Final Results

Roxboro Group PLC 15 March 2001 Date: Embargoed until 07:00am, Thursday 15th March 2001 Contacts: Harry Tee - Group Chief Executive Alf Vaisey - Group Finance Director The Roxboro Group PLC Tel: 020 7796 4133 (15/03/01) 01223 424626 (thereafter) Alistair Mackinnon-Musson Philip Dennis Hudson Sandler Tel: 020 7796 4133 Email: roxboro@hspr.co.uk THE ROXBORO GROUP PLC RECORD GROWTH The Roxboro Group PLC, the international specialist electronics company, today announces record preliminary results for the year to 31 December 2000. The Roxboro Group is built upon two distinct core competences: electronic lighting and electronic measurement. In both these fields, Roxboro's companies, Dialight in lighting, and Solartron & Weston in measurement, are acknowledged leaders. Highlights - Turnover up 37% to £171.6m (1999: £124.8m) - Operating profit up 35% to £24.9m (1999: £18.5m)* - PBT up 21% to £21.7m (1999: £17.9m) - Basic EPS up 22% to 25.6p (1999: 20.9p) - Adjusted EPS up 15% to 25.8p (1999: 22.5p) - Cash flow from trading operations up 46% to £27.3m (1999: £18.7m) - Dividend up 9% to 9.5p (1999: 8.7p) *pre goodwill amortisation and 2000 exceptional items o Strong growth in turnover and profits o Acquisition of Mobrey successfully integrated with cost savings in a full year of £3.5m achieved o Farnborough site sold for £19.6m. o Dialight produces an outstanding performance Harry Tee, Group Chief Executive, said: 'This was a year of significant achievement, having delivered our strongest ever profit growth and a very successful acquisition and integration. The acquisition of Mobrey allowed us to reorganise Solartron, fully achieving our cost reduction targets, and dispose of a large property. The gain on the disposal fully offset the total restructuring costs while the cash generated reduced our borrowings substantially. Our electronic lighting business grew very strongly in the year with both its opto electronic and transport product lines growing rapidly. Our investment in electronic lighting is now paying off as the energy crisis in the USA is driving the market for more efficient light sources for traffic lights and other applications. The recent $10m contract award from California emphasises what is happening'. Chairman's Statement and Chief Executive's Review The Roxboro Group delivered record profit and growth during 2000, showing that our investment programme in our chosen markets is extremely effective. Decisions taken over the past few years to invest in the development of our electronic lighting business have created an entirely new market opportunity, which is now being realised as growth in our electronic lighting products accelerates. 2000 has been a year of significant achievement at Roxboro, having delivered our strongest ever earnings growth and a very successful acquisition and integration. Roxboro has now grown profits in nine out of the ten years since its incorporation and is beginning to realise the benefits of a number of its investments in new business opportunities. In particular, in our US based electronic lighting business, Dialight, we are seeing exciting growth in our new electronic lighting modules for traffic signals. In our electronic measurement activities the January 2000 acquisition of Mobrey was successfully integrated into Solartron and significantly strengthens our position in the market. The acquisition of Mobrey allowed us to reorganise Solartron, fully achieving our cost reduction targets, and dispose of a large property. The gain on the disposal fully offset the total restructuring costs while the cash generated reduced our borrowings substantially. Financial Performance Group turnover in the year to 31 December 2000 grew by 37% to £171.6m (1999: £ 124.8m), while operating profit pre goodwill amortisation grew by 35% to £ 24.9m (1999: £18.5m) with a significant contribution coming from Dialight. Pre-tax profit improved 21% to £21.7m (1999: £17.9m), basic earnings per share grew by 22% to 25.6p (1999: 20.9p) while adjusted earnings per share grew 15% to 25.8p (1999: 22.5p). Strong operational cash flows were further enhanced by the sale of the Farnborough site for £19.6m before expenses, leaving the Group with net debt of £10.6m at year-end. The Board is recommending a final dividend of 6.5p (1999: 5.9p), an increase of 10% which will be paid on 27 April 2001 to shareholders on the register at 23 March 2001. The total dividend for the year will amount to 9.5p (1999: 8.7p), an overall proposed increase of 9%. Following completion of the acquisition of Mobrey from Meggitt PLC for a consideration of £23.9m (including costs), the company was successfully integrated into our Solartron Division. The planned annualised cost reductions of £3.5m were fully achieved by the year end and at less cost than had been budgeted. The full benefits of the merger will be realised in 2001. Solartron now has a very strong operational base, with a broad product offering into its key markets and greater international presence. The relocation of the Solartron business from Farnborough into the Slough and Crawley facilities