Final Results

Spirax-Sarco Engineering PLC 14 March 2005 Spirax-Sarco Engineering plc Charlton House Cheltenham Glos. GL53 8ER News Release Telephone: 01242 521361 Fax: 01242 581470 www.SpiraxSarcoEngineering.com Monday 14th March 2005, 7.00 a.m. 2004 PRELIMINARY ANNOUNCEMENT HIGHLIGHTS Year to 31st December 2004 2003 Change Turnover Â£325.8m Â£314.1m +3.7% Operating profit * Â£51.1m Â£45.8m +11.7% Operating profit margin * 15.7% 14.6% Profit before taxation * Â£50.8m Â£44.6m +14.1% Operating cash inflow Â£63.2m Â£53.4m +18.3% Earnings per share 43.4p 38.5p +12.7% Dividends per share 21.4p 20.1p +6.5% * after deducting goodwill amortisation of Â£0.7m (2003: Â£0.7m) â€¢ Robust organic sales growth of 8% â€¢ Strong performance in Asia and Americas â€¢ Pre-tax profit growth of 14%, despite adverse exchange movements â€¢ Trading margin improved to 15.7% â€¢ Good cash flow â€¢ Increase of 7% in final dividend to 15.1p Tim Fortune, Chairman, commenting on prospects said:- 'The 2005 world economic outlook appears positive, although there are few signs of any significant improvements in Continental Europe or the UK. The Asian economies remain strong; the Americas have also started well in 2005 but there must be doubts about sustainability. Given the underlying strengths of the Group's business and its global coverage, and assuming no economic shocks or major adverse exchange movements, we expect further growth in 2005.' Enquiries: Tim Fortune - Chairman Marcus Steel - Chief Executive David Meredith - Director Finance Tel: 020 7638 9571 at Citigate Dewe Rogerson until 6.00 p.m. SPIRAX-SARCO ENGINEERING plc PRELIMINARY RESULTS SUMMARY The Chairman, Tim Fortune, says: 'I am pleased to report a robust performance in 2004 despite exchange rates again moving against us. Group turnover increased by 4% to Â£326 million, which included an adverse exchange movement of 4%, so the underlying organic growth was 8%, spread widely across the globe but with the major increases coming from the Americas, Asia and Australasia. This good result arose from our continuing to focus the Group's resources on growing our steam specialty and peristaltic pumping businesses in a mixed but mainly positive trading environment. The Group operating profit increased by 12% to a record Â£51.1 million, the increase benefiting from the non-repeat of the factory closure costs in 2003 of Â£1.5 million. The effect of exchange rate movements was to reduce the 2004 profit by Â£3.75 million, so we achieved a strong underlying like for like profit increase. The operating profit margin rose again to 15.7% compared with 14.6% in 2003.' The Chief Executive, Marcus Steel, reports: 'TRADING The second half of 2004 continued the good growth experienced in the first half. The market background against which we have been operating has, for the most part, been positive. The North American economies were buoyant despite pre-election caution in the USA, and the South American markets followed suit. The Continental European markets were, by contrast, generally weak, being negatively affected by the major economies of France, Germany and Italy, although there were some bright spots elsewhere. The UK continued to be a dull market with the manufacturing base weakening and little sign of any change for the better, other than from continued government spending, particularly on the National Health Service. The Asian economies mostly continued their strong growth, with China still growing fast despite the government's measures to take the heat out of the economy. Exchange rates have again moved against sterling based businesses such as Spirax with over 80% of turnover and operating profits earned outside the UK. Our manufacturing base is well spread across the world but, despite this, the transaction impact and the translation impact together reduced operating profit by Â£3.75 million; the adverse translation effect on sales was Â£13 million (4%). This came from the roughly 10% devaluation in 2004 of the US dollar and related weakness in the South American and some Asian currencies. Also, sterling was slightly stronger against the euro. Turnover increased to Â£326 million from Â£314 million in 2003, an increase of 4% (organic growth of 8% at constant exchange rates). This was a robust underlying performance in which we gained market share. The organic growth in sales was achieved in all geographic regions but the main gains were in Asia and the Americas, which is a continuation of the trends from 2003. We continued the gradual increase in the number of sales and service engineers. The programme of product developments also enhanced the offering to