Interim Results - Part 2

Spirent PLC 30 August 2001 PART 2 1. Segmental Analysis £ million Half year 30 June Year 31 December _________________________ ___________ 2001 % 2000 % 2000 % Turnover Telecom Test 141.3 31 114.0 38 283.7 42 Network Monitoring 113.9 25 - - 5.5 1 _______ ___ _____ ___ ______ ___ Communications 255.2 56 114.0 38 289.2 43 Network Products 91.2 20 90.2 30 181.4 27 Systems 62.8 14 55.9 18 113.1 17 Sensing Solutions 46.6 10 43.5 14 90.7 13 _______ ___ _____ ___ ______ ___ 455.8 100 303.6 100 674.4 100 Divested operations: ___ ___ ___ Systems 3.1 12.8 22.3 ______ _____ ______ 458.9 316.4 696.7 ______ _____ ______ Operating (loss)/profit Telecom Test 33.0 41 38.8 66 97.1 71 Network Monitoring 29.6 37 - - 1.5 1 _______ ___ _____ ___ ______ ___ Communications 62.6 78 38.8 66 98.6 72 Network Products 9.5 12 13.5 23 25.3 18 Systems 2.9 4 1.0 2 2.1 2 Sensing Solutions 4.6 6 5.7 9 11.3 8 _______ ___ _____ ___ ______ ___ 79.6 100 59.0 100 137.3 100 Divested operations: Systems (0.2) ___ 0.6 ___ 0.6 ___ ______ _____ ______ Operating profit before goodwill amortisation and exceptional items 79.4 59.6 137.9 ______ _____ ______ Goodwill amortisation: Telecom Test (14.9) (7.6) (19.8) Network Monitoring (30.0) - (2.6) ______ _____ ______ Communications (44.9) (7.6) (22.4) Network Products (0.7) (0.5) (1.3) Systems (0.3) (0.3) (0.6) Sensing Solutions (0.8) (0.7) (1.4) ______ _____ ______ (46.7) (9.1) (25.7) ______ _____ ______ Exceptional items: - goodwill impairment Telecom Test (192.3) - - Network Monitoring (55.3) - - ______ _____ ______ Communications (247.6) - - ______ _____ ______ - stocks and debtors provisions - Telecom Test (14.9) - - - reorganisation costs (0.5) - - - acquisition retention bonuses (2.9) - (2.2) ______ _____ ______ Operating (loss)/profit (233.2) 50.5 110.0 ______ _____ ______ 2. Geographical Analysis £ million Half year 30 June Year 31 December _________________________ ___________ 2001 % 2000 % 2000 % Turnover by market Europe 108.5 24 92.9 30 194.7 29 North America 292.1 64 169.3 56 390.8 58 Asia Pacific, Rest of Americas, Africa 55.2 12 41.4 14 88.9 13 _______ ___ _____ ___ ______ ___ 455.8 100 303.6 100 674.4 100 ___ ___ Divested operations: 2.1 5.8 12.2 Europe 0.2 5.5 7.3 North America Asia Pacific, Rest of Americas, Africa 0.8 1.5 2.8 ______ _____ ______ 458.9 316.4 696.7 ______ _____ ______ Turnover by source Europe 106.8 24 86.6 29 174.0 26 North America 329.1 72 198.1 65 461.7 68 Asia Pacific, Rest of Americas, Africa 19.9 4 18.9 6 38.7 6 ______ _____ ______ 455.8 100 303.6 100 674.4 100 ___ ___ ___ Divested operations: Europe 3.1 7.7 15.3 North America - 5.1 7.0 ______ _____ ______ 458.9 316.4 696.7 ______ _____ ______ 2. Geographical Analysis continued £ million Half year 30 June Year 31 December _________________________ ___________ 2001 % 2000 % 2000 % Operating (loss)/profit by source Europe 12.2 15 11.2 19 19.0 14 North America 66.1 83 46.4 79 115.9 84 Asia Pacific, Rest of Americas, Africa 1.3 2 1.4 2 2.4 2 ______ ___ _____ ___ ______ ___ 79.6 100 59.0 100 137.3 100 ___ ___ ___ Divested operations: Europe (0.2) 0.7 0.9 North America - (0.1) (0.3) _______ _____ ______ Operating profit before goodwill amortisation and exceptional items 79.4 59.6 137.9 _______ _____ ______ Goodwill amortisation: Europe (0.8) (0.6) (1.3) North America (45.7) (8.3) (23.4) Asia Pacific, Rest of Americas, Africa (0.2) (0.2) (1.0) _______ _____ ______ (46.7) (9.1) (25.7) _______ _____ ______ Exceptional items: - goodwill impairment North America (247.6) - - - stocks and debtors provisions North America (14.9) - - - reorganisation costs (0.5) - - - acquisition retention bonuses (2.9) - (2.2) _______ _____ ______ Operating (loss)/profit (233.2) 50.5 110.0 _______ _____ ______ Average exchange rates US dollar 1.44 1.57 