enabled us to dispose of the site to J. Sainsbury Developments in July 2000. We then leased back the most modern building on the site, into which Weston Aerospace will move in the first half of 2001. Operations Dialight 2000 1999 £m £m Increase Turnover 71.0 52.6 35% Operating Profit 15.2 8.9 70% Dialight leads the world in the design and manufacture of electronic lighting products utilising LED (light emitting diode) technology and addresses two distinct markets. Dialight supplies opto-electronic assemblies to original equipment manufacturers in the information, communications and telecoms (ICT) sector who use them for status indication, channel identification and fault analysis. Dialight is also the pioneer in the rapidly emerging market for electronic lighting in the transport industry. Dialight's products are increasingly replacing conventional incandescent light bulbs in traffic signals, vehicle lighting and in the future, rail signals, runway lighting and other lighting applications. The company achieved very good revenue and profit growth in a buoyant market, largely as a result of substantial growth in new products. The demand for networks, modems, cellphones, base stations and other products associated with the wireless and internet revolution, created unprecedented demand for our opto electronic products and capacity was expanded to satisfy customer requirements. The higher value products we are now offering our communications customers also contributed to this growth. Additionally, the rate of growth in our electronic lighting modules for traffic signals increased as demand accelerates across the United States. The Dialight product consumes only 10% of the power of conventional light sources and lasts 10 times longer. As a result, this product line is now producing exciting growth. Very recent contract awards valued at $10 million in California and a further $1million in New Jersey, underpin the growth in this sector going forward. Additionally, the company has already begun to expand its value-added product offering to the transport industry, with the development of rail signals, obstruction lights, runway lighting, reading lights for aircraft and vehicles and many other applications. Management is currently focusing its efforts on increasing output to meet the increasing rate of demand for its transportation products and on retaining its present position as the world leader. To cope with anticipated growth, we are further expanding Dialight's manufacturing facility in Mexico by moving to a new 33,000 sq. ft. factory in Ensenada. This will be occupied by mid-year and will initially employ 100 staff but is expected to grow quickly to over 200 people. Dialight is also moving its headquarters in New Jersey into a new building better suited to the needs of a rapidly growing company. In two new initiatives Dialight has secured a licence to produce the SnapLED technology of LumiLeds (a joint venture between Agilent and Philips) for non-automotive applications and has agreed to acquire the assets and a licence to produce the LumiLeds light engine which will be increasingly used as the light source in traffic and rail signals. These initiatives, together with substantial investment in capital equipment and new product tooling at its plant in Roxboro, North Carolina, are designed to secure Dialight's status as the pre-eminent company in the field of electronic lighting across every sector. BLP, based in the UK, continues to make progress in developing its market position in the transport and energy management sectors. The company's success in winning new business with Renault, Volvo and Ford builds on its success with Jaguar where the company supplies Powermotive(TM) for every Jaguar model. The company is also increasing its sales in the energy management sector, particularly in the USA, driven by demand for remote on/off and connect/ disconnect functions in gas and electricity metering. Solartron 2000 1999 £m £m Increase Turnover 61.6 33.9 82% Operating Profit 4.9 3.4 45% For a generation, Solartron has been one of the leading suppliers of electronic measurement technology to the energy and process sectors. At the beginning of 2000 we acquired Mobrey, and the combined strength of the integrated businesses will significantly improve Solartron's presence in its chosen markets. The acquisition of Mobrey and its subsequent integration into Solartron were accomplished successfully and well within budget during the year. The current year will benefit fully from the substantial cost savings achieved from combining the businesses. Following the acquisition and consequent internal reorganisation, Solartron now has a number of focused brands addressing specific market segments. Solartron Mobrey serves the process sector, Solartron ISA addresses the energy sector, Solartron Metrology continues to focus on the quality control market, while Solartron Analytical supplies the materials market. Despite the energy market remaining weak, Solartron increased sales and profits following the acquisition of Mobrey. With signs of market improvement now becoming