Dialight Regulatory News (DIA)

23 July 2012

PRESS RELEASE

Dialight plc

Half Yearly financial report

Highlights

·; Group Revenues up 18.2% at £61.1m (2011: £51.7m). Revenue from Continuing Operations up 13.6% at £53.1m (2011: £46.8m).

·; Signals/Illumination Revenue up by 25.1% to £42.7m (2011: £34.1m), driven by 65% growth in Solid State Lighting and 40% growth in Obstruction Lights.

·; Operating profit growth from Continuing Operations of 21% at £8.2m (2011: £6.8m).

·; Decision to dispose of Smart Metering product line. Now treated as Discontinued - Impact of Discontinued Operations reduced to a loss of £0.1m (2011: loss £0.5m).

·; Earnings per share from continuing operations (EPS) of 17.2p (2011: 12.7p).

·; Closing net cash £8.1m (2011: £6.2m)

·; Interim dividend increased to 4.0p (2011: 3.3p)

·; Acquisition of Airinet Controls to provide Smart Lighting for the Industrial Market

·; Manufacturing facility in Malaysia on track to commence production in Q3 2012

Roy Burton, Group Chief Executive, said:

"Another strong performance from Industrial and Obstruction lighting operations during the first half has contributed to our strong earnings growth and gives further confidence in our ongoing strategy. As we drive adoption of Dialight's technology into the industrial market place, the benefits for our customers around the world become ever more compelling."

For further information:

Roy Burton, Group Chief Executive and Mark Fryer, Group Finance Director, Dialight plc, Tel: 01638 778640 

Simon Bridges, Canaccord Genuity Limited, Tel: 020 7050 6500

Robert Speed, Kreab Gavin Anderson, Tel: 020 7074 1800 

dialight@kreabgavinanderson.com

Chairman and Chief Executive's statement

We are pleased to report another strong result for the first half of 2012 driven by good performance in our Signals/Illumination Segment and excellent growth in both Solid State Lighting and Obstruction Lighting

Group revenues for the six months ended 30th June 2012 were £61.1m (2011: £51.7m). Group Operating profit including Discontinued operations was £8.1m (2011: £6.2m). Following a strategic review the Group has decided to divest itself from the Smart Metering element of the Electromagnetic Components Segment. We expect that a transaction will be concluded successfully in the near future and therefore the Segment has been classed as held for sale and presented as a Discontinued Operation. Revenue from continuing operations were £53.1m (2011: £46.8m).

Signals/Illumination segment revenue grew by 25.1% with particularly strong growth in sales of both Obstruction and White Industrial Lights with increases in sales of 40% and 65% respectively. Contribution margins in this segment showed a further increase of almost 2% over the prior year to 45.7%, demonstrating once again the continued focus on re-engineering of our products along with ongoing operational improvement.

Earnings per share from continuing operations increased to 17.2p (2011: 12.7p). The Group generated cash from continuing operations of £9.8m and the cash position at the balance sheet date was £8.1m.

Dividend

The Board is pleased to declare an interim dividend of [4.0 p] a share (2011: 3.3p). The interim dividend is covered 4.2 times by Group profit after taxation (2011: 3.4 times) and 4.3 times by profit after tax from continuing operations (2011: 3.8 times).

The interim dividend is payable on 7th September 2012 to shareholders whose names are on the register of Members at close of business on 10th August 2012.

Board Changes

After almost seven years as Chairman and fifteen years as Group Chief Executive before that, Harry Tee CBE has announced his decision to retire before the end of the year. Under his guidance, the Group has successfully implemented its strategy to be a major player in the Solid State Lighting market and Harry leaves a company well positioned for further growth in both sales and profits in the coming years. The rest of the Board would like to express their deep appreciation for his wise counsel and support over the years.

Following an extensive search process, and on the recommendation of the Nominations Committee, the Board has appointed Bill Ronald, currently Senior Independent Director, to succeed Harry on his retirement.

Business Review

Signals/Illumination segment

The first six months of 2012 produced another strong result for the Group's key growth segment. Revenue grew by over 25% over the same period in 2011 driven by high growth in sales of both Obstruction Lights and White Industrial Lights. Contribution margins in the segment improved once again to over 45% driven by improved product design and aggressive supply chain management. As ever Dialight maintains a microscopic like focus on continuous development of its products to not only bring value to the Group but also to be able to offer enhanced value to its customers.

