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SPX Spirax Group Plc

8,635.00
185.00 (2.19%)
Last Updated: 16:28:26
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Spirax Group Plc LSE:SPX London Ordinary Share GB00BWFGQN14 ORD 26 12/13P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  185.00 2.19% 8,635.00 8,630.00 8,635.00 8,690.00 8,485.00 8,535.00 449,170 16:28:26
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Automatic Regulatng Controls 1.68B 183.6M 2.4947 34.63 6.22B

Spirax-Sarco Engineering PLC Half-year Report (1573I)

07/08/2019 7:00am

UK Regulatory


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RNS Number : 1573I

Spirax-Sarco Engineering PLC

07 August 2019

News Release

Wednesday 7(th) August 2019

2019 Half Year Results

Strong first half organic growth; full year expectations unchanged

FINANCIAL HIGHLIGHTS

Six months ended 30(th) June

 
                                              2019                   2018          Reported             Organic 
----------------------------  --------------------  ---------------------  ----------------  ------------------- 
 Revenue                                 GBP591.2m              GBP547.6m               +8%                  +8% 
 Adjusted operating 
  profit*                                GBP129.2m              GBP125.7m               +3%                  +4% 
 Adjusted operating 
  profit margin*                             21.9%                  23.0%          -110 bps              -70 bps 
 Adjusted profit before 
  taxation*                              GBP124.6m              GBP120.6m               +3% 
 Adjusted basic earnings 
  per share*                                120.0p                 119.2p               +1% 
 Dividend per share                          32.0p                  29.0p              +10% 
 Adjusted cash conversion**                    71%                    75% 
 
 
 Statutory                        2019        2018   Reported 
--------------------------  ----------  ----------  --------- 
 Revenue                     GBP591.2m   GBP547.6m        +8% 
 Operating profit            GBP112.7m   GBP111.9m        +1% 
 Operating profit margin         19.1%       20.4%   -130 bps 
 Profit before taxation      GBP108.1m   GBP106.8m        +1% 
 Basic earnings per share       102.4p      105.1p        -3% 
 

*All profit measures exclude certain items which totalled GBP16.5 million for the six months ended 30(th) June 2019, as set out in Note 2.

**Cash conversion measures the percentage of adjusted cash from operations to adjusted operating profit, as set out in Note 2.

Organic percentage growth measures are at constant currency and exclude contributions from acquisitions and disposals.

   --    Revenue up 8% organically and at reported rates 
   --    Adjusted operating profit margin of 21.9% in line with expectations 
   --    Strong organic sales and profit growth in Steam Specialties and Watson-Marlow 
   --    Continued organic sales growth in Chromalox; addressing unsatisfactory profitability 
   --    Acquisition of Thermocoax for GBP135 million in May 2019 
   --    Net debt of GBP391.5 million, 1.3x EBITDA 
   --    Interim dividend increased by 10% to 32.0p 

Nicholas Anderson, Group Chief Executive, commenting on the results said:

"We are pleased to report strong organic sales growth of 8% in the first half of the year and organic operating profit growth of 4%, with all three businesses delivering organic sales growth ahead of industrial production. Both the Steam Specialties and Watson-Marlow businesses achieved strong organic sales growth and margin progression, reflecting the successful implementation of our strategy and its focus on self-generated growth. Chromalox also grew sales organically against a very tough comparison.

The only disappointment of this period was a profitability deterioration in Chromalox so we have intensified work to improve its operational performance. Our original expectations for this business remain unchanged. While the Group's strong first half organic sales growth was ahead of our expectations, industrial production growth forecasts for the second half of the year have weakened below earlier estimates. As a result, our overall full year expectations remain unchanged."

For further information, please contact:

Nicholas Anderson, Group Chief Executive

Kevin Boyd, Chief Financial Officer

Tel: 020 7638 9571 at Citigate Dewe Rogerson until 6.00 p.m.

The meeting with analysts will be available as a live audio webcast on the Company's website at www.spiraxsarcoengineering.com or via the following link:

https://edge.media-server.com/mmc/p/8pa3j3ez at 9.15 a.m. and a recording will be posted on the website shortly after the meeting.