clear, particularly in gas extraction and with the full benefits of the integration, we are looking for a further significant improvement in 2001. New contracts to supply our subsea gas measurement technology, secured at the end of the year for gas platforms in the Gulf of Mexico and aggregating over $5.5 million, are clear signs of increasing investment in the sector. At year-end the combined order book was 35% stronger than at the start of the year. The company also continued to develop well in the materials and quality controls markets with new products contributing to a good, profitable performance. Weston 2000 1999 Increase/ £m £m (Decrease) Turnover 39.0 38.3 2% Operating Profit 7.5 8.3 (9%) Weston is a key supplier of electronic measurement products to the aerospace market where it has established a reputation as a leader in temperature and air pressure measurement by becoming the supplier of choice to major engine manufacturers including Rolls-Royce, GE and Pratt and Whitney, among others. Weston has reviewed its operations and has refocused to provide their expertise directly into specific market areas. The acquisition of the US company Norwich Aero Products in 1999 allowed Weston to substantially strengthen its position in temperature measurement, particularly in the United States, the world's largest market for aero engine manufacture and refurbishment. This strategy has proven to be effective as Norwich grew sales strongly during the year increasing Weston's share of the US market. As part of the same focusing process, Pressure Systems Inc and Weston have integrated their pressure measurement activities to form Weston Pressure Systems. This business is a leader in air pressure measurement and pressure scanning technology for aerospace applications. The company successfully applied its sophisticated electronic pressure measurement and scanning systems in upgrading the aero-engine test beds to Snecma of France. Weston's technology in air pressure measurement is acknowledged as among the best in the world with exceptional accuracy and outstanding long term stability. These products are capable of measuring the air pressure as a function of altitude to an accuracy measured in inches of altitude. For high performance aircraft, both civil and military, this is an essential function - and explains why the new Eurofighter will utilise Weston's pressure sensors. The aerospace industry operates on long timescales. Projects initiated now may not bear fruit for many years, but at Weston we have been investing carefully to ensure the company is positioned to exploit future developments in the sector. For example, the Trent 500 engine will be one of Rolls-Royce's main products for the next decade and Weston has invested substantial time, money and effort during the past year in developing an entire suite of temperature sensors for the engine. Engineering and product development will continue in 2001 and Weston will see substantial revenue from this programme from 2004 onwards. In later years, Weston will also supply the substantial aftermarket created by carriers replacing its sensor sets during each aircraft's life - a timespan of up to 25 years. Following four years of 20% growth the performance at Weston showed a slight decline over the year, although it was pleasing to note a better second half. Although sales were slightly higher, operating profits were reduced as a result of product and programme mix changes resulting from alterations in the phasing of certain programmes and the increased investment in engineering in the development of customer-led programmes already won by the company, including the Trent 500. Board At the Annual General Meeting Lindsay Bury, who has served on the Board for the past seven years, will retire from the Board. Our thanks go to Lindsay for his contribution to the Board and the Company. Outlook Volumes in the first two months of the current year for Dialight's opto electronics product line were ahead of last year but at a lower level than fourth quarter run rates. It is anticipated that volumes for the first half of this year will be similar to the first half of last year with an improvement expected in the second half. Demand for Dialight's electronic lighting modules for traffic signals continues to accelerate and with substantial new contracts already secured the product line is likely to grow strongly this year. Chairman's Statement and Chief Executive's Review contd In Solartron we expect to see an improving market environment in 2001 and beyond, as investment in the energy sector recovers after two weak years. Investment in the gas industry in particular is growing, leading to improved sales. Solartron will also enjoy the full benefit of the cost savings achieved last year from the integration of Mobrey. Increased investment in new programme engineering at Weston, together with the new contracts won, will begin to show yields over the next few years as these programmes come into production. However, the near term picture remains relatively flat. Having taken account of these factors, the Board looks