RNS Number:5006A
Senior PLC
15 March 2001
Thursday 15 March 2001
Senior plc
Preliminary Results for the year ended 31 December 2000
HIGHLIGHTS
* Turnover from continuing operations up 8.6% to #505.4m (1999: #
465.2m).
* Operating profit from continuing operations before goodwill and
exceptional items up 17.1% to #45.8m (1999: #39.1m).
* Free cash flow much improved at #19.7m inflow (1999: #9.7m outflow).
* Underlying earnings per share, after exceptionals, of 6.02p (1999:
6.03p).
* Final dividend maintained at 3.04p making 4.88p for the year (1999:
4.88p).
* Strategic review completed and new recovery strategy established:
- New executive team appointed.
- Ongoing central cost base reduced to half of 1999 levels.
- Group resources focused upon Aerospace and Automotive Divisions.
- Specialised Industrial disposal programme ongoing on a company
by company basis.
Commenting on the results, Dr Alan Watkins, Chairman of Senior plc said:
"A much improved result with operating profit up 17.1% and free cash flow of #
19.7m. The actions taken in 2000 to renew the executive team, reduce costs and
focus the Group's resources on aerospace and automotive have put Senior in a
much stronger position to deal with the opportunities and challenges of 2001."
For further information please contact:
Senior plc on 15 March 2001 020 7251 3801
thereafter
Dr Alan Watkins, Chairman 01923 714702
Graham Menzies, Group Chief Executive 01923 714702
Mark Rollins, Group Finance Director 01923 714738
Finsbury Limited 020 7251 3801
James Murgatroyd / Morgan Bone
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Finsbury Limited, at the telephone number above, or e-mail your request to her
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Note to the Editors:
Senior is an international manufacturing group with annual sales of around #
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 positions
in aerospace and automotive.
Senior plc
Preliminary Results for the year ended 31 December 2000
CHAIRMAN'S STATEMENT
Overview
The year was one of major re-assessment and significant change for Senior.
Following the disappointments of 1999 a strategic review was completed,
resulting in the decision to concentrate the Group's resources on the
Automotive and Aerospace operations. A new executive team was appointed and
much action taken to reduce operational costs both at corporate and subsidiary
level and to resolve a number of outstanding commercial issues.
The result has been a significant improvement in underlying operating
performance and a much lower cost base with which to face the future.
Financial Highlights
Sales from continuing operations were up 8.6% at #505.4m (1999: #465.2m) and
operating profits, before exceptional costs and goodwill amortisation,
increased by 17.1% to #45.8m (1999: #39.1m).
Following the completion of the strategic review and the implementation of the
recovery strategy, the Board undertook a detailed appraisal of all its
businesses and an in-depth review of the carrying value of assets and
liabilities on its balance sheet. As a result of the implementation of the
recovery strategy, and the disposal of a loss-making subsidiary, the Group
incurred #14.7m of exceptional costs and #15.9m of losses on disposal of
operations. These are discussed in detail in the Finance Director's Review.
After these one-off costs, the Group reported a profit before tax of #0.8m
(1999: loss of #26.8m). With an underlying tax charge at 20.0% of taxable
profits, the underlying earnings per share (excluding goodwill amortisation
and losses on disposal of businesses but including exceptional costs) is 6.02p
(1999: 6.03p). The Board is recommending an unchanged final dividend of 3.04p
per share, making 4.88p for the full year, which will be paid on 4 June 2001
to shareholders on the register at 4 May 2001.
Free Cash Flow (cash flow from operations after net capital expenditure,
interest and tax) was much improved at #19.7m inflow (1999: #9.7m outflow).
Net capital expenditure at #16.8m was marginally below depreciation and
significantly lower than in 1999 (#30.7m), reflecting the well invested nature
of the Group and tighter control over fixed asset investment.
An overall cash inflow of #1.2m (1999: #60.9m outflow) was outweighed by an
adverse currency impact of #6.9m (1999: #1.3m) causing an increase in net debt
to #146.5m at the period end (31 December 1999: #140.8m). This level of debt
represents gearing of 118% (31 December 1999: 104%) with interest cover at 5.1
times (1999: 7.3 times).
Operations
Aerospace sales rose 22.9% to #180.5m (1999: #146.9m) primarily reflecting a
full year contribution from the three businesses purchased from Cork
Industries in September 1999. These businesses, benefiting from the buoyant
regional jet market, and a strong performance from Metal Bellows helped
increase operating profit before exceptional costs and goodwill amortisation
by 40.0% to #17.5m (1999: #12.5m). Prospects are good for continued growth in
2001.
Automotive sales at #157.5m (1999: #155.6m) were relatively flat with the
sales reduction in North America (largely due to the decision of a major
customer to temporarily remove the AIR tube from a number of their platforms)
being offset by good sales growth elsewhere. The change in sales mix resulted
in operating profits before exceptional costs and goodwill amortisation
reducing to #23.9m (1999: #26.2m). Prospects for 2001 are mixed with the Group
well positioned in the rapidly growing European diesel engine market but
exposed to a downturn in the North American automotive industry.