About Spirax--Sarco Engineering plc

Spirax--Sarco Engineering plc is a thermal energy management and niche pumping specialist. It comprises three world--leading businesses: Steam Specialties, for the control and management of steam; Chromalox, for electrical thermal energy solutions; and Watson-Marlow, for peristaltic pumping and associated fluid path technologies. The Steam Specialties business and Chromalox provide a broad range of fluid control and electrical process heating products, engineered packages, site services and systems expertise for a diverse range of industrial and institutional customers. Both businesses help their end users to improve production efficiency, meet their environmental sustainability targets, improve product quality and enhance the safety of their operations. Watson--Marlow Fluid Technology Group provides solutions for a wide variety of demanding fluid path applications with highly accurate, controllable and virtually maintenance-free pumps and associated technologies.

The Group is headquartered in Cheltenham, UK, has strategically located manufacturing plants around the world and employs over 7,900 people, of whom over 1,600 are direct sales and service engineers. Its shares have been listed on the London Stock Exchange since 1959 (symbol: SPX) and it is a constituent of the FTSE 100 index.

Further information can be found at www.spiraxsarcoengineering.com.

REVIEW OF OPERATIONS

 
                          HY 2018    Exchange    Organic   Acquisitions     HY 2019   Organic   Reported 
                                                            & disposals 
 Revenue                GBP547.6m     GBP2.4m   GBP42.4m      (GBP1.2m)   GBP591.2m       +8%        +8% 
                       ----------  ----------  ---------  -------------  ----------  --------  --------- 
 Adjusted operating 
  profit                GBP125.7m   (GBP0.8m)    GBP5.4m      (GBP1.1m)   GBP129.2m       +4%        +3% 
                       ----------  ----------  ---------  -------------  ----------  --------  --------- 
 Adjusted operating                                                                                 -110 
  profit margin             23.0%                                             21.9%   -70 bps        bps 
                       ----------  ----------  ---------  -------------  ----------  --------  --------- 
 Statutory operating 
  profit                GBP111.9m                                         GBP112.7m                  +1% 
                       ----------  ----------  ---------  -------------  ----------  --------  --------- 
 Statutory operating                                                                                -130 
  profit margin             20.4%                                             19.1%                  bps 
                       ----------  ----------  ---------  -------------  ----------  --------  --------- 
 

Unless otherwise stated, the figures quoted in the text below are based on the adjusted Group results (see Note 2). Organic measures are at constant currency and exclude contributions from acquisitions and disposals.

Introduction

During the six months to 30(th) June 2019, the Group delivered a strong financial performance, with record sales and profit, despite weakening industrial production growth rates. We saw organic progress across all three geographic segments of the Steam Specialties business and Watson-Marlow, with Chromalox delivering sales growth despite a tough compare and continuing operational inefficiencies.

In May we completed the acquisition of electrical thermal solutions specialist Thermocoax Developpement, welcoming all its companies into the Group. Thermocoax will be reported within the Chromalox business.

Board changes

In March we announced that Caroline Johnstone was joining the Board as an Independent Non-Executive Director and a member of the Audit, Remuneration and Nomination Committees. Two months later, following the conclusion of our Annual General Meeting in May, Clive Watson, Senior Independent Director and Chair of the Audit Committee, stepped down, having served for nine years on the Board. As a result of Clive's departure, Kevin Thompson joined the Board as an Independent Non-Executive Director and Chair of the Audit Committee and Dr Trudy Schoolenberg was appointed to the position of Senior Independent Director. We would like to express our sincere thanks to Clive for the significant contribution he made to the development of the Group during his nine year tenure and welcome Caroline and Kevin to the Board.

The Board changes were part of the succession planning undertaken by the Nomination Committee to recruit and promote Non-Executive Directors with the skills and experience required to support the implementation of our strategy for growth.

Market environment

During the first half of 2019, global industrial production growth remained positive at 1.6%, compared with 3.5% in the first half of 2018. In the first six months of 2019, industrial production growth in Europe and Asia Pacific (excluding China) was flat and Latin America saw a contraction, compared with the same period in the prior year. China's industrial production growth rate was 5.8%, raising Asia Pacific's growth rate as a whole to 3.0%. North America maintained positive growth, although at almost half the level of the prior year and with a slowing growth rate in the second quarter. The latest forecast for global industrial production growth for the whole of 2019 is 1.6%, approximately half the 3.1% achieved in 2018.

Progress in the half year

Sales

Sales grew in the first half of the year, up 8% to GBP591.2 million (2018: GBP547.6 million).

