Final Results

Spectris PLC 11 March 2003 Date: Embargoed until 7.00am, Tuesday 11 March 2003 Contact: Hans Nilsson, Chief Executive Tel: 020 7269 7291 Spectris plc Richard Mountain Financial Dynamics Tel: 020 7269 7291 2002 PRELIMINARY RESULTS Spectris plc, the precision instrumentation and controls company, announces preliminary results for the year ended 31 December 2002. £m 2002 2001 Sales 490.1 543.1 Operating profit 50.7 60.7 Profit before tax 42.5 50.4 Earnings per share 28.1p 33.8p Dividend 12.75p 12.25p Unless otherwise stated, all profit and earnings per share figures exclude exceptional items and goodwill amortisation Earnings per share for 2001 has been restated following adoption of FRS 19, Deferred Taxation (see Note 4) Highlights: * Robust trading performance: year-on-year second half profits up * Strong operating cash generation * Successful PANalytical acquisition * Gross margins maintained * Year-on-year overhead cost savings of £13m * Dividend increased by 4% Commenting on the results, Hans Nilsson, Chief Executive, said: 'Although 2002 was a difficult year, the sustainability of the demand drivers in our markets, together with improvements in our companies' competitive positions, delivered a robust performance and we expect to see an improvement in performance in 2003.' CHAIRMAN'S STATEMENT 2002 provided a particularly difficult trading environment for industrial companies as the optimism and therefore robust investment intentions of early 2001 gave way to extreme caution. Spectris results reflected this deterioration in the business climate, resulting in weak demand in the first quarter. The remainder of the year saw an improvement, with strong orders in the fourth quarter accompanied by the seasonal trends experienced in previous years. This resulted in an improved order book going into 2003. Sales at £490.1m showed a 10% reduction overall. This was predominantly a consequence of a halving of shipments to customers in those industries particularly exposed to the technology collapse such as those involved in the production of optical fibre and semiconductors. Another contributing factor was weak sales to other customers in North America. Detailed analysis of the results by sector and geography is in the executive reports which follow, showing that most of our businesses without this technology exposure held their position or, in some cases, showed creditable growth. Earnings per share, at 28.1p compared with 33.8p in the prior year, were helped by carefully targeted cost controls and a significantly lower tax rate. Although operating profits in the continuing businesses, excluding PANalytical, fell, this was not at the expense of gross margins which were maintained. The acquisition of PANalytical from Philips during the second half of the year provided us with another world leader in our area of strategic focus. The integration process has progressed well, and the business has settled into the Spectris culture, producing a contribution in line with our expectations in the first four months of our ownership. The company's historically strong record on cash generation was maintained, producing operating cash flow at 105% of operating profits. Debt was £177.5m at the year end and interest cover, at 5.7x, improved compared with the prior year. A final dividend of 8.85p (2001: 8.5p), making a total dividend of 12.75p (2001: 12.25p), an increase of 4%, is proposed by the Board. The final dividend will be paid on 13 June 2003 to shareholders on the register on 16 May 2003. Managers and employees across the company have had to respond to some very difficult challenges. The commitment of people at all levels is recognised and I should like to thank them for their support and contribution. Board changes Since the interim review, Professor Leo Murray, Head of the Cranfield School of Management, joined the Board in January this year. In addition, Dr. Peter Watson, Chairman of AEA Technology, who has served for six years, will be standing down at the AGM. Spectris has been fortunate over the years in having non-executive directors who have been involved and, when necessary, critical but at all times focused on the business issues and the prosperity of the company. I should like to thank Peter for his part in the development of Spectris and to welcome Leo to the challenge of continuing the tradition. Outlook Looking forward, it seems likely that a difficult economic background will prevail for some time. However, Spectris, with its wide spread of customers and