customers as well as challenging our competitors. The Group's operating profit increased by 12% in 2004 from Â£45.8 million in 2003 to Â£51.1 million, a record figure. The 2003 operating profit included a charge of Â£1.5 million for the closure of a small factory in Spain; on the other hand, the 2004 operating profit is reached after taking the Â£3.75 million adverse exchange movement effect which is mentioned above. So, the underlying operating profit increase was 16%. This came partly from the sales increases (in the Americas, Asia and, to a lesser extent, in Continental Europe and the UK) and partly from active cost control, including raw material resourcing which counteracted the steel price increases that came through in 2004. We also improved productivity in the Group as a whole. The operating profit margin increased from 14.6% in 2003 to 15.7% in 2004, a stronger increase than in the previous two years. In October 2004, we completed the acquisition of Eirdata Environmental Services for an initial consideration of â‚¬1.2 million. This is a small company based in the Republic of Ireland providing system and utility auditing and servicing for the pharmaceutical industry and which will boost our steam system service presence in both the Republic of Ireland and the UK. UNITED KINGDOM Turnover in the UK domestic market grew by 2% in 2004 to Â£39.9 million. The UK industrial and commercial steam using and pumping markets remained weak, with some customers closing or consolidating plants. Our sales teams focused on areas of opportunity such as OEMs, turnkey projects, steam system management, prefabricated units and silicone tubing. Demand on the UK factories, which are suppliers to our sales companies worldwide as well as to the domestic market, was constrained as a result of our stock reduction activities in the steam business, but was well ahead in Watson-Marlow as a result of the good demand for the new pump range and expanding tubing sales. Operating profits in the UK were Â£8.7 million, up 9% on 2003. CONTINENTAL EUROPE Sales to third party customers in Continental Europe increased by 3% from Â£117.4 million in 2003 to Â£121.2 million in 2004; at constant exchange rates the increase was 5%, which was achieved in spite of the subdued state of the major continental markets. The major economies are not showing consistent signs of returning to growth and probably will not do so until the restrictive regulatory systems impacting on business are reduced. In these difficult conditions, our sales teams did well to increase demand through focused sales management, concentrating on the Group-wide sales initiatives and local actions such as targeting the OEM, oil and petrochemicals, and pulp and paper markets. The sales growth in Continental Europe was relatively widely spread. In Germany, despite the difficult conditions, the Spirax Sarco business gained market share. Norway and Sweden grew strongly, particularly through heat exchanger sales. We also made gains in Denmark, Poland, Portugal and Switzerland. Hygromatik, M&M and Bredel in Europe all did well although the Spirax Sarco Italian sales were flat and French sales were only slightly up, a creditable position in lacklustre markets. The main reductions were in the Czech Republic, where the sales were good but below an exceptional pre-EU accession year in 2003, and in Spain and Finland where the markets were difficult and sales were down. The factories in France and the Netherlands saw good demand, particularly from Asia and the Americas, and increased their profits. Operating profits in Continental Europe were Â£18.9 million in 2004 which represents an increase of 15% on 2003. The 2003 figure included the Â£1.5 million charge for closure costs of the small Spanish factory; the profit increase excluding this charge would have been 5%, and, at constant exchange rates, would have been 8%. The operating profit margin improved to 12.6% from 11.2% in 2003. ASIA, AUSTRALASIA AND AFRICA The economies in Asia and Australasia continued their recent growth record and trading conditions through 2004 were positive despite the high oil price and the Chinese government's measures to slow the economy down. Our sales companies achieved good sales and profits growth based on both the market activity and our own sales development actions. Third party sales were Â£80.2 million, up from Â£73.3 million in 2003, an increase of 9%. The weakness of the Asian currencies has undermined the sterling results from this part of the world and the sales at constant exchange were ahead by 15%. The growth in sales was broadly spread across the region, with China and