forward to another year of improved performance and remains confident that Roxboro will deliver increased shareholder value in both the short and longer term. Sir Alan Cockshaw Harry Tee Chairman Group Chief Executive 15th March 2001 GROUP PROFIT AND LOSS ACCOUNT for the year ended 31 December 2000 Notes 2000 1999 £'000 £'000 1(a)/ 2a Turnover - Continuing operations 171,632 124,836 Cost of sales (111,368) (78,091) Gross profit 60,264 46,745 Distribution costs (21,525) (16,786) Administrative expenses (after goodwill amortisation (14,810) (11,778) of £938,000 (1999: £274,000) ) Operating profit - Continuing operations 1(b)/ 23,929 18,181 2a Operating profit before goodwill amortisation 24,867 18,455 Goodwill amortisation (938) (274) Exceptional items: 3 Costs of restructuring an operating division (3,561) - Profit on disposal of property 3,504 - Profit on ordinary activities before interest 23,872 18,181 Net interest payable (2,193) (329) Profit on ordinary activities before taxation 21,679 17,852 Tax on profit on ordinary activities (7,227) (6,057) Profit for the financial year attributable to members 14,452 11,795 of the parent company Dividends 5 (5,372) (4,901) Retained profit for the financial year 9,080 6,894 Pence Pence Earnings per share - basic 6 25.6 20.9 - adjusted 6 25.8 22.5 - diluted 6 25.4 20.7 GROUP STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES for the year ended 31 December 2000 2000 1999 £'000 £'000 Profit for the year attributable to 14,452 11,795 equity shareholders Currency translation differences on 1,090 362 foreign currency net investments Total gains recognised in the year 15,542 12,157 GROUP BALANCE SHEETS at 31 December 2000 2000 1999 £'000 £'000 Fixed assets Intangible assets 17,783 6,572 Tangible assets 23,705 32,561 Investments 16 39 41,504 39,172 Current assets Stocks 21,602 13,770 Debtors 33,727 24,686 Cash at bank and in hand 8,557 4,531 63,886 42,987 Creditors: Amounts falling due within one year Borrowings (1,870) (13,966) Other creditors (29,396) (21,968) (31,266) (35,934) Net current assets 32,620 7,053 Total assets less current liabilities 74,124 46,225 Creditors: Amounts falling due after more than one year Borrowings (17,254) (771) Provisions for liabilities and charges (1,508) (741) 55,362 44,713 Capital and reserves Called up share capital 565 563 Share premium account 5,370 4,893 Capital redemption reserve 51 51 Other reserves - - Profit and loss account 49,376 39,206 55,362 44,713 GROUP STATEMENT OF CASH FLOWS for the year ended 31 December 2000 Note 2000 1999 £'000 £'000 Cash flow from operating activities Net cash inflow from trading operations 2b 27,298 18,714 Outflow related to exceptional item: restructuring of (3,221) - division Cash flow from operating activities 24,077 18,714 Returns on investments and servicing of finance Interest paid (2,541) (635) Interest received 332 363 Net cash outflow from returns on investment (2,209) (272) and servicing of finance Taxation (7,934) (7,234) Capital expenditure and financial investment Purchase of tangible fixed assets (5,659)(19,580) Sale of tangible fixed assets 365 106 Exceptional item: Sale of property (net of related 18,815 - costs) Net cash outflow from investing activities 13,521 (19,474) Acquisitions and disposals Purchase of subsidiary undertakings (23,395) (7,342) Sale of subsidiary undertaking - (194) (23,395) (7,536) Equity dividends paid (5,017) (4,611) Cash outflow before use of liquid resources and (957)(20,413) financing Financing Issue of ordinary share capital 479 304 Loan advance 22,950 13,500 Loan repayments (18,474) (3,801) Capital element of finance lease rental payments (89) (60) 4,866 9,943 Increase/(decrease) in cash in the year 3,909 (10,470) Reconciliation of net cash flow to movements in net debt Increase/(decrease) in cash in the year 3,909 (10,470) Cash inflow from increase in debt and lease financing (4,387) (9,639) Change in net debt resulting from cash flows (478) (20,109) Loans and finance leases acquired with subsidiary - (1,345) undertakings Loan notes issued - (590) Translation difference 117 (58) Movement in net debt in the year (361) (22,102) Net debt at beginning of year (10,206) 11,896 Net debt at end of year (10,567) (10,206) NOTES TO THE ACCOUNTS 1. Segmental information Turnover, operating profit and net assets are analysed below: 2000 1999 £'000 £'000 a) Turnover By geographical destination: UK 38,977 29,974 USA 83,867 65,334 Other 30,743 15,896 European countries Rest of the 18,045 13,632 world 171,632 124,836 By geographical origin: UK 86,357 66,882 USA 82,839 63,137 Other 12,866 1,763 European countries 182,062 131,782 Inter-segment (10,430) (6,946) sales 171,632 124,836 By Business operation: Dialight 70,989 52,608 Weston 39,019 38,340 Solartron 61,624 33,888 171,632 124,836 b) Operating profit 2000 1999 £'000 £'000 By geographical origin: UK 12,425 11,946 USA 15,382 8,814 Other European countries (247) (152) Operating profit before 27,560 20,608 central costs and goodwill amortisation Central costs (2,693) (2,153) Goodwill amortisation (938) (274) Operating profit on ordinary 23,929 18,181 