Final Results

Elektron PLC 29 May 2002 Embargoed for release: 29 May 2002 Elektron PLC Preliminary results for the year ended 31st January 2002 Elektron PLC ('Elektron'), the AIM quoted components and power electronics company announces results for the year ended 31st January 2002. Elektron reorganises to counter market recession Well placed to gain from upturn Key Points: • Elektron is now firmly positioned in the global market for delivery and conditioning of electrical and electromagnetic power • Turnover experienced a 4% decline to £16.9 million (2001: £17.53 million) • Operating losses before exceptional items and goodwill amortisation of £0.7 million (2001: Profits of £1.2 million) • Exceptional expenses totalling £1.5 million • Reduced indebtedness achieved • Elektron continued to focus on the North American market • Good continued performance at Milmega with increased turnover of £3.5 million (£1.7 million for 7 months of previous year following its acquisition in June 2000) • Powertron, acquired in August 2001 is progressing well, increasing Elektron's exposure to the rail market in the UK and abroad, a growing sector. Powertron turnover of £1.6m, profits in line with expectations • Continued new product development for organic growth Alastair Winter, Chairman, commented 'The Board continues to look for new acquisition targets, especially in selected areas of the power electronics sector upon which we continue to concentrate whilst ensuring that the traditional components business still provides an adequate return in the future. Of our existing businesses Bulgin Components has so far had the best start to the year with the others experiencing slow order bookings and some rescheduling of orders into the second half. While the telecommunications sector remains subdued we are concentrating on the wireless communications, transport, utilities, defence and medical sectors and have a healthy rate of new products coming on stream. The very unfavourable market conditions that worsened during the year under review have delayed the Group's plans for expansion and challenged the company's management to effect large scale reorganisation in response. However, the restructuring that has taken place provides a base for a return to profitability in the current year, but with the economic outlook remaining uncertain we will continue to ensure that our overhead structure is matched to revenue streams. When the recovery comes we will be very well placed to gain from it.' For further information please contact: Brian Emerson Ana Nogales Chief Executive Tavistock Communications Elektron PLC Tel: 020 7600 2288 Tel: 01245 494 542 Chairman's Statement In August 2001 the Company's name was changed to Elektron Plc, reflecting the change from concentrating on manufacturing electromechanical components. Elektron is now firmly positioned in the global market for delivery and conditioning of electrical and electromagnetic power. Results In the year to 31 January 2002 the Group experienced a 4% fall in total turnover to £16,911,000 and a 14% fall in turnover on continuing operations. Shareholders will recall that the Board has been attempting to improve productivity and limit the Group's exposure to the electromechanical components sector. The 24% fall in annual turnover at Bulgin Components is a most unwelcome vindication of that policy and is in line with the sector as a whole. However, in a market of staple products such an extreme downturn lasting for 12 months was inevitably going to end in restocking, which began in November 2001. Recent official statistics show that UK manufacturing has been in a depressed state for much of the last 12 months. Our UK acquisitions performed well but Bulgin Power Source was affected by the downturn. Gross margins came under pressure and were down from 36.6% to 34.3%. Operating expenses increased from £5,358,000 to £6,828,000, the extra cost largely relating to a whole year of Milmega's ownership, the inclusion of the acquisitions in the year and increased goodwill amortisation. Few companies can prevent such sharp falls in turnover from causing operating losses. The Group incurred an operating loss of £745,000 (2001: £1,155,000 operating profit) and to these were added a number of substantial exceptional items and the amortisation arising from our aggressive policy of writing off goodwill over only 5 years. The resulting loss on ordinary activities after taxation of £2,127,000 (2001: £610,000 profit) represents a setback for the Group and actions have been taken to correct performance in the current year. Gross gearing increased substantially from 54% to 137%, mainly as a consequence of the losses and the purchase of Powertron. However, in such uncertain economic conditions it is appropriate to seek to reduce indebtedness, which has been achieved by the sale and leaseback of the freehold properties completed post year end. Had these completed by 31 January 2002 gearing would have been 85% gross and 36% net. Exceptional items These are of sufficient magnitude as to warrant specific comments. During the year negotiations were pursued to an advanced stage for the Group to acquire an electromechanical components business in the UK, merge it with Bulgin Components and implement a very substantial cost saving programme. Unfortunately, the sharp deterioration in the sector made it impossible to agree an appropriate price with the vendor. Aborted acquisition costs of £211,000 have been fully written off in the year. Bulgin Components, however, did press on with its own restructuring programme giving rise in the year under review to an exceptional charge of £347,000 but generating from this year onwards annual savings of £800,000. Such figures constitute major productivity gains and mean that the break-even level of turnover is now much lower. A discordant note in the ongoing productivity programme at Bulgin Components has been the planned new IT system. We have been obliged to abandon implementation and have made full provision against the costs incurred of £343,000 of what should have been productive capital investment. We are currently taking legal action against the supplier. During the year under review we were able to complete the restructuring and consolidation of the Group's many pension schemes, an exercise that has been underway since 1998. I am pleased to say Elektron no longer has the long shadow of large and ever increasing pension liabilities of the sort that I fear may threaten many UK companies. However, this has meant that an exceptional charge of £600,000 has been taken. On the positive side, the sale and leaseback of our property at Lincoln resulted in an exceptional gain of £122,000 and a £700,000 repayment of borrowings in February 2002. A similar exercise in respect of our property at Barking has created a further exceptional gain, albeit delayed until the current year, and made possible the complete repayment of the Group's commercial mortgage facility. Loss per share and dividends Loss per share before goodwill amortisation was 3.87p (2001: 1.57p earnings per share) and the loss per share after goodwill amortisation was 4.49p (2001: 1.35p earnings per share). In accordance with its declared policy the Board does not propose that a dividend is paid in respect of the year. The Board intends to resume the payment of dividends as soon as earnings permit. Share placing In November 2001 6.8 million new shares were issued at 9p each, mainly to the first new institutional investors for many years. The proceeds assisted the working capital requirements of the Group. The Board feels that it is entirely justifiable to utilise our listing on AIM to raise new equity funding for this purpose and will be seeking further appropriate authorities from shareholders. Acquisitions Shareholders will already be aware of the acquisition in August 2001 of Powertron Limited for a total consideration of £1,128,000 and its profits since then have been in line with expectations. Early in the current year the first stage of integration with Bulgin Power Source has been completed and this will bring about recurring annual savings of approximately £400,000. AFI LLC, which was acquired in February 2001, has incurred an operating loss as a result of the depressed state of the North American market. An improved performance is anticipated in the current year. Future strategy and outlook The Board continues to look for new acquisition targets, especially in selected areas of the power electronics sector upon which we continue to concentrate whilst ensuring that the traditional components business still provides an adequate return in the future. Of our existing businesses Bulgin Components has so far had the best start to the year with the others experiencing slow order bookings and some rescheduling of orders into the second half. While the telecommunications sector remains subdued we are concentrating on the wireless communications, transport, utilities, defence and medical sectors and have a healthy rate of new products coming on stream. The very unfavourable market conditions that worsened during the year under review have delayed the Group's plans for expansion and challenged the company's management to effect large scale reorganisation in response. However, the restructuring that has taken place provides a base for a return to profitability in the current year, but with the economic outlook remaining uncertain we will continue to ensure that our overhead structure is matched to revenue streams. When the recovery comes we will be very well placed to gain from it. AS Winter Chairman Chief Executive's Review Bulgin Components designs and manufactures connectors, switches and other electromechanical products for industrial markets. Products are sold through distribution channels worldwide and directly to Original Equipment Manufacturers. Demand fell sharply and remained very weak throughout the year under review. Industry statistics pointed to the worst market conditions for at least 10 years. Distributors found themselves faced with slowing demand while holding stocks of Bulgin product. Turnover declined by 24% to £8,292,000. In response to the market downturn, the company's workforce was reduced by 24% through redundancy and productivity programmes implemented in April and December 2001. These will result in future annualised savings of approximately £800,000 at a cost of £347,000. Despite the poor trading environment, Bulgin Components pressed ahead with new product developments and expanded its range of connectors, fuseholders and switches. Each year new products contribute 5% - 6% of turnover. A £278,000 investment in automated production was commissioned in May 2001 and has significantly increased capacity and flexibility in the IEC connector section of the Barking factory. The company continued to focus on sales efforts in the North American market, which is 40% of the world market for electromechanical components. There are indications of