Interim Results

Senior PLC 7 September 2000 Interim Results for the half-year ended 30 June 2000 HIGHLIGHTS * Sales from continuing operations up 15.5% to £260.3m (1999 - £225.4m) * Operating profit from continuing operations, before exceptional costs and goodwill amortisation, up 9.3% to £25.9m (1999 - £23.7m) * Interim Dividend maintained at 1.84p per share * Strategic Review completed * New strategy established: - Specialised Industrial Division to be sold - Central overhead reduction plan put into effect - Focus upon Aerospace and Automotive Divisions, with their global blue chip customer bases - New executive management team in place Commenting on the results, Dr Alan Watkins, Chairman of Senior plc said: 'This has been a challenging six months for Senior. Our new strategy to restore the fortunes of the Group is being pursued vigorously and our prospects in both the aerospace and automotive markets remain encouraging'. For further information please contact: Senior plc on 7 September 2000 020 7251 3801 thereafter Dr Alan Watkins, Chairman 01923 714749 Graham Menzies, Group Chief Executive 01923 714702 Mark Rollins, Group Finance Director 01923 714709 Finsbury Limited 020 7251 3801 James Murgatroyd/Morgan Bone Internet users will be able to view this announcement, together with other information about Senior plc, on the web site: www.seniorplc.com You may receive future Senior plc News Releases by post, fax or e-mail. If you would like to change from the current method please contact Jane Davie at Finsbury Limited, at the telephone number above, or e-mail your request to her at daviej@finsbury.com Note to Editors: Senior plc is an international engineering group with annual turnover of approximately £500m. It is the clear global leader in the design, manufacture and marketing of thin-walled flexible tubing and related high technology products, serving the aerospace, automotive and specialised industrial markets. Interim Statement 2000 Overview The six months to June 2000 saw substantial changes at Senior. Following the disappointments of last year, including the announcement on 3 December 1999 of accounting irregularities at Ketema, a strategic review was undertaken in conjunction with our financial advisers. An announcement was made on 1 February 2000 that a number of preliminary approaches for the Group had been received. It was subsequently announced on 17 May 2000, however, that none of these preliminary approaches had resulted in a formal offer being made for the Group and that a new strategy for the Group was being implemented. This strategy included changes to the executive team, a substantial reduction in central operating overheads in the UK, USA and Asia and the proposed sale of the Specialised Industrial Division, to reduce debt and allow both cash and management resources to be concentrated on the future development of the Aerospace and Automotive Divisions. This strategy is being vigorously implemented by the new Chief Executive and the new executive team. Financial Highlights Sales from continuing operations were up 15.5% to £260.3m (1999 - £225.4m) and operating profits from continuing operations, before exceptional costs and goodwill amortisation, increased by 9.3% to £25.9m (1999 - £23.7m). If the impact on the first half of 1999 of the accounting irregularities at Ketema is taken into account (estimated £2.5m reduction in operating profits) then the increase was 22.2%. Such an adjustment is considered appropriate as the accounting irregularities were not uncovered until the second half of 1999 and consequently were not included in the interim results for 1999 (the 1999 year end accounts included £5.1m as the effect on the full year of the accounting irregularities). Group operating margin, on continuing operations, increased to 10.0% (1999 - 9.4% allowing for the adjustment in respect of Ketema). Following the completion of the strategic review and the implementation of the independent strategy, the Board has undertaken a detailed appraisal of all its businesses and an in-depth review of the carrying values of assets and liabilities on its balance sheet. As a result of these reviews, and the disposal of a loss making subsidiary, the Group incurred £13.8m of exceptional costs and £15.9m of losses on disposal of operations. The exceptional costs of £13.8m comprise £8.3m of