RNS Number:5349J
Senior PLC
6 September 2001



Thursday 6 September 2001

Senior plc

Interim Results for the half-year ended 30 June 2001




HIGHLIGHTS                                                   Half-year to 30
                                                                  June

                                                          2001            2000


Turnover from continuing operations                    #242.6m         #240.7m


Operating profit from continuing operations
            - before exceptional items and goodwill     #20.8m          #27.0m
              amortisation
            - after exceptional items and goodwill      #17.7m          #11.1m
              amortisation


Free cashflow - pre dividends and disposal of            #6.5m          (#5.8m)
businesses


Net borrowings                                         #148.3m         #162.3m


Shareholders' funds                                    #127.9m         #120.1m


Earnings per share based on profit before goodwill
amortisation and disposal of businesses                  3.83p           2.01p


Interim dividend per share                               1.84p           1.84p


*     Aerospace   -     Growth in sales and operating profit. Solid prospects
                        for second half.

*     Automotive  -     North American de-stocking reduced sales and operating
                        profits significantly. Market now stabilised but short
                        term economic climate uncertain.

*     Specialised -     Achieved disposals of Polenz (Germany), Senior Air
      Industrial        Systems (UK) and the Group's 20% holding in Techno Flex
                        (Japan). Trading slowdown seen in North America.


Note to Editors:

Senior is an international manufacturing group with annual sales of nearly #500m
and with operations in 18 countries.

Senior designs, manufactures and markets high technology components and
systems for the principal original equipment producers in the worldwide
aerospace, automotive and specialised industrial markets.

Senior's policy is to enhance shareholder value by improving operating
performance and customer service levels and by developing its market position
in the global aerospace and automotive industries.


For further information please contact:


Senior plc

Graham Menzies, Group Chief Executive                    01923 714702
Mark Rollins, Group Finance Director                     01923 714738

Finsbury Group

James Murgatroyd/Morgan Bone                             020 7251 3801


Internet users will be able to view this announcement, together with other
information about Senior plc, on the web site: www.seniorplc.com

You may receive future Senior plc News Releases by post, fax or e-mail. If you
would like to change from the current method please contact Lisa Johnstone at
Finsbury Group, at the telephone number above, or e-mail your request to her
at Lisa.Johnstone@finsbury.com.


Senior plc

Chairman's Statement

The Group continues its strategy of focusing on the Aerospace and Automotive
markets and reducing net debt through the orderly disposal of operations
within the Specialised Industrial Division. The recovery programme put in
place by Graham Menzies in May 2000, following his appointment as Chief
Executive, is producing positive results, with an important strengthening of
management in the individual businesses and a change in management culture
throughout the Group.

In the six months to 30 June 2001, the Group generated a small improvement in
sales, up from #240.7m in the first half of 2000 to #242.6m this year.
Operating profits from continuing operations after exceptional items and
goodwill amortisation increased by 59% to #17.7m (2000 : #11.1m), largely due
to the absence of exceptional costs. Underlying profits, reflecting the
difficult trading conditions in the US automotive market, were #20.8m against
#27.0m last year.

In the Aerospace Division, the Group continues to improve its market position
and operating results. The emphasis has been on the further integration of the
Division's operations including the formation of a global marketing
organisation which will help drive organic growth.

The Automotive Division management took early action to control costs ahead of
the downturn, in what continues to be a difficult US automotive market, while
pressing ahead with the development of the automotive operations elsewhere.

At the Annual General Meeting in May, Dr Alan Watkins stood down after five
years as Chairman, having served on the Board since 1993. On behalf of the
Company, I thank Dr Watkins for his loyal and industrious leadership of the
Company through a period of major change. I should also like to thank John
Hudson who retired at the same time after ten years of robust and valuable
service as a non-executive director.

I became Chairman on Dr Watkins' retirement, and welcome to the Board Martin
Clark who joined the Group as a non-executive director on 1 February 2001.

The Board has declared an unchanged interim dividend of 1.84p per share which
will be paid on 30 November 2001 to shareholders on the register on 2 November
2001.

Outlook

With the tougher economic conditions, the short term market outlook is
expected to be challenging, but the Board believes that with the vigorous
business improvement and cost reduction programmes Senior is carrying out, it
is well placed to benefit in the near term from its expanding presence in the
Aerospace industry and in the medium term from its market position in the
Automotive industry.