recovery in the market with current year turnover up on the same period last year. While the market will not recover all the ground lost in the year under review, because Bulgin Components is leaner, more efficient and continues to release attractive new products, a robust recovery in financial performance is expected. BP Purchasing sources electronic and electromechanical components on behalf of client companies (including other Elektron group companies). Turnover fell by 59% to £748,000 as the market became flooded with excess stocks of components due to the worldwide downturn in the manufacturing sector. In the early months of the current year there are signs that the market is recovering with turnover ahead of the comparative period in the year under review. Bulgin Power Source designs and manufactures power supplies and power management products for applications in information technology, security and access, automation, process control and communications. Turnover fell by 17% to £2,609,000 due to slippage in customer delivery schedules and weaker demand generally. The power supply market had been growing steadily for some years but suffered a steep decline in the second half of the year under review. During the year under review the Oracle series product range was upgraded and relaunched. Bulgin Power Source has also continued with other new product developments to improve its competitiveness. This move away from custom manufacture to product portfolio development means that research and development costs are written off as incurred rather than allocated over future accounting periods. New order bookings have been slow in the early months of the current year although that is as much a reflection of the negotiation process as it is a comment on the current state of the market. Powertron (acquired in August 2001) designs and manufactures power supplies for the rail and other industries. This acquisition increases our exposure to the rail market both in the UK and abroad. It is anticipated that large scale rolling stock and trackside investment programmes will provide a growing revenue stream in future years. In approximately six months as an Elektron company, Powertron turnover was £1,569,000 and profits were in line with expectations. During the first few months of the current year, Powertron activities have been integrated with those of Bulgin Power Source. All Powertron manufacturing activity has been transferred to the Bulgin Power Source facility in Lincoln. Powertron marketing and technical staff have been relocated to a newly leased facility at Knapwell, near Cambridge and the former Powertron site in Cambridge has been vacated. David Brannock, who joined Bulgin Power Source in March 2001 from Intelek Plc, has assumed overall responsibility for the consolidated businesses. While the market remains challenging the combined and enlarged power management division is negotiating a number of important contracts with the expanded customer base. Milmega designs and manufactures high power, solid state microwave amplifiers for use in electronic pollution test systems, medical equipment, wireless communications, defence systems and scientific research. Due to the strong order book at the beginning of the year under review, turnover was £3,510,000 compared with £1,660,000 for 7 months of the previous year following acquisition in June 2000. Milmega produced another excellent profit performance. New orders weakened in the latter part of calendar 2001 as the telecoms sector, which accounted for approximately 35% of turnover, slid into turmoil. Milmega has put substantial effort and resources into redesign of the product range for more efficient manufacture and has introduced several new products which offer customers unrivalled microwave power efficiency and density. Milmega's growth prospects remain significantly (but not exclusively) tied to the wireless communications sector. The company has completed development of amplifier products which will be vital tools in testing next generation networks and driving base station performance. Presence and progress in this market remains a strategic goal for the Elektron group. AFI (61% acquired in February 2001, since increased to 75%) markets Elektron and third party high frequency products to the North American industrial and scientific markets. Turnover in the year under review was £183,000 following a slower than expected start as part of the Elektron group and the depressed North American market in the months following the terrorist attacks in America. The market is picking up and we are hopeful of a better performance in the current year. Summary and strategy In the light of difficult market conditions the company's executive management reviewed product and marketing strategy in October 2001 and again in January 2002. The conclusion reached was that strategic goals and objectives remained valid and would be pursued with vigour. Elektron possesses a wealth of market knowledge and design know-how. Despite the setback of the year under review these resources will continue to be applied to the specific business sectors where growth is anticipated as markets recover. B Emerson Group Chief Executive Financial Review Results Group operating loss before exceptional items and goodwill amortisation was £745,000 (2001: £1,155,000 profit). Exceptional expenses were £1,501,000 (2001: Nil) and goodwill amortisation was £287,000 (2001: £100,000). The tax credit of £525,000 (2001: £295,000 