India producing the biggest increases, and Japan also growing well, which was the result of strategic actions taken by the management team. Korean sales were ahead as a result of successes with sales initiatives and some good project wins. Elsewhere, there were good sales increases in Australia, New Zealand, Taiwan and UK exports, particularly to the Middle East. Operating profit for the region was Â£12.2 million, which compares with Â£11.0 million last year, an increase of 11%. The effect of the adverse exchange rate movements (both transaction and translation) significantly reduced the sterling value of the profit, which at constant exchange would have given an increase of 23% over 2003, a strong result. The operating profit margin in 2004 was 16.7%, more or less unchanged from 2003, the benefit of the extra volumes having been largely offset by the adverse effect of exchange rate movements on the gross margin. AMERICAS Turnover in the Americas increased in 2004 over 2003 by 10% at constant currency, a good increase, which was, however, almost totally eliminated by the weakness of the US dollar and the other Americas currencies, so the sterling result does not reflect the hard work and success of our companies in the year. All the markets in the Americas were busy, although there are some concerns, particularly in Latin America, that the current levels of activity might not be sustained. Our businesses in the USA both performed well. The Spirax Sarco company built up sales in steam system services, prefabricated units and exports to Latin America, and like for like profits were well ahead. The Watson-Marlow Bredel business produced solid underlying growth, and some good OEM and project orders partially compensated for the large project orders received in 2003; the profit was adversely affected by the weak dollar. Canada produced a very good result and our Mexican joint venture improved sales and profits following the management changes. The operating profit for the Americas was Â£11.3 million, up 9% from Â£10.3 million in 2003 despite a significant exchange hit. The operating profit margin improved to 12.8% in 2004 from 11.7%, the increased sales and overhead controls more than compensating for the exchange hit on the gross margin. INTEREST, TAX AND DIVIDENDS Continuing good cash flow eliminated net debt during the year and reduced the net interest charge to Â£0.3 million in 2004 from Â£1.2 million in 2003. The Group's pre-tax profit rose to Â£50.8 million, as against Â£44.6 million the previous year; an increase of 14%. Amortisation of goodwill was Â£0.7 million (2003: Â£0.7 million). The tax charge at 34% was similar to the charge in 2003 and represents the expected normal rate. Minority interests were 44% ahead of 2003 as a result of strong results in India in particular and Mexico. Earnings per share rose by 13% to 43.4p from 38.5p. The Board is recommending a final dividend of 15.1p, which, with the interim dividend of 6.3p per share, gives a total for the year of 21.4p, an increase of 6.5%. The cost of the interim and final dividends is Â£16.1 million, which is covered 2.0 times by earnings. No scrip alternative to the cash dividend is being offered. BALANCE SHEET AND CASH FLOW We finished 2004 with capital employed (net assets excluding net cash/debt and goodwill) of Â£167 million, which was virtually unchanged from a year earlier despite the 8% underlying increase in business levels. Total working capital continued to be closely controlled, in particular stock values were marginally lower representing a good improvement compared with the increased sales which were reflected in higher debtors. There was only a small increase in net fixed assets. The overall return on capital employed improved again from 28% to 31% during the year, reflecting the increased operating profit and broadly unchanged capital employed, a pleasing outcome for the year. Cash flow for the year was also good. The cash inflow from operating activities rose to Â£63.2 million (2003: Â£53.4 million). Net capital expenditure increased to Â£14.1 million (2003: Â£11.9 million) and taxation payments were higher, reflecting the profit increase. There was a small outflow of Â£0.8 million in respect of acquisitions. During the year, the opening net debt of Â£14.4 million was eliminated due to the good trading cash flows and we finished 2004 with a small net cash balance of Â£2.9 million. International Financial Reporting Standards will apply for 2005, with comparative figures for 2004 restated onto the new basis. We have been working to prepare for these changes and we are well on target to meet the required