A full year contribution from the Pathway acquisition, completed in August
1999, offset by the disposal of Nordklima/KesslerTech in July 2000 was the
main reason behind the 3.0% increase in Specialised Industrial sales to #
168.3m (1999: #163.4m). Strong performances in North America, including a
modest contribution from Pathway, increased the Specialised Industrial
Division's operating profits before exceptional costs and goodwill
amortisation to #4.4m (1999: #0.4m). A number of companies were restructured
in late 2000 to reduce costs and to position the businesses better
strategically. The prospects for future performance improvement are more
encouraging.
Employees and the Board
In the period under review, there was considerable change amongst the
executives both on the Board and in senior management positions, as the Group
addressed the difficulties resulting from the events of 1999.
In March 2000, Graham Menzies joined as Group Chief Executive, and in August
2000, Mark Rollins was promoted to the position of Group Finance Director.
Andrew Parrish, Terry Garthwaite and Bill Kowal all left the Board.
At the end of December Frank Fermor stepped down as Group Company Secretary in
preparation for his retirement early in 2001. Frank had been Company
Secretary for over 25 years and throughout this time carried out his duties in
an extremely diligent and professional manner. He has been succeeded by Leigh
Grant.
I have indicated to the Board my intention to stand down at the AGM in May and
I am pleased that James Kerr-Muir, who has served as a non-executive on the
Senior Board for over four years, has accepted the appointment of Deputy
Chairman in preparation to succeed me as Chairman.
John Hudson has also indicated his intention to stand down at the AGM and I
thank him for his robust and enthusiastic contribution over the past 10 years.
In anticipation of this event, Martin Clark was appointed a Non-Executive
Director with effect from 1 February 2001.
In a year which started with great uncertainty about the future of the Group,
followed by significant internal change, our employees have made a tremendous
contribution. I would like to thank them all, on behalf of the Board, for
their efforts.
Outlook
The actions taken in 2000 to renew the executive team, reduce costs and focus
the Group's resources on aerospace and automotive have put Senior in a much
stronger position to deal with the opportunities and challenges of 2001. We
are seeing some down-turn in automotive production rates in the USA but an
increase in the demand for diesel engines in Europe. Orders placed for civil
aircraft were at an all time high last year and volumes of aircraft
manufactured are anticipated to be at healthy levels throughout 2001. The
performance of the Specialised Industrial Division is improving, with the
disposal programme continuing on a company by company basis.
Trading in the first two months of 2001 is ahead of the same period in the
prior year. Despite somewhat tougher market conditions the Board believes that
Senior is well positioned to make continued progress during 2001.
Dr A K Watkins CHAIRMAN
CHIEF EXECUTIVE'S REVIEW
We have spent nearly twelve months reducing costs, streamlining operations and
improving performance as part of our recovery strategy. We will continue to do
so in the future whilst seeking to enhance shareholder value in all
circumstances and at all times.
Much has happened in our Group in the year 2000. The months of April and May
were spent constructing a way forward for the company in the event that it did
not lose its independence. Towards the end of May, we announced that the Group
would remain independent and we explained our recovery strategy to
shareholders and employees. Senior had acquired several companies in the
previous months and years and, whilst integration still had some way to go,
the overhead in the corporate offices needed for the search and negotiation
process was no longer required. The first element of the recovery plan was,
therefore, to reduce ongoing central costs to about half of 1999 levels and
this was effected before the end of the year. This also helped to shorten
lines of communication and speed up decision making.
A "lean down 5%" philosophy was introduced in the operating subsidiaries and
plans were made and put into effect to take 5% out of the operating cost bases
of many of our factories around the world ready for the year 2001.
Underpinning this approach was our expectation that the buoyant level of
global economies would not be sustained and, certainly as far as the US
automotive industry is concerned, this has proved to be the case.
The second element of the recovery strategy was to concentrate the Group's
future resources in the automotive and aerospace industries. This meant
exiting or, at least, reducing the Group's involvement in the other markets in
which the Group is active. To this end, we announced our intention to sell off
the Specialised Industrial Division. The three Senior operating divisions -
Aerospace, Automotive and Specialised Industrial - each account for about one
third of the Group's turnover. Specialised Industrial, however, has
traditionally been less of a contributor to earnings and operates in a variety
of markets including construction, oil and gas, medical, power generation and
distribution. It is, therefore, by its very nature, less focused than the
other two divisions. While the Division does include some sound businesses, we
felt that a reduction of Senior's involvement in these various industrial
sectors would reduce debt, allow further investment in the aerospace and
automotive markets and improve the quality of the Group's earnings.
The entire Specialised Industrial Division was offered for sale and marketed
on a worldwide basis. Given its diverse nature, interest came primarily from
venture capitalists whose price indications would not, in the Board's opinion,
have maximised shareholder value. Consequently, in order to attract
appropriate interest, individual business within the Division are now being
offered for sale with some initial encouraging signs that this strategy will
ultimately realise greater value. In July, Nordklima/KesslerTech, a
loss-making part of the Division, was sold to its management.