charge) reflected an effective tax rate of 19.8% (2001: 32.6%). In February 2002 the Group submitted early loss relief claims to extinguish the taxation payable relating to the year ended 31 January 2001 of £295,000. Information technology In November 2000 Bulgin Components contracted for the purchase of a new computer system to replace the system originally purchased in 1986. The Company appointed an independent IT expert to assist in the software selection and several software suppliers responded to an invitation to tender. Implementation of the system selected proved problematic and it became evident that the supplier had mis-represented many aspects of their system to the extent that full implementation would have put the Company's operations at serious risk. The contract has therefore been terminated and legal action has commenced for recovery of the amount paid. Consequently, we have made full provision against the costs incurred of £343,000. Pension schemes Bulgin Components, in common with many businesses of long standing, operated a defined benefit pension scheme for its employees. As disclosed in the annual report last year it was anticipated that the MFR deficit would increase as a result of falling yields and rising mortality rates. The actuarial valuation as of 2 June 2001 revealed an MFR deficit of £958,000. The Company closely monitored the deficit and subsequently commenced winding up of the Scheme as of 21 September 2001 when the MFR deficit was £667,000. Consequently, full provision has been made at 31 January 2002 for the deficit as of that date and £600,000 has been expensed through the profit and loss account as an exceptional item. It is anticipated that the liability will be extinguished over the next two years. Since the balance sheet date, the remaining defined benefit scheme operated via Cirkit Holdings Plc has also been closed and is now in winding up. The MFR deficit at 1 April 2002 has been calculated by the Actuary to be £65,000 and this is fully provided in the accounts. Acquisitions Elektron completed the purchase of Powertron Limited for a total consideration of £1,128,000 on 16 August 2001. The consideration comprised £503,000 in cash together with bank guaranteed loan notes of £625,000 supported by cash deposits. The funding came from additional property related loans of £700,000, (which have now been repaid from the proceeds of the property disposals) and new facilities provided by Fortis Bank up to a maximum of £800,000. During the year, the Company increased its shareholding in AFI LLC from 61% to 75% by the issue of new equity in AFI in order to achieve compliance with the rules regarding Venture Capital Trusts. Subsequently, in accordance with the authority granted to the Board at the last AGM, the Company was able to place 6,777,777 ordinary shares at 9 pence per share raising £610,000 gross. Property disposals Given deteriorating economic conditions and the effect on the financial results in the second half of the year under review, the Board decided to reduce borrowings as far as possible. Consequently, purchasers for the freehold properties at the operations based in Lincoln and Barking were sought on a sale and leaseback basis. The Lincoln freehold was sold for £980,000 gross with exchange on 31 January 2002 and completion shortly thereafter and has been accounted for in the year under review. The Barking property was sold for £1,730,000 gross with exchange on 25 April 02 and completion on 24 May 2002. These two disposals, after paying off related loans, realised £945,000. Balance Sheet and cash flow Equity shareholders' funds decreased to £4,177,000 (2001: £5,694,000), after deducting the retained losses for the year of £2,092,000. Cash decreased in the year by £662,000 (2001: £1,579,000). The impact of the operating losses on cash flow was reduced by tight control of working capital, net capital expenditure running below depreciation and amortisation and inward investment following the equity placing. The Company's capital expenditure programme was cut back as the recession began to impact. In total, £1,063,000 gross was paid during the year, £516,000 net of finance. The majority of the investment took place at Bulgin Components and at Milmega where the gross cost was £674,000 and £242,000 respectively and was mainly for tooling, automated machinery and test equipment. Funding facilities All long-term borrowings have been repaid following the sale and leaseback of the properties. Borrowings at the year-end were £5,769,000 (2001: £3,078,000) giving a gross gearing of 137% (2001: 54%) and gearing net of cash of 100% (2001: 38%). Had the sale and leaseback of the properties been completed by 31 January 2002, the resultant borrowings would have been reduced to £3,619,000 and gearing to 85% gross and 36% net of cash. The resulting net current assets would have been £746,000. The Group's funding facilities are now principally related to working capital requirements and are in the form of invoice discounting and overdraft facilities supported by fixed charges over certain book debts. Currently, £1,900,000 of funds are available of which £1,450,000 is utilised. Amounts outstanding at 31 January 2002 on finance leases and hire purchase contracts totalled £1,037,000 of which £391,000 is repayable within one year. C Leigh Finance Director Group Profit and Loss Account Year ended 31 January 2002 Unaudited Audited 2002 2001 £'000 £'000 Turnover - continuing operations 15,159 17,536 - acquisitions 