markets, leading positions in highly specialised areas, profitable and cash generative businesses and determined management is better placed than many. In addition, pension funding is not a material issue, with the company having a net pension liability of £9m. In both last year's statement and in the interim announcement, I drew shareholders' attention to the extent to which a recovery in US industrial confidence appeared to us to be a key element in developing stronger demand but this remains fragile. We believe that, in the absence of further major economic shocks, the company will, aided by a full year contribution from PANalytical, make progress in 2003. CHIEF EXECUTIVE'S REVIEW After a slow start to the year, demand recovered in the second quarter. Including PANalytical, sales in the second half were up 4% year on year and profit improved by 18%. Excluding PANalytical, sales in the second half were down compared with the prior year but profits improved by 4%. Benefiting from relative stability, Spectris companies were able to focus on improving their competitive positions, sales coverage, and differentiation through innovative products and processes. One of the most noticeable trends of the year was the accelerated migration of manufacturing by our customers to lower-cost countries. Although demand for Spectris products declined in North America, this was partly compensated by increasing investment by customers in Asia, most notably in China. Operating Review Sustainable demand drivers The Spectris business model again proved its value in tough market conditions. The company supplies products which help customers to improve the efficiency of their production processes and the main driver for demand is the requirement to produce high quality products quickly, yet at the lowest possible unit cost. Although the economic situation has led to capital expenditure being restrained over the past year, our strategy of providing products which require little capital outlay but bring rapid payback for our customers has served us well. The decision in many end markets to upgrade existing processes rather than invest in new manufacturing facilities benefits Spectris, as the vast majority of our sales come from upgrades rather than new capacity. Solid demand for our products from the pulp and paper, transportation and pharmaceutical industries was supported by the introduction of new products and applications for customers in these sectors. This offset the effects of weaker end user demand. Technology markets continued to be soft, in particular the semiconductor and telecommunications sectors, although these now comprise less than 7% of Spectris sales. The other non-technology markets fell slightly but showed modest growth in the second half. Benefits from manufacturing migration The migration of manufacturing to lower-cost economies such as China, Central Europe and Mexico continues to bring benefits to Spectris as customers invest in instrumentation to ensure standards meet, if not exceed, those in established manufacturing economies elsewhere. As domestic businesses expand to meet demand and foreign companies establish new manufacturing facilities, these markets are growing rapidly. The benefits this increase in demand brings to Spectris outweigh the loss of sales in traditional areas and have not been at the expense of lower gross margins. Early recognition of the importance of these regions has enabled Spectris to establish an effective presence, particularly in China where the company has a number of sales offices in addition to HBM's manufacturing facility for load cells for the weighing industry. The importance of China to Spectris is evidenced by the number of staff employed in the region, which had risen to nearly 600 by the end of 2002. Sales to Asia Pacific comprised 11% of total sales in 1998; this rose to 20% in 2002, of which an increasing amount come from China, where a deliberate strategy to migrate from indirect to direct sales channels is showing results. Sales coverage in the developing economies of Central Europe (the former Eastern Europe countries) and Mexico has also been increased to take advantage of the opportunities in these regions. The geographical balance of Spectris sales has shifted from North America, where it accounted for 50% in 1999 but today accounts for 31% of sales, towards Europe and Asia Pacific, where sales have increased from 34% to 46% and 12% to 20% respectively. Positive environmental trends Increased regulatory requirements are driving demand