared. Net Financing Costs Net financing costs comprise interest receivable, interest payable on borrowings interest on pension assets and liabilities, dividends on redeemable preference shares, foreign exchange gains and losses, and gains and losses on hedging instruments that are recognised in the income statement. 2. Assets held for sale On 17 June 2005 and 25 August 2005 the Group announced the sale of the Mobrey division and Solartron division respectively. The results of the Mobrey and Solartron divisions are shown as discontinued operations on the Consolidated Income Statement. At 30 June 2005 the Mobrey and Solartron divisions comprised assets (including goodwill) of Â£49,054,000 and liabilities of Â£13,467,000. These amounts have been classified and assets and liabilities held for sale on the balance sheet. 3. Net finance costs 6 months ended 6 months ended 12 months ended 30 June 2005 30 June 2004 31 December 2004 Â£'000 Â£'000 Â£'000 Interest income 24 - 5 Net foreign exchange gain - - - Expected return on assets in 897 874 1,741 the pension scheme 921 874 1,746 Interest expense (39) (11) - Net foreign exchange losses (47) - - Interest charge on pension (1,048) (970) (1,935) scheme liabilities Net finance cost (213) (107) (189) 4. Taxation The tax charge of Â£1,972,000 for the half year to 30 June 2005 reflects the anticipated effective tax rate for the year ending 31 December 2005. 5. Dividends The directors have declared an interim dividend of 3.4p (2004: 3.4p) payable 20 October 2005 to shareholders on the register on 23 September 2005. 6. Earnings per share 2005 2004 2004 6 months ended 6 months ended 12 months ended 30 June 30 June 31 December Â£'000 Â£'000 Â£'000 Profit on ordinary activities 3,378 3,615 8,236 after taxation Number Number Number Weighted average number of shares 30,102,090 30,080,700 30,091,000 Diluted effect of share options 353,800 174,600 248,000 Diluted weighted average number of 30,455,890 30,255,300 30,339,000 shares Pence Pence Pence Basic earnings per share 11.2 12.0 27.4 Diluted earnings per share 11.1 11.9 27.1 7. Intangible assets Concessions, Goodwill Development Total patents, costs licences and trademarks Â£'000 Â£'000 Â£'000 Â£'000 Costs Balance at 1 January 2005 573 15,555 3,772 19,900 Other acquisitions - - - 1,020 1,020 internally developed Transferred to assets held - (12,165) (3,807) (15,972) for sale Effects of foreign exchange - (156) - (156) movement Balance at 30 June 2005 573 3,234 985 4,792 Amortisation and impairment losses Balance at 1 January 2005 (398) - (248) (646) Amortisation for the period (95) - (123) (218) Transferred to assets held for sale - - 168 168 Balance at 30 June 2005 (493) - (203) (696) Carrying amounts At 30 June 2005 80 3,234 782 4096 At 31 December 2004 175 15,555 3,524 19,254 8. Reconciliation of movement Share Share Translation Capital Retained Total in shareholders equity capital premium reserve redemption earnings reserve Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Balance at 1 January 2005 2,849 6,049 (1,077) 40,372 2,294 50,487 Impact of adoption of IAS32 and (2,280) - - - 190 (2,090) 39 At 1 January 2005 as restated 569 6,049 (1,077) 40,372 2,484 48,397 Profit for the period attributable to equity holders - - - - 3,378 3,378 of the company Net expense recognised directly in equity (See Statement of - - 833 - (343) 490 Recognised Income and Expense) Dividends to shareholders - - - - (2,288) (2,288) Transfer to capital redemption - - - 47 (47) - Balance at 30 June 2005 569 6,049 (244) 40,419 3,184 49,977 Balance at 1 January 2004 3,115 5,976 - 40,104 2,473 51,668 Impact of adoption of IFRS - - - - (4,115) (4,115) At 1 January 2004 as restated 3,115 5,976 - 40,104 (1,642) 47,553 Profit for the period attributable to equity holders - - - - 8,236 8,236 of the company Net expense recognised directly in equity (See Statement of - - (1,077) - (854) (1,931) Recognised Income and Expense) New share issue 2 73 - - - 