HygroMatik, due to its limited strategic fit, was divested on 30(th) November 2018 and as a result made no contribution to sales in the first half of 2019, compared with GBP7.0 million in the first half of 2018. This was partially offset by a GBP5.8 million contribution to sales by Thermocoax, which was acquired on 13(th) May 2019. Acquisitions and disposals thus resulted in a net GBP1.2 million reduction during the period.

On average in the first half of the year, sterling was slightly weaker against the basket of currencies that we trade in compared to the same period in 2018, providing a small tailwind, which increased sales on translation by GBP2.4 million.

Excluding the impacts of acquisitions, disposals and currency movements, the Group saw 8% organic sales growth.

Within the Steam Specialties business, which accounted for 62% of Group revenue in the first half of the year, organic sales growth was 8%, with good growth in all geographic segments.

Organic sales in Chromalox, which accounted for 14% of Group revenue, were up 2% against a strong performance in the same period of 2018. Reported sales grew 15%, boosted by the inclusion of seven weeks of Thermocoax and favourable exchange movements.

Watson-Marlow, which accounted for 24% of Group revenue, had an exceptionally strong start to the year and saw sales grow 11% organically, 13% on a reported basis.

Adjusted operating profit

Group adjusted operating profit was 4% ahead of the prior year on an organic basis and, at GBP129.2 million, was up 3% at reported exchange rates, negatively impacted by a net GBP1.1 million from acquisitions and disposals, and a GBP0.8 million exchange headwind.

In the Steam Specialties business, adjusted operating profit was 9% higher than the same period in the prior year on an organic basis, with good growth in all three geographic segments. The divestment of HygroMatik in the second half of 2018 served to reduce adjusted operating profit by GBP2.1 million, compared with 2018, and exchange had a GBP2.5 million negative impact.

Chromalox had adjusted operating profit of GBP8.1 million, down 37% organically on the same period in the prior year, as we continued to step up our investments for future growth and improved profitability, while responding to manufacturing inefficiencies. Thermocoax contributed GBP1.0 million to adjusted operating profit in the period and, with a small benefit from exchange, adjusted operating profit for the total Chromalox business was down 24%.

Watson-Marlow had an excellent start to the year with adjusted operating profit of GBP45.0 million, 11% ahead on an organic basis and up 14% at reported exchange rates.

The Group adjusted pre-tax profit increased by 3% to GBP124.6 million (2018: GBP120.6 million). The pre-tax profit for the first half on a statutory basis was GBP108.1 million (2018: GBP106.8 million). The reconciling items between the adjusted pre-tax profit and the statutory pre-tax profit are shown in Note 2. In the first half of 2019, the reconciling items primarily related to the amortisation of acquisition-related intangible assets and acquisition-related items.

Adjusted operating profit margin

The Group adjusted operating profit margin fell by 110 bps to 21.9% due to the disposal of the highly profitable HygroMatik business, a negative exchange impact and the lower operating profit in Chromalox. On an organic basis, the Group margin decreased 70 bps.

The Steam Specialties business delivered an operating profit margin of 22.9%, a reported decrease of 50 bps over the same period in the prior year, due to the impact of exchange and the disposal of HygroMatik. On an organic basis the margin increased by 20 bps. Chromalox's margin contracted by 500 bps to 9.7%. Excluding the impact of the Thermocoax acquisition and favourable currency movements, the organic margin decreased by 560 bps as a result of the full effects of the 2018 revenue investments for growth, a restructuring programme in North America and increased losses in the European operations. Watson-Marlow's operating profit margin was ahead 50 bps to 31.6% aided by a currency tailwind; on an organic basis the margin was up 10 bps.

Financing Expense

Net financing expense fell to GBP4.6 million from GBP5.1 million. It consists of net bank interest of GBP2.8 million (2018: GBP4.1 million), interest on net pension liabilities of GBP1.2 million (2018: GBP1.0 million) and for the first time, following the introduction of IFRS 16, interest on lease liabilities of GBP0.6 million (2018: GBP0).

We anticipate a full year charge in the region of GBP10.0 million.

Taxation

As expected, due to changes to our internal financing structures and the geographical mix of adjusted profits, the Group effective tax rate on adjusted profits in the half year rose to 29.0% (2018: 27.1%); we anticipate a similar level for the full year.

The effective tax rate on statutory profit increased to 30.1% (2018: 27.4%) