Interim Results

ROXBORO GROUP PLC 20 September 1999 Contacts: Harry Tee - Group Chief Executive Alf Vaisey - Group Finance Director The Roxboro Group PLC Telephone: 0171 601 1000 (20/09/99) Telephone: 01223 424626 (thereafter) Alistair Mackinnon-Musson Philip Dennis Square Mile Communications Telephone: 0171 601 1000 THE ROXBORO GROUP PLC Interim Results The Roxboro Group PLC, the Cambridge based controls technology group, announces its interim results for the 6 months ended 30 June 1999. Roxboro comprises a number of specialist manufacturing companies focused on growing niche sectors within the controls technology market. The Group consists of three divisions: Components, Sensors and Instrumentation. Roxboro has manufacturing facilities in the UK and the US, with sales offices throughout Europe, the USA and Asia Pacific. The key points are: * Turnover up to £60.4m (1998: £59.3m) * Orders received up to £66.2m (1998: £59.9m) * Profit before tax of £7.6m, after £0.7m of non-recurring costs * Underlying profit* £8.3m * Order book strengthens by 40%, providing a strong base for the second half * Component market recovered strongly in Q2 and was sustained into Q3. * Acquisition of Norwich Aero and ISA Controls completed and integrated well * Dividend increased by 8% *profit before goodwill and non-recurring costs Commenting on the results, Harry Tee, Chief Executive said: 'Given a 40% improvement in the strength of our order book since the beginning of the year and with signs of economic recovery in Asia, the prospects for Roxboro are encouraging for the second half and for the longer term.' The acquisition of Norwich Aero Products and ISA Controls strengthens Roxboro in key strategic markets and we will continue to pursue our strategy of seeking appropriate acquisitions to further strengthen the Group.' CHAIRMAN'S STATEMENT OVERVIEW OF THE ROXBORO GROUP RESULTS In the first six months the Group performed well in difficult market conditions, particularly in the petro-chemical sector. A 40% strengthening of the order book since the beginning of the year provides the Board with a high level of confidence for the second half. For the period to 30 June 1999 profits before tax and goodwill amortisation were £7.6m (1998 : £9.0m) on turnover of £60.4m (1998 : £59.3m). In total the Group incurred one-off costs of £0.7m in the period (1998: NIL); underlying profits before goodwill were therefore £8.3m. Basic earnings per share were 8.9p (1998 : 10.8p) and the interim dividend is increased by 8% to 2.8p (1998: 2.6p), reflecting the Board's confidence in the Group's prospects. The dividend will be paid on 27 October 1999 to shareholders registered on 01 October 1999. Roxboro has continued to invest in the future not only through acquisitions and capital expenditure, but also in taking the opportunity to acquire the freehold of our Farnborough site which, in aggregate, amounted to £25.9m. This resulted in net debt of £12.5m at the half year. However, it is anticipated that the onward sale and partial lease back of the Farnborough site will be achieved in the second half, restoring a strong, positive cash balance at the year end. The first half of 1999 has been a period during which Roxboro has successfully further developed its strategy within the Controls Technology sector. The acquisition of Norwich Aero Products Inc., a US based manufacturer of temperature sensors for the aerospace industry, in January was followed by the purchase of ISA Controls Limited, a leading UK manufacturer of flow and temperature measurement products used in the petro-chemical sector, in June. Each of these initiatives strengthens our strategic position in key markets. The Board were very disappointed that the negotiations on a major US acquisition opportunity did not proceed to a satisfactory conclusion. The costs incurred were written off in the first half. OPERATIONAL REVIEW Components Sector The Components sector picked up strongly after a slow start to the year, with the Division overall showing a 29% improvement in operating profits on the second half of 1998 to £4.3m. This result was achieved despite incurring £265k of legal costs in successfully defending a patent infringement claim against Dialight's solid state traffic light products. Underlying profit (excluding these legal costs) was up 5% on the first half of 1998. Dialight's component business, which dominates its market in the USA, strengthened significantly in the second quarter and has continued