75 Transfer to capital redemption (268) - - 268 (268) (268) reserve Dividends to shareholders - - - - (3,178) (3,178) Balance at 31 December 2004 2,849 6,049 (1,077) 40,372 2,294 50,487 Appendix 1 EXPLANATION OF THE TRANSITION TO IFRS APPLICATION OF IFRS 1 The Group's financial statements for the year ended 31 December 2005 will be the first annual financial statements that comply with International Financial Reporting Standards 'IFRS'. These Financial Statements have been prepared as described in the Statement of Significant Accounting Policies - Basis of Preparation, being the policies which the Group expects to adopt in its 2005 Consolidated Financial Statements. The Group's transition date is 1 January 2004. The Group prepared its opening IFRS balance sheet as at the date. The reporting date of these Interim Financial Statements is 30 June 2005. The Group's IFRS adoption date is 1 January 2005. In preparing these Interim Financial Statements, the Group has applied the mandatory exemptions and certain of the optional exemptions from full retrospective application of IFRS. BASIS OF ACCOUNTING - TRANSITION TO IFRS First time adoption of IFRS (IFRS 1) This Standard has been issued to assist the first time adoption of IFRS. The Standard allows alternative treatments for certain areas of the financial statements during the initial transition period: Business combinations The Group has made the elective exemption that allows goodwill in respect of acquisitions made prior to 1 January 2004 to remain as stated under UK GAAP. IAS 38, Intangible Assets IAS 38 requires the costs incurred on development projects that meet certain criteria to be recognised as intangible assets in the balance sheet. The Group's policy under UK GAAP is to expense all such costs as they are incurred. The application of the IAS 38 criteria results in the costs of a number of current and recent development projects being recognised as intangible assets in the balance sheet under IFRS. However, it has not been possible in all cases to assess accurately whether costs expensed under UK GAAP prior to the IFRS transition date met the IAS 38 criteria for recognition at the time they were incurred. IFRS does not permit such assessments to be performed retrospectively and with the benefit of hindsight, so where contemporary records were insufficiently detailed or unavailable it has not been possible to recognise the asset under IAS 38. Procedures are now in place to monitor research and development projects against the IAS 38 criteria and recognise their costs as intangible assets when they meet those criteria. Under IAS 38, intangible assets will be amortised over their useful lives, which for current development projects are between five and ten years. The Group does not expect any of its intangible assets to have indefinite useful lives. Employee benefits IFRS requires that a balance sheet asset or liability must be shown in respect of defined benefit pension schemes. Actuarial gains and losses arise when the actual returns on scheme assets differ from those initially expected by the actuary. The Group will adopt the exemption in IFRS 1 allowing all actuarial gains and losses arising before 1 January 2004 to be shown in the opening balance sheet at 1 January 2004. In the future, actuarial gains and losses will be included in the Statement of Recognised Income and Expense. Cumulative translation differences In the Group financial statements the results of overseas subsidiaries are translated into Sterling at the average exchange rate. The balance sheet is translated at the closing rate. This leads to exchange gains and losses being generated on consolidation. IFRS requires translation differences on the revaluation of the assets and liabilities of overseas subsidiaries to be taken directly to reserves. On the disposal of an overseas entity, exchange differences previously taken to reserves will be transferred to the income statement as part