James Kerr-Muir
Chairman
6 September 2001


Senior plc

Chief Executive's Review



Overview

In the six months to 30 June, 2001 management emphasis has been on further
integrating the Group's aerospace operations, by forming a global customer
focused marketing organisation to drive organic growth, and on managing the
North American Automotive operation through a worsening economic climate. The
Group continues to focus on its Aerospace and Automotive businesses and on
reducing its debt with the successful disposal of three Specialised Industrial
operations in the period demonstrating continued progress towards the Group's
strategic objectives.

Financial Results

Sales from continuing operations were up 0.8% to #242.6m (2000 : #240.7m)
reflecting an improved performance from Aerospace offset by a reduction in
Automotive, largely due to customer de-stocking in North America. As a result
of this mix change, operating profits from continuing operations, before
exceptional costs and goodwill amortisation, decreased by 23.0% to #20.8m
(2000 : #27.0m). The results include favourable currency benefits of #11.5m on
sales and #1.4m at operating profit level. The Group's operating margin on
continuing operations decreased to 8.6% (2000 : 11.2%). However, in the
absence of exceptional items (2000 : #12.9m), operating profits from
continuing operations after exceptional items and goodwill amortisation
increased by 59% to #17.7m (2000 : #11.1m).

The Group disposed of three Specialised Industrial operations in the period,
incurring a loss on disposal of discontinued operations of #1.1m (including #
3.5m of goodwill previously written off to reserves) and a #1.7m loss on
disposal of its associated undertaking. The operations disposed of were Polenz
(Germany) in March for a total consideration of #6.1m, Senior Air Systems (UK)
in June for #1.5m and the Group's 20% holding in its associate company, Techno
Flex (Japan), in June for #5.8m. The consideration for Techno Flex was
received on 13 July.

Other than Techno Flex, which was accounted for as an associate company, the
results of the disposed operations, as well as those of Nordklima/KesslerTech,
which was sold in July 2000, have been reported as discontinued  operations:
sales  #7.5m (2000 : #19.6m); operating loss after exceptional items of #0.1m
(2000 : #2.0m loss).

After the losses on disposal, the Group reported a profit before tax of #9.7m
against the #10.6m loss before tax in the first half of 2000. With an
underlying tax charge of 25% of taxable profits (2000 : 26%), underlying
earnings per share (excluding goodwill amortisation and losses on disposal of
businesses but including exceptional costs) is 3.83p, an increase of 91% over
the same period last year (2000 : 2.01p).

Free cash flow (cash flow from operations after net capital expenditure,
interest and tax but before acquisitions, disposals and dividend payments) was
a #6.5m inflow (2000 : #5.8m outflow). Improved operating profits and a #5.6m
reduction in tax paid were responsible for most of the improvement. Net
capital expenditure was #7.1m (2000 : #8.7m).

Cash flow benefited from a net inflow of #6.2m from disposals (2000 : #nil)
such that after paying the prior year's final dividend of #9.3m (2000 : #
9.3m), the overall cash flow was a #3.0m inflow, an improvement of #18.7m over
the same period in 2000 (2000 : #15.7m outflow). With the majority of the
Group's borrowings being denominated in US$, as a match to its US$ assets, the
strengthening US$ resulted in an adverse currency impact of #4.8m (2000 : #
5.8m). The Group's net debt at the period end was #148.3m (June 2000 : #
162.3m; December 2000 : #146.5m). Interest cover on operating profits after
exceptional costs but before goodwill amortisation and losses on disposal of
businesses was 3.9 times (2000 : 2.9 times).

Aerospace

Sales in the Aerospace Division, now representing 42% of the Group's sales
from continuing businesses, increased by 12.9% to #101.6m (2000 : #90.0m). The
Division benefited from the healthy regional jet market and increased volumes
from GE and Rolls-Royce, as well as the translation effect of the
strengthening US$. The Division's operating profit, before exceptional costs
and goodwill amortisation, increased by 6.3% to #10.2m (2000 : #9.6m) after
incurring #0.7m of start up costs associated with the new Mexican Aerospace
facility. This facility is now ramping up to full production levels and its
high quality but low cost manufacturing base offers excellent future
potential.



In addition to commissioning the Mexican facility, the Group announced that it
is to invest in new production facilities at BWT to increase capacity to meet
growing customer demand, and at Ermeto to consolidate its facilities to
improve efficiency and provide capacity for future growth.



The majority of the operations within the Aerospace Division were brought into
the Group by way of acquisition over the past few years and, until recently,
operated on a largely autonomous basis. The individual operations were put
under the single global marketing identity of Senior Aerospace during the
first half of the year with the launch of the new organisation taking place at
the Paris Air Show during June. The new organisation has been well received by
our customers and is expected to contribute significantly to realising the
organic growth potential of the Division.





Automotive



Sales in the Automotive Division declined by 14.0% to #72.9m (2000 : #84.8m).
This was principally due to the performance in North America, where sales were
down 22.7% (#13.3m) as a result of customers reducing inventories of finished
vehicles, and the volume reduction caused by a major US customer's decision,
effective in the second half of 2000, to temporarily remove the AIR tube from
a number of its platforms. Outside North America, sales were up, with the
operation in France producing an increase of 28.2% (#2.4m) as a result of
increasing demand for diesel tube sets for "common rail" applications.



Operating profits for the Division, before exceptional costs and goodwill
amortisation, declined by 46.9% to #7.7m (2000 : #14.5m), primarily as a
result of the significant sales shortfall in the North American operation. In
addition, the sales increase in the French operation did not result in
improved profitability as the business continued to bear the costs of the
introduction of new programmes. This position is expected to improve once the
new Czech facility is in full production in early 2002, when it will
increasingly accommodate the higher labour content programmes currently being
manufactured elsewhere. The Division's existing low cost operations in Brazil,
India and South Africa all improved their operating performances.





Specialised Industrial



Following disposals, sales of the Specialised Industrial Division now
represent 28% of the Group's sales from continuing businesses. On a
comparative basis sales from continuing businesses marginally increased by
3.3% to #68.9m (2000 : #66.7m). Divisional operating profits on continuing
operations, before exceptional costs and goodwill amortisation, were unchanged
at #2.9m as modest improvements in the European operations offset a decline in
North America where the semi-conductor and steel industries are very weak.
Pathway, however, benefited from the strong power generation market and
recorded a much improved result.



Major efforts to improve the performances of these businesses continue, both
to benefit the Group's short-term earnings performance and to enhance their
disposal values. The disposal programme continues, on a company by company
basis.





Future Prospects



Volumes of civil aircraft being manufactured continue at healthy levels,
although there are signs that the rate of growth will ease through 2002,
particularly if the North American economy fails to improve in the near term.
Against this background, Senior's Aerospace operations, with their new global
market approach, are anticipated to gain market share and to improve overall
operating performance. Ketema, representing a quarter of the Division's sales,
is attracting keen customer interest with its new manufacturing operation in
Mexico. The resultant increased sales activity is now translating into an
improving profit performance. Prospects for the Aerospace Division remain
good.



North American automotive production, which suffered significantly from
de-stocking in the first half, now appears to have stabilised at levels
modestly below the prior year although, with the economic outlook remaining
unclear and our business being impacted by two programmes coming to an end,
the outlook for the second half of the year remains challenging. In Europe,
the second half results will be impacted by #0.5m of start up costs in the
Czech Republic. This plant is expected to make a profit contribution next
year. It will also allow the French operation to focus on the higher value
added, and rapidly expanding, "common rail" applications for diesel engines.
Looking further ahead, pressures to enhance the emission, noise and vibration
performance of vehicles will continue to increase and legislation has recently
been introduced to tighten the emission laws in North America from 2004
onwards. Senior's automotive products and technical problem solving
capabilities will enable the Group to take advantage of a number of
significant longer term opportunities in this area.



The performance of the Specialised Industrial Division is expected to continue
to be difficult with any significant future improvement principally dependant
on the timing of the upswing in the semi-conductor and steel markets as well
as the return of better global economic conditions. The future results of the
Division will also be affected by the ongoing disposal activity.



Throughout the Group, efforts continue to improve operational efficiencies and
to enhance the effectiveness of management in the subsidiary operations.



Irrespective of market conditions, management endeavour is focused on finding
ways to grow the business and to improve the quality, performance and value of
the Group.



