Interim Results

Smiths Group PLC 12 March 2003 Smiths Group: Interim Results for the 6 months ended 31 January 2003 Highlights: • Operating profits of £180m (before goodwill), down 1% on a year ago. • EPS of 20.8p on ordinary activities: Interim dividend maintained at 8.75p. • Productivity gains counteract £10m adverse currency and £10m higher R&D. • Operating cash at 88% of operating profit (after capex), and free cash-flow of £92m. • Further progress on disposals and acquisitions to strengthen the business. • Pensions not a major issue for Smiths, FRS17 adopted. Commenting on the results, Keith Butler-Wheelhouse, Chief Executive said: 'While the business environment continued to deteriorate, we held sales to within 2% and operating profits to within 1% of a year ago, and delivered profits largely in cash. This first half achievement, coupled with continued productivity gains in the second half, provide confidence in our outlook for the full year, subject to the outcome of the current uncertain geopolitical situation.' Media Enquiries: Investor Relations: Bernard Carey Russell Plumley +44 (0) 20 8457 8403 +44 (0) 20 8457 8203 bernard.carey@smiths-group.com russell.plumley@smiths-group.com An audio webcast of a meeting with analysts at 9.00 am UK time can be accessed on www.smiths-group.com/interim2003, and the meeting can be heard on +44 (0) 20 7784 1018 Statutory Reporting £m 2003 2002 (Reported under FRS 17) (restated) Turnover 1,456 1,588 Operating profit 160 162 Non-operating exceptionals 16 (24) Interest and pensions financing (19) (21) Pre-tax profit 157 117 Earnings per share 20.4p 13.2p Reported on a fully consolidated basis, including now discontinued activities, exceptionals and goodwill amortisation, Smiths Group recorded pre-tax profit of £157 million (2002: £117m) and earnings per share of 20.4p (13.2p) in the first half of the current year. The remainder of this statement focuses on the operating performance of the company before exceptionals and goodwill amortisation, to provide a more consistent basis for comparison. Operating Performance £m 2003 2002 Continuing activities (Reported under FRS 17) (restated) Turnover 1,456 1,479 Operating profit* 180 182 Interest and pensions financing (19) (14) Pre-tax profit* 161 168 Earnings per share* 20.8p 21.6p Interim dividend 8.75p 8.75p *before exceptionals and amortisation For the six months ended 31 January 2003, Smiths Group generated operating profit of £180 million (down 1%), pre-tax profit of £161 million and earnings per share of 20.8p, before exceptional items and amortisation of goodwill. The Board has declared an interim dividend maintained at last year's level of 8.75p. On slightly reduced sales of £1.46 billion, the company achieved an unchanged profit margin of 12%. The company maintained its strong record of cash generation, converting 88% of operating profit into operating cash, after capital expenditure. Free cash-flow, after interest, tax and restructuring costs was 16.5p per share. The tax rate was 27.5%, and net debt at the end of the period was £812m. The flat half-on-half comparison of operating profits masks an improvement in underlying profitability. Included in this six months are the effects of £10m adverse currency translation and £10 million of higher R&D costs, all of which have been recovered through greater productivity and the benefit of earlier restructuring. On a geographical basis, 50% of the company's sales originated in North America. Business in this region (US, Mexico and Canada) grew strongly, although this was masked on translation by a 12 cent decline in the US dollar/pound average exchange rate. The UK represented 27%, Continental Europe 18% and other countries 5% of total sales. Progress on acquisitions and disposals moved the company closer to focusing on activities with the best opportunities for growth. The combined effect of M&A activities in this period compared with a year earlier was to increase profits by £4m after interest costs. The acquisition of Heimann Systems was completed in December for £233m in cash. This world leader in x-ray inspection of airline baggage and containerised freight is highly complementary to the existing Smiths Detection activities. Total proceeds from disposals were £151m after costs, principally from the sale of the Air Movement Group from the Industrial division in December and Lodge from the Aerospace division in November. There was an exceptional gain of £16m on the disposals. The company incurred no exceptional restructuring charges in the period and does not expect to do so in the full year. Restructuring costs of £5m to improve productivity in all four divisions have been charged against operating profits. This included further transfer of production to lower