Solid State Lighting

Once again, the first six months of 2012 have shown continued strong growth in sales of Solid State Lighting. Dialight's strategy continues to be to focus on the replacement of lights in Heavy Industrial and Hazardous applications. Growth in the period was 65% over the same period in 2011 with increases in both customers and geographical coverage. The reason for this success has been the value proposition which Dialight's products bring to customers in its chosen markets; markets where not only energy saving but also reliability, maintenance, safety and the ability to withstand rugged environments are important. This value proposition is enhanced by the improvement in the performance of the LEDs which we use, but also more importantly by the expertise that Dialight brings to exploit these ever improving devices. Our development strategy is one of utilising short development cycles to bring enhanced products to market quickly and to enable the earliest use of the most advanced LEDs. This resulted in the development in the early part of this year of a 170 watt 17,000 lumen Highbay Light with an industry leading efficiency of 100 lumens/watt and the ability to replace a 400 watt conventional light.

To date, all of Dialight's Solid State Lighting has carried a comprehensive 5 year warranty with an expectation of several more years of savings. Improvements in LED technology have opened up the possibility of even longer lifetimes with insignificant changes in light output, the problem being how to ensure that the electronics driving the LEDs are as reliable as the LEDs themselves. Dialight has recently announced its first product with a guaranteed lifetime of 10 years. This has been achieved through unique redesign of the power electronics and the selection of high reliability components for the critical functions of the circuits. Whilst this extended and comprehensive warranty is currently limited to the 17,000 lumen HighBay, this has the potential to be extended to other products in our Lighting range giving our customers not just a short pay back period but the opportunity to enjoy the savings provided by our lights over many more years.

The acquisition of Airinet late in the first half is an important step in our drive to improve the value proposition offered by our products. We estimate that the efficient use of controls can accelerate the payback on a Solid Sate Lighting installation by up to six months. We expect to introduce a comprehensive power line control system to the Industrial Market by the end of this year

The market for our products has been estimated to be several billion dollars globally since we are addressing the installed base of Hazardous and Industrial Lighting. To be successful in bringing the advantages of our Solid State Lighting to this market, we need global sales channels and to that end we have significantly increased our sales forces around the world. Our objective this year is to double the number of sales personnel which we employ and the first half of this year has shown a continuation of that philosophy. We have increased our people in the USA and Mexico and having recently qualified our products to the Brazilian Inmetro standards, we plan to establish a sales force in Brazil to address the oil and gas market. Expansion continues in Europe and the Middle East as well as Australia. The establishment of a new facility in Penang, Malaysia will allow us to better service the Middle East and Australasian markets with lighting products.,

Obstruction Lighting

Sales in the half showed 40% growth compared to the same period last year driven as before by sales of our White Strobe Lights for the US Cellphone Tower market. In addition first sales of High Intensity Strobe Lights for the US Broadcast Tower market helped offset a little softness in the European Offshore Wind market. This newly introduced product addresses very tall towers of which there are more than 1800 in the US. This potential is valued at close to $200m for Dialight and at the time of writing, we are the only qualified supplier of such a light.

Traffic Signals

Traffic Light sales were down over 10% versus 2011 with the North American market suffering more than Europe. Our European sales were helped by one of our customers winning a major retrofit project for the City of Manchester. Budget constraints obviously affect the European market and the sales performance in North America reflects the lack of any major projects in the period. We would expect the second half to show some recovery.

LED Indication segment

Sales in this segment, which now includes £1.3m (2011: £1.5m) of residual Electromagnetic Component revenue which is not being held for sale, were down 17% at £10.4m (2011: £12.6m) compared to 2011 first half but relatively flat to the second half of 2011. This is a cyclical business and the lower revenues reflect lower confidence in our Distributor channels and weakness in the end user markets which are related primarily to Enterprise capital spending such as cloud computing, servers, networking equipment, data storage and internet access equipment .

We do not anticipate any real change to this segment in the near future as sales by our Distributors remain relatively flat.

Electromagnetic Disconnect segment

Our sales of high current switches into the US Smart Metering market were particularly strong in the period. This remains however a business that does not fit with our strategy and the Board has decided to divest with this segment. We expect that will be concluded successfully in the near future and therefore has been treated as an asset held for sale and disposed as a Discontinued operation.

Operations and Engineering

Once again our Operations and Engineering teams have played a major part in the Group's success. Cost reduction and reengineering programmes have enabled further improvement in contribution margins in Signals/Illumination, the first half returning a result of 45.7% a 1.9% improvement on the full year of 2011.