for our instrumentation and control products. Tougher environmental legislation requires pollution from harmful emissions and noise to be reduced. Companies such as Bruel & Kjaer Sound & Vibration, Malvern Instruments and Fusion UV Systems supply equipment to monitor noise, reduce vehicle emissions and eliminate the use of solvents in coatings respectively. Increasing safety regulations are also providing opportunities for Particle Measuring Systems and Malvern in the production of pharmaceutical products. The recycling of paper is another environmental trend from which BTG is benefiting. Operating costs down, gross margins maintained In addition to the significant initiatives commenced in 2001, actions to contain operating costs continued throughout the year. Headcount was down 3% in the year, excluding PANalytical and China, where it increased as a result of the continuing expansion of HBM's manufacturing activities. The year-on-year cost savings were approximately £13m and gross margins were maintained. A global purchasing function has now been established in China with the aim of further reducing material costs for the group. Initiatives to reduce cycle times in general, and inventory specifically, led to strong cash generation with operating cash conversion of 105%. In addition, costs were reduced by £1.4m due to the reversal of long-term bonus accruals. During the year the disposal of three non-core businesses was completed. These comprised Fairey Industrial Ceramics, the BTG coating systems product line and Luxtron (save for a 19.9% residual holding). Total cash proceeds from these disposals were £1.8 million, net of expenses. Sector Performance Electronic controls performed relatively well given a year of weak market conditions. Sales were down slightly from £119.8m to £117.6m with profit marginally down from £13.4m to £13.0m. Performance was supported by innovative new products introduced by all four companies, including an auto-configurable 2D bar code scanner from Microscan and Linux development kits from Arcom. Proactive material cost management, in particular, but not exclusively, from Red Lion Controls helped and HBM's continued transfer of production to China also made an impact. Demand improved in the second half of the year, due in the most part to product and market initiatives launched earlier. In-line instrumentation reported sales down from £193.8m to £172.7m with operating profit down from £21.2m to £18.6m. BTG performed exceptionally well despite its pulp and paper customers facing weak demand. This performance was due to new products and sales initiatives, particularly in Asia. Beta LaserMike, whose largest market is in telecommunications cable manufacture, had a difficult year. Measures were taken to reduce costs and to re-orient the company to other markets, supported by a small product line acquisition. In the other companies, sales were down marginally due to a weak first quarter. The impact on operating profit was contained with timely cost control measures, of which the majority had been implemented towards the end of 2001. Year-on-year performance declined slightly at Loma, NDC Infrared Engineering and Servomex but improved at Ircon and Bruel & Kjaer Vibro. Process technology saw sales of £160.7m, excluding PANalytical, down from £196.0m, and an operating profit of £15.8m compared to £23.1m. The fall in sales was due to the sector's exposure to telecommunications (Fusion to a large extent and Bruel & Kjaer Sound & Vibration to a lesser degree) and the semiconductor clean room market served by Particle Measuring Systems. Underlying demand strengthened in the second half, particularly in Asia. The profit impact was mitigated both through gross and operating margin improvements at Bruel & Kjaer and continued cost control across the other companies. Particle Measuring Systems maintained a respectable operating margin despite weak semiconductor demand and improved its offering to the pharmaceutical market. Malvern had an excellent year, substantially due to the launch of differentiated new products. Fusion made good progress in applying its expertise to develop applications for other markets such as automotive. Acquisition of PANalytical The acquisition of PANalytical (formerly the X-ray instrumentation business of Royal Philips Electronics) was concluded in September 2002. The cost was £96.1m. Sales for the four months were £32.6m with an operating profit of £4.1m. This acquisition increases the group's exposure to the laboratory and quality