cost countries, including manufacture of some medical devices, polymer and mechanical seals. Company funded R&D increased by 18% to £69m in this period, reflecting higher investment in new aerospace programmes, detection equipment and medical devices. Customer funded R&D was maintained at £49m. The Smiths pension schemes remain substantially well-funded, with liabilities closely matched by assets. Measured at 31 July 2002 on an FRS17 basis, there was an after-tax deficit of £52m in the funded schemes on assets of £2.3 billion. Approximately 42% of the funds were invested in equities, giving below-average exposure to stockmarket declines. The company will make cash contributions this year close to the current service cost of the schemes, and the principal Smiths defined benefit pension schemes remain available to current and new employees. In its 2003 Accounts, Smiths has chosen to adopt the FRS17 Retirement Benefits accounting standard, and the Interim Accounts have been published on this basis. Comparative figures for 2002 have been restated: operating profit for the first half of 2002 has been reduced by £19m and pre-tax profit has been reduced by £6m. Under the new standard, the current service cost of retirement benefits is charged against operating profit and the effect of surplus or deficit in the schemes is shown within 'other finance costs/income - retirement benefits' in the Profit & Loss Account. The surplus or deficit in the schemes, net of related taxation, based on the market valuation at the start of the financial year, is shown in the Balance Sheet. The company does not now expect to receive a dividend on its preference shares in TI Automotive during the current year, although the amount due will be rolled up for payment at a later date. Smiths does not accrue for these dividends. The company continues to hold the view that litigation relating to asbestos previously used in John Crane Inc products does not represent a material contingent liability. In January, the company raised US$250m in a private placement of 10-year senior notes with a coupon of 5.45%. The funds have been used to repay bank debt and improve the spread of debt maturity. A substantial part of the new issue was immediately swapped into floating rate debt to take advantage of current low US interest rates. Of total sales, Aerospace contributed 45%, Medical 16%, Sealing Solutions 27% and Industrial 12%, proportions which were similar to the prior period. Aerospace £m 2003 2002 (restated) Turnover 648 639 Operating profit 75 70 Margin 12% 11% Profits from Smiths Aerospace improved 8%, assisted by a strong performance in Detection helping to offset a sharp deterioration in sales of equipment for civil aircraft. Sales of systems and equipment for aerospace customers now split almost 60/40 military/civil. In response to lower rates of production of new commercial jets, Smiths has downsized its capacity to match. An upturn in this sector is not expected before financial year 2005. Investment is underway on products for new civil aircraft programmes, including the A380. The long term outlook is for resumed growth in line with air travel. The aftermarket for spares and repairs is holding steady at about 10% below the level prior to September 11, 2001. In contrast, the market for defence systems remains buoyant, and Smiths is well-positioned on many of the front-line aircraft in current production. Continuing increases in procurement by the US Department of Defense will drive further sales growth in the years ahead. Military aircraft in current production with a high value of Smiths' equipment include the F-18E/F, the Apache Longbow and the C-17 transporter. A number of important development programmes are underway, both funded by government and financed by the company, including systems for the F-35 Joint Strike Fighter and the Boeing 767 Global Tanker Transport Aircraft. The division's detection business continues to grow rapidly due in large part to deliveries of equipment for detecting explosives. First half Aerospace divisional sales include over 2,700 Ionscan units supplied to the US Transportation Security Agency (TSA). The addition of Heimann has effectively doubled the size of Smiths' involvement in the detection sector and added a highly complementary range of products. The process of US certification for a new x-ray system for automated checking of baggage for explosives is well underway. X-ray inspection of cargo containers is another area where Heimann has a strong market presence. The demand for detection and protection systems for military and civilian use continues to show strong growth worldwide. Medical £m 2003 2002 (restated) Turnover 231 224 Operating profit 37 43 Margin 16% 19% On a 3% increase in sales, Smiths