Graham Menzies
Chief Executive
6 September 2001



Senior plc

Group Profit and Loss Account
for the half-year ended 30 June 2001 (unaudited)


                                   Notes  Half-year   Half-year     Year
                                               June       June      2000
                                               2001       2000

                                               #m          #m         #m
Turnover

Total continuing operations                 242.6       240.7       471.7

Discontinued operations                2      7.5        19.6        33.7


                                       1    250.1       260.3       505.4



       Operating profit before
       exceptional items
       Continuing operations                 20.8        27.0        46.8

       Amortisation of goodwill             (3.1)       (3.0)       (6.1)


       Total continuing operations           17.7        24.0        40.7

       Discontinued operations         2    (0.1)       (1.1)       (1.0)


                                             17.6        22.9        39.7

       Exceptional items

       Reorganisation     - continuing         -        (7.4)       (8.0)
       and rationalisation  operations
       charges
                          - discontinued       -        (0.9)       (1.2)
                            operations
       Other exceptional items                 -        (5.5)       (5.5)


                                       1       -       (13.8)      (14.7)



       Total operating profit

       Continuing operations                 17.7        11.1        27.2

       Discontinued operations         2    (0.1)       (2.0)       (2.2)


                                       1     17.6         9.1        25.0

Share of operating profit in                  0.3         0.6         1.3
associated undertaking

Amortisation of goodwill arising on         (0.1)       (0.1)       (0.3)
associated undertaking

Profit on sale of fixed assets -              0.1         0.1          -
continuing operations

Loss on disposal of discontinued
operations
(including goodwill of #3.5m           3    (1.1)      (15.9)       (15.9)
previously written off to reserves)

Loss on disposal of associated         4    (1.7)          -          -
undertaking - discontinued


Profit/(loss) on ordinary activities before  15.1        (6.2)        10.1
interest and taxation

Other interest receivable and                 0.2          1.1         2.0
similar income

Interest payable and similar charges        (5.6)        (5.5)      (11.3)


Profit/(loss) on ordinary activities          9.7       (10.6)         0.8
before taxation

Tax on profit on ordinary activities   5    (3.9)        (2.2)       (0.5)


Profit/(loss) for the financial               5.8       (12.8)         0.3
period

Dividends                                   (5.6)        (5.6)      (15.0)


Profit/(loss) for the period                  0.2       (18.4)      (14.7)


Earnings/(loss) per share              6

Basic                                        1.90p      (4.17p)     0.07p
Diluted                                      1.89p      (4.17p)     0.07p
Underlying                                   3.83p       2.01p      6.02p



Dividends per share                          1.84p       1.84p      4.88p


Senior plc
Group Balance Sheet
as at 30 June 2001 (unaudited)
                                                   30           30       31 Dec
                                                 June         June
                                                 2001         2000         2000
                                                                            
                                                   #m           #m           #m
Fixed assets

Intangible assets - goodwill                   111.2        114.6        112.2

Tangible assets                                106.1        108.1        106.9

Investments                                      0.2          8.6          8.0

                                               217.5        231.3        227.1

Current assets


Stocks                                          58.7         64.3         60.7

Debtors: amounts falling due after more than     3.5          3.7          3.4
one year

Debtors: amounts falling due within one        105.6        101.3        105.2
year

Cash at bank and in hand                        10.8          6.7         16.4

                                               178.6        176.0        185.7


Creditors: amounts falling due within        (116.4)      (121.5)      (125.5)
one year


Net current assets                              62.2         54.5         60.2

Total assets less current liabilities          279.7        285.8        287.3


Creditors: amounts falling due after more    (150.3)      (163.0)      (162.1)
than one year

Provisions for liabilities and charges         (1.5)        (2.6)        (1.5)


Net assets                                     127.9        120.2        123.7



Capital and  reserves

Called-up share capital                         30.7         30.7         30.7

Share premium                                    3.5          3.5          3.5

Other reserves                                  17.7         17.7         17.7

Profit and loss account                         76.0         68.2         71.7

Equity shareholders' funds                     127.9        120.1        123.6

Minority interests - equity                       -           0.1          0.1

Total capital employed                         127.9        120.2        123.7




Reconciliation of Movements in Shareholders' Funds

for the half-year ended 30 June 2001 (unaudited)


                                        Half-year       Half-year          Year

                                        June 2001       June 2000          2000
                                               #m              #m            #m

At beginning of period                     123.6           135.6         135.6

Profit/(loss) for the financial period       5.8           (12.8)          0.3

Dividends                                   (5.6)           (5.6)        (15.0)