The establishment of Dialight Malaysia is an important milestone for Dialight. Supply chain efficiency is key to our ability to respond to a growing revenue line and as our sales grow in Asia; our Penang facility will be essential to efficient servicing of that demand.

Current Trading and Outlook

Despite the uncertain prospects for the world economy, our strategy of bringing compelling value propositions to sizeable and regulated markets through the application of LED technology continues to drive strong growth in both revenues and profits.

The future for our White Lighting product line is ever more exciting. The increase in the Group's sales of these products reflects our ability to focus on appropriate applications and capitalise on the benefits delivered by our Solid State Lights. The results of the first half give the Board confidence in achieving full year results at the higher end of current market expectations. The Board is confident that the Group's strategy will continue to deliver strong results in the current year and beyond.

Harry Tee CBE Roy Burton

Chairman Group Chief Executive

Condensed consolidated income statement

For the period ended 30 June 2012

* Reclassification - See note 5

** Underlying administrative expenses represents administrative expenses excluding non-underlying items

The accompanying Notes form an integral part of these interim financial statements.

A full breakdown of the underlying income statement can be found in note 5.

There were no non-underlying items in the 6 months ended 30 June 2012.

Condensed consolidated statement of comprehensive income

For the period ended 30 June 2012

The accompanying Notes form an integral part of these interim financial statements.

Condensed consolidated statement of changes in equity

For the period ended 30 June 2012 (Unaudited)

Condensed consolidated statement of changes in equity continued

For the period ended 30 June 2012 (Unaudited)

Condensed consolidated statement of total financial position

As at 30 June 2012 (Unaudited)

Condensed consolidated statement of cash flows

For the period ended 30 June 2012 (Unaudited)

Notes to the financial statements

For the period ended 30 June 2012 (unaudited)

1. Basis of preparation and principal accounting policies

Dialight Plc (the "Company") is a company domiciled in the UK. The condensed set of financial statements as at, and for, the six month period ended 30 June 2012 comprises the Company and its subsidiaries (together referred to as the "Group").

The Group financial statements as at, and for, the year ended 31 December 2011 prepared in accordance with IFRSs as adopted by the EU and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, are available upon request from the Company's registered office at Exning Road, Newmarket CB8 0AX.

The comparative figures for the year ended 31 December 2011 are not the Company's statutory accounts for that year. Those accounts have been reported on by the Company's auditors and delivered to the registrar of companies. The report of the auditors was (i) unqualified (ii) did not include any reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under Section 498(2) or (3) of the Companies Act 2006.

The condensed set of financial statements for the six month ended 30 June 2012 is unaudited but has been reviewed by the auditors. The Independent review report is set out at the end of this report.

Statement of compliance

The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU. The condensed set of financial statements do not include all of the information required for full annual financial statements, and should be read in conjunction with the Group's financial statements as at, and for the year ended 31 December 2011.

This condensed set of financial statements was approved by the Board of Directors on [23 July 2012].

Adoption of new and revised standards

There are a number of new standards, amendments to standards and interpretations which have been adopted as they are mandatory for the year ending 31 December 2012. However, none of these have had a material impact on the consolidated financial statements of the Group.

Estimates and judgements

The preparation of a condensed set of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

2. Operating segments

The Group has three reportable segments, as described below, which are the Group's strategic business units. The strategic units offer different products. They require different technology and marketing strategies. For each of the units the CEO reviews internal monthly reports. The following summary describes the operations in each of the Group's reportable segments.

The Group comprises the following business segments:

·; Signals/Illumination which addresses the increasing demands for Energy Efficient Lighting solutions through the use of high brightness LEDs and utilisation of a number of associated technologies. Areas of business include Traffic Signals, Obstruction Lights and Solid State Lighting products.

·; LED Indication components whose sales are primarily to Electronics OEMs for status indication and residual Electromagnetic components not held for sale; and

·; Electromagnetic components which supplies smart meter disconnect switches which are used by utility companies to manage remotely electrical supply to residential and business premises.

The Electromagnetic components segment is being held for sale and is being treated as a discontinued operation with the 30 June 2011 and 31 December 2011 comparatives restated accordingly.

There is no inter-segment revenue.

All revenue relates to the sale of goods. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated expenses comprise corporate costs including share-based payments. Unallocated assets and liabilities comprise an element of cash, borrowings, taxation and pension fund liabilities where it has not been possible to allocate to a specific segment.

There are no individual customers representing more than 10% of revenue.