Medical profits were 15% behind the prior half year. A number of factors specific to this period accounted for the drop, including the costs of launching a new insulin pump and increased R&D. The benefit of these investments will start to show in the second half. The Deltec Cozmo ambulatory pump for insulin delivery was successfully introduced to the US market in December. It is selling well to those suffering from the more serious, Type 1, form of diabetes, and purchase is covered largely by healthcare insurance. One-off costs of $5m were incurred for the launch in this period. Conventional ambulatory infusion pumps continued to sell well, also generating good aftermarket revenues, as the homecare market in the US recovers. Sales of safe closure devices which conform to the US Needlestick Injury Prevention Act of April 2001 have increased. Compliance with the Act is around 50% at present, so there is still considerable opportunity in this sector. The safety range has been extended by the acquisition of the winged infusion set product line from MPS Acacia. An earlier agreement with Medisys has generated valuable sales of a retractable, single-use scalpel, but their Futura retractable needle has not yet been added to the range. The new Gripper Plus, a protected access needle for patients with implanted ports, was introduced in the period. Needle protection, pain management and patient monitoring products contributed to increased sales in the US and UK, helped by new products such as the Digit finger-tip blood/oxygen analyser. The Bivona silicone product line acquired last year has benefited greatly from being added to the Portex range of airway management devices. Among other specialised healthcare products, the Pneupac emergency resuscitators have secured sizeable orders from civil and military authorities in the UK. Production of the Omnifuse hospital infusion pump is being outsourced from the UK to Malaysia. Outside the US and UK, Smiths Medical had mixed performance from its affiliate and distributor operations. Sales in continental Europe were down as healthcare costs come under increasing pressure and cuts in healthcare re-imbursement in Japan affected prices of a number of airway products. Medical R&D increased from £7m to £9m in the period, and is now 4% of sales. This has resulted in a more rapid flow of new product introductions, several of which will become available in the months ahead. In a continuing productivity drive, further manufacturing has been transferred to Mexico, where the division now employs nearly 1,200 people. Although margins were lower than usual for the first six months, the outlook for the remainder of the year is positive, with more typical margins expected in the second half. Sealing Solutions £m 2003 2002 (restated) Turnover 397 407 Operating profit 41 41 Margin 10% 10% In Sealing Solutions, profits were maintained year-on-year on slightly reduced sales, and market share was effectively increased in both mechanical and polymer seals. The division has continued to gain productivity benefits from recent restructuring, including transfer of production to lower cost locations in Mexico and Eastern Europe. After disposals during the prior year, Sealing Solutions now comprises two focused activities, John Crane and Polymer Seals, each with a strong position in its specialised sector. John Crane is the world leader in rotating engineered seals principally used for high pressure pumping applications in process plant. Half of its business is in the oil & gas sector, where increasingly the business model is to secure long-term supply and maintenance agreements with the major companies. The aftermarket, repairing or replacing the company's own or competitors' seals, accounts for 50% of sales. High oil prices in recent months have led to an increase in exploration and lifting of crude, but longer term, may have an impact on investment in refining and processing. A global agreement to manage the seals requirements of Chevron/Texaco is generating incremental sales. A new joint venture has been set up in Russia to service the compressor seals for Gazprom. In Latin America, despite problems in Venezuela, sales grew strongly, driven by increased oil & gas production in Mexico and Brazil. Beyond oil & gas, John Crane's markets in pulp & paper, chemical and pharmaceutical production saw little growth. Lower margins in high volume automotive applications are being addressed by the move to a standardised product design. Polymer Seals supplies engineered plastic and rubber seals for a wide range of industrial applications. Its business is closely related to the capital equipment sector, with Europe as the largest market. It achieved a steady performance compared to a year ago, in still depressed