restructuring and redundancy costs, £1.5m of professional fees relating to the strategic review carried out in late 1999 and early 2000 and £4.0m following a review of the certainty of recovery of non-funded development engineering costs which resulted in all non-contractually guaranteed costs being expensed. The Group will apply this policy to all its non-funded development costs going forward and no such costs remain on the Group's balance sheet following this write-down. The loss on disposal of discontinued operations includes a provision of £13.3m against the loan note received on the disposal of the Thermal Engineering Division in 1997 and its related accrued interest, a release of £4.3m of accruals for potential liabilities associated with the same disposal and an additional accrual of £2.5m relating to the 1999 disposal of the Precision Tube companies. The provision for loss on disposal of a business within continuing operations of £4.4m comprises the loss on the disposal of Nordklima Luft-und Warmetechnik GmbH (which includes the operations of Nordklima and KesslerTech) which was completed on 28 July 2000. Due to its non-material nature, the results of this business have been reported within continuing operations. In the period under review the business contributed operating losses of £1.7m on turnover of £4.1m. After the one-off costs discussed above, the Group reported a loss before tax of £10.6m (1999 - loss of £24.2m). With a tax charge at 26% of taxable profits (1999 half-year - 35%; 1999 year - 27%), the underlying earnings per share (excluding goodwill amortisation and losses on disposal of businesses but including exceptional costs) is 2.01p (1999 - 3.21p). In accordance with the statement of 17 May 2000, and the circular to shareholders of 22 May 2000, that throughout the restructuring period the Board expected to maintain dividends, the Board has declared an unchanged interim dividend of 1.84p per share which will be paid on 30 November 2000 to shareholders on the register at 3 November 2000. The Group reported a net cash outflow before investing and financing activities of £6.3m, much improved on the first half of 1999 (£18.9m outflow). Net capital expenditure at £8.7m was in line with depreciation and significantly lower than in the first half of 1999 (£21.5m), reflecting the well invested nature of the Group and tighter control over fixed asset investment. An increase in working capital of £10.4m (1999 - £26.6m) and a currency impact of £5.8m (1999 - £2.3m) contributed to an increase in net debt to £162.3m at the period end (31 December 1999 - £140.8m). This level of debt represents gearing under FRS10 of 135% (31 December 1999 - 104%) with interest cover at 5 times (1999 year - 6 times). Aerospace Sales in the Aerospace Division, representing 34% of the Group's sales, were up 23.5% to £90.0m (1999 - £72.9m) helped by a full contribution from the businesses bought from Cork Industries in September 1999. Ketema has been restored to profitability and positive cash generation as a result of the actions taken by the new management. These include a significant reduction in its cost base and the introduction of tight controls over working capital. The Division's profit on continuing operations, before exceptional costs and goodwill amortisation, increased by 24.7% to £9.6m (1999 - £7.7m after deducting £2.5m being the estimated effect of the Ketema accounting irregularities on the first half of 1999). The Division's manufacturing capability will be broadened by the planned opening of a new low-cost manufacturing facility in Mexico, based on a long-term sales agreement with an existing customer. The commercial aerospace market, and in particular the regional jet sector, continues to yield significant opportunities for the Division whose growing capability is increasingly able to meet the needs of both its airframe and engine customers. Automotive Sales in the Automotive Division, representing 33% of the Group's sales, were up 10.1% to £84.8m (1999 - £77.0m). This growth came from new programmes reaching full production and strong market demand in both the USA and Europe. Currently, however, we are experiencing a modest softening in schedules. Operating profits for the Division, on continuing operations before exceptional costs and goodwill amortisation, increased by 6.6% to £14.5m (1999 - £13.6m). Changes in fuel injection configurations, and the continuing pressures to upgrade emission, noise and vibration performance in vehicles are all providing opportunities for the technical problem solving capabilities of Senior's automotive businesses. In addition, the profitable low-cost operations that the Group has established in South Africa, India and Brazil, together with the Group's existing engineering skills, are helping to develop a wider customer base. A technical sales office has been established in Germany, the largest and most important automotive market in Europe and where Senior has hitherto been under-represented. Promising customer contact has commenced and a low-cost manufacturing capability in Eastern Europe is likely to be established as further development of the European market sector is pursued. Specialised Industrial Sales in the Specialised Industrial Division, which represent 33% of the Group's sales, were up 13.7% to £86.3m (1999 - £75.9m) primarily due to the inclusion of Pathway which was acquired in the second half of 1999. The Division includes the globally based Flexonics businesses, with world leading positions in flexible hose, precision bellows and all types of expansion joints, and the Air Systems businesses located in the UK and Germany. In the six months to June 2000, market conditions were encouraging but competitive, with the operating profit of continuing operations (excluding Nordklima), before exceptional costs and goodwill amortisation, increasing to £3.2m (1999 - £1.2m). Specific positive market developments in the oil, micro-turbine and semi-conductor industries gave rise to new business opportunities whilst, at the same time, the Division continued to streamline its operations and strengthen its management teams. The loss making Air Systems business of Nordklima was sold to its management on 28 July 2000, leaving only the profitable Polenz business within the German Air Systems market. Employees and the Board In the period under review, there was considerable change amongst the executive members of the Board as the Group addressed the difficulties resulting from the events of 1999. In March 2000, Graham Menzies joined as Group Chief Executive, and in August 2000, Mark Rollins was promoted to be the new Group Finance Director. Andrew Parrish, Terry Garthwaite and Bill Kowal have all left the Board. I have indicated to the Board my intention to stand down at the next AGM and am pleased that James Kerr-Muir, who has served as a non-executive on the Senior Board for over four years, has accepted the appointment of Deputy Chairman in preparation to succeed me as Chairman next year. Clearly these have been challenging times for everyone at Senior and I would like to thank all our employees who have continued to work with diligence and commitment throughout this difficult period. Outlook A new and well defined strategy has been established for Senior and it is being vigorously implemented. Our markets continue to be encouraging and the opportunities before us are numerous. The Board believes that the value of Senior will be strengthened by the implementation of the new strategy. Dr A K Watkins Chairman 7 September 2000 Group Results for the half-year ended 30 June 2000 (unaudited) Notes Half-year Half-year Year June 2000 June 1999 1999 £m £m £m --------- --------- --------- Turnover Continuing operations 260.3 225.4 465.2 Discontinued operations 2 - 31.6 31.6 --------- --------- --------- 1 260.3 257.0 496.8 ========= ========= ========= Operating profit before exceptional items and goodwill amortisation Continuing operations 25.9 23.7 39.1 Discontinued operations 2 - (0.2) (0.2) --------- --------- --------- 25.9 23.5 38.9 --------- --------- --------- Exceptional items and goodwill amortisation Exceptional items 3 (13.8) (19.0) (31.8) Amortisation of goodwill (3.0) (1.3) (3.6) --------- --------- --------- (16.8) (20.3) (35.4) --------- --------- --------- Total operating profit Continuing operations 9.1 4.0 4.3 Discontinued operations 2 - (0.8) (0.8) --------- --------- --------- 1 9.1 3.2 3.5 Share of operating profit in 0.6 0.1 0.7 associated undertaking Amortisation of goodwill (0.1) - (0.2) arising on acquisition of associated undertaking Profit/(loss) on sale of 0.1 (0.1) (0.3) fixed assets in continuing operations Provision for loss on 4 (4.4) - - disposal