During this period, it became clear that the management structure needed
significant overhaul and the quality of the management, both in the general
and financial areas, required improvement.
There is much management talent at second-tier levels in the Group and in the
past six months fourteen of our executives have received promotions. The
management organisations in the Aerospace and Automotive Divisions are being
restructured to put in place more effective sales and marketing teams as
Senior has to put all its energies and resources into organic growth, given
that it has no immediate plans to make acquisitions. In both Aerospace and
Automotive, we are still essentially a maker of parts, mainly to our designs,
but we are not yet a supplier of subsystems and in both Divisions there are
continuing industry trends and opportunities in this direction.
Whilst management reporting has always been of a good standard in the Group,
the format has been revised to sharpen the focus of monthly reporting and
together with new leadership of the finance function, the Group reporting
mechanism is much improved. In addition to this, the Turnbull business risk
management process has been adopted.
We have used the year 2000 to improve all aspects of business management
within Senior to simplify and quicken decision making, to improve controls and
to reduce our cost base. As we enter 2001, we expect to benefit from all these
actions, irrespective of what levels of demand we may encounter from our
customers.
AEROSPACE
Demand from customers recovered in 2000 and the outlook continues to be solid.
We are seeing improved schedules from our customers but the biggest
opportunities are to improve our own performance and to present the Division's
integrated capabilities to its customers.
Senior Aerospace made good progress in the year.
The performance last year of the businesses bought from Cork Industries in
1999 was ahead of expectations at the time of acquisition. In the UK, Bird
Bellows had an excellent year and rationalised its operations to focus on its
high-pressure aerospace ducting expertise. BWT grew profitably as demand for
its low pressure ducting primarily for regional jets (Bombardier is the
largest customer) increased and we are now planning for increasing levels of
demand in the future. The composites business in Wichita, USA, where Cessna
is the main customer, improved its performance as the year progressed. The
regional jet market continues to expand and all the manufacturers of these
types of aircraft are customers of Senior Aerospace.
In the USA, Metal Bellows had a record year with its base aerospace business
boosted by products manufactured for semi conductor equipment makers. The
year 2001 will see some slackening of demand from the semi conductor industry,
but we expect Metal Bellows to continue to progress particularly with its high
pressure hydraulic accumulator product range. In due course we anticipate that
the factory will be extended to accommodate growth in this business.
Ketema continued its recovery with new management effecting a significant
reduction in its cost base and a rationalisation of its operations but
progress was held back due to the bizarre escalation of energy costs in
California and a significant slowing in demand in the space components
business. Later this month, however, a new energy supply agreement for Ketema
comes into effect. This, together with increases in schedules from Rolls-Royce
and GE, will assist the recovery of the company. Jet Products produced a very
sound performance on slightly reduced sales. Management has been developed at
this company and specifically tasked to generate growth in the future. SSP
has a good market position and first class technical capabilities but did not
perform well in the year. Management changes have been made to improve its
operational performance and its orderbook and prospects are good.
In Europe, Bosman consolidated its recently developed components supply
business, alongside its traditional repair business. Repair and overhaul is a
sector of the aerospace business that has great potential for Senior.
Calorstat returned to profitability and new Airbus ducting and fuel control
assemblies for Rolls-Royce engines are expected to further enhance its
performance. Ermeto had another year of growth and increased profits and we
plan to increase its capacity in a new larger facility.
Senior Aerospace entered 2001 with many opportunities to secure new business.
To service new business placed with Senior by GE, a new facility has been
opened at Saltillo in Mexico. Growth in existing businesses means we are
reviewing plans for expansion at Metal Bellows, BWT and Ermeto. To further
grow our business, we are putting in place a business development team to
market the system capability of our operations and to position the Aerospace
Division to seize the opportunities for growth that will result from current
market developments in the aerospace supply industry.
AUTOMOTIVE
The marketplace was very solid both in the US and Europe up until the last
quarter of 2000, when the US market softened. In the US, 2001 is expected to
continue at a lower level than the record demand seen in 1999 and 2000. In
Europe, where the demand for diesel engines continues to outstrip supply, the
Division continues to increase its market penetration.
Senior Automotive Bartlett in the USA experienced record demand for the
majority of the year before seeing a downturn in the final quarter. At the
beginning of 2001, demand continued at a lower level as customers closed
operations to reduce finished vehicle inventories. It is anticipated,
however, that demand will improve as 2001 progresses.
In response to this change in the marketplace, employee numbers have been
reduced and costs cut. In doing so care has been taken not to deplete our
engineering resource to the extent that new business opportunities cannot be
pursued. New business continues to be won - notably flexible exhaust
connectors for Ford's sport utility vehicle range.
Crumlin in the UK, won new exhaust connector work at PSA and new engine
pipework orders were received from VW, BMW and Opel. This company had an
excellent year and continues to increase its market penetration as a direct
result of its first class customer service and technical expertise. Crumlin
also finalised the absorption of the production transferred from Waltham
Cross. Of significant additional help is the developing effectiveness of our
technical product support centre located in Germany.