conditions. Customer destocking is now complete and Polymer's book-to-bill ratio has levelled out. Lean initiatives mean that even small sales increases will be reflected in higher margins. There has been an improvement in business with a number of customers, including US defence contractors, medical equipment suppliers and Scandinavian truck makers. Industrial £m 2003 2002 (restated) Turnover 180 209 Operating profit 27 28 Margin 15% 13% A substantial disposal during the half year was the principal cause of a reduction in Industrial division sales of 14% and in profits of 5%. The Air Movement Group's performance was included for only four months in this period, accounting for £16m of the reduction in sales. The continuing activities achieved a considerably better performance than a year ago, contributing to a two point improvement in margins for the division. The cash conversion from profits was 100%. Interconnect, comprising a range of connectors and microwave components used in critical electronic circuits, has benefited from recent substantial restructuring, with a strong improvement in profitability. Defence business was up sharply. The ducting and hosing operations, largely US based, had a weaker first half, experiencing a drop in demand for consumer-related products including hoses for vacuum cleaners and heating elements for clothes driers. Prospects The company's confidence in the full year outlook is supported by continued progress on productivity and sales in difficult market conditions. These market share gains will not be made at the expense of margins. The spread of activities across different market sectors will help provide a resilient performance, subject to the outcome of the current uncertain geopolitical situation. Dividend The Board has declared an interim dividend of 8.75p, unchanged from a year ago, and will consider whether or not to increase the final dividend in the light of circumstances prevailing in six months' time. The interim dividend will be paid on 17 April 2003 to holders of all ordinary shares whose names are registered at the close of business on 21 March. The ex-dividend date will be 19 March. Copies of the interim report will be sent to shareholders shortly, and will be available at the company's registered office, 765 Finchley Road, London NW11 8DS. Tables attached • Profit & loss account • Summarised balance sheet • Cash-flow statement • Notes to the accounts The financial statements attached have been prepared in accordance with the accounting policies set out in the company's accounts for the year ended 31 July 2002. The company has adopted FRS 17 (Retirement Benefits) in these interim accounts. Figures relating to last year are abridged. Full accounts for Smiths Group plc to 31 July 2002, on which the auditors made an unqualified report, have been delivered to the Registrar of Companies. Profit and loss account 6 months ended 31 January 2003 Ordinary Goodwill Exceptional Activities Amortisation Items Total £m £m £m £m Note Continuing operations 1,425.4 1,425.4 Acquisitions 30.2 30.2 _____________________________________________________ Turnover 2 1,455.6 1,455.6 _____________________________________________________ Continuing operations 173.0 (18.4) 154.6 Acquisitions 6.9 (1.8) 5.1 _____________________________________________________ Operating profit 179.9 (20.2) 159.7 Profit on disposal of businesses 3 16.5 16.5 _____________________________________________________ Profit before interest and tax 179.9 (20.2) 16.5 176.2 Net interest payable (18.0) (18.0) Other finance costs - retirement benefits (1.4) (1.4) _____________________________________________________ Profit before taxation 160.5 (20.2) 16.5 156.8 Taxation (44.1) 1.8 (42.3) _____________________________________________________ Profit after taxation 116.4 (18.4) 16.5 114.5 Minority interests (0.5) (0.5) _____________________________________________________ Profit for the period 115.9 (18.4) 16.5 114.0 Dividends 4 (48.9) (48.9) _____________________________________________________ Retained profit 67.0 (18.4) 16.5 65.1 _____________________________________________________ Earnings per share 5 Basic 20.8p (3.3p) 2.9p 20.4p Diluted 20.7p (3.3p) 2.9p 20.3p Note: Results for the periods ended 31st January 2002 and 31st July 2002 have been restated following the adoption of FRS17 - Retirement Benefits. Profit and loss account 6 months ended 31 January 2002 (restated) Ordinary Discontinued Goodwill Exceptional Activities Businesses Amortisation Items Total £m £m £m £m £m Note Continuing operations 1,479.3 1,479.3 Discontinued businesses 108.4 108.4 _________________________________________________________ Turnover 2 1,479.3 108.4 1,587.7 _________________________________________________________ Continuing