strongly into the third quarter. Major successes with Nortel, Cisco and 3-Com in the data communications field, and with Microsoft, for a key optical component to be used in a new mouse, will underpin the growth of Dialight's component business. It is pleasing to note the Dialight Transportation Product Group (which produces innovative solid state traffic lights using high illuminescence LED technology) made a healthy contribution to profit for the first half and is continuing to progress well. Major contracts are increasingly being awarded at State level and this has helped Dialight win new business in California, New Jersey, Kansas, Washington State and North Carolina. This has consolidated Dialight's position as the clear market leader in the rapidly growing solid state traffic light market, sales of which increased by 40% over the same period last year. BLP has achieved excellent success with its 200A Powerpulse product in North America. Companies such as Motorola, Schlumberger, ABB and Siemens have designed Powerpulse into their next generation of electricity meters to provide a connect/disconnect function. This facility is necessary in prepayment meters or AMR (Automatic Meter Reading) meters. In the automotive sector Powermotive is now being supplied into the new Rover 75 as well as other vehicles, including the Jaguar 'S' Class. Sensors The Sensors Division continued to develop well, with the division showing an increase in operating profit of 14% over the same period of last year, to £4.9m. The acquisition of Norwich Aero Products in January strengthens Roxboro's position in the aeroengine accessory market. The award by Rolls-Royce of the entire suite of thermocouples and speed sensors on the new Trent 500 engine underpins Weston's market leadership position and its future growth prospects although the engine will not go into full production until 2001. Weston continues to gain market share in the key aftermarket, with KLM awarding the company a $2.3m contract to retrofit temperature sensors on its engines in a refit programme which is anticipated to begin later in the year. Both Solartron Metrology and Pressure Systems Inc continue to do well with Metrology enjoying strong market conditions in North America, Germany and France, although the UK remained weak. Instrumentation In response to the expected and widely acknowledged slow down in the petro-chemical sector which resulted in a subdued performance at our Instrumentation Division, we have restructured and reduced costs at Solartron, including the appointment of a new Managing Director. These factors taken together resulted in the Division returning a loss for the period of £364k, after absorbing restructuring costs of £270k. The Division is now beginning to see the benefits of the cost reduction programmes and this, together with signs of a pick-up in business in Asia, has contributed to an improved performance in recent months. With oil prices now much stronger we expect to see the benefits of many capital projects being restored to customers' Year 2000 budgets. The Group's position in this market was strengthened in June with the acquisition of ISA Controls Limited. The integration of ISA is progressing well and will substantially strengthen its international sales, particularly as the market for in-line multiphase measurement in the oil and gas markets is developed. Prospects Orders received in the first six months were £66.2m compared with £59.9m in the same period last year and £51.9m in the second half of 1998. This forward trend has continued with the Group order book now much stronger than at the beginning of the year, giving a strong base for the remainder of the year. Given the improved order book and signs of an economic revival in Asia, the immediate and longer term prospects for Roxboro are encouraging. Sir Alan Cockshaw H.L. Tee Chairman Chief Executive Group Profit and Loss Account Unaudited interim results for the half year ended 30 June 1999 1999 1998 1998 6 months 6 months 12 months ended ended ended 30 June 30 June 31 December Notes £'000 £'000 £'000 --------------------------------------------------------------------- Turnover Continuing operations 58,053 59,314 114,233 Acquisitions 2,342 - - --------------------------------------------------------------------- 2(a) 60,395 59,314 114,233 --------------------------------------------------------------------- Operating profit before goodwill amortisation Continuing operations 7,278 8,866 17,182 