timetable. The adoption of IFRS will have some impact on the presentation of the primary financial statements but does not change the economics, risk profile or cash flows of the business. The main areas affected will be share-based payments, pensions, goodwill, R&D and consolidation of subsidiaries (which affects the presentation of our minority investments in Mexico and India). CHAIRMAN'S RETIREMENT Finally, in the Chairman's statement, Tim Fortune confirms that he will be retiring from the Board on 12th May after 27 years with the Group. Tim started as Production Director in the Cheltenham operating company. In 1983 he joined the main Board as Group Manufacturing Director, he became Chief Executive in 1992 and then Chairman in 1998. Throughout this time with Spirax, Tim's hallmark has been his energetic and enthusiastic questioning of everything, allied to a constant quest for improvement. He has nurtured the Group's vision and clarity of purpose. Under his stewardship the Group has made great strides and we thank him for the good shape in which he leaves Spirax.' The Chairman comments as follows: 'As previously announced, Chris Ball and I will be retiring from the Board on 29th April and 12th May respectively. Chris has been with Spirax Sarco virtually all his working life. He is a natural salesman and motivator and, after starting work in the UK Sales company, has worked in Kenya, Korea, Japan, Australia and Canada before returning to the UK to take up his Board position in 1992. He has given unstintingly of his time and enthusiasm and he has been a significant contributor to the Group's success over these many years, and I thank him on behalf of the Board and shareholders for his achievements which have benefited the company so much. We will be pleased to welcome Tony Scrivin as an executive director and Gareth Bullock as a non-executive director to the Board on 2nd May. Tony has worked at Spirax since 1963 and has wide experience in most areas of the business, both sales and manufacturing, including running Spirax Sarco Inc. in the USA. Gareth is a director of Standard Chartered Bank and will bring a wealth of experience not only of financial matters generally but also specifically of Asia and Africa. During my time with the Group, with the help of my colleagues, we have built on the foundations laid down by our predecessors a flourishing business with clear strategies for the future. At the conclusion of the AGM on the 12th May, I will be handing over the Chairmanship of the Board to Mike Townsend. Mike understands the business well and in his care I am confident the Group will continue to prosper. Bill Whiteley will replace Mike Townsend as Senior Independent Director and will chair the Remuneration and Audit Committees. The robust 2004 trading performance was based on our sales and marketing philosophy of providing excellent knowledge, service, products and support to customers wherever they are. This requires well trained and enthusiastic people right through the organisation, and I would like to record my personal thanks and the thanks of the whole Board for the hard work and dedication of all our people who make the Group the high quality business that it is. PROSPECTS The 2005 world economic outlook appears positive, although there are few signs of any significant improvements in Continental Europe or the UK. The Asian economies remain strong; the Americas have also started well in 2005 but there must be doubts about sustainability. Given the underlying strengths of the Group's business and its global coverage, and assuming no economic shocks or major adverse exchange movements, we expect further growth in 2005.' The audited trading results for the Group for the year ended 31st December 2004 (together with the comparative figures for 2003) are set out below:- SPIRAX-SARCO ENGINEERING PLC Group Profit and Loss Account for the year ended 31st December 2004 2004 2003 Â£'000 Â£'000 Turnover 325,833 314,087 Operating costs (274,733) (268,337) Operating profit 51,100 45,750 Net interest payable (264) (1,186) Profit on ordinary activities before taxation 50,836 44,564 Taxation on profit on ordinary activities (17,154) (15,138) Profit on ordinary activities after taxation 33,682 29,426 Minority interests - equity (1,135) (788) Profit for the financial year attributable to shareholders 32,547 28,638 Dividends (16,102) (15,028) Retained profit for the financial year 16,445 13,610 Earnings per share (basic) 43.4p 38.5p Earnings per share (diluted) 43.0p 38.2p Dividends per share - Interim 6.3p 6.0p - Final 15.1p 14.1p - Total 21.4p 20.1p SPIRAX-SARCO ENGINEERING plc Group Balance