of business within continuing operations Loss on disposal of 4 (11.5) (25.1) (25.1) discontinued operations --------- --------- --------- Loss on ordinary activities (6.2) (21.9) (21.4) before interest and taxation Interest payable (net) (4.4) (2.3) (5.4) --------- --------- --------- Loss on ordinary activities (10.6) (24.2) (26.8) before taxation Tax on profit on ordinary 5 (2.2) (5.3) (4.1) activities --------- --------- --------- Loss on ordinary activities (12.8) (29.5) (30.9) after taxation Dividends (5.6) (5.6) (14.9) --------- --------- --------- Loss for the period (18.4) (35.1) (45.8) ========= ========= ========= (Loss)/earnings per share 6 Basic (4.17)p (9.63)p (10.08)p Diluted (4.17)p (9.59)p (10.06)p Underlying 2.01p 3.21p 6.03p ========= ========= ========= Dividends per share 1.84p 1.84p 4.88p ========= ========= ========= Summarised Group Balance Sheet as at 30 June 2000 (unaudited) 30 June 30 June 31 Dec 2000 1999 1999 £m £m £m --------- --------- --------- Fixed assets Intangible assets - goodwill 114.6 48.3 113.3 Tangible assets 108.1 97.2 104.2 Investments 8.6 7.7 8.7 --------- --------- --------- 231.3 153.2 226.2 --------- --------- --------- Net current assets Stocks 64.3 71.7 63.1 Debtors 104.0 105.3 107.0 Creditors including deferred tax (117.1) (105.9) (119.8) --------- --------- --------- 51.2 71.1 50.3 --------- --------- --------- Net borrowings (162.3) (76.6) (140.8) --------- --------- --------- Net assets 120.2 147.7 135.7 ========= ========= ========= Capital and reserves Called-up share capital 30.7 30.7 30.7 Share premium 3.5 3.2 3.4 Other reserves 17.7 17.7 17.7 Profit and loss account 68.2 96.0 83.8 --------- --------- --------- Shareholders' funds 120.1 147.6 135.6 Minority interests - equity 0.1 0.1 0.1 --------- --------- --------- Total capital employed 120.2 147.7 135.7 ========= ========= ========= Reconciliation of Movements in Shareholders' Funds for the half-year ended 30 June 2000 (unaudited) Half-year Half-year Year June 2000 June 1999 1999 £m £m £m --------- --------- --------- At beginning of period 135.6 152.3 152.3 Loss on ordinary activities (12.8) (29.5) (30.9) after taxation Dividends (5.6) (5.6) (14.9) Arising on share issues 0.1 0.1 0.3 Goodwill previously written off - 33.9 33.9 Currency variations 2.8 (3.6) (5.1) --------- --------- --------- At end of period 120.1 147.6 135.6 ========= ========= ========= Summarised Group Cash Flow Statement for the half-year ended 30 June 2000 (unaudited) Half-year Half-year June June Year 2000 1999 1999 £m £m £m --------- --------- --------- Group operating profit 9.1 3.2 3.5 Depreciation of tangible 8.9 9.2 17.0 fixed assets Amortisation of goodwill 3.0 1.3 3.6 Impairment of goodwill - 12.8 12.8 Increase in (10.4) (26.6) (0.1) working capital --------- --------- --------- Net cash inflow/(outflow) 10.6 (0.1) 36.8 from operating activities Dividend income from 0.1 - 0.1 associated undertaking Interest paid, net (4.4) (1.8) (6.7) Dividends paid (9.3) (8.9) (14.5) Tax paid (3.3) (8.1) (9.1) --------- --------- --------- Net cash (outflow)/inflow (6.3) (18.9) 6.6 before investing and financing activities Purchase of tangible fixed (9.5) (23.4) (35.6) assets Sale of property, plant 0.8 1.9 4.9 and equipment Own shares purchased by - (0.6) (0.6) Employee Benefit Trust Purchase of subsidiary (0.8) (4.3) (84.0) undertakings Purchase of associated - (6.7) (6.8) undertaking Sale of subsidiary - 56.2 54.3 undertakings Proceeds from share 0.1 0.1 0.3 issues, net Currency variations on net (5.8) (2.3) (1.3) borrowings --------- --------- --------- (Increase)/decrease in net debt (21.5) 2.0 (62.2) Net debt at beginning of period (140.8) (78.6) (78.6) --------- --------- --------- Net debt at end of period (162.3) (76.6) (140.8) ========= ========= ========= Group Statement of Total Recognised Gains and Losses for the half-year ended 30 June 2000 (unaudited) Half-year Half-year Year June 2000 June 1999 1999 £m £m £m --------- --------- --------- Loss on ordinary activities after (12.8) (29.5) (30.9) taxation Currency translation differences on 2.8 (3.6) (4.5) overseas assets and goodwill Tax on realised foreign exchange - - (0.6) profits --------- --------- --------- Total recognised gains and losses (10.0) (33.1) (36.0) relating to the period ========= ========= ========= There is no material difference between