of the profit/loss on disposal of that entity. The elective exemption in IFRS 1 means that any translation differences prior to the date of transition (1 January 2004) do not need to be analysed retrospectively and so the deemed cumulative translation differences at this date can be set to Â£nil. Thus, any cumulative translation differences arising prior to the date of transition are excluded from any future profit/loss on disposal of any entities. The Group will adopt this exemption. Share-based payment (IFRS 2) The Group has chosen to adopt the exemption whereby IFRS 2, Share-Based Payment, is applied only to awards made after 7 November 2002. Financial instruments (IAS 32 and 39) The Group has chosen to adopt the exemption delaying the implementation of IAS 32, Financial Instruments: Disclosure and Presentation, and IAS 39, Financial Instruments: Recognition and Measurement. These will be first applied in the year ending 31 December 2005. Presentation of financial information The primary statements within the financial information contained in this document have been presented in accordance with IAS 1, Presentation of Financial Statements. Segmentation Under IAS 14, Segment Reporting, the Group's existing geographical segments reported under UK GAAP will remain the primary reported segments. EXPLANATION OF IFRS ADJUSTMENTS The following paragraphs explain the key adjustments made to the financial results for the year ended 31 December 2004, in order to reflect IFRS. Employee benefits (IAS 19) Long term The primary long term employee benefits are pensions, which were accounted for under SSAP 24 with accompanying disclosures prepared using FRS 17. Under SSAP 24, the costs of providing benefits was charged against the operating profit over the period during which the Group expected to benefit from the employees services. The application of SSAP 24 resulted in a prepayment of Â£0.6m as at 31 December 2004, and this asset is eliminated as a result of the adoption of IAS 19. The IAS 19 approach is similar to FRS 17. In summary, IAS 19 requires that the Group's pension deficits be recorded as balance sheet liabilities. The Group has elected to adopt the amendment to IAS 19, which allows the impact of changes in the actuarial value of the deficits to be recorded in the Statement of Recognised Income and Expenses rather than the income statement. Annual charges to the income statement will comprise service costs and a finance cost. The following is a table summarising the main impacts of IAS 19, FRS 17 and SSAP 24 with regard to the pension schemes. Profit and loss Profit and loss account account 6 months ended Year ended 31 30 June 2004 December 2004 IAS 19 SSAP24 IAS 19 SSAP 24 Â£'000 Â£'000 Â£'000 Â£'000 Defined benefit schemes UK 992 916 497 434 US (193) 438 (184) 334 Pre-tax cost 799 1354 313 768 Balance sheet Balance sheet 31 December 2004 30 June 2004 IAS 19 FRS17 IAS 19 FRS17 Â£'000 Â£'000 Â£'000 Â£'000 Defined benefit schemes UK (8,548) (8,548) (7,836) (7,836) US (2,482) (2,482) (3,354) (3,354) Deficit in the scheme (11,030) (11,030) (11,190) (11,190) Deferred tax asset 3,507 3,507 3,626 3,626 Net pension liability (7,523) (7,523) (7,564) (7,564) Business combinations and goodwill (IFRS 3) A business combination occurs when one entity gains control of another. The acquired assets and liabilities should be stated at fair value in the books of the acquirer (if appropriate) or in the Group accounts. The excess of the purchase price over the cost is classified as goodwill on the face of the balance sheet in the Group accounts. Goodwill should not be amortised but should be reviewed, at least annually, for impairment and carried in the balance sheet at cost less any accumulated impairment losses. For goodwill already in existence at the transition date to IFRS the goodwill amortisation already recognised will not be adjusted. The impact on the income statement for the year ended 31 December 2004 is that