1,752 - 16,911 17,536 Cost of sales (11,115) (11,123) Gross profit 5,796 6,413 Net operating expenses - normal (6,828) (5,358) - exceptional (1,501) - Operating (loss)/profit - continuing operations (2,381) 1,055 - acquisitions including goodwill amortisation (152) - Operating (loss)/profit (2,533) 1,055 Profit on disposal of freehold property 122 - (Loss)/profit on ordinary activities before interest (2,411) 1,055 Net interest payable (241) (150) (Loss)/profit on ordinary activities before taxation (2,652) 905 Taxation on (loss)/profit on ordinary activities 525 (295) (Loss)/profit on ordinary activities after taxation (2,127) 610 Minority interests 35 - Dividends - (226) Transfer (from)/to reserves (2,092) 384 Note - analysis of operating (loss)/profit Operating (loss)/profit - before exceptional items and goodwill amortisation (745) 1,155 - exceptional items (1,501) - - goodwill amortisation (287) (100) (2,533) 1,055 Statement of Total Recognised Gains and Losses Year ended 31 January 2002 Unaudited Audited 2002 2001 £'000 £'000 (Loss)/profit attributable (2,092) 610 to shareholders Unrealised surplus on - 787 revaluation of properties Total recognised gains and losses for the financial year (2,092) 1.397 Note of Historical Cost Profits and Losses Year ended 31 January 2002 Unaudited Audited 2002 2001 £'000 £'000 Reported (loss)/profit on (2,652) 905 ordinary activities before taxation Realisation of property (84) - revaluations of previous years Difference between a historical cost depreciation charge and the actual depreciation 5 6 charge for the year calculated on the revalued amount Historical cost (loss)/profit on ordinary activities (2,731) 911 before taxation Taxation on (loss)/profit 525 (295) on ordinary activities Minority interests 35 - Dividends - (226) Historical cost (loss)/profit for the year after taxation and dividends (2,171) 390 Notes 1. No final dividend is being proposed. 2. (Loss)/earnings per share The calculation of the basic (loss)/earnings per share is based on the (losses)/ earnings attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year. The calculation of the diluted (loss)/earnings per share is based on the basic (loss)/earnings per share, adjusted to allow for the issue of shares on the assumed conversion of dilutive options. The adjusted (loss)/earnings per share have been provided in order that the effects of goodwill amortisation on reported (losses)/earnings can be fully appreciated. The calculation of (losses)/earnings is based on the Group (loss)/profit after taxation and is set out below: Unaudited Audited 2002 2001 Per-share Per-share (Losses) Amount Earnings Amount £'000 Pence £'000 Pence (Loss)/profit after taxation (2,092) (4.49) 610 1.35 Amortisation of goodwill 287 0.62 100 0.22 Adjusted (loss)/profit (1,805) (3.87) 710 1.57 after taxation The weighted average number of shares used in the calculations is set out below: Unaudited Audited 2002 2001 Basic Diluted Basic Diluted Weighted average number of shares in issue - Ordinary shares 46,575,083 46,575,083 45,190,000 45,190,000 - share options - 50,547 17,122 103,562 46,575,083 46,625,630 45,207,122 45,293,562 (Loss)/earnings per share - standard (4.49p) (4.48p) 1.35p 1.35p - adjusted earnings per share (3.87p) (3.87p) 1.57p 1.57p Group Balance Sheet Year ended 31 January 2002 Unaudited Audited 2002 2001 £'000 £'000 Fixed assets Intangible assets 1,624 950 Tangible assets 4,433 5.134 6,057 6,084 Current assets Stocks 2,335 2,237 Debtors 3,951 3,553 Cash at bank and in hand 1,535 941 7,821 6,731 Creditors: amounts falling (7,873) (5,325) due within one year Net current (liabilities)/assets (52) 1,406 Total assets less current liabilities 6,005 7,490 Creditors: amounts falling (1,792) (1,589) due after more than one year Provisions for liabilities and charges - (207) Net assets 4,213 5,694 Capital and reserves Called - up share capital 2,602 2,263 Share premium 270 36 Revaluation reserve 985 906 Profit and loss account 320 2,489 Shareholder's funds Equity 4,177 5,694 Minority interests 36 - Capital employed 4,213 5,694 Group Cash Flow Statement Year ended 31 January 2002 Unaudited Audited 2002 2001 £'000 £'000 Cash flow from 137 1,160 operating activities Returns on investments (202) (155) and servicing of finance Taxation (39) (106) Capital expenditure and (500) (717) financial investment Acquisitions and disposals (1,386) (1,303) Equity dividends paid (113) (226) Net cash (outflow) (2,103) (1,347) before financing Financing 1,441 (232) (Decrease) / increase (662) (1,579) in cash in the year Notes: 1. Audited financial statements will be sent to shareholders on Monday 24 June 2002. Copies of this announcement are available at the Company's registered office at Hurst House, 131 / 133 New London Road, Chelmsford, Essex, CM2 0QN and copies of the audited financial statements will be so available for at least 14 days from Monday 24 June 2002. 2. The Company's financial statements for 2002, from which the figures contained in this statement have been extracted, have not yet been reported on by the Company's auditors or filed with the Registrar of Companies. The financial statements for 2001, from which the figures contained in this preliminary statement have been extracted, have been filed and contain an unqualified audit report with no reference to section 237 of the Companies Act 1985. This information is provided by RNS The company news service from the London Stock Exchange

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