the losses as reported and those losses restated on an historical cost basis. Notes to the Accounts for the half-year ended 30 June 2000 (unaudited) 1. Segmental information in respect of turnover and operating profit: a) By class of business Turnover Operating profit Half- Half- Half- Half- year year Year year year Year June June 1999 June June 1999 2000 1999 (unaudited) 2000 1999 (unaudited) £m £m £m £m £m £m Aerospace 90.0 72.9 146.9 0.5 9.2 9.6 Automotive 84.8 77.0 155.6 10.6 10.1 21.6 Specialised 86.3 75.9 163.4 (2.0) (2.5) (3.6) Industrial ------ ------ ------ ------ ------ ------- Total 261.1 225.8 465.9 9.1 16.8 27.6 Inter-segment sales (0.8) (0.4) (0.7) - - - ------ ------ ------ ------ ------ ------- Total continuing 260.3 225.4 465.2 9.1 16.8 27.6 operations Discontinued - 31.6 31.6 - (0.8) (0.8) operations ------ ------ ------ ------ ------ ------- 260.3 257.0 496.8 9.1 16.0 26.8 Losses primarily in - - - - - (10.5) respect of prior periods Impairment of - - - - (12.8) (12.8) goodwill ------ ------ ------ ------ ------ ------- 260.3 257.0 496.8 9.1 3.2 3.5 ====== ====== ====== ====== ====== ====== Operating profits shown above are stated after charging £13.8m (1999 half-year - £6.2m; 1999 year - £8.5m) of exceptional items, of which £7.4m (1999 half-year - £0.4m; 1999 year - £1.1m) relates to Aerospace, £3.3m (1999 half-year - £2.9m; 1999 year - £3.5m) to Automotive, £3.1m (1999 half-year - £2.3m; 1999 year - £3.3m) to Specialised Industrial and £nil (1999 half-year - £0.6m; 1999 year - £0.6m) to discontinued operations. In addition, amortisation of goodwill of £3.0m (1999 half-year - £1.3m; 1999 year - £3.6m) has also been charged, £1.7m (1999 half-year - £0.6m; 1999 year - £1.8m) to Aerospace, £0.6m (1999 half-year - £0.6m; 1999 year - £1.1m) to Automotive and £0.7m (1999 half-year - £0.1m; 1999 year - £0.7m) to Specialised Industrial. b) By geographical market Turnover by origin Operating profit by origin Half- Half- Half- Half- year year year year Year June June Year June June 1999 2000 1999 1999 2000 1999 (unaudited) £m £m £m £m £m £m North America 161.1 137.1 280.7 10.1 21.2 31.0 United Kingdom 47.1 38.6 84.4 0.5 (1.7) 0.2 Rest of Europe 45.3 44.2 88.8 (1.8) (2.3) (3.2) Rest of World 9.7 7.9 16.5 0.3 (0.4) (0.4) ------ ------ ------ ------ ------ ------- Total 263.2 227.8 470.4 9.1 16.8 27.6 Inter-segment sales (2.9) (2.4) (5.2) - - - ------ ------ ------ ------ ------ ------- Total continuing 260.3 225.4 465.2 9.1 16.8 27.6 operations Discontinued - 31.6 31.6 - (0.8) (0.8) operations ------ ------ ------ ------ ------ ------- 260.3 257.0 496.8 9.1 16.0 26.8 Losses primarily in - - - - - (10.5) respect of prior periods Impairment of - - - - (12.8) (12.8) goodwill ------ ------ ------ ------ ------ ------- 260.3 257.0 496.8 9.1 3.2 3.5 ====== ====== ====== ====== ====== ======= Operating profits shown above are stated after charging £13.8m (1999 half-year - £6.2m; 1999 year - £8.5m) of exceptional items, of which £9.7m (1999 half-year - £0.9m; 1999 year - £2.7m) relates to North America, £2.7m (1999 half-year - £3.4m; 1999 year - £3.7m) to United Kingdom, £1.1m (1999 half-year - £1.3m; 1999 year - £1.4m) to Rest of Europe, £0.3m (1999 half-year - £nil; 1999 year - £0.1m) to Rest of World and £nil (1999 half-year - £0.6m; 1999 year - £0.6m) to discontinued operations. In addition, amortisation of goodwill of £3.0m (1999 half-year - £1.3m; 1999 year - £3.6m) has also been charged, £1.5m (1999 half-year - £0.9m; 1999 year - £2.2m) to North America, £1.2m (1999 half-year - £nil; 1999 year - £0.7m) to United Kingdom, £0.1m (1999 half-year - £0.1m; 1999 year - £0.2m) to Rest of Europe and £0.2m (1999 half-year - £0.3m; 1999 year - £0.5m) to Rest of World. Following the decision to present a segmental analysis by class of business, the method of apportioning central overhead has been reviewed and consequently the 1999 geographical analysis of operating profit has been restated and is therefore presented as unaudited. 2. Continuing operations include the results of Nordklima Luft-und Warmetechnik GmbH which was disposed of on 28 July 2000. The business contributed turnover of £4.1m (1999 half-year - £3.3m; 1999 year - £9.6m) and an operating loss of £1.7m (1999 half-year - £2.2m; 1999 year - £2.9m). In the half-year to 30 June 1999 and year to 31 December 1999 discontinued operations reflect the turnover and operating results of the Heat Treatment and Precision Tube businesses sold in May 1999. 