2. Operating segments continued

Reportable segments

Note: Contribution is revenue less direct material, direct labour, freight and sales commission.

2. Operating segments continued

* Capital additions include property, plant and equipment, development costs, concessions, patents, licences and trademarks.

Not included above are central assets and depreciation not allocated to a segment.

* Unallocated assets and liabilities comprise an element of cash, borrowings, taxation and pension fund liabilities where it has not been possible to allocate to a specific segment.

2. Operating segments continued

Reconciliations of reportable segment revenues, profit or loss

Revenues

Profit or loss

Geographical segments

The Electromagnetic Components, LED Components and Signals/Illumination segments are managed on a worldwide basis, but operate in three principal geographic areas, UK, Europe and North America. The following table provide an analysis of the Group's sales by geographical market, irrespective of the origin of the goods. All revenue relates to the sale of goods.

Sales revenue by geographical market

3. Discontinued operations

The Group has been undertaking a strategic review of the Electromagnetic Components Segment from late 2011. We expect that a transaction will be concluded successfully in the near future and therefore the Segment has been classed as held for sale and presented as a Discontinued Operation in the Income Statement. The consolidated statement of total financial position has not been adjusted as any transaction is probable to exclude working capital and is envisaged to be a sale of patents and trademarks.

3. Discontinued operations continued

Results of discontinued operation

The loss from discontinued operation of £125,000 (2011: loss of £481,000) is attributable entirely to the owners of the Company. Of the profit from continuing operations of £5,497,000 (2011: £4,020,000), an amount of £5,564,000 (2010: £4,031,000) is attributable to the owners of the Company.

4. Acquisitions

On the 7 June 2012, Dialight plc's US subsidiary, Dialight Corporation acquired the assets of Airinet Inc, a lighting controls company, for upfront consideration of $2.6m with additional sums payable based on future revenue through to 2020 of up to $7.4m. Dialight assumed no liabilities on the acquisition and all employees will transfer to Dialight Corporation on completion. All patent applications have transferred to Dialight ownership. The intangible assets on acquisition are expected to be $7.7m. Due to the timing of the transaction being just prior to the half year end final intangible asset amount will be confirmed when we announce our full year results. Management expect the acquisition of the controls technology to increase Dialights earnings during 2013.

5. Non-underlying Income/Expense

The Income statement for June 2011 has been reclassified following the successful outcome of the granting of a lifetime licence and rail signalling settlement as described below.

In the first half of 2011, the Group granted a lifetime licence to a third party for the use of a number of our patents. The income from this licence of £2.7m is included within non-underlying other operating income.

In the second half of 2011, the Group reached agreement to settle a longstanding dispute with a rail signalling customer for which an LED signal had been in development since 2007. This dispute was provided in full for £2.8m in the first half of 2011 and this amount was paid in full in January 2012.The provision is included within non-underlying administrative expenses and non-trade payables at 31st December 2011.

At 30 June 2011, the licence income was netted against the customer provision within administrative expenses to avoid legal claims whilst negotiations were ongoing. The reclassification has no profit impact.

In the first half of 2011, the Group successfully bought out the US defined benefit pension scheme. The cash cost of securing these liabilities was £2.3m and as a result there is a one-off non-underlying financial expense of £0.7m which comprises £0.5m net settlement loss and £0.2m of fees and other incidental expenses.

6. Net financing expense

7. Income tax expense

The tax charge of £2,807,000 for the half year to 30 June 2012 reflects the anticipated effective tax rate of 34.0% for the year ending 31 December 2012 excluding the Malaysian operation which will start production in the second half of 2012. The effective tax rate is higher than the current UK tax rate of 24.5% due to the level of Group profits in the US which has an effective tax rate of 38.0%. The effective tax rate at the period ended 30 June 2011 was 36.0% and for the year ended 31 December 2011 was 33.0%.

8. Earnings per share

The calculation of basic earnings per share is based on the profit for the period of £5,372,000 (2011: £3,539,000) and a weighted average number of ordinary shares outstanding during the six months ended 30 June 2012 of 31,871,023 (2011: 31,582,225).

Profit attributable to ordinary shareholders

Weighted average number of ordinary shares

8. Earnings per share continued

The weighted average number of shares used in the basic earnings per share calculation excludes 47,596 shares held by the Dialight Employees' Share Ownership Plan Trust.

Underlying earnings per share are highlighted below as the Directors consider that this measurement of earnings give valuable information on the performance of the Group.

* Non-underlying items as explained in note 5.