control sector and is a good fit with the Spectris operating model. The integration process has progressed well. Near-term operating emphasis In all Spectris companies there is a permanent focus on sales and marketing effectiveness, differentiation through innovation, cycle time reductions and cash generation. However, there are three areas of particular emphasis in the near term: Sales coverage: with the anticipated continuation of our customers' manufacturing base shifting to lower cost regions, our direct sales and applications engineering presence will be extended to take advantage of these opportunities. After sales, service and consumables: we are increasing our focus on after sales, improving customer relationships and account penetration, which will lead to improved long-term stability of demand. Material cost: as manufacturing increasingly moves to cheaper areas, so are many of our current and potential suppliers. Initiatives are under way to align our procurement processes to take advantage of these trends. Summary Spectris companies have managed to improve their relative positions in their respective markets. Management initiatives, together with the sustainable demand drivers in our industry, put us in a strong position to benefit when the macro-environment improves and confidence returns. - ENDS - A table of results is attached. The company will broadcast the meeting with analysts in a live Webcast commencing at 09:30 AM on the company's website at www.spectris.com Copies of this notice are available to the public from the registered office: Station Road, Egham, Surrey TW20 9NP and on the company's website at www.spectris.com CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2002 Continuing Operations Notes Existing Acquisitions Ongoing Businesses sold Total Total Businesses Operations 2002 2002 2002 2002 2002 2001 (restated) £m £m £m £m £m £m 1 Turnover 451.0 32.6 483.6 6.5 490.1 543.1 Cost of sales (184.2) (15.3) (199.5) (3.0) (202.5) (233.7) --------- --------- --------- --------- --------- --------- Gross profit 266.8 17.3 284.1 3.5 287.6 309.4 Operating costs (219.4) (13.2) (232.6) (4.3) (236.9) (268.0) --------- --------- --------- --------- --------- --------- Operating profit 47.4 4.1 51.5 (0.8) 50.7 60.7 before goodwill amortisation and exceptional items Goodwill (7.4) (1.3) (8.7) - (8.7) (6.1) amortisation 2 Exceptional items 2.3 - 2.3 - 2.3 (13.2) --------- --------- --------- --------- --------- --------- 42.3 2.8 45.1 (0.8) 44.3 41.4 Operating profit Profit/(loss) on sale or (12.9) (12.9) 19.8 termination of business --------- --------- 1 Profit on ordinary activities 31.4 61.2 before interest Other finance income 0.7 0.8 Net interest payable (8.9) (11.1) --------- --------- Profit on ordinary activities 23.2 50.9 before taxation 3 Taxation (7.9) (9.3) --------- --------- Profit for the financial year 15.3 41.6 Dividends (15.3) (13.3) --------- --------- Retained profit - 28.3 --------- --------- 4 Basic earnings per share (p) 13.4 38.0 4 Fully diluted earnings per 13.3 37.7 share (p) 4 Normalised earnings per share 28.1 33.8 (p) Dividends per ordinary equity 12.75 12.25 share (p) CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES For the year ended 31 December 2002 2001 (restated) £m £m Profit for the financial year 15.3 41.6 Foreign exchange adjustments 7.0 1.6 Tax attributable to foreign exchange adjustments (0.3) - Actuarial loss arising on pension schemes (14.8) (5.9) Tax attributable to actuarial loss 4.7 1.7 --------- --------- Total recognised gains and losses relating to the financial year 11.9 39.0 Prior year adjustment in respect of FRS 19 (1.8) - Prior year adjustment in respect of FRS 17 - 8.2 --------- --------- Total recognised gains and losses since the last annual report 10.1 47.2 ===== ===== The 2001 comparative figures have been restated following the adoption of FRS 19, Deferred Taxation, in 2002. There is no material difference between the reported profit and historical cost profit. GROUP BALANCE SHEET AS AT 31 DECEMBER 2002 2002 2001 (restated) £m £m Fixed assets Intangible assets 213.6 136.6 Tangible fixed assets 89.1 83.2 Other investments 15.9 13.8 --------- --------- 318.6 233.6 --------- --------- Current assets Stocks 80.9 74.2 Debtors 149.7 133.2 Cash at bank 36.9 36.7 --------- --------- 267.5 244.1 --------- --------- Creditors: due within one year Short term borrowing (69.2) (12.3) Other creditors (138.6) (124.9) --------- --------- (207.8) (137.2) --------- --------- Net current assets 59.7 106.9 --------- --------- Total