Acquisitions 196 - - --------------------------------------------------------------------- 7,474 8,866 17,182 Goodwill amortisation (102) - - --------------------------------------------------------------------- Total operating profit 2(b) 7,372 8,866 17,182 Net interest receivable 85 90 273 --------------------------------------------------------------------- Profit on ordinary activities before taxation 4 7,457 8,956 17,455 Tax on profit on ordinary activities 5 (2,461) (2,821) (5,204) --------------------------------------------------------------------- Profit on ordinary activities after taxation 4,996 6,135 12,251 Minority interest - (52) (135) --------------------------------------------------------------------- Profit for the financial period attributable to shareholders 4,996 6,083 12,116 Dividends (1,577) (1,461) (4,495) --------------------------------------------------------------------- Retained profit 3,419 4,622 7,621 Pence Pence Pence Dividends per share 8 2.8 2.6 5.4 ---------------------------------- Earnings per share Basic 9 8.9 10.8 21.6 ---------------------------------- Diluted 9 8.7 10.6 21.1 ---------------------------------- Group Balance Sheet Unaudited interim results at 30 June 1999 1999 1998 1998 Notes 30 June 30 June 31 December £'000 £'000 £'000 --------------------------------------------------------------------- Fixed assets Intangible assets 6 6,744 - - Tangible assets 32,109 15,958 15,030 Investments 39 62 39 --------------------------------------------------------------------- 38,892 16,020 15,069 --------------------------------------------------------------------- Current assets Stock 13,152 11,133 10,692 Debtors 24,592 18,919 19,898 Cash at bank and in hand 1,083 15,328 15,125 --------------------------------------------------------------------- 38,827 45,380 45,715 --------------------------------------------------------------------- Creditors Amounts falling due within one year Borrowings (12,569) (6,614) (3,222) Other creditors (22,004) (19,201) (19,545) --------------------------------------------------------------------- (34,573) (25,815) (22,767) Net current assets 4,254 19,565 22,948 --------------------------------------------------------------------- Total assets less current liabilities 43,146 35,585 38,017 Creditors Amounts falling due after more than one year Borrowings (974) (472) (7) Provisions for liabilities and charges (705) (834) (731) --------------------------------------------------------------------- 41,467 34,279 37,279 Minority interests - (134) (217) --------------------------------------------------------------------- 41,467 34,145 37,062 ---------------------------------- Capital and reserves Called up share capital 563 562 562 Share premium account 4,871 4,590 4,590 Capital redemption reserve 51 51 51 Profit and loss account 35,982 28,942 31,859 --------------------------------------------------------------------- 41,467 34,145 37,062 ---------------------------------- Group statement of total recognised gains and losses Unaudited interim results for the half year ended 30 June 1999 1999 1998 1998 6 months 6 months 12 months ended ended ended 30 June 30 June 31 December £'000 £'000 £'000 --------------------------------------------------------------------- Profit for the period attributable to equity shareholders 4,996 6,083 12,116 Currency translation differences on foreign currency net investments 636 40 (42) --------------------------------------------------------------------- Total gains recognised in the period 5,632 6,123 12,074 ---------------------------------- Reconciliation of movements in shareholders' funds Unaudited interim results for the half year ended 30 June 1999 1999 1998 1998 6 months 6 months 12 months ended ended ended 30 June 30 June 31 December £'000 £'000 £'000 --------------------------------------------------------------------- Total recognised gains and losses 5,632 6,123 12,074 Dividends (1,577) (1,461) (4,495) Shares issued 282 39 39 Goodwill written back 68 - - --------------------------------------------------------------------- Net change to shareholders funds 4,405 4,701 7,618 Balance brought forward 37,062 29,444 29,444 --------------------------------------------------------------------- Balance carried forward 41,467 34,145 37,062 ---------------------------------- Group Statement of Cash Flows Unaudited interim results for the half year ended 30 June 1999 1999 1998 1998 6 months 6 months 12 months ended ended ended 30 June 30 