Europe has recently seen an explosion in demand for diesel engines because of
their relative frugality in a region characterised by high fuel costs and
because of their improving on-road performance. One major development is "
common rail" technology which allows higher fuel pressures, better performance
and lower emissions. Senior Automotive Blois is the market leader in Europe
in the production of diesel engine fuel pipework. PSA, Renault and Fiat are
all key customers and are the largest volume producers of diesel engines in
Europe. In 2000, however, as demand accelerated and new programmes were
introduced at Blois the plant suffered significant start up problems which led
to an unsatisfactory performance. Further investment in capacity and a focus
on the diesel market will improve performance in 2001.
Our operation in Sao Paulo, Brazil, was profitable and the local market is
encouraging for 2001. In addition, much has been done to reduce costs and to
develop new business with the technical support of other operations.
Senior Automotive's low cost plant in Cape Town, South Africa, performed very
well. This factory mainly supplies parts to Ford in both Europe and the USA.
In 2001 additional contracts for VW and PSA are scheduled.
Aftermarket demand for our flexible exhaust connectors is supplied from Senior
Automotive New Delhi who produced a strong performance. The introduction of
original equipment parts in 2001 will give this company new opportunities for
growth, but also the challenge to reach world class standards of product
quality and customer service.
Senior Automotive continues to have opportunities to secure growth in the
coming years. A new plant is being commissioned in Olomouc in the Czech
Republic to produce new orders for aluminium tubular parts. The demand for
diesel engines in Europe is accelerating and bringing with it higher volumes
of fuel lines, exhaust gas recycling pipes and turbo oil drains. We are
investigating how to offer the complete "common rail" system to our customers
as well as working on other engine pipework subsystems. In addition, we are
researching a proposal to team our expertise and market position with an
equivalent partner in Japan.
Finally our management structure is being developed to enhance our capability,
particularly in Europe, to widen our customer base, improve our market
position and increase our volumes. With the cost reductions effected in 2000,
we are well placed to deal with whatever levels of demand we experience in
2001.
SPECIALISED INDUSTRIAL
The Specialised Industrial Division recorded a better overall performance but
efforts to improve the contribution of certain subsidiaries continue. Senior
Flexonics Bartlett performed well and is developing attractive new business in
the micro turbine and medical equipment markets. Pathway has now begun to make
a positive contribution. Europe shows signs of improvement.
The Specialised Industrial Division is a group of businesses that services a
wide variety of markets on a mainly autonomous basis. When it became
apparent, at the end of 2000, that the sale of the Division as a whole would
not come about, significant efforts to improve some of the operational
performances were initiated.
In the USA, Senior Flexonics Bartlett performed well and its developing micro
turbine and medical businesses will help drive growth in 2001. The semi
conductor market, however, has slowed. Our hose business in Canada also
performed well, but the slowdown in demand from the steel industry meant that
cost reductions were necessary to protect profit margins in 2001.
The performance of Pathway, the expansion joint business bought in 1999, was
disappointing. The orderbook, however, strengthened as 2001 began and,
together with the cost reductions that have been effected, this company has
begun to produce a better contribution. Further progress should be helped by
increasing demand from the world power generation market where Pathway is
securing orders at an improved rate.
In the air systems group of businesses, Nordklima/KesslerTech was sold, Polenz
performed in exemplary fashion, Hargreaves performed satisfactorily and Senior
Air Systems completed its rationalisation onto one site. The outlook for
Senior Air Systems has recently improved as a result of a better order intake
in early 2001.
In both New Zealand and Australia, sound performances were evident in 2000.
Our facility in Singapore was relocated and redirected as a sales rather than
manufacturing company.
We implemented a significant change in the cost base, management structure and
direction in Europe. Performance in 2000 was unsatisfactory, but 2001 has
started in a better manner. In our European hose businesses, order intake is
encouraging and overall on plan with demand in Continental Europe particularly
firm. In our European expansion joint businesses, order intake is over budget
and beginning to force us to plan additional capacity, probably by developing
our existing industrial manufacturing facility in the Czech Republic. Our
technical expertise in this area is outstanding but our European manufacturing
capacity is becoming a constraint to the growth that we can achieve.
Throughout the Specialised Industrial Division, we have made efforts not only
to reduce costs but also to establish clear direction in the businesses. The
task is now to maintain consistent strategy and management endeavour to
further improve the quality, performance and value of these businesses. It is
rewarding to report that the response from the employees in this Division, as
elsewhere in the Group, continues to be excellent.
Graham Menzies CHIEF EXECUTIVE
FINANCE DIRECTOR'S REVIEW
In a year which began with the Group openly for sale and encompassed
substantial organisational and strategic change, the operations improved their
underlying performance. The Group has a solid base on which to build its
future.
Financial Performance
Driven by the full year effect of acquisitions completed in the second half of
1999, turnover of continuing operations increased 8.6% to #505.4m (1999: #
465.2m) and operating profits of continuing operations before exceptional
items and goodwill amortisation increased 17.1% to #45.8m 1999: (#39.1m).