goodwill amortisation of Â£0.9m that was previously charged during 2004 is now removed. Events after the balance sheet date (IAS 10) Under IAS 10, dividends on ordinary shares declared after the balance sheet date should not be accrued. This is a change from the current treatment under UK GAAP. This means that each dividend will be charged in the period in which it is approved rather than in the period to which it relates. Income taxes (IAS 12) Under UK GAAP deferred tax was provided on the basis of timing differences between accounting profit and taxable profit. IAS 12 requires that deferred taxation is based on temporary differences between the carrying value of an asset or liability and its tax base. The impact of IFRS on the total tax charge to the Group's Income Statement for the year ended 31 December 2004 is an increase of Â£828,000 to Â£4.3m. The effective tax rate for the Group is unchanged at 34.0%. 31.12.04 30.06.04 Tax charge Tax charge Â£'000 Â£'000 Total tax charge under UK GAAP 3,462 1,598 Total tax charge under IFRS Increase in deferred tax on employee 217 178 benefits Increase in deferred tax on 611 263 capitalised development costs Total tax charge under IFRS 4,290 2,039 The impact of IFRS on deferred tax in the balance sheet is as follows: 2004 2004 At 31 December At 30 June Â£'000 Â£'000 Net deferred tax asset - UK GAAP 316 426 IFRS adjustments: Deferred tax on pension deficit 3,508 3,625 Deferred tax on development costs (1,046) (711) Rollover Gain (159) (153) Net deferred tax asset - IFRS 2,619 3,187 Net deferred tax liability - UK - - GAAP IFRS adjustments: Rollover Gain 41 47 Deferred tax on development costs 25 17 Net deferred tax liability - IFRS 66 64 Other changes There are a number of other minor changes. These have no material effect on either reported profits or net assets. DISTRIBUTABLE RESERVES The Company has considerable distributable reserves under both UK GAAP and IFRS. CONSOLIDATED INCOME STATEMENT For the year ended 31 December 2004 IFRS adjustments Development Employee UK GAAP Costs Benefits Goodwill IFRS Â£'000 (unaudited) (unaudited) (unaudited) (unaudited) Â£'000 Â£'000 Â£'000 Â£'000 Revenue 118,852 118,852 Cost of sales (80,521) 1,987 116 - (78,418) Gross Profit 38331 1,987 116 - 40,434 Distribution costs (15,777) - 17 - (15,760) Administrative (13,501) - 616 926 (11,959) expenses Operating profit 9,053 1,987 749 926 12,715 Financial income 5 - - - 5 Financial expenses - - (194) - (194) Net financing income 5 - (194) - (189) Profit before tax 9,058 1,987 555 926 12,526 Income tax expense (3,462) (611) (217) - (4,290) Profit for the year 5,596 1,376 338 926 8,236 attributable to shareholders Earnings per share Basic 18.3p 27.4p Diluted 18.2p 27.1p CONSOLIDATED INCOME STATEMENT For the half year ended 30 June 2004 IFRS adjustments Development Employee UK GAAP Costs Benefits Goodwill IFRS Â£'000 (unaudited) (unaudited) (unaudited) (unaudited) Â£'000 Â£'000 Â£'000 Â£'000 Revenue 59,182 - - - 59,182 Operating profit 3,879 868 553 463 5,763 Net financing costs (11) - (98) - (109) Profit before tax 3,868 868 455 463 5,654 Income tax expense (1,598) (263) (178) - (2,039) Profit for the year 2,270 605 277 463 3,615 attributable to shareholders Earnings per share Basic 7.4p 12.0p Diluted 7.4p 11.9p CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE For the year ended 31 December 2004 IFRS adjustments Development Employee UK GAAP Costs Benefits Goodwill IFRS Â£'000 (unaudited) (unaudited) (unaudited) (unaudited) Â£'000 Â£'000 Â£'000 Â£'000 Foreign exchange (1,195) - 104 14 (1,077) translation differences Actuarial loss on - - (1,194) - (1,194) defined benefit pension schemes Tax on items taken - - 340 - 340 directly to equity Net income recognised (1,195) - (750) 14 (1,931) directly in equity Profit for the year 5,596 1,376 338 926 8,236 Total recognised 4,401 1,376 (412) 940 6,305 income and expense for the year CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE For the half year ended 30 June 2004 IFRS adjustments Development Employee UK GAAP Costs Benefits Goodwill IFRS Â£'000 (unaudited) (unaudited) (unaudited) (unaudited) Â£'000 Â£'000 Â£'000 Â£'000 Foreign exchange (399) - 52 (163) (510) translation differences Actuarial loss on - - (596) - (596) defined benefit pension schemes Tax on items taken - - 170 - 170 directly to equity Net income recognised (399) 0.0 (374) (163) (936) directly in equity Profit for the year 2,270 605 277 463 3,615 Total recognised 1,871 605 (97) 300 2,679 income and expense for the year CONSOLIDATED BALANCE SHEET As at 31 December 2004 IFRS adjustments Development Employee UK Costs Benefits Goodwill Dividend Other IFRS GAAP (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Non-current assets Intangible assets 14,347 3,524 - 1,383 - - 19,254 Property, plant & 11,463 - - - - - 11,463 equipment Trade and other 635 - (635) - - - - receivables falling due after more than one year Deferred tax 316 (1,046) 3,508 - - (159) 2,619 asset 26,761 2,478 2,873 1,383 - (159) 33,336 Current assets Inventories 15,404 - - - - - 15,404 Trade and other 25,363 - - - - - 25,363 receivables Cash and cash 6,819 - - - - - 6,819 equivalents 47,586 - - - - - 47,586 Current liabilities Trade and other (18,932) - - - 2,288 - (16,644) payables Loans and (51) - - - - - (51) borrowings Tax liabilities (1,212) - 235 - - - (977) Net current assets 27,391 - 235 - 2,288 - 29,914 Total assets less 54,152 2,478 3,108 1,383 2,288 (159) 63,250 current liabilities Non-current liabilities Trade and other (1,667) - - - - - (1,667) payables falling due after more than one year Retirement - - (11,030) - - - (11,030) benefit obligations Deferred tax - (25) - - - (41) (66) liability Net assets 52,485 2,453 (7,922) 1,383 2,288 (200) 50,487 Equity Called-up share 2,849 - - - - - 2,849 capital Share premium 6,049 - - - - - 6,049 account Retained earnings 3,215 2,453 (7,922) 1,383 2,288 (200) 1,217 Capital 40,372 - - - - - 40,372 redemption reserve Equity 52,485 2,453 (7,922) 1,383 2,288 (200) 50,487 attributable to the shareholders of the parent CONSOLIDATED BALANCE SHEET As at 30 June 2004 IFRS adjustments Development Employee UK GAAP Costs Benefits Goodwill Dividend Other IFRS (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Non-current assets Intangible assets 14,906 2,405 - 743 - - 18,054 Property, plant & 12,284 - - - - - 12,284 equipment Trade and other 59 - (59) - - - - receivables falling due after more than one year Deferred tax 426 (711) 3,625 - - (153) 3,187 asset 27,675 1,694 3,566 743 - (153) 33,525 Current assets Inventories 15,026 - - - - - 15,026 Trade and other 24,741 - - - - - 24,741 receivables Cash and cash 5,787 - - - - - 5,787 equivalents 45,554 - - - - - 45,554 Current liabilities Trade and other (17,167) - - - 1,023 - (16,144) payables Loans and (37) - - - - - (37) borrowings Tax liabilities (1,650) - 22 - - - (1,628) Net current 26,700 - 22 - 1,023 - 27,745 assets Total assets less 54,375 1,694 3,588 743 1,023 (153) 61,270 current liabilities Non-current liabilities Trade and other (1,912) - - - - (1912) payables falling due after more than one year Retirement - - (11,190) - - - (11,190) benefit obligations Deferred tax - (17) - - - (47) (64) liability Net assets 52,463 1,677 (7,602) 743 1,023 (200) 48,104 Equity Called-up share 3,027 - - - - - 3,027 capital Share premium 6,049 - - - - - 6,049 account Retained earnings 3,194 1,677 (7,602) 743 1,023 (200) (1,165) Capital 40,193 - - - - 40,193 redemption reserve Equity attributable to 52,463 1,677 (7,602) 743 1,023 (200) 48,104 the shareholders of the parent CONSOLIDATED BALANCE SHEET As at 31 December 2003 IFRS adjustments Development Employee Costs Benefits Goodwill Dividend Other IFRS UK GAAP (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Non-current assets Intangible assets 15,464 1,537 - 442 - - 17,443 Property, plant & 13,100 - - - - - 13,100 equipment Deferred tax 488 (462) 3,656 - - (156) 3,526 asset 29,052 1,075 3,656 442 - (156) 34,069 Current assets Inventories 16,118 - - - - - 16,118 Trade and other receivables 25,391 - (85) - - - 25,306 Cash and cash equivalents 4,332 - - - - - 4,332 45,841 - (85) - - - 45,756 Current liabilities Trade and other (17,868) - - - 2,075 - (15,793) payables Loans and (2,364) - - - - - (2,364) borrowings Tax liabilities (1,486) - 32 - - - (1,454) Net current 24,123 - (53) - 2,075 - 26,145 assets Total assets less 53,175 1,075 3,603 442 2,075 (156) 60,214 current liabilities Non-current liabilities Trade and other (1,507) - - - - (1,507) payables falling due after more than one year Retirement - - (11,110) - - - (11,110) benefit obligations Deferred tax - - - - - (44) (44) liability Net assets 51,668 1,075 (7,507) 442 2,075 (200) 47,553 Equity Called-up share 3,115 - - - - - 3,115 capital Share premium 5,976 - - - - - 5,976 account Retained earnings 2,473 1,075 (7,507) 442 2,075 (200) (1,642) Capital 40,104 - - - - 40,104 redemption reserve Equity attributable to the shareholders 51,668 1,075 (7,507) 442 2,075 (200) 47,553 of the parent CONSOLIDATED CASH FLOW STATEMENT For the year ended 31 December 2004 IFRS adjustments Development Employee UK GAAP Costs Benefits Goodwill Other IFRS (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Cash flows from operating activities Operating profit 9,053 1,987 749 926 - 12,715 Amortisation of 1,117 - - (926) - 191 intangibles Depreciation and other 2,660 142 - - - 2,802 amortisation Decrease in inventories 238 - - - - 238 Increase in trade and (1,076) - - - - (1,076) other receivables Increase in trade and 1,209 - (555) - - 654 other payables Cash generated from 13,201 2,129 194 - - 15,524 operations Net interest payable 5 - (194) - - (189) Income tax expense (3,583) - - - - (3,583) Operating cash flow 9,623 2129 - - - 11,752 Cash flows from investing activities Capital expenditure and (1,299) - - - - (1299) financial investment Proceeds from sale of 13 - - - - 13 tangible fixed assets Development costs - (2,129) - - - (2,129) Net cash used in (1,286) (2,129) - - - (3,415) investing activities Free cash flow 8,337 - - - - 8,337 Cash flows from financing activities Proceeds from the issue 74 - - - - 74 of share capital Shares redeemed (267) - - - - (267) Dividends paid (3,135) - - - - (3,135) Net cash used in (3,328) - - - - (3,328) financing activities Net decrease in cash and 5,009 - - - - 5,009 cash equivalents Cash and cash equivalents 1,968 - - - - 1,968 at the beginning of the year Effect of exchange rates (209) - - - - (209) in cash Cash and cash equivalents at the end of the year 6,768 - - - - 6,768 CONSOLIDATED CASH FLOW STATEMENT For the half year ended 30 June 2004 IFRS adjustments Development Employee UK Costs Benefits Goodwill Other IFRS GAAP (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Â£'000 Cash flows from operating activities Operating profit 3,879 868 553 463 - 5,763 Amortisation of 558 - - (463) - 95 intangibles Depreciation and other 1,346 53 - - - 1,399 amortisation Decrease in inventories 894 - - - - 894 Decrease in trade and 379 - - - - 379 other receivables Increase in trade and 958 - (455) - - 503 other payables Cash generated from 8,014 921 98 - - 9,033 operations Net interest payable (15) - (98) - - (113) Income tax expense (1,375) - - - - (1,375) Operating cash flow 6,624 921 - - - 7,545 Cash flows from investing activities Capital expenditure and (665) - - - - (665) financial investment Development costs - (921) - - - (921) Proceeds from sale of 5 - - - - 5 tangible fixed assets Purchase of intangible (50) - - - - (50) assets Net cash used in (710) (921) - - - (1,631) investing activities Free cash flow 5,914 - - - - 5,914 Cash flows from financing activities Proceeds from the issue 73 - - - - 73 of share capital B Shares redeemed (89) - - - - (89) Equity dividends paid (2,112) - - - - (2,112) Net cash used in (2,128) - - - - (2,128) financing activities Net decrease