Interim Results

Fairey Group PLC 11 September 2000 Contact: John Poulter, Chief Tel: 020 7269 7249(am) Executive Fairey Group Tel: 01784 470470 Richard Mountain Financial Dynamics Tel: 020 7269 7249 (am) FAIREY GROUP plc INTERIM RESULTS Overview £m H1 2000 H1 1999 Change Sales 164.2 129.4 +27% Operating Profit 20.7 15.5 +34% Profit before Tax/ 18.3 13.0 +41% Exceptionals/Goodwill Normalised e.p.s. 13.2p 9.5p +39% Dividend 3.55p 3.35p + 6% Commenting on the results, Chief Executive John Poulter said: 'These results demonstrate the underlying strength of our businesses. We are confident that 2000 will be a year of considerable advancement, augmented by the opportunities presented with the acquisition of the Spectris companies.' As projected in statements earlier in the year, the first half of 2000 showed a decisive upturn in sales and profits as the group benefited from strongly improving market conditions and demand for semiconductor and optical fibre equipment and as Asia Pacific and US industrial markets recovered from the downturn of 1998/9. Results Compared with the equivalent period in the prior year group sales, profits and earnings all rose strongly. Although the headline sales were augmented by the inclusion of Servomex, acquired in mid-1999, the underlying rate of organic sales growth was 18%. On the same basis operating profit was 31% ahead. Asian markets recovered strongly and there was substantial improvement in North America. Continental Europe showed more modest progress and the UK remained uninspiring. The group invested in enhanced sales and marketing activity ahead of anticipated sales growth, which had an effect on profits, although gross margins were maintained at the overall level of the prior year. Euro weakness against the main operating currencies of the group (the dollar and the pound) impacted disadvantageously on gross margins, but dollar strength towards the end of the period was helpful in the translation of profits into sterling. Net borrowings at the half year were £8.5m which were significantly reduced by the rights issue proceeds of £55.6m utilised in early July to part fund the acquisition of Spectris AG. Conversion of operating profit into operating cash was disappointing as a result of an £11m increase in trade working capital owing to a strong second quarter sales performance and an inventory build to accommodate the rising sales trend. Cash conversion for the full year is anticipated to be much closer to the 100% target level achieved in 1999. The Board intends to pay an interim dividend of 3.55p, a 6% increase on the previous year. The dividend will be paid on 15 November, 2000 to shareholders on the register at 20 October 2000. Operating Review In the electronic controls segment, the businesses saw sales ahead by 23%. All companies made positive progress. Arcom increased sales by over 50% compared with the prior year, successfully converting prospects for remote data communications products, referred to in previous reports, into sales. Microscan and Red Lion Controls took advantage of recovery in the market for factory automation and together grew sales by 11%. In the process instrumentation segment, organic growth was 21%. The semiconductor equipment units experienced rising order intake through the period as the recovery in the semiconductor industry impacted on the relatively late cycle products of Luxtron and Particle Measuring Systems. Order books increased substantially during the second quarter. With strong activity continuing and launches of new products resulting from the development investments made during the downturn, the portents for the remainder of the year are good. Fusion and Beta LaserMike enjoyed the resurgence in the optical fibre market and although this growth rate may slacken in the second half as a result of phasing of customer projects into 2001, their other markets are also growing. The other instrumentation businesses, with one exception, made good progress and moved back to the levels of growth seen before the Asian crisis. At Loma, downward cost pressures in the food industry and ownership changes at several competitors have caused profits to be eroded in an environment of falling prices. Some recovery from this erosion is based on pending new product introductions and closer customer service relationships globally as well as internal cost reduction. Servomex incurred one-off costs associated with outsourcing much of its basic manufacturing. The oil and gas equipment market has been slow to recover but enquiry levels and activity are encouraging as the company benefits from an improved structure, market clarity and new product introductions. We expect margins in the process instrumentation segment to increase significantly in the second half. In the filtration systems segment, Fairey Arlon increased sales and profits despite competitive markets for construction equipment and Fairey Microfiltrex gained important industrial business, especially in the United States, which compensated for softer demand from its aerospace customers. The same softness was felt at Fairey Industrial Ceramics in requirements for aerospace casting cores. There was a sharp reduction in sales at Fairey Nuclear where the decline of recent years is accelerating. This was the primary cause of the reversal in the segment. Nevertheless, we expect the companies (with the exception of Fairey Nuclear) to make progress in the second half. Acquisitions and Disposals At the end of June, Imaging Technology was sold for just under £10m. Although profitable, the company - the group's smallest in the electronics and instrumentation segments - is exposed to a market where technological advances are driving ever higher product performance at reducing unit prices. The need for continuing high levels of development investment pointed to a more difficult environment for a minor participant in the industry. Immediately after the half year end the group completed the acquisition of Spectris AG in Germany for approximately £171m, funded to the extent of £55.6m by a rights issue. With 1999 sales of £220m, this is the largest acquisition in the group's history and consists of four main companies based in Denmark, Germany and Sweden. Disposal of certain peripheral businesses amounting to about 10% of the acquired sales is progressing well. The Spectris head office has been eliminated but for a few support staff and a complex and inefficient sales matrix structure is being replaced by direct alignment of sales activities to the operating companies. The savings that flow from these and other actions will be realised progressively during the next eighteen months, but the group target is for cost savings of £6-£8m from reorganisation costs estimated at £12-£15m. The trading in these businesses has historically been weighted towards the latter part of the year and the group expects the acquisition to be earnings enhancing, before amortisation of goodwill and exceptional costs, in the second half. The businesses are strongly positioned and order intakes are running ahead of 1999. The cash requirements for reorganisation and exceptional capital expenditure amounting to £8m are expected to be covered by the Spectris disposals. Until the end of 2001, it is the intention to show Spectris companies' results separately from the rest of the group. Outlook Given the overall strength of demand and the expectation of an earnings enhancing contribution from the Spectris businesses, Fairey is taking a positive view of the second half and, subject always to the proviso surrounding economic events, the group is well positioned to deliver further encouraging performance. A table of results is attached. Copies of this notice are available to the public from the registered office: Station Road, Egham, Surrey TW20 9NP Group Results (unaudited) 2000 1999 1999 Half year Half year Full year £'000 £'000 £'000 £'000 £'000 £'000 Sales turnover Continuing operations 158,332 124,952 254,912 Acquisitions - - 11,059 Operations disposed 5,899 4,416 9,304 ______ ______ _______ 164,231 129,368 275,275 ______ ______ _______ Operating profit before goodwill amortisation Continuing operations 19,968 15,477 34,094 Acquisitions - - 812 Operations disposed 686 35 419 ______ ______ ______ 20,654 15,512 35,325 Amortisation of intangible assets (513) - (577) _______ _______ ______ Total operating 20,141 15,512 34,748 profit Exceptional loss (914) - - (note) _______ _______ _______ 19,227 15,512 34,748 Net Interest payable 2,368 2,482 5,210 _______ _______ _______ Profit before taxation 16,859 13,030 29,538 Taxation - UK 765 1,879 (7,559) - Overseas 5,031 2,030 5,400 _______ _______ _______ Profit after taxation 11,063 9,121 31,697 Dividends 3,903 3,160 10,373 _______ _______ _______ Retained profit 7,160 5,961 21,324 _______ _______ _______ Average number of shares in 96.7 93.8 94.0 issue (millions) Earnings per ordinary share 11.2p 9.5p 32.8p Fully diluted earnings per 11.1p 9.5p 32.8p share Normalised earnings per 13.2p 9.5p 22.4p ordinary share Dividends per ordinary 3.55p 3.35p 11.0p share Note: The exceptional loss comprises a loss on sale of Imaging Technology Inc of £2,802,000 including goodwill previously written off, partly offset by a gain on a contract for the purchase of Deutschemarks amounting to £1,888,000. Normalised earnings per share excludes the after tax loss on sale of discontinued operations, the exceptional currency gain and amortisation of goodwill. The earnings per share calculations take account of the rights issue during the period. The financial information above does not constitute statutory accounts for the company. The results for 1999 are not the company's statutory accounts but an abridged version of the full accounts which have received an unqualified report by the auditors and have been filed with the Registrar of Companies. The half year figures are unaudited. Copies of this report have been sent to shareholders and are available to the public at the company's office. Business Sector Analysis 2000 1999 1999 Half year Half year Full year £'000 £'000 £'000 Sales turnover Electronic Controls 27,479 22,793 44,321 Process Instrumentation 112,641 83,651 185,258 Filtration Systems 18,212 18,508 36,392 158,332 124,952 265,971 Operations disposed 5,899 4,416 9,304 164,231 129,368 275,275 Operating profit Electronic Controls 4,498 3,429 6,685 Process Instrumentation 12,482 8,512 21,155 Filtration Systems 2,988 3,536 7,066 19,968 15,477 34,906 Operations disposed 686 35 419 20,654 15,512 35,325 Amortisation of intangible assets (513) - (577) 20,141 15,512 34,748 The amortisation of intangibles relates to the acquisition of the Servomex companies whose results are included within the Process Instrumentation sector. Balance Sheet Summary (unaudited) 2000 1999 1999 1 July 31 3 July £'000 December £'000 £'000 Intangible assets 19,775 20,327 19,400 Fixed assets 33,736 34,966 37,524 Investments 6,474 5,574 4,815 Investments - held for disposal - - 4,000 Working capital 65,847 51,710 52,799 Tax payable (12,064) (11,975) (20,807) Dividends payable (3,917) (7,219) (3,164) Provisions (3,095) (3,026) (1,724) 106,756 90,357 92,843 Net borrowing (8,453) (64,315) (82,978) Net assets 98,303 26,042 9,865 Share capital 5,582 4,784 4,778 Reserves 92,721 21,258 5,087 Equity shareholders' funds 98,303 26,042 9,865 Reconciliation of movements in shareholders' funds Retained profit 7,160 21,324 5,961 Foreign exchange adjustments (31) (361) (682) New share capital subscribed 55,586 3,791 3,298 Goodwill written back on disposal 9,546 - - Net increase/(decrease) 72,261 24,754 8,577 Opening shareholders' funds 26,042 1,288 1,288 Closing shareholders' funds 98,303 26,042 9,865 In accordance with FRS 10 goodwill on acquisitions from 1 January 1998 has been capitalised and is being amortised over its useful economic life. Cash Flow Summary (unaudited) 2000 1999 1999 Half year Half year Full year £'000 £'000 £'000 Operating activities 13,329 16,775 38,258 Capital expenditure (2,606) (2,666) (5,382) Fixed asset disposals 256 157 1,688 Net interest paid (2,301) (2,482) (5,305) Tax paid (5,631) (1,285) (1,540) Free cash flow 3,047 10,499 27,719 Dividends paid (7,205) (6,828) (9,987) Share issues 55,586 224 634 Purchase of fixed asset (900) - (759) investments Purchase of subsidiaries (1,485) (22,263) (23,151) Sale of subsidiaries 9,592 - 4,877 Exchange adjustment (2,773) (2,888) (1,926) Net cash movement 55,862 (21,256) (2,593) Operating activities Operating profit 20,141 15,512 34,748 Depreciation/amortisation 4,087 3,266 7,526 Increase in working capital (10,899) (2,003) (4,016) 13,329 16,775 38,258

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Spectris (SXS)
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