Arising on share issues                        -             0.1           0.1

Goodwill previously written off              3.5               -             -

Currency variations                          0.6             2.8           2.6

At end of period                           127.9           120.1         123.6





Senior plc

Group Cash Flow Statement
for the half-year ended 30 June 2001 (unaudited)


             Notes  Half-year           Half-year                          Year
                    June 2001           June 2000                          2000 
                           #m                  #m                            #m


Net cash      7 a)       16.2                10.6                          50.1
inflow from
operating
activities

Dividend                  0.1                 0.1                           0.2
income from
associated
undertaking

Returns on
investments
and
servicing of
finance

Interest                  0.4                 1.2                           2.7
received

Interest                 (5.3)               (5.6)                        (11.4)
paid


Net cash outflow         (4.9)               (4.4)                         (8.7)
from returns on
investments and
servicing of
finance


Taxation

UK                       (0.3)                  -                             -
corporation
tax paid

Overseas tax              2.6                 (3.3)                        (4.9)
recovered/
(paid)


                          2.3                 (3.3)                        (4.9)



Capital
expenditure
and
financial
investments

Purchase of              (8.0)                (9.5)                       (17.4)
tangible
fixed assets

Sale of                   0.9                  0.8                          0.6
property,
plant and
equipment


Net cash outflow         (7.1)                (8.7)                       (16.8)
from capital
expenditure and
financial
investments


Acquisitions
and
disposals

Purchase of              (0.5)                (0.8)                        (1.0)
subsidiary
undertakings

Sale of                   6.3                    -                         (2.2)
businesses

Net cash                 (0.1)                   -                         (0.6)
disposed on
sale of
businesses


Net cash                  5.7                 (0.8)                        (3.8)
inflow/
(outflow)
from
acquisitions
and
disposals



Dividends                (9.3)                (9.3)                       (15.0)
paid on
ordinary
shares


Net cash                  3.0                (15.8)                         1.1
inflow/
(outflow)
before
financing



Financing

Share issues                -                  0.1                          0.1

New loans     7 b)       33.8                 27.8                         38.9
initiated by
Group

Repayments    7 b)      (41.6)               (14.7)                       (34.7)
of existing
loans


                         (7.8)                13.1                          4.2

(Decrease)/   7 c)       (4.8)                (2.6)                         5.4
increase in
cash in the
period






Group Statement of Total Recognised Gains and Losses

for the half-year ended 30 June 2001 (unaudited)


                                            Half-year    Half-year       Year
                                                 June         June
                                                 2001         2000       2000   
                                                   #m           #m         #m


Profit/(loss) for the financial period           5.8         (12.8)       0.3

Currency translation differences on              0.6          2.8         2.6
overseas assets and goodwill

Total recognised gains and losses                6.4         (10.0)       2.9
relating to the period




There is no material difference between the profits/(losses) as reported and
those profits/(losses) restated on an historical cost basis.





Senior plc



Notes to the Interim Financial Statements

for the half-year ended 30 June 2001 (unaudited)



1.   Segmental information in respect of turnover and operating profit:



a) By class of business


                            Turnover                      Operating profit
                       Half-year Half-year     Year  Half-year Half-year   Year
                       June 2001 June 2000     2000  June 2001 June 2000   2000
                              #m       #m        #m        #m       #m       #m
Aerospace                  101.6     90.0     180.5       8.4      0.5      6.8
Automotive                  72.9     84.8     157.5       7.1     10.6     19.6
Specialised industrial      68.9     66.7     134.6       2.2        -      0.8

Total                      243.4    241.5     472.6      17.7     11.1     27.2

Inter-segment               (0.8)    (0.8)     (0.9)        -        -        -
sales

Total
continuing
operations                 242.6    240.7     471.7      17.7     11.1     27.2

Discontinued
operations                   7.5     19.6      33.7      (0.1)    (2.0)    (2.2)
                           250.1    260.3     505.4      17.6      9.1     25.0




Operating profits shown above are stated after charging #nil (2000 half-year -
#13.8m; 2000 year - #14.7m) of exceptional items and #3.1m (2000 half-year - #
3.0m; 2000 year - #6.1m) of goodwill amortisation. These are attributed to the
segments as follows:


                             Exceptional items         Goodwill amortisation
                       Half-year Half-year     Year  Half-year Half-year   Year
                       June 2001 June 2000     2000  June 2001 June 2000   2000
                              #m       #m        #m        #m         #m     #m
Aerospace                      -      7.4       7.2       1.8        1.7    3.5
Automotive                     -      3.3       3.1       0.6        0.6    1.2
Specialised                    -      2.2       3.2       0.7        0.7    1.4
industrial
Total
continuing
operations                     -     12.9      13.5       3.1        3.0    6.1
Discontinued                   -      0.9       1.2         -          -      -
operations
                               -     13.8      14.7       3.1        3.0    6.1



b) By geographical market


                            Turnover by origin       Operating profit by origin
                       Half-year Half-year     Year  Half-year Half-year   Year
                       June 2001 June 2000     2000  June 2001 June 2000   2000
                              #m       #m        #m        #m       #m       #m
North                      158.0    161.1     313.1      13.2     10.1     24.7
America

United                      40.3     40.4      79.0       3.1      1.4      3.3
Kingdom

Rest of                     38.1     32.4      65.7       0.3     (0.7)    (2.2)
Europe

Rest of                     11.4      9.7      21.2       1.1      0.3      1.4
World

Total                      247.8    243.6     479.0      17.7     11.1     27.2

Inter-segment               (5.2)    (2.9)     (7.3)        -        -        -
sales

Total
continuing
operations                 242.6    240.7     471.7      17.7     11.1     27.2 
   

Discontinued                 7.5     19.6      33.7      (0.1)    (2.0)    (2.2)
operations

                           250.1    260.3     505.4      17.6      9.1     25.0




Operating profits shown above are stated after charging #nil (2000 half-year -
#13.8m; 2000 year - #14.7m) of exceptional items and #3.1m (2000 half-year - 
#3.0m; 2000 year - #6.1m) of goodwill amortisation. These are attributed to the
segments as follows:


                             Exceptional items          Goodwill amortisation
                       Half-year Half-year     Year  Half-year Half-year   Year
                       June 2001 June 2000     2000  June 2001 June 2000   2000
                              #m        #m       #m        #m         #m     #m 
North                          -       9.7      9.1       1.6        1.5    3.0
America

United                         -       2.0      2.4       1.2        1.2    2.4
Kingdom

Rest of                        -       0.9      1.7       0.1        0.1    0.2
Europe

Rest of                        -       0.3      0.3       0.2        0.2    0.5
World

Total
continuing
operations                     -      12.9     13.5       3.1        3.0    6.1

Discontinued
operations                     -       0.9      1.2         -          -      -
                              
                               -      13.8     14.7       3.1        3.0    6.1





c) Total exceptional items


                                        Half-year         Half-year        Year
                                        June 2001         June 2000        2000
                                               #m                #m          #m
Reorganisation and        - continuing         -               7.4         8.0
rationalisation             operations
charges                   - discontinued       -               0.9         1.2
                            operations

Write-off of non contractually guaranteed      -               4.0         4.0
development engineering cost

Strategic review cost                          -               1.5         1.5

                                               -              13.8        14.7





2.   Discontinued operations reflect the turnover and operating results of
Polenz GmbH, sold in March 2001, of the Senior Air Systems business, sold in
June 2001 and of Nordklima Luft-und-Warmetechnik GmbH, sold in July 2000.



3.   The loss on disposal of discontinued operations of #1.1m relates to the
disposal of Polenz GmbH in March 2001 and of the Senior Air Systems business
in June 2001. The 2000 loss on disposal of discontinued operations of #15.9m
relates to the disposal of Nordklima Luft-und-Warmetechnik GmbH in July 2000
and to adjustments to the losses previously reported on the disposal of the
Precision Tube companies and Thermal Engineering Division in 1999 and 1997,
respectively.



4.   The loss on disposal of associated undertaking of #1.7m relates to the
disposal of the Group's total investment in associated undertaking, a 20%
shareholding in Techno Flex Company Limited, in June 2001.



5.   Tax on profit on ordinary activities for the half-year to 30 June 2001
has been charged at 25.0% on profit before amortisation of goodwill and losses
on disposal of discontinued operations, being the estimated rate applicable
for the year ended 31 December 2001 (2000 half-year - 26.0%; 2000 year -
20.0%), and includes #3.9m in respect of overseas taxation (2000 half-year - #
2.2m; 2000 year - #0.2m, net of a #4.1m credit arising in respect of
exceptional items).