A full year's contribution from the Cork Industries (Aerospace) and Pathway
(Specialised Industrial) acquisitions together with exchange benefits
accounted for the majority of the turnover growth. Modest increases in
turnover in the Aerospace Division and the Automotive Division, outside North
America, were largely offset by the volume reduction caused by a major US
customer's decision to temporarily remove the AIR tube from a number of its
platforms.
Operating profit also benefited from the strength of the US$ and the excellent
performance of the three businesses purchased from Cork Industries (Bird
Bellows and BWT in the UK and Composites in the USA). A 'like for like'
comparison, which adjusts for the impact of acquisitions and measures the
results at the same exchange rates, shows profits from underlying businesses
to have increased by a modest 0.8% on sales 0.3% lower.
Exceptional Items
Exceptional charges of #14.7m (1999: #31.8m) were incurred following the
implementation of the recovery strategy, a review of the carrying value of the
assets and liabilities on the balance sheet and a significant reorganisation
of a number of subsidiaries within the Group, particularly in the Specialised
Industrial Division. These exceptional charges are largely unchanged from
those identified at the time of Senior's interim results. The exceptional
items comprise #9.2m of restructuring and redundancy costs (up from #8.3m at
the interim stage), #1.5m of professional fees relating to the strategic
review completed in early 2000 and a charge of #4.0m following a review of the
certainty of recovery of non-funded development engineering costs in the
Aerospace Division. Of the #9.2m restructuring and redundancy costs, #1.9m
related to the costs of relocating two factories, #2.4m to subsidiary company
cost reduction redundancy programmes, #3.3m to corporate redundancy costs and
#1.6m to other restructuring costs.
Interest
The net interest charge for the year of #9.3m (1999: #5.4m) was up
significantly over the prior year primarily as a result of the substantial
increase in debt in the second half of 1999 when the Group spent some #75m on
acquiring Pathway and the Cork Industries businesses. This level of interest
equates to an interest cover, calculated using operating profits before
exceptional items, interest, tax and goodwill amortisation, of 5.1 times
(1999: 7.3 times).
Tax
The Group's effective tax rate, as measured against profit before amortisation
and impairment of goodwill and before losses on disposal was down to 20.0%
(1999: 27.1%) primarily reflecting a reduction in the proportion of the
Group's taxable profits arising from the USA, following a company
restructuring carried out in late 1999. It is anticipated that the rate will
increase over the next two years to around the UK standard rate of 30% as the
taxable profits in the USA increase.
Earnings and Dividends
Underlying earnings per share, after exceptional costs, were effectively
unchanged at 6.02p (1999: 6.03p. The Board has recommended a final dividend of
3.04p per share making 4.88p per share for the year (1999: 4.88p).
Disposals
As highlighted in the interim results the Group has reported a total of #15.9m
of losses on the disposal of businesses. In July the Group disposed of its
loss-making air systems business in Germany, Nordklima Luft-und-Warmetechnik
GmbH, incurring a loss on disposal of #4.4m. Due to its non-material nature,
the results of this business have been reported within continuing operations.
In the period under review, the business contributed operating losses of #1.7m
on turnover of #4.1m. In addition the Group incurred a net charge of #9.0m,
after #2.3m of accruals and other creditor releases, on the settlement of the
outstanding Thermal Loan Note and made an additional accrual of #2.5m for
potential pension and environmental liabilities arising on the 1999 disposal
of the Precision Tube companies.
Cash Flow and Net Debt
2000 1999
#m #m
Operating profit (after goodwill and exceptional 25.0 3.5
items)
Depreciation of tangible fixed assets 18.3 17.0
Impairment and amortisation of goodwill 6.1 16.4
Working capital 0.7 (0.1)
Cash flow from operating activities 50.1 36.8
Capital expenditure (gross) (17.4) (35.6)
Proceeds from sales of fixed assets 0.6 4.9
Interest paid (net) (8.7) (6.7)
Tax paid (4.9) (9.1)
Free cash flow 19.7 (9.7)
A tight control on capital expenditure and improved profitability resulted in
Free Cash Flow (operating cash flow from operations after net capital
expenditure, interest and tax) being much improved at #19.7m inflow (1999: #
9.7m outflow). This cash flow and other sundry inflows of #0.3m financed the
dividend payment of #15.0m and net disposal and acquisition costs of #3.8m.
The Group's overall change in net debt for the year, before exchange
variations, was an inflow of #1.2m (1999: #60.9m outflow). Exchange variations
totalling #6.9m, primarily due to the strengthening of the US dollar, more
than offset this inflow and the Group's net debt increased to #146.5m at the
year end (31 December 1999: #140.8m).
Treasury
The Group continues to follow its stated treasury policies of covering,
through forward exchange contracts on a rolling 12 month basis, exchange
exposures which arise through normal trading and of hedging, largely through
currency denominated loans, the majority of exchange exposures that arise on
the translation into sterling of the Group's overseas assets (including
balance sheet goodwill). The Group does not hedge the effects of currency
variations on the translation of its overseas earnings into sterling.