1.51 Euro 1.61 1.63 1.64 3. Earnings Before Interest, Taxation, Depreciation, Amortisation and Exceptional Items (EBITDA before exceptional items) £ million Year Half year 30 June 31 December _________________ __________ 2001 2000 2000 Operating (loss)/profit of the Group (233.2) 50.5 110.0 Exceptional items: Other (see note 4) 18.3 - 2.2 Goodwill impairment 247.6 - - Goodwill amortisation 46.7 9.1 25.7 Depreciation 17.2 11.3 25.1 ______ ______ ______ 96.6 70.9 163.0 ______ ______ ______ 4. Exceptional Items - Other £ million Year Half year 30 June 31 December __________________ ____________ 2001 2000 2000 Stocks and debtors provisions 14.9 - - Reorganisation costs 0.5 - - Acquisition retention bonuses 2.9 - 2.2 _______ _____ _______ 18.3 - 2.2 Tax effect of exceptional items 5.7 - 0.7 _______ _____ _______ 12.6 - 1.5 _______ _____ _______ 5. Goodwill Impairment In accordance with FRS 10 'Goodwill and intangible assets', goodwill is reviewed for impairment at the end of the first full financial year following acquisition and in other periods if events or changes in circumstances indicate the carrying value may not be recoverable. The rapid deterioration in the telecommunications market has led us to recognise impairment losses for Zarak Systems and Net-HOPPER both acquired in the second half of 2000. These losses which total £247.6 million, are the aggregate from the impairment reviews of each individual income generating unit and determined in accordance with FRS 11 'Impairment of fixed assets and goodwill'. The impairment loss restates the assets to value in use and has been measured using a pre-tax discount rate of 14.6 per cent. 6. Taxation £ million Year Half year 30 June 31 December __________________ ____________ 2001 2000 2000 UK taxation 6.4 0.7 2.2 Overseas taxation 7.9 14.0 29.3 Exceptional tax credit - - (6.4) _______ _____ ________ 14.3 14.7 25.1 Share of joint venture's taxation 2.6 2.5 4.5 Share of associates' taxation 0.3 0.1 1.0 _______ _____ ________ 17.2 17.3 30.6 _______ _____ ________ 7. Reconciliation of Operating (Loss)/Profit to Net Cash Inflow from Operating Activities £ million Year Half year 30 June 31 December __________________ ____________ 2001 2000 2000 Operating (loss)/profit (233.2) 50.5 110.0 Depreciation 17.2 11.3 25.1 Loss/(profit)on disposal of 0.3 (0.6) (0.8) tangible fixed assets (14.9) - - Goodwill impairment 247.6 - - Amortisation of goodwill 46.7 9.1 25.7 Acquisition retention bonuses non cash 0.3 - 1.4 Deferred income (released)/received (18.8) 1.5 1.5 Decrease/(increase) in debtors 3.6 (19.0) (30.7) Decrease/(increase) in stocks 15.4 (8.2) (23.7) (Decrease)/increase in creditors (25.2) 3.9 17.2 _______ _____ ________ Net cash inflow from operating activities 53.9 48.5 125.7 _______ _____ ________ 8. UK-US GAAP Reconciliation £ million Half year 30 June ________________________ 2001 2000 (Loss)/profit attributable to shareholders in accordance with UK GAAP (260.1) 15.2 ________ ________ Adjustments: Goodwill and Other Intangible Assets (a) (73.7) (22.0) Stock compensation (b) 16.9 (5.6) Profit on disposal of operations (c) 0.1 9.8 Other (d) (2.3) 0.3 ________ ________ Total adjustments (59.0) (17.5) ________ ________ Net loss as adjusted to accord with US (319.1) (2.3) GAAP ________ ________ Basic loss per share: (pence) (34.92) (0.35) (a) Goodwill and Other Intangible Fixed Assets (i) Useful Economic Lives Under UK GAAP purchased goodwill is amortised over its estimated useful economic life, which is defined as the period over which the value of the underlying business acquired is expected to exceed the values of its identifiable net assets and is presumed to be limited to 20 years. Under US GAAP, purchased goodwill is amortised over the estimated period to benefit from the original purchased goodwill, which is typically in the range of seven to ten years. In the six months ended 30 June 2001 this resulted in a further US GAAP expense of £46.7 million (2000 £12.4 million). (ii) Capitalisation Under UK GAAP, goodwill arising on acquisitions prior to 1998 was written off to retained earnings on acquisition. In reconciling to US GAAP, such amounts have been capitalised and amortised over their estimated useful economic lives of 20 years. In the six months ended 30 June 2001 this resulted in a further expense under US GAAP of £9.8 million (2000 £10.7 million). (iii) Specific Identified Intangible Assets Other intangible assets included in, and accounted for as, goodwill under UK GAAP have been reclassified and are amortised over their individually determined estimated useful economic lives. These shorter lives for US GAAP purposes resulted in an additional US GAAP expense in the six months ended 30 June 2001 of £7.1 million (2000 £0.6 million). (iv) Impairment Review The UK GAAP impairment charge has been calculated based on the UK GAAP goodwill balances of Zarak and Net-HOPPER at 30 June 2001. In reconciling to US GAAP this impairment charge has been adjusted to allow for: (i) the different rules regarding the cash flow models used in the impairment review, (ii) the different amortisation periods between UK and US GAAP, (iii) the write off of IPR&D arising on Zarak under US GAAP in the year of acquisition, (iv) the different UK-US GAAP base goodwill amounts arising on acquisition due to the different methods of quantifying purchase consideration and (v) the different base net assets. These factors resulted in a £10.3 million adjustment to increase the impairment charge under US GAAP. (v) Other Purchase Accounting Differences Other differences between UK GAAP and US GAAP relating to contingent consideration, the determination of the cost of investment and the fair values of assets acquired resulted in an adjustment to increase income under US GAAP in the six months ended 30 June 2001 of £0.2 million (2000 £1.7 million). (b) Stock-Based Compensation Under UK GAAP, no compensation expense arises under the Group's various share option plans. However, UK corporate governance recommends the inclusion of performance criteria in UK stock plans and accordingly the UK ESOS plan includes certain performance criteria, which result in variable accounting under US GAAP. In reconciling to US GAAP we have used the intrinsic value basis of calculating compensation expense. In the six months ended 30 June 2001 the movement in our share price since 31 December 2000 resulted in a UK-US GAAP adjustment to increase income under US GAAP in the six months ended 30 June 2001 of £16.9 million (2000 £5.6 million expense). (c) Profit on Disposal The differences between the UK GAAP and US GAAP treatments of goodwill arising on acquisitions prior to 1 January 1998 and goodwill amortisation periods, result in adjustments to profit or losses on disposals of businesses as the determination of the profit or loss on disposal takes into account the unamortised balance of goodwill released. In addition, under US GAAP, the profit or loss on disposal is stated net of any related cumulative currency translation differences. In the six months ended 30 June 2001 these differences resulted in a UK-US GAAP adjustment to the profit/(loss) on disposal calculation of £0.1 million (2000 £9.8 million). (d) Other differences between UK GAAP and US GAAP Further accounting differences relating to taxation, pensions, contingent compensation and vacation accruals were identified. In aggregate for the six months ended 30 June 2001 these adjustments resulted in further expense under US GAAP of £2.3 million (2000 income of £0.3 million).
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