6.   The calculations of basic earnings per share and underlying earnings per
share are shown below and have been based on the weighted average number of
ordinary shares in issue and ranking for dividend during the period.



Diluted earnings per share is calculated by adjusting the weighted average
number of ordinary shares in issue on the assumption of conversion of all
dilutive potential ordinary shares. The Group has only one category of
dilutive potential ordinary shares, being those share options granted where
the exercise price is less than the average price of the Company's ordinary
shares during the period.



The provision of an underlying earnings per share has been included to
identify the performance of operations before amortisation of goodwill, profit
on sale of fixed assets and losses on disposal of discontinued operations and
associated undertaking.


                            Earnings per share                 Earnings
                       Half-year Half-year     Year  Half-year Half-year   Year
                       June 2001 June 2000     2000  June 2001 June 2000   2000 
                               p         p        p         #m        #m     #m
Basic profit/(loss) on
ordinary activities
after taxation              1.90     (4.17)    0.07        5.8     (12.8)   0.3

Adjust:
Amortisation of             1.01      0.98     1.99        3.1       3.0    6.1
goodwill

Amortisation of
goodwill arising
on associated               0.04      0.04     0.09        0.1       0.1    0.3 
undertaking 
                                           
Profit on sale of          (0.05)    (0.02)       -       (0.1)     (0.1)     -
fixed assets

Loss on disposal
of discontinued
operations                  0.38      5.18     5.19        1.1      15.9   15.9

Loss on disposal
of associated
undertaking                 0.55         -        -        1.7         -      -

Taxation
attributable to
above                          -         -    (1.32)         -         -   (4.1)
adjustments

Underlying                  3.83      2.01     6.02       11.7       6.1   18.5
earnings

Weighted average number of
shares

      - basic                                           306.5m    306.4m  306.4m
      - diluted                                         307.6m    306.4m  306.8m
      - underlying                                      306.5m    306.4m  306.4m
  
Earnings/(loss)
per share

      - basic                                            1.90p    (4.17p) 0.07p
      - diluted                                          1.89p    (4.17p) 0.07p
      - underlying                                       3.83p     2.01p  6.02p
  

7.   Group Cash Flow Statement



a) Reconciliation of operating profit to net cash inflow from operating
activities


                                      Half-year          Half-year        Year
                                           June               June        2000
                                           2001               2000
                                             #m                 #m          #m
Group operating profit                     17.6                9.1        25.0
Depreciation of tangible                    9.5                8.9        18.3
fixed assets
Amortisation of goodwill                    3.1                3.0         6.1
(Increase)/decrease in                    (14.0)             (10.4)        0.7
working capital
Net cash inflow from                       16.2               10.6        50.1
operating activities





b) New loans initiated by Group include new draw downs under the existing
revolving credit facility. Likewise, repayments of existing loans include the
repayment of amounts previously drawn down under the same facility.



c) Analysis of net debt




                              At 31       Cashflow       Exchange         At 30
                                Dec                                        June
                               2000                      movement          2001
                                 #m             #m             #m            #m

Cash                          16.4           (5.5)          (0.1)         10.8
Overdrafts                    (2.8)           0.7              -          (2.1)
                              13.6           (4.8)          (0.1)          8.7
Debt due within one           (3.5)          (8.7)             -         (12.2)
year
Debt due after one          (156.2)          16.4           (4.7)       (144.5)
year
Finance leases                (0.4)           0.1              -          (0.3)
Total                       (146.5)           3.0           (4.8)       (148.3)





8.   These Interim Financial Statements, which were approved by the Board of
Directors on 6 September 2001, have been prepared in accordance with the
accounting policies set out in the Group's 2000 Annual Accounts and, in
addition, reflect the adoption of Financial Reporting Standard No 18 "
Accounting Policies", the effect of which has been immaterial on the results
of both the current and prior periods.



These Interim Financial Statements have neither been audited nor reviewed by
the Auditors.



9.     The financial information for the year ended 31 December 2000 has been
extracted from the statutory accounts which have been filed with the Registrar
of Companies. The Auditor's report on these accounts was unqualified and did
not contain any statement under Section 237 (2) or (3) of the Companies Act
1985.

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