The Group's policy in respect of external debt funding is to ensure that, as a
minimum, all projected net borrowing requirements are covered by medium and
long-term committed facilities. As at the year end the Group had total
facilities of #254m, (including #184m committed) of which a total of #92m was
unused. The Group seeks to operate with the majority of debt at fixed rates.
At the year end, $105m (#70m) was drawn down at fixed interest rates and a
further #33m was the subject of fixed interest rate 'swaps' thus providing a
total of 70% of fixed interest bearing net debt.
Internal Control and Risk Management
In line with the Turnbull Report guidelines, the Board has reviewed its
policies, procedures and internal instructions for the management and
monitoring of risk to ensure that the Group meets the new requirements and
best practice. The new policy has been approved by the Board and implemented
across the Group. Management reports will be prepared for the Board's Audit
Committee which will review the effectiveness of the Group's risk management
process twice a year. The Audit Committee will in turn report to the Board,
which retains overall responsibility for the framework of internal control and
risk management.
Mark Rollins FINANCE DIRECTOR
Senior plc
Group Profit and Loss Account
For the year ended 31 December 2000 1999
#m #m
Turnover
Continuing operations 505.4 465.2
Discontinued operations - 31.6
505.4 496.8
Operating profit before exceptional items
Continuing operations 45.8 39.1
Amortisation of goodwill (6.1) (3.6)
Total continuing operations 39.7 35.5
Discontinued operations - (0.2)
39.7 35.3
Exceptional items
Reorganisation and - continuing operations (9.2) (7.9)
rationalisation charges
- discontinued operations - (0.6)
Other exceptional items (5.5) (23.3)
(14.7) (31.8)
Total operating profit
Continuing operations 25.0 4.3
Discontinued operations - (0.8)
25.0 3.5
Share of operating profit in associated 1.3 0.7
undertaking
Amortisation of goodwill arising on acquisition (0.3) (0.2)
of associated undertaking
Loss on sale of fixed assets - continuing - (0.3)
operations
Loss on disposal of business within (4.4) -
continuing operations
Loss on disposal of discontinued operations (1999
- including goodwill
of #21.1m previously written off to reserves) (11.5) (25.1)
Profit/(loss) on ordinary activities before 10.1 (21.4)
interest and taxation
Other interest receivable and similar 2.0 3.1
income
Interest payable and similar charges (11.3) (8.5)
Profit/(loss) on ordinary activities 0.8 (26.8)
before taxation
Tax on profit on ordinary activities (0.5) (4.1)
Profit/(loss) for the financial year 0.3 (30.9)
Dividends (15.0) (14.9)
Loss for the year (14.7) (45.8)
Earnings/(loss) per share
Basic 0.07p (10.08)p
Diluted 0.07p (10.06)p
Underlying 6.02p 6.03p
Dividends per share 4.88p 4.88p
Senior plc
Group Balance Sheet
At 31 December 2000 1999
#m #m
Fixed assets
Intangible assets - goodwill 112.2 113.3
Tangible assets 106.9 104.2
Investments 8.0 8.7
227.1 226.2
Current assets
Stocks 60.7 63.1
Debtors: Amounts falling due
after more than 3.4 3.6
one year
Debtors: Amounts falling due within one year 105.2 105.5
Cash at bank and in hand 16.4 9.6
185.7 181.8
Creditors: Amounts falling due
within one year (125.5) (115.3)
Net current assets 60.2 66.5
Total assets less current liabilities 287.3 292.7
Creditors: Amounts falling
due after more than (162.1) (154.3)
one year
Provisions for liabilities and charges (1.5) (2.7)
Net assets 123.7 135.7
Capital and reserves
Called-up share capital 30.7 30.7
Share premium 3.5 3.4
Other reserves 17.7 17.7
Profit and loss account 71.7 83.8
Equity shareholders' funds 123.6 135.6
Minority interests - equity 0.1 0.1
Total capital employed 123.7 135.7
Group Statement of Total Recognised Gains and Losses
For the year ended 31 December 2000 1999
#m #m
Profit/(loss) for the financial year 0.3 (30.9)
Currency translation differences on
overseas assets and 2.6 (4.5)
goodwill
Tax on realised foreign exchange profits - (0.6)
Total recognised gains and losses relating to the 2.9 (36.0)
year
There is no material difference between the profits/(losses) as reported and
those profits/(losses) restated on an historical cost basis.