operations 182.2 (18.8) (7.6) 155.8 Discontinued businesses 6.1 6.1 _________________________________________________________ Operating profit 182.2 6.1 (18.8) (7.6) 161.9 Loss on disposal of businesses 3 (23.4) (23.4) _________________________________________________________ Profit before interest and tax 182.2 6.1 (18.8) (31.0) 138.5 Net interest payable (27.3) (6.9) (34.2) Other finance income - retirement benefits 12.7 12.7 _________________________________________________________ Profit before taxation 167.6 (0.8) (18.8) (31.0) 117.0 Taxation (46.9) 0.2 1.8 2.1 (42.8) _________________________________________________________ Profit after taxation 120.7 (0.6) (17.0) (28.9) 74.2 Minority interests (0.7) (0.7) _________________________________________________________ Profit for the period 120.0 (0.6) (17.0) (28.9) 73.5 Dividends 4 (48.6) (48.6) _________________________________________________________ Retained profit 71.4 (0.6) (17.0) (28.9) 24.9 _________________________________________________________ Earnings per share 5 Basic 21.6p (0.1p) (3.1p) (5.2p) 13.2p Diluted 21.5p (0.1p) (3.1p) (5.2p) 13.1p Note: Results for the periods ended 31st January 2002 and 31st July 2002 have been restated following the adoption of FRS 17 - Retirement Benefits. Profit and loss account Year ended 31 July 2002 (restated) Ordinary Discontinued Goodwill Exceptional Total Activities Businesses Amortisation Items £m £m £m £m £m Note Continuing operations 3,070.1 3,070.1 Discontinued businesses 153.4 153.4 _________________________________________________________ Turnover 2 3,070.1 153.4 3,223.5 _________________________________________________________ Continuing operations 418.8 (50.5) (43.7) 324.6 Discontinued businesses 9.3 (0.2) 9.1 _________________________________________________________ Operating profit 418.8 9.3 (50.7) (43.7) 333.7 Loss on disposal of businesses 3 (24.3) (24.3) _________________________________________________________ Profit before interest and tax 418.8 9.3 (50.7) (68.0) 309.4 Net interest payable (46.4) (11.1) (57.5) Other finance income - retirement benefits 25.5 25.5 _________________________________________________________ Profit before tax 397.9 (1.8) (50.7) (68.0) 277.4 Taxation (111.4) 0.5 3.8 16.1 (91.0) _________________________________________________________ Profit after taxation 286.5 (1.3) (46.9) (51.9) 186.4 Minority interests (1.3) (1.3) _________________________________________________________ Profit for the period 285.2 (1.3) (46.9) (51.9) 185.1 Dividends 4 (142.2) (142.2) _________________________________________________________ Retained profit 143.0 (1.3) (46.9) (51.9) 42.9 _________________________________________________________ Earnings per share 5 Basic 51.2p (0.2p) (8.4p) (9.3p) 33.3p Diluted 51.1p (0.2p) (8.4p) (9.3p) 33.2p Note: Results for the periods ended 31st January 2002 and 31st July 2002 have been restated following the adoption of FRS 17 - Retirement Benefits. SUMMARISED BALANCE SHEET 31 January 2003 31 January 2002 31 July 2002 Note (Restated) (Restated) £m £m £m Fixed assets Intangible assets 827.1 708.4 638.3 Tangible assets 528.6 607.8 563.9 Investments and advances: Automotive 325.0 325.0 325.0 Other 10.9 13.2 11.6 _____________________________________________________________ 1,691.6 1,654.4 1,538.8 Current assets Stocks 508.2 576.9 474.5 Debtors 657.3 694.3 613.1 Cash at bank 92.3 201.8 109.5 _____________________________________________________________ 1,257.8 1,473.0 1,197.1 Creditors: amounts falling due within one (818.4) (1,026.5) (912.0) year _____________________________________________________________ Net current assets 439.4 446.5 285.1 _____________________________________________________________ Total assets less current liabilities 2,131.0 2,100.9 1,823.9 Creditors: amounts falling due after one (895.4) (1,088.8) (728.9) year Provisions for liabilities & charges (118.8) (135.8) (113.8) _____________________________________________________________ Net assets excluding pension assets/ 1,116.8 876.3 981.2 liabilities Pension assets 84.4 267.0 84.7 Retirement benefit liabilities (218.6) (113.2) (213.4) _____________________________________________________________ Net assets 982.6 1,030.1 852.5 _____________________________________________________________ Capital and reserves Share capital and share premium account 305.2 287.6 303.3 Reserves 665.8 729.0 537.3 _____________________________________________________________ Shareholders' equity 9 971.0 1,016.6 840.6 Minority equity interests 11.6 13.5 11.9 _____________________________________________________________ Capital employed 982.6 1,030.1 852.5 _____________________________________________________________ Note: Balance Sheets at 31 January 2002 and 31st July 2002 have been restated following the