Sheet at 31st December 2004 2004 2003 Â£'000 Â£'000 Fixed assets Intangible assets 11,713 11,123 Tangible assets 89,094 88,089 100,807 99,212 Current assets Stocks 59,756 60,695 Debtors 100,576 90,515 Cash deposits and short term investments 45,500 38,197 Cash at bank and in hand 4,886 4,977 210,718 194,384 Creditors Amounts falling due within one year (75,948) (86,727) Net current assets 134,770 107,657 Total assets less current liabilities 235,577 206,869 Creditors Amounts falling due after more than one year (34,657) (25,376) Provisions for liabilities and charges (18,907) (17,677) Net assets 182,013 163,816 Capital and reserves Called up share capital 18,800 18,690 Share premium account 38,024 35,996 Revaluation reserve 4,307 4,350 Capital redemption reserve 1,832 1,832 Profit and loss account 115,078 99,782 Shareholders' funds - equity 178,041 160,650 Minority interests - equity 3,972 3,166 182,013 163,816 SPIRAX-SARCO ENGINEERING plc Group Cash Flow Statement for the year ended 31st December 2004 2004 2003 Â£'000 Â£'000 RECONCILIATION OF OPERATING PROFIT TO OPERATING CASH FLOW Operating profit 51,100 45,750 Depreciation and amortisation charges 13,302 13,824 Decrease in stocks 342 (2,558) Increase in debtors (9,094) (1,677) Increase in creditors and provisions 7,562 (1,913) Cash inflow from operating activities 63,212 53,426 GROUP CASH FLOW STATEMENT Cash inflow from operating activities 63,212 53,426 Returns on investments and servicing of finance (694) (1,493) Taxation (16,780) (16,269) Capital expenditure (14,134) (11,912) Acquisitions and disposals (803) (1,909) Equity dividends paid (15,289) (14,517) Cash inflow before use of liquid resources & financing 15,512 7,326 Management of liquid resources (7,745) (6,012) 7,767 1,314 Financing - Issue of ordinary share capital 2,138 1,731 - Decrease in debt (2,677) (8,759) (539) (7,028) Increase in cash in the period 7,228 (5,714) RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET CASH Increase in cash in the period 7,228 (5,714) Cash outflow from decrease in debt 2,677 8,759 Cash outflow from increase in liquid resources 7,745 6,012 Decrease in net debt resulting from cash flows 17,650 9,057 Translation difference (420) (748) Decrease in net debt in the period 17,230 8,309 Net debt at 1st January (14,357) (22,666) Net cash/(debt) at 31st December 2,873 (14,357) SPIRAX-SARCO ENGINEERING plc Group Statement of Total Recognised Gains and Losses for the year ended 31st December 2004 2004 2003 Â£'000 Â£'000 Profit for the financial year attributable to shareholders 32,547 28,638 Currency translation differences on foreign currency net investments (1,192) (1,022) Total recognised gains and losses relating to the year 31,355 27,616 SPIRAX-SARCO ENGINEERING plc Group Reconciliation of Movement in Shareholders' Funds for the year ended 31st December 2004 2004 2003 Â£'000 Â£'000 Shareholders' funds at 1st January 160,650 146,331 Profit for the financial year 32,547 28,638 Dividends (16,102) (15,028) Net proceeds of issue of shares 2,138 1,731 Currency translation differences (1,192) (1,022) Shareholders' funds at 31st December 178,041 160,650 Notes: 1. Foreign currency assets and liabilities are translated into sterling at rates of exchange ruling at 31st December. Trading results of overseas subsidiary undertakings have been translated into sterling at average rates of exchange ruling during the year. 2. The analysis of turnover by reference to the geographical location of customers is as follows:- 2004 2003 % % change Â£'000 Â£'000 change at constant exchange rates United Kingdom 39,922 39,215 +1.8 +1.8 Continental Europe 121,164 117,390 +3.2 +4.8 The Americas 84,568 84,207 +0.4 +10.4 Asia, Australasia and Africa 80,179 73,275 +9.4 +14.7 325,833 314,087 +3.7 +8.1 and by reference to the geographical location of the Group's operations is as follows:- 2004 2003 % % change Â£'000 Â£'000 change at constant exchange rates United Kingdom 97,419 92,370 +5.5 +5.5 Continental Europe 149,334 146,408 +2.0 +3.6 The Americas 88,578 87,962 +0.7 +10.8 Asia, Australasia and Africa 73,161 67,145 +9.0 +14.9 408,492 393,885 +3.7 +7.5 Intra-group sales (82,659) (79,798) +3.6 +4.9 Sales to third parties 325,833 314,087 +3.7 +8.1 3. Operating profit, analysed by reference to the geographical location of the Group's operations, is as follows:- 2004 2003 % * % change Â£'000 Â£'000 change at constant exchange rates United Kingdom 8,732 8,021 +8.9 +4.8 Continental Europe 18,866 16,439 +14.8 +17.7 The Americas 11,301 10,335 +9.3 +32.2 Asia, Australasia and Africa 12,201 10,955 +11.4 +22.6 51,100 45,750 +11.7 +19.9 * The percentage change at constant exchange rates in respect of the operating profit also includes an estimate of the transaction effect. 