3. Exceptional items comprise an £8.3m charge in respect of Group restructuring and redundancy costs, and a £1.5m charge in respect of costs associated with the strategic review carried out in late 1999 and early 2000. In addition, during the period a detailed review was performed to re-assess the certainty of recovery of non-funded development costs. Following this review all non-contractually guaranteed development costs have been expensed resulting in an exceptional charge of £4.0m. The 1999 half-year exceptional items of £19.0m (1999 year - £31.8m) comprised a £12.8m (1999 year - £12.8m) write-off through the profit and loss account relating to the impairment of goodwill previously written-off to reserves, £6.2m (1999 year - £8.5m) in respect of significant reorganisation and rationalisation activities and £nil (1999 year - £10.5m) in respect of losses primarily related to prior years, at a North American subsidiary. 4. The provision for loss on disposal of business within continuing operations of £4.4m comprises the loss on the disposal of Nordklima Luft-und Warmetechnik GmbH which was completed on 28 July 2000. The loss on disposal of discontinued operations of £11.5m includes a provision of £13.3m against the loan note received on the disposal of the Thermal Engineering Division in 1997 and related accrued interest, a release of £4.3m of accruals relating to contract, product and property liabilities relating to the disposal of the Thermal Engineering Division and an additional provision of £2.5m relating to the 1999 disposal of the Precision Tube companies. The 1999 loss on disposal of discontinued operations of £25.1m relates to the disposal of the Heat Treatment and Precision Tube companies in May 1999 and includes £21.1m of goodwill previously written-off to reserves. 5. Tax on profit on ordinary activities for the half-year to 30 June 2000 has been charged at 26.0% on profit before amortisation of goodwill and losses on disposal of operations, being the estimated rate applicable for the year ended 31 December 2000 (1999 half-year - 35.0%; 1999 year - 27.1%), and includes £2.2m in respect of overseas taxation (1999 half-year - £5.3m; 1999 year - £4.9m). 6. The calculations of basic earnings per share and underlying earnings per share are shown below and have been based on the weighted average number of shares in issue and ranking for dividend during the period. Diluted earnings per share allows for the future exercise of all outstanding share options. The provision of an underlying earnings per share has been included to identify the performance of operations before losses primarily in respect of prior periods, amortisation and impairment of goodwill, profit or loss on sale of fixed assets and losses on disposal of operations. Half-year Half-year Year June 2000 June 1999 1999 £m £m £m Basic loss on ordinary (12.8) (29.5) (30.9) activities after taxation Adjust: Losses primarily in respect of - - 10.5 prior periods Amortisation of goodwill 3.0 1.3 3.6 Amortisation of goodwill arising 0.1 - 0.2 on acquisition of associated undertaking Impairment of goodwill - 12.8 12.8 (Profit)/loss arising on sale of (0.1) 0.1 0.3 fixed assets Provision for loss on disposal 4.4 - - of business within continuing operations Loss on disposal of discontinued 11.5 25.1 25.1 operations Taxation attributable to above - - (3.1) adjustments ------- ------- ------- Underlying earnings 6.1 9.8 18.5 ======= ======= ======= Weighted average number of shares - basic 306.4m 306.0m 306.1m - diluted 306.4m 307.3m 306.8m - underlying 306.4m 306.0m 306.1m (Loss)/earnings per share - basic (4.17)p (9.63)p (10.08)p - diluted (4.17)p (9.59)p (10.06)p - underlying 2.01p 3.21p 6.03p 7. These Interim Accounts, which were approved by the Board of Directors on 7 September 2000, have been prepared in accordance with the accounting policies set out in the Group's 1999 Annual Accounts. 8. The figures for the year ended 31 December 1999 have been extracted from the statutory accounts which have been filed with the Registrar of Companies. The auditors' report on these accounts was unqualified and did not contain any statement under section 237 (2) or (3) of the Companies Act 1985.

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