adoption of FRS17 - Retirement Benefits. CASH FLOW STATEMENT 6 months 6 months Year ended ended ended 31 January 31 January 31 July 2003 2002 2002 (Restated) (Restated) Note £m £m £m Operating profit (before exceptional restructuring costs) 159.7 169.5 377.4 Non-cash items: Goodwill amortisation and impairment 20.2 18.8 50.7 Depreciation 42.8 46.6 91.5 Retirement benefits 15.5 14.7 29.0 (Increase) / decrease in stocks (12.3) (31.0) 18.7 (Increase) / decrease in debtors (25.9) 50.1 48.5 Increase / (decrease) in creditors (8.3) (52.7) (32.8) _______________________________________ Net cash inflow from normal operating activities 191.7 216.0 583.0 Restructuring costs (13.8) (26.0) (59.2) _______________________________________ Net cash inflow from operating activities 177.9 190.0 523.8 Returns on investments and servicing of finance (17.2) (28.6) (56.5) Tax paid (35.3) (19.6) (52.8) Capital expenditure and financial investment (33.4) (50.4) (100.0) Acquisitions and disposals 6, 7 (84.1) (3.7) 180.9 Equity dividends paid (93.4) (90.4) (139.1) Management of liquid resources (1.7) (38.4) 0.1 Financing 71.4 93.5 (124.3) _______________________________________ (Decrease) / increase in cash (15.8) 52.4 232.1 Increase/ (decrease) in short-term deposits 1.7 38.4 (0.1) (Increase) / decrease in other borrowings (75.3) (92.2) 139.8 Loan note issues (net of repayments) 0.7 0.7 2.0 Term deposits acquired with acquisitions 4.8 Exchange variations (2.9) (6.9) 20.8 _______________________________________ (Increase) / decrease in net debt (86.8) (7.6) 394.6 Net debt at beginning of period (725.2) (1,119.8) (1,119.8) _______________________________________ Net debt at end of period 8 (812.0) (1,127.4) (725.2) _______________________________________ NOTES TO THE ACCOUNTS 1. Accounting policies With the exception of the adoption of the accounting requirements of Financial Reporting Standard 17 - Retirement Benefits 'FRS17' (Note 10) there have been no changes to the accounting policies used in preparing the interim financial statements from those used in the annual report and financial statements for 2002. 6 months ended 6 months ended Year ended 31 January 2003 31 January 2002 31 July 2002 2. Analyses of turnover and profit Turnover Profit Turnover Profit Turnover Profit £m £m £m £m £m £m Market Aerospace 648.2 74.9 638.7 69.6 1,345.4 171.9 Medical 230.6 36.6 224.1 43.3 479.9 93.1 Sealing Solutions 397.4 41.7 407.4 41.1 822.4 93.2 Industrial 179.4 26.7 209.1 28.2 422.4 60.6 ___________________________________________________________________ 1,455.6 179.9 1,479.3 182.2 3,070.1 418.8 Discontinued businesses 108.4 6.1 153.4 9.3 ___________________________________________________________________ 1,455.6 179.9 1,587.7 188.3 3,223.5 428.1 _________ _________ _________ Goodwill amortisation (20.2) (18.8) (50.7) Exceptional items 16.5 (31.0) (68.0) _________ _________ _________ Profit before interest and tax 176.2 138.5 309.4 Net interest payable (18.0) (34.2) (57.5) Expected return on pension scheme assets 76.6 88.1 176.2 Interest on retirement benefit (78.0) (75.4) (150.7) liabilities _________ _________ _________ Profit before taxation 156.8 117.0 277.4 _________ _________ _________ Geographical origin - continuing activities United Kingdom 427.3 23.4 475.1 34.7 966.2 89.3 North America 798.0 112.8 802.6 109.6 1,703.8 254.5 Europe 282.9 33.2 237.5 27.8 496.1 55.4 Other overseas 86.4 10.5 82.3 10.1 162.3 19.6 Inter-company (139.0) (118.2) (258.3) ___________________________________________________________________ 1,455.6 179.9 1,479.3 182.2 3,070.1 418.8 ___________________________________________________________________ The geographical analysis of results has been redefined to show North America as a separate segment due to acquisition and restructuring activities resulting in the Group having more closely linked operations in USA, Canada and Mexico. 6 months ended 6 months ended Year ended 3. Exceptional items 31 January 2003 31 January 2002 31 July 2002 £m £m £m Restructuring and closure costs (7.6) (43.7) Profit/(loss) on disposal of businesses 16.5 (23.4) (24.3) _______ _______ _______ 16.5 (31.0) (68.0) _______ _______ _______ 4. Dividends An interim dividend of 8.75p per share (2002: 8.75p) has been declared and will be paid on 17 April 2003 to holders of all ordinary shares whose names are registered at close of business on 21 March 2003. 