June 31 December Notes £'000 £'000 £'000 --------------------------------------------------------------------- Cash flow from operating activities 3 6,653 9,327 16,680 --------------------------------------------------------------------- Returns on investments and servicing of finance Interest paid (208) (280) (461) Interest received 308 370 734 --------------------------------------------------------------------- Net cash inflow from returns on investment and servicing of finance 100 90 273 Taxation (1,698) (2,525) (4,370) Capital expenditure and financial investment Purchase of tangible fixed assets (16,819) (2,037) (3,948) Sale of tangible fixed assets 57 95 1,371 --------------------------------------------------------------------- Net cash outflow from investing activities (16,762) (1,942) (2,577) Acquisitions and disposals (9,094) - - Equity dividends paid (3,034) (2,752) (4,213) --------------------------------------------------------------------- Cash (outflow)/inflow before use of liquid resources and financing (23,835) 2,198 5,793 ---------------------------------- Financing Issue of ordinary share capital 282 39 39 Loan advances(repayments) 14,001 (954) (4,734) Capital element of finance lease rental payments (8) (16) (34) --------------------------------------------------------------------- 14,275 (931) (4,729) --------------------------------------------------------------------- (Decrease)/increase in cash in the period (9,560) 1,267 1,064 ---------------------------------- Reconciliation of net cash flow to movements in net debt 1999 1998 1998 6 months 6 months 12 months ended ended ended 30 June 30 June 31 December £'000 £'000 £'000 (Decrease)/increase in cash in the period (9,560) 1,267 1,064 Cash flow from (increase)/decrease in debt and lease financing (13,993) 970 4,768 --------------------------------------------------------------------- Change in net debt resulting from cash flows (23,553) 2,237 5,832 Translation difference (39) (47) 12 --------------------------------------------------------------------- Movement in net cash in the period (23,592) 2,190 5,844 Net cash at beginning of period 11,896 6,052 6,052 Funding of subsidiaries acquired (764) - - --------------------------------------------------------------------- Net (debt)/cash at end of period (12,460) 8,242 11,896 ---------------------------------- Notes to the Financial Report 1) Basis of preparation of interim financial information The interim financial information has been prepared on the basis of the accounting policies set out in the group's statutory accounts for the year ended 31 December 1998. 2) Segmental information Turnover, operating profit and net assets are analysed below: 1999 1998 1998 6 months 6 months 12 months ended ended ended 30 June 30 June 31 December £'000 £'000 £'000 --------------------------------------------------------------------- a) Turnover By geographical destination: UK 14,292 13,998 28,192 USA 32,729 30,582 58,050 Other European countries 7,956 8,521 15,876 Rest of the world 5,418 6,213 12,115 --------------------------------------------------------------------- Continuing operations 60,395 59,314 114,233 ---------------------------------- By geographical origin: UK 31,869 33,259 65,988 USA 30,882 29,142 54,996 Other European countries 896 892 1,791 --------------------------------------------------------------------- Continuing operations 63,647 63,293 122,775 Inter-segment sales (3,252) (3,979) (8,542) ---------------------------------- 60,395 59,314 114,233 ---------------------------------- By business operation: Components 25,810 25,277 45,538 Sensors 23,959 20,896 43,125 Instrumentation 10,626 13,141 25,570 --------------------------------------------------------------------- Continuing operations 60,395 59,314 114,233 ---------------------------------- b) Operating profit/(loss) By geographical origin: UK 4,703 5,883 11,861 USA 4,087 4,260 7,675 Other European countries (42) (45) (155) --------------------------------------------------------------------- Operating profit before central costs and goodwill amortisation 8,748 10,098 19,381 Central costs (1,274) (1,232) (2,199) Goodwill amortisation (102) - - ---------------------------------- Operating profit on ordinary activities 7,372 8,866 17,182 ---------------------------------- By business operation: Components 4,232 4,263 7,548 Sensors 4,880 4,294 9,282 Instrumentation (364) 1,541 2,551 --------------------------------------------------------------------- Operating profit before central costs and goodwill amortisation 8,748 10,098 19,381 Central costs (1,274) (1,232) (2,199) Goodwill amortisation (102) - - ---------------------------------- Operating profit on ordinary activities 7,372 8,866 17,182 ---------------------------------- c) Net assets By geographical origin: UK 24,378 14,143 17,100 USA 13,606 11,723 11,595 Other European countries 198 343 188 --------------------------------------------------------------------- 38,182 26,209 28,883 Unallocated central net assets 3,285 7,936 8,179 ---------------------------------- 41,467 34,145 37,062 ---------------------------------- By business operation: Components 12,765 12,451 11,507 Sensors 19,599 9,018 12,364 Instrumentation 5,818 4,740 5,012 --------------------------------------------------------------------- 38,182 26,209 28,883 Unallocated central net assets 3,285 7,936 8,179 ---------------------------------- 41,467 34,145 37,062 ---------------------------------- 3) Reconciliation of operating profit to net cash inflow from operating activities 1999 1998 1998 6 months 6 months 12 months ended ended ended 30 June 30 June 31 December £'000 £'000 £'000 --------------------------------------------------------------------- Operating profit 7,372 8,866 17,182 Depreciation 2,080 1,867 3,564 Goodwill amortisation 102 - - Profit on sale of tangible fixed assets (2) (43) (232) (Increase)/decrease in stocks (1,485) (350) 91 Increase in debtors (2,560) (2,251) (3,230) Increase/(decrease) in creditors 1,235 1,238 (718) Other non cash items (89) - 23 ---------------------------------- Net cash inflow from operating activities 6,653 9,327 16,680 ---------------------------------- 4) Operating profit Operating profit is stated after charging the following non-recurring costs: £'000 ------- Aborted acquisition costs 189 Re-organisation costs 270 Costs in respect of litigation case 265 ------- 724 ------- 5) Taxation The tax charge of £2,461,000 for the half year to 30 June 1999 reflects the anticipated effective tax rate for the year ending 31 December 1999. 6) Acquisitions Roxboro acquired the entire issued share capital of Norwich Aero Products Inc. on 8 January 1999 for consideration of $8.3m. The fair value of net assets acquired amounted to $2.3m giving rise to goodwill of approximately $6m. On 6 June 1999 the Group acquired 100% of the share capital of ISA Investments Limited . The initial consideration was £4.0m and the fair value of net assets acquired was £0.7m giving rise to goodwill of approximately £3.3m. Further consideration of £3.5m is payable should specific profit performance criteria be achieved over the two year period to May 2001. The goodwill shown above is based on preliminary estimates of the fair value of net assets acquired. 7) Disposal of subsidiary On 15 January 1999 Pressure Systems Inc sold its shares in Keller PSI Inc. The calculation of the profit on disposal is as follows: £'000 ------- Consideration (net of expenses) 560 Group's share of net assets sold (492) Write-back of goodwill (68) ------- Profit on disposal - ------- 8) The directors have declared an interim dividend of 2.8p net (1998: 2.6p net) payable on 27 October 1999 to shareholders on the register on 1 October 1999. 9) Earnings per share attributable to equity shareholders are based upon the weighted average number of shares in issue during the period of 56,276,392 (1998: 30 June 1998 56,168,753 shares; 31 December 1998 56,175,075 shares). The diluted earnings per share are based upon the weighted average number of shares in issue during the period as adjusted for options outstanding. 10) The financial information for each of the half years 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 1998 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. 11) Year 2000 Compliance As noted in the 1998 Annual Report and Accounts, the Board commissioned a Group-wide programme to address the impact of the Year 2000 on the businesses. Given the complexity of the problem, it is not possible for any organisation to guarantee that no Year 2000 problems will remain, because at least some level of failure may still occur. However The Board has continued to receive regular reports and believe that the Group's businesses have now substantially achieved compliance of those items which are under their direct control. The estimate of millennium issue related costs in 1999 is no more than £150,000.

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