assets less current liabilities 378.3 340.5 --------- --------- Creditors: due after more than one year Medium and long term borrowing (145.2) (155.9) Other creditors (3.1) (1.4) --------- --------- (148.3) (157.3) --------- --------- Provisions for liabilities and charges (32.3) (40.3) --------- --------- Net assets excluding pension assets/(liabilities) 197.7 142.9 Pension assets - 3.0 Pension liabilities (9.0) (2.1) --------- --------- Net assets 188.7 143.8 ===== ===== Called up share capital 6.2 5.6 Share premium account 226.3 185.4 Merger reserve 3.1 3.1 Capital redemption reserve 0.3 0.3 Profit and loss account (47.2) (50.6) --------- --------- Equity shareholders' funds 188.7 143.8 ===== ===== The 2001 comparative figures have been restated following the adoption of FRS 19, Deferred Taxation, in 2002. CONSOLIDATED CASH FLOW STATEMENT For the year ended 31 December Notes 2002 2001 £m £m 5 Net cash inflow from operating activities 54.4 58.0 Returns on investments and servicing of finance Interest received 1.7 2.6 Interest paid (10.4) (14.0) (8.7) (11.4) --------- --------- Taxation paid (4.5) (12.8) Capital expenditure and financial investment Purchase of tangible fixed assets (19.9) (29.8) Sale of tangible fixed assets 4.0 1.4 Purchase of fixed asset investments (2.1) (4.3) --------- --------- (18.0) (32.7) --------- --------- Acquisitions and disposals Acquisition of subsidiary undertakings (101.8) (5.4) Bank overdraft acquired with subsidiary undertakings 3.1 (0.1) Proceeds from the sale of subsidiary undertakings 1.8 28.6 (Cash)/bank overdraft disposed with subsidiary undertakings (0.2) (0.2) Proceeds from the disposal of investments - 8.2 --------- --------- (97.1) 31.1 --------- --------- Equity dividends paid (14.0) (11.5) --------- --------- Cash inflow/(outflow) before financing (87.9) 20.7 --------- --------- Financing Issue of shares 41.5 0.4 Repayment of loans (51.1) (28.4) New loans 97.1 - --------- --------- 87.5 (28.0) --------- --------- 6 Decrease in cash in the year (0.4) (7.3) ===== ===== NOTES TO THE ACCOUNTS 1. SEGMENTAL ANALYSES a) Analysis by class of business Turnover Profit before interest and tax Net assets 2002 2001 2002 2001 2002 2001 (restated) (restated) £m £m £m £m £m £m Continuing operations: Electronic controls 117.6 119.8 13.0 13.4 53.0 35.0 In-line instrumentation 172.7 193.8 18.6 21.2 66.8 46.5 Process technology 193.3 196.0 19.9 23.1 46.7 59.6 --------- --------- --------- --------- --------- --------- Total ongoing operations 483.6 509.6 51.5 57.7 166.5 141.1 Businesses sold 6.5 33.5 (0.8) 3.0 5.9 11.2 --------- --------- --------- --------- --------- --------- Total continuing operations 490.1 543.1 50.7 60.7 172.4 152.3 Goodwill amortisation (8.7) (6.1) Operating exceptional items 2.3 (13.2) Profit/(loss) on sale of (12.9) 19.8 business Net debt (177.5) (131.5) Intangible assets 213.6 136.6 Net pension (liability)/asset (9.0) 0.9 Other (10.8) (14.5) --------- --------- --------- --------- --------- --------- Total 490.1 543.1 31.4 61.2 188.7 143.8 ===== ===== ===== ===== ===== ===== b) Analysis of turnover by geographical destination 2002 2001 (restated) £m £m UK 32.3 36.2 Continental Europe 188.1 191.9 North America 147.7 172.1 Japan 31.0 36.8 China 24.6 19.1 Rest of Asia Pacific 45.6 39.5 Rest of the world 14.3 14.0 --------- --------- 483.6 509.6 Businesses sold or to be sold 6.5 33.5 --------- --------- 490.1 543.1 ===== ===== As of 1 January 2002, the reporting sectors changed. The operating businesses are now grouped as follows: Electronic controls: Arcom Control Systems, HBM, Microscan, Red Lion Controls. In-line instrumentation: Beta LaserMike, Bruel & Kjaer Vibro, BTG, Ircon, Loma Systems, NDC Infrared Engineering, Servomex. Process technology: Bruel & Kjaer Sound & Vibration, Fusion UV Systems, Malvern Instruments, Particle Measuring Systems and PANalytical, the new business acquired. Comparative information has been restated as appropriate. The loss on sale of businesses in 2002 arises as follows: - Loss of £1.9m on disposal of Fairey Industrial Ceramics. - Loss of £11.1m on disposal of Luxtron Corporation. - Profit of £0.1m on disposal of BTG Coating Systems. All of the above businesses were previously reported in Businesses sold or to be sold. 2. EXCEPTIONAL ITEMS 2002 2001 The operating exceptional items comprise: £m £m Release of fair value provisions no longer required 1.3 - Compensation from patent infringement case 1.0 - Legal Costs - (1.2) Redundancy and restructuring costs in existing businesses - (12.0) --------- --------- 2.3 (13.2) ===== ===== 3. TAXATION The effective tax rate, excluding operating exceptional items, profit on sale of businesses and goodwill amortisation, was 24.4% (2001 restated: 26.5%). 