in cash and 3,786 - - - - 3,786 cash equivalents Cash and cash equivalents 1,968 - - - - 1,968 at the beginning of the year Effect of exchange rates (4) - - - - (4) in cash Cash and cash equivalents 5,750 - - - - 5,750 at the end of the year Appendix 2 Group Profit and Loss Account - UK GAAP Unaudited interim results for the half year ended 30 June 2005 2005 2004 2004 6 months ended 6 months ended 12 months ended 30-Jun 30-Jun 31-Dec Â£'000 Â£'000 Â£'000 Turnover Continuing 25,820 28,157 55,268 operations Discontinued 32,726 31,025 63,584 operations 58,546 59,182 118,852 Operating profit before goodwill amortisation Continuing 1,241 1,090 3,459 operations Discontinued 2,903 3,347 6,711 operations 4,144 4,437 10,170 Goodwill (558) (558) (1,117) amortisation Operating Profit after goodwill amortisation Continuing 1,066 915 3,107 operations Discontinued 2,520 2,964 5,946 operations 3,586 3,879 9,053 Net interest 24 (11) 5 Profit on ordinary activities before taxation 3,610 3,868 9,058 Tax on profit on ordinary (1,571) (1,598) (3,462) activities Profit for the 2,039 2,270 5,596 financial period Dividends (1,062) (1,060) (3,391) Retained profit 977 1,210 2,205 Pence Pence Pence Dividends per ordinary 3.4 3.4 11.0 share Earnings per ordinary share Basic 6.6 7.4 18.3 Adjusted 8.5 9.3 22.0 Diluted 6.6 7.4 18.2 Group Balance Sheets UK GAAP Unaudited interim results at 30 June 2005 2005 2004 2004 6 months ended 6 months ended 12 months ended 30-Jun 30-Jun 31-Dec Â£'000 Â£'000 Â£'000 Fixed assets Intangible assets 13,789 14,906 14,347 Tangible assets 11,823 12,284 11,463 25,612 27,190 25,810 Current assets Stock 15,879 15,026 15,404 Debtors 29,537 25,226 26,314 Cash at bank and 5,260 5,787 6,819 in hand 50,676 46,039 48,537 Creditors amounts falling due within one year Borrowings (42) (37) (51) Other creditors (20,029) (18,817) (20,144) (20,071) (18,854) (20,195) Net current assets 30,605 27,185 28,342 Total assets less current 56,217 54,375 54,152 liabilities Provisions for liabilities and (1,663) (1,912) (1,667) charges 54,554 52,463 52,485 Capital and reserves Called up share 2,801 3,027 2,849 capital Share premium 6,049 6,049 6,049 account Capital redemption 40,419 40,193 40,372 reserve Profit and loss 5,285 3,194 3,215 account 54,554 52,463 52,485 Group Statements of Cash Flows - UK GAAP Unaudited interim results for the half year ended 30 June 2005 2005 2004 2004 6 months ended 6 months ended 12 months ended 30-Jun 30-Jun 31-Dec Â£'000 Â£'000 Â£'000 Cash flow from operating 2,980 8,014 13,201 activities Returns on investments and servicing of finance Interest paid (15) (57) (90) Interest received 39 42 95 Net cash flow from returns on investment 24 (15) 5 and servicing of finance Taxation (1,263) (1,375) (3,583) Capital expenditure and financial investment Purchase of tangible fixed (1,429) (665) (1,299) assets Sale of tangible fixed assets - 5 13 Net cash outflow from investing activities (1,429) (660) (1,286) Acquisitions and Disposals Purchase of intangible - (50) - assets - (50) - Dividends paid (2,331) (2,112) (3,135) Cash (outflow)/inflow before use of liquid (2,019) 3,802 5,202 resources and financing Financing Issue of ordinary share - 73 74 capital Redemption of 'B' shares (48) (89) (267) Capital element of finance lease - (7) (7) rental payments (2,066) (23) (200) (Decrease)/Increase in cash in the period (2,066) 3,779 5,002 Reconciliation of net cash flow to movements in net cash (Decrease)/Increase in cash in (2,066) 3,779 5,002 the period Cash outflow from change in debt and lease - 7 7 financing Change in net cash resulting from cash flows (2,066) 3,786 5,009 Translation 516 (4) (209) difference Movement in net cash in the (1,550) 3,782 4,800 period Net cash at beginning of 6,768 1,968 1,968 period Net cash at end of period 5,218 5,750 6,768 - ENDS - This information is provided by RNS The company news service from the London Stock Exchange

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