5. Earnings per share Separate figures are given for earnings per share related to the average number of shares in issue for each period - 6 months ended 31 January Year ended 31 July 2003 2002 2002 Basic 558,489,500 555,903,263 556,496,716 Effect of dilutive share options 1,857,298 1,021,646 1,267,591 _________________________________________________________ Diluted 560,346,798 556,924,909 557,764,307 _________________________________________________________ 6. Acquisitions During the period, the Company acquired the issued share capital of Heimann Systems GmbH for Aerospace for £233m including costs, and the business/assets of a product line from MPS Acacia Inc for Medical for £2m. Details of the consideration paid and the net assets acquired are set out below. These values are provisional, pending completion of the ongoing review, and will be finalised in subsequent financial statements. £m Goodwill 219.7 Net tangible assets 15.5 ______ Consideration 235.2 ______ In accordance with the provisions of FRS 10, the company amortises goodwill arising on acquisitions after 1 August 1998 on a straight-line basis over a period of up to 20 years. 7. Disposals During the period the Company disposed of its Air Movement and Cable Management businesses from Industrial and its Lodge business from Aerospace. The amounts set out below also include adjustments in respect of disposals in prior periods. Air Movement Other Total £m £m £m Consideration, net of expenses 121.2 29.9 151.1 Net assets sold/retained liabilities (48.1) (12.0) (60.1) ______________________________________ Surplus over net assets/retained liabilities 73.1 17.9 91.0 Goodwill previously written off directly to reserves (66.8) (7.7) (74.5) ______________________________________ Profit on disposal 6.3 10.2 16.5 ______________________________________ 8. Borrowings and net debt 31 January 31 January 31 July Fixed Floating 2003 2002 2002 £m £m £m £m £m Maturity: On demand/under one year 27.6 52.0 79.6 314.1 163.7 One to two years 106.5 72.2 178.7 19.9 183.0 Two to five years 143.5 53.5 197.0 697.9 191.5 Greater than five years: Bank loans 0.1 0.1 1.3 TI Eurosterling bond 2010 148.6 148.6 148.4 148.5 Smiths US private placement 2013 61.0 91.5 152.5 Smiths Eurosterling bonds 2016 147.8 147.8 147.6 148.0 ___________________________________________________________ 486.5 417.8 904.3 1,329.2 834.7 ________________________ _________________________________ Cash and deposits (92.3) (201.8) (109.5) _________________________________ Net debt 812.0 1,127.4 725.2 _________________________________ 9. Movements in shareholders' equity 6 months 6 months £m Year ended ended 31 ended 31 31 July January January 2002 2003 2002 £m £m £m £m £m Profit for the period 114.0 73.5 185.1 Dividends (48.9) (48.6) (142.2) _______ _______ _______ 65.1 24.9 42.9 Exchange variations (15.3) 10.3 (56.4) Taxation recognized on exchange gains/(losses): Current - UK (1.2) Deferred - USA 4.5 4.5 Share issues 1.6 2.0 17.5 Goodwill written back on disposals 74.5 149.2 Actuarial loss on retirement benefits (427.0) Movement in deferred taxation relating to actuarial loss 131.7 _______ _______ _______ Net increase in shareholders' equity 130.4 37.2 (138.8) Shareholders' equity : at 1 August as previously reported 998.2 839.7 839.7 Prior period adjustment - FRS 17 (157.6) 840.6 139.7 979.4 139.7 979.4 _______ _______ _______ _______ _______ _______ at end of period 971.0 1,016.6 840.6 _______ _______ _______ 10. Accounting for Retirement Benefits - FRS17 The company has adopted FRS17 - Retirement Benefits. The current service cost of retirement benefits is charged against operating profit with the expected return on funded pension scheme assets' and interest on retirement benefit liabilities shown as 'other finance costs/income'. The balance sheet shows separately the retirement benefit assets/(liabilities), net of related deferred tax. This represents the net surplus/(deficit) in funded pension plans together with net liabilities of unfunded pension and post-retirement healthcare plans. In accordance with FRS17, assets of the pension schemes are stated at their market values at 31 July and liabilities are calculated using the prevailing corporate bond yield at that date as a discount rate. In arriving at the pension asset and liability balances at 31 January 2003, the balances at 31 July 2002 have been adjusted to reflect the current service cost, expected return on pension assets, interest on retirement benefit liabilities, contributions paid and exchange translation for the period. Comparative figures for prior periods have been restated with the following effects: 6 months ended Year ended 31 January 31 July 2002 2002 £m £m Decrease in operating profit (18.8) (34.2) Other finance income - retirement benefits 12.7 25.5 Decrease in taxation 1.7 2.5 _____________________________ Decrease in profit after taxation (4.4) (6.2) _____________________________ Increase/(decrease) in net assets 136.5 (157.6) _____________________________ - ends - This information is provided by RNS The company news service from the London Stock Exchange
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