4. Net interest payable:- 2004 2003 Â£'000 Â£'000 Interest payable: Bank loans and overdrafts 1,461 1,653 Other loans 387 644 1,848 2,297 Interest receivable (1,584) (1,111) 264 1,186 5. Taxation:- 2004 2003 Â£'000 Â£'000 Analysis of charge in period UK corporation tax Current tax on income for the period 12,164 10,152 Adjustments in respect of prior periods (148) (137) 12,016 10,015 Double taxation relief (8,851) (7,393) 3,165 2,622 Foreign tax Current tax on income for the period 13,680 12,810 Adjustments in respect of prior periods 62 (360) 13,742 12,450 Total current tax charge 16,907 15,072 Deferred tax 247 66 Tax on profit on ordinary activities 17,154 15,138 6. The calculation of earnings per share (basic) is based on earnings of Â£32,547,000 (2003: Â£28,638,000) as shown in the Group profit and loss account, divided by the weighted average number of shares in issue during the year of 74,931,130 (2003: 74,432,975). The calculation of earnings per share (diluted) is based on the earnings shown above and the weighted average number of shares in issue diluted by 781,558 (2003: 521,701) to 75,712,688 (2003: 74,954,676). The dilution is in respect of unexercised share options. 7. If approved at the annual general meeting on 12th May 2005, the final dividend will be paid on 23rd May 2005 to shareholders on the register at 22nd April 2005. No scrip alternative to the cash dividend is being offered. 8. The analysis of net assets by reference to the geographical location of the Group's operations is as follows:- 2004 2003 Â£'000 Â£'000 United Kingdom 44,983 47,575 Continental Europe 60,698 60,901 The Americas 36,452 35,868 Asia, Australasia and Africa 41,893 38,806 184,026 183,150 Cash at bank and in hand (4,886) (4,977) 179,140 178,173 Net debt 2,873 (14,357) Net assets 182,013 163,816 9. Analysis of changes in net debt. 1st Jan Cash Exchange 31st Dec 2004 Flow movement 2004 Â£'000 Â£'000 Â£'000 Â£'000 Cash in hand and at bank 4,977 (116) 25 4,886 Overdrafts (12,602) 7,344 387 (4,871) 7,228 Debt due within a year (19,714) 11,857 58 (7,799) Debt due beyond a year (23,986) (9,527) (456) (33,969) Finance leases (1,229) 347 8 (874) 2,677 Current asset investments 38,197 7,745 (442) 45,500 Total (14,357) 17,650 (420) 2,873 10. Financial Reporting Standard 17 - Retirement Benefits Whilst the Group continues to account for pension costs in accordance with Statement of Standard Accounting Practice 24 - Accounting for Pension Costs, under FRS17 - Retirement Benefits the following transitional disclosures are also given: The actuarial valuations of the Group's principal defined benefit schemes were carried out at various dates between 31st December 2001 and 31st December 2004. The results produced at earlier valuation dates were updated to the 31st December 2004 by independent qualified actuaries. Overseas UK pensions Total pensions & medical Â£'000 Â£'000 Â£'000 Total market value of schemes' assets 124,000 14,100 138,100 Present value of the schemes' liabilities (148,500) (26,400) (174,900) Deficit in the schemes (24,500) (12,300) (36,800) Related deferred tax asset 7,400 2,000 9,400 Net pension liability 2004 (17,100) (10,300) (27,400) Net pension liability 2003 (20,500) (10,600) (31,100) If the above amounts had been recognised in the accounts, the Group's net assets and profit and loss account reserve at 31st December 2004 would be as follows:- Total Total 2004 2003 Â£'000 Â£'000 Net assets 182,013 163,816 Unprovided pension liability * (27,400) (29,900) Adjusted net assets including pension liability 154,613 133,916 Profit and loss account reserve 115,078 99,782 Unprovided pension liability * (27,400) (29,900) Adjusted profit and loss account reserve 87,678 69,882 * The net pension liability of Â£27,400,000 (2003: Â£31,100,000) calculated in accordance with FRS17 compares with the net pension provision currently recorded of Â£nil (2003: Â£1,200,000). 11. The financial information set out above does not constitute the company's statutory accounts for the years ended 31st December 2004 or 2003 but is derived from those accounts. Statutory accounts for 2003 have been delivered to the registrar of companies, and those for 2004 will be delivered following the company's annual general meeting. The auditors have reported on those accounts, their reports were unqualified and did not contain statements under section 237 (2) or (3) of the Companies Act 1985. This information is provided by RNS The company news service from the London Stock Exchange

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