Senior plc
Group Cash Flow Statement
For the year ended 31 December 2000 2000 1999 1999
#m #m #m #m
Net cash inflow from operating 50.1 36.8
activities
Dividend income from associated 0.2 0.1
undertaking
Returns on investments and servicing
of finance
Interest received 2.7 1.3
Interest paid (11.4) (8.0)
Net cash outflow from returns on
investments
and servicing of finance (8.7) (6.7)
Taxation
UK corporation tax recovered - 2.9
Overseas tax paid (4.9) (12.0)
(4.9) (9.1)
Capital expenditure and financial
investments
Purchase of tangible fixed assets (17.4) (35.6)
Sale of property, plant and equipment 0.6 4.9
Own shares purchased by the Employee - (0.6)
Benefit Trust
Maturity of investments - bank - 8.0
deposits
Net cash outflow from capital
expenditure
and financial investments (16.8) (23.3)
Acquisitions and disposals
Purchase of subsidiary undertakings (1.0) (63.7)
Purchase of associated undertaking - (6.8)
Net overdraft acquired with - (20.3)
subsidiary undertakings
Sale of businesses (2.2) 54.1
Net (cash)/overdraft disposed on sale (0.6) 0.2
of businesses
Net cash outflow from acquisitions (3.8) (36.5)
and disposals
Dividends paid on ordinary shares (15.0) (14.5)
Financing
Share issues 0.1 0.3
New loans initiated by Group 38.9 83.7
Repayment of existing loans (34.7) (45.5)
4.2 38.2
Increase/(decrease) in cash in the 5.4 (14.7)
period
Senior plc
Notes:
1 Segment Information
Group turnover, operating profit and net assets are analysed as follows:
a) By class of business
Turnover Turnover Operating Operating Net Net
profit profit assets assets
2000 1999 2000 1999 2000 1999
#m #m #m #m #m #m
Aerospace 180.5 146.9 6.8 9.6 147.1 149.7
Automotive 157.5 155.6 19.6 21.6 48.9 45.5
Specialised industrial 168.3 163.4 (1.4) (3.6) 71.6 72.5
Total 506.3 465.9 25.0 27.6 267.6 267.7
Inter-segment sales (0.9) (0.7) - - - -
Total continuing operations 505.4 465.2 25.0 27.6 267.6 267.7
Discontinued operations - 31.6 - (0.8) (3.3) 4.5
505.4 496.8 25.0 26.8 264.3 272.2
Losses primarily in respect of - - - (10.5) - -
prior periods
Impairment of goodwill - - - (12.8) - -
505.4 496.8 25.0 3.5 264.3 272.2
Operating profits shown above are stated after charging #14.7m (1999 - #8.5m in
addition to the #10.5m and #12.8m that are shown separately) of exceptional
items and #6.1m (1999 - #3.6m) of goodwill amortisation. These are attributed to
the segments as follows:
Exceptional items Goodwill amortisation
2000 1999 2000 1999
#m #m #m #m
Aerospace 7.2 1.1 3.5 1.8
Automotive 3.1 3.5 1.2 1.1
Specialised industrial 4.4 3.3 1.4 0.7
Total continuing operations 14.7 7.9 6.1 3.6
Discontinued - 0.6 - -
operations
14.7 8.5 6.1 3.6
b) By geographical market
Turnover Turnover Turnover Turnover Operating Operating Net Net
by by
destinat destinati By by profit profit assets assets
ion on origin origin by by
origin origin
2000 1999 2000 1999 2000 1999 2000 1999
#m #m #m #m #m #m #m #m
North 291.0 255.4 313.1 280.7 24.7 31.0 148.8 145.7
America
United 68.1 66.0 91.7 84.4 1.7 0.2 71.1 74.5
Kingdom
Rest of 110.4 111.2 86.7 88.8 (2.8) (3.2) 32.6 31.4
Europe
Rest of 43.2 38.0 21.2 16.5 1.4 (0.4) 15.1 16.1
World
Total 512.7 470.6 512.7 470.4 25.0 27.6 267.6 267.7
Inter-seg (7.3) (5.4) (7.3) (5.2) - - - -
ment
sales
Total 505.4 465.2 505.4 465.2 25.0 27.6 267.6 267.7
continuing
operations
Discontinued - 31.6 - 31.6 - (0.8) (3.3) 4.5
operations
505.4 496.8 505.4 496.8 25.0 26.8 264.3 272.2
Losses
primarily in
respect
of prior - - - - - (10.5) - -
periods
Impairment - - - - - (12.8) - -
of goodwill
505.4 496.8 505.4 496.8 25.0 3.5 264.3 272.2
Discontinued operations reflect the turnover and operating results of the Heat
Treatment and Precision Tube businesses sold in May 1999.
Senior plc
Notes:
1 Segment Information continued
Operating profits shown above are stated after charging #14.7m (1999 - #8.5m in
addition to the #10.5m and #12.8m that are shown separately) of exceptional
items and #6.1m (1999 - #3.6m) of goodwill amortisation. These are attributed to
the segments as follows:
Exceptional items Goodwill amortisation
2000 1999 2000 1999
#m #m #m #m
North 9.1 2.7 3.0 2.2
America
United 3.4 3.7 2.4 0.7
Kingdom
Rest of 1.9 1.4 0.2 0.2
Europe
Rest of 0.3 0.1 0.5 0.5
World
Total continuing 14.7 7.9 6.1 3.6
operations
Discontinued - 0.6 - -
operations
14.7 8.5 6.1 3.6
c) Net assets 2000 1999
reconciliation #m #m
Net assets, 264.3 272.2
as above
Unallocated liabilities, net (1.9) (3.7)
Investment in associated undertaking 7.8 8.0
Net borrowings (146.5) (140.8)
Net assets, per Balance Sheet 123.7 135.7
d) Total exceptional items 2000 1999
#m #m
Reorganisation and rationalisation - continuing 9.2 7.9
charges operations
- discontinued - 0.6
operations
Write-off of non contractually guaranteed development 4.0 -
engineering cost
Strategic review cost 1.5 -
Losses primarily in respect of prior periods - 10.5
Impairment of goodwill - 12.8
14.7 31.8
2 Dividends
The proposed final dividend is at the rate of 3.04p per share (1999 - 3.04p)
making 4.88p for the year (1999 - 4.88p) and, if approved, will be payable on 4
June 2001 to shareholders on the register at the close of business on 4 May
2001.