9. Dividends

During the period the following dividends were paid:

* Relates to shares awarded under the PSP and deferred share bonus plan.

The Directors have declared an interim dividend of 4.0p per share (2011: 3.3p) costing £1,286,000 (including dividends on shares awarded under the PSP and deferred share bonus plan but not yet vested) (2011: £1,073,000). It is payable on 7 September 2012 to shareholders whose names are on the Register of Members at close of business on 10 August 2012. The ordinary shares will become ex-dividend on 8 August 2012.

As the dividend was declared after the end of the period being reported and in accordance with IAS 10 "Events after the Balance Sheet Date", the interim dividend has not been accrued for in these financial statements. It will be shown as a deduction from equity in the financial statements for the year ending 31 December 2012.

10. Principal exchange rates

11. Related party transactions

There have been no changes in the nature of related party transactions to those described in the 2011 Annual Report that could have a material effect on the financial position or performance of the Group in the period to 30 June 2012.

 12. Principal risks and uncertainties

The principal risks and uncertainties affecting the business activities of the Group for the next six months of 2012 remain those that are described on pages 24 to 25 of the Annual Report for the year ended 31 December 2011 (which can be found at www.Dialight.com).

These include the impact of wider macro-economic conditions, changes in government legislation/policy, changes in the competitive landscape, worldwide regulatory and legal compliance, problems with LED development or introduction of superior or preferred technology, failure to protect intellectual property portfolio, product liability, uncertain financial markets, the impact of foreign exchange rates and a failure to identify and integrate suitable acquisition targets.

Responsibility statement of the directors in respect of the half-yearly financial report

We confirm that to the best of our knowledge:

·; the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU;

·; the interim management report includes a fair review of the information required by:

(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.]

By order of the Board

Roy Burton Mark Fryer

Group Chief Executive Group Finance Director

23 July 2012

Independent review report to Dialight plc

Introduction

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2012 which comprises the Condensed consolidated income statement, Condensed consolidated statement of comprehensive income, the Condensed consolidated statement of changes in equity, the Condensed consolidated statement of financial position, the Condensed consolidated statement of cash flows and the related explanatory notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the Company in accordance with the terms of our engagement to assist the company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Services Authority ("the UK FSA"). Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FSA.

As disclosed in Note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2011 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FSA.

G A Watts

Senior Statutory Auditor

for and on behalf of KPMG Audit Plc,

Statutory Auditor

Chartered Accountants

One Snowhill

Snow Hill Queensway

Birmingham

B4 6GH

23 July 2012

There will be an analyst and investor meeting at 09.30 hours this morning at Kreab Gavin Anderson, Scandinavian House, 2-6 Cannon Street, London EC4M 6XJ.

A slide presentation of the event will be available at 09.30 hours on http://www.dialight.com

Internet users will be able to view this announcement, together with other information about Dialight plc at the company's web site http://www.dialight.com.

About Dialight  

Dialight plc is leading the lighting revolution for industrial users across the world. Applying leading edge LED technology it produces retro-fittable lighting fixtures designed specifically for hazardous locations, obstruction lighting, traffic and rail signalling to vastly reduce maintenance, save energy, improve safety and ease disposal. Versions of these high specification luminaries are also produced for more general commercial, industrial and outdoor situations.

Dialight comprises the following business segments:

·; Signals/Illumination which addresses the increasing demands for Energy Efficient Lighting solutions through the use of high brightness LEDs and utilization of a number of associated technologies. Areas of business include Traffic and Rail Signals, Obstruction Lights and Solid State Lighting products.

·; LED Indication components whose sales are primarily Electronic OEMs for status indication; and

·; Electromagnetic components which supplies smart meter disconnect switches which are used by utility companies to manage remotely electrical supply to residential and business premises.

The company is headquartered in the UK and listed on the London Stock Exchange (LSE:DIA.L,GB0033057794) with operating locations in the UK, USA, Germany, Denmark, Japan, Australia and Mexico. More information is available at www.dialight.com.

Cautionary statement

This announcement contains certain statements, statistics and projections that are or may be forward-looking. The accuracy and completeness of all such statements, including, without limitation, statements regarding the future financial position, strategy, projected costs, plans and objectives for the management of future operations of Dialight plc and its subsidiaries is not warranted or guaranteed. These statements typically contain words such as 'intends', 'expects', 'anticipated', 'estimates' and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Although Dialight plc believes that the expectations will prove to be correct. There are a number of factors, many of which are beyond the control of Dialight plc, which could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.