activities By business operation: Dialight 15,150 8,904 Weston 7,505 8,334 Solartron 4,905 3,370 Operating profit before 27,560 20,608 central costs and goodwill amortisation Central costs (2,693) (2,153) Goodwill amortisation (938) (274) Operating profit on ordinary 23,929 18,181 activities c) Net assets 2000 1999 £'000 £'000 By geographical origin: UK 34,618 19,220 USA 17,234 11,862 Other European countries 1,304 (99) 53,156 30,983 Unallocated central net 2,206 13,730 assets 55,362 44,713 By business operation: Dialight 18,755 13,500 Weston 9,770 11,046 Solartron 24,631 6,437 53,156 30,983 Unallocated central net 2,206 13,730 assets 55,362 44,713 The comparative figures shown above in note 1 have been renamed and restated following the reclassification of the Group into three business entities. The reclassification achieved clarity with the Group's activities focussed under three brand names. Following the restatement, the figures for Solartron Metrology are now included within the Solartron division. In 1999 Metrology had been included within the Weston division (previously named Sensors division). 2. Operating profit a) Acquisition In the letter sent out to shareholders at the time of the acquisition of the Mobrey group of companies, the Chairman of the Board explained that the Mobrey business was to be fully integrated into the existing Solartron Business. Following the successful integration of Solartron and Mobrey it is not possible to identify separately the results of the Mobrey business since acquisition. Turnover for the Mobrey business for the period 7 January 2000 to 31 December 2000 (post-acquisition period) is £28,409,000. 2000 1999 £'000 £'000 b) Reconciliation of operating profit to net cash inflow from operating activities Operating profit 23,929 18,181 Depreciation charges 5,501 4,301 Goodwill amortisation 938 274 Profit on sale of tangible fixed assets (202) (26) Increase in stocks (1,799)(2,337) Increase in debtors (872)(3,084) (Decrease)/increase in creditors (397) 1,314 Other non cash items 200 91 Net cash inflow from operating activities 27,298 18,714 3. Exceptional items Costs of restructuring an operating division Following the acquisition of the Mobrey group of companies in January 2000, the Solartron division underwent a fundamental restructuring. The restructuring programme included the integration of the manufacturing activity of the Solartron and Mobrey businesses, and a substantial redundancy programme across both businesses as part of the restructuring and formation of the new company, Solartron Mobrey Limited. As at the end of the year, the restructuring programme was operationally complete. Profit on disposal of property On 20 July 2000, the Group sold its interest in the freehold site at Farnborough and surrendered its interest in the long leasehold. As a consequence of the Farnborough site disposal agreement, Weston will relocate to the more modern leased building. This building offers Weston more space for future expansion. The exceptional items give rise to an overall tax credit of £906,000. 4. Taxation The taxation arising on ordinary activities includes overseas taxation of £ 5,640,000. 5. Dividends The directors have proposed a final dividend of 6.5p (1999: 5.9p) which is subject to shareholder approval at the Annual General Meeting on 25 April, 2001, and if approved, will be payable on 27 April 2001 to shareholders on the register on 23 March 2001. 6. Earnings per Share The calculation of earnings per ordinary share is based on profit of £ 14,452,000 (1999: £11,795,000) and on 56,422,000 (1999: 56,303,000) ordinary shares, being the average number of ordinary shares in issue during the year. The diluted earnings per share is based on profit for the year of £ 14,452,000 (1999: £11,795,000), and on 56,800,000 (1999: 57,015,000) ordinary shares, calculated as follows: 2000 1999 Thousands Thousands Basic weighted average number of shares 56,422 56,303 Dilutive potential ordinary shares: Employee share options 378 712 56,800 57,015 Reconciliation to adjusted earnings per share 2000 1999 Pence Pence Basic earnings per share 25.6 20.9 Non-recurring exceptional costs (1.5) - Non-recurring operating costs - 1.1 Goodwill amortisation 1.7 0.5 Adjusted earnings per share 25.8 22.5 7. The Annual Report and Accounts for the year ended 31 December 2000 which were approved by the Board of directors on 15 March 2001 includes an unqualified audit opinion and accounts will be despatched to shareholders on 26 March 2001. The accounts will be available from that date from the Company Secretary at the Company's registered office, Byron House, Cambridge Business Park, Cambridge, CB4 4WZ. 8. The above financial information does not constitute statutory accounts as defined in section 240 of the Companies Act 1985. The comparative financial information for the year ended 31 December 1999 is abridged and has been extracted from the statutory accounts, on which the auditors issued an unqualified opinion, and which have been delivered to the Registrar of Companies. - ENDS -

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