Senior plc
Notes:
3 Earnings per Share
The calculation of basic earnings per share and underlying earnings per share
are shown below and have been based on the weighted average number of shares
in issue and ranking for dividend during 2000. Diluted earnings per share
allow for future exercise of all outstanding share options.
The provision of an underlying earnings per share has been included to
identify the performance of operations before losses, primarily in respect of
prior periods, amortisation and impairment of goodwill, loss on sale of fixed
assets and losses on disposal of continuing and discontinued operations.
Earnings Earnings Earnings Earnings
per share per share
2000 1999 2000 1999
pence pence #m #m
Basic profit/(loss) 0.07 (10.08) 0.3 (30.9)
on ordinary
activities after taxation
Adjust:
Losses, primarily in - 3.43 - 10.5
respect of prior periods
Amortisation of 1.99 1.18 6.1 3.6
goodwill
Amortisation of 0.09 0.06 0.3 0.2
goodwill arising on
acquisition of
associated undertaking
Impairment of - 4.18 - 12.8
goodwill
Loss arising on sales - 0.10 - 0.3
of fixed assets
Loss on disposal of 1.44 - 4.4 -
business within continuing operations
Loss on disposal of 3.75 8.20 11.5 25.1
discontinued operations
Taxation attributable (1.32) (1.04) (4.1) (3.1)
to above adjustments
Underlying earnings 6.02 6.03 18.5 18.5
Weighted average - basic 306.4m 306.1m
number of shares - diluted 306.8m 306.8m
- underlying 306.4m 306.1m
Earnings/(loss) - basic 0.07p (10.08)p
per share - diluted 0.07p (10.06)p
- underlying 6.02p 6.03p
4 Group Cash Flow Statement
a) Reconciliation of operating profit to net cash 2000 1999
inflow from operating activities
#m #m
Group operating profit 25.0 3.5
Depreciation of tangible fixed assets 18.3 17.0
Amortisation of goodwill 6.1 3.6
Impairment of goodwill - 12.8
Decrease in stocks 1.3 6.9
(Increase)/decrease in debtors (8.6) 0.6
Increase/(decrease) in creditors 4.0 (7.8)
Working capital currency variations 4.0 0.2
Net cash inflow from operating activities 50.1 36.8
The net cash inflow from operating activities includes an outflow of #nil (1999
- outflow #12.2 million) in respect of discontinued activities.
Senior plc
Notes:
4 Group Cash Flow Statement continued
b) Reconciliation of net cash flow to 2000 2000 1999 1999
movement in net debt
#m #m #m #m
Increase/(decrease) in cash in the 5.4 (14.7)
period
Increase in loans (4.2) (38.2)
Decrease in current asset investments - (8.0)
due after one year
Change in net debt resulting from 1.2 (60.9)
cash flows
Currency variations on net borrowings (6.9) (1.3)
Movement in net debt in the period (5.7) (62.2)
Net debt at 1 January (140.8) (78.6)
Net debt at 31 December (146.5) (140.8)
c) Analysis of net debt At 1 Cashflow Exchange At 31
January movement December
2000 2000
#m #m #m #m
Cash 9.6 6.3 0.5 16.4
Overdrafts (1.8) (0.9) (0.1) (2.8)
Debt due within one year (1.0) (2.5) - (3.5)
Debt due after one year (147.1) (1.8) (7.3) (156.2)
Finance leases (0.5) 0.1 - (0.4)
Total (140.8) 1.2 (6.9) (146.5)
Debt due within one year shown above includes short-term bank borrowings of #
2.1 million (1999 - #nil).
Reconciliation of Movements in Shareholders' Funds
Group Share Share Other reserves Profit Total
capital premium Revaluation Special Total and loss
account account
#m #m #m #m #m #m #m
At 1 30.7 3.4 0.7 17.0 17.7 83.8 135.6
January 2000
Profit for - - - - - 0.3 0.3
the financial year
Dividends - - - - - (15.0) (15.0)
Share issues - 0.1 - - - - 0.1
Currency - - - - - 2.6 2.6
variations
At 31 30.7 3.5 0.7 17.0 17.7 71.7 123.6
December 2000
6 Status of Financial Information
The financial information set out above does not constitute the Group's
statutory accounts for the years ended 31 December 2000 or 1999 but is derived
from those accounts. Statutory accounts for 1999 have been delivered to the
Registrar of Companies, and those for 2000 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
Sections 235, 237(2) or (3) of the Companies Act 1985.
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