4. EARNINGS PER SHARE The calculation of basic earnings per share of 13.4p (2001 restated: 38.0p) is based on the group profit of £15.3m (2001 restated: £41.6m) and on the weighted average number of ordinary shares in issue during the year of 114.4 million (2001: 109.4 million). Earnings per share before exceptional items and goodwill amortisation is calculated as follows: Earnings Earnings per share 2002 2001 2002 2001 (restated) (restated) £m £m pence Pence Basic earnings and 15.3 41.6 13.4 38.0 earnings per share Basic earnings and earnings per share attributable to: Goodwill amortisation 8.7 6.1 7.6 5.6 Operating exceptional (2.3) 13.2 (2.0) 12.1 items (Profit)/loss on sale 12.9 (19.8) 11.3 (18.1) or termination of business Tax credit on operating (0.5) (2.9) (0.5) (2.7) exceptional items Tax release on profit (2.0) (1.2) (1.7) (1.1) on sale of businesses --------- --------- --------- --------- Earnings and earnings 32.1 37.0 28.1 33.8 per share before exceptional items and goodwill amortisation ===== ===== ===== ===== Earnings per share before exceptional items and goodwill amortisation is presented to show more clearly the underlying performance of the group. The calculation of diluted earnings per share of 13.3 p (2001 restated: 37.7p) is based on the group profit of £ 15.3m (2001 restated: £41.6m) and on the diluted weighted average number of 5p ordinary shares in issue during the year of 114.7 million (2001: 110.2 million). The basic weighted average number of ordinary shares in issue is reconciled to the diluted weighted average number of shares in issue in the following table: Weighted average number of 5p ordinary shares 2002 2001 million million Basic weighted average number of 5p 114.4 109.4 ordinary shares in issue Weighted average number of dilutive 0.8 3.2 5p ordinary shares under option Weighted average number of 5p ordinary shares that would have been issued at average market value from (0.5) (2.4) proceeds of dilutive share options --------- --------- Diluted weighted average number of 114.7 110.2 5p ordinary shares ===== ===== 5. RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW FROM OPERATING ACTIVITIES 2002 2001 (restated) £m £m Operating profit 44.3 41.4 Depreciation of tangible fixed assets 13.9 13.6 Amortisation of intangible assets 8.7 6.1 Profit/(loss) on sale of tangible fixed assets (0.6) 0.4 Decrease/(increase) in stocks 5.6 (7.7) Decrease in debtors 7.0 15.2 Decrease in creditors (9.9) (17.2) (Decrease)/increase in provisions (14.6) 6.2 --------- --------- Net cash inflow from continuing operating activities 54.4 58.0 ===== ===== 6. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT 2002 2001 £m £m Decrease in cash in the year (0.4) (7.3) Cash effect of change in debt (46.0) 28.4 --------- --------- Change in net debt resulting from cash flows (46.4) 21.1 Other non-cash items: Exchange movements 0.4 1.0 Amortisation of issue costs - (0.1) --------- --------- Movement in net debt in the year (46.0) 22.0 Net debt as at 1 January 2002 (131.5) (153.5) --------- --------- Net debt as at 31 December 2002 (177.5) (131.5) ===== ===== 7. ANALYSIS OF CHANGES IN NET DEBT Cash at bank Short term loans and overdraft Long term loans Total £m £m £m £m As at 1 January 2002 36.7 (12.3) (155.9) (131.5) Cash flow (0.4) (59.2) 13.2 (46.4) Exchange movements 0.6 2.3 (2.5) 0.4 --------- --------- --------- --------- As at 31 December 2002 36.9 (69.2) (145.2) (177.5) ===== ===== ===== ===== 8. COMPANY INFORMATION The financial information set out above does not constitute the company's statutory accounts for the years ended 31 December 2002 or 2001 but is derived from those accounts. Statutory accounts for 2001 have been delivered to the Registrar of Companies. The auditors have reported on those accounts; their report was unqualified and did not contain statements under section 237(2) or (3) of the Companies Act 1985. The statutory accounts for 2002 will be delivered following the company's annual general meeting. 9. ANNUAL REPORT Copies of the annual report, which will be posted to shareholders on 2 April 2003, may be obtained from the registered office at Station Road, Egham, Surrey TW20 9NP. This information is provided by RNS The company news service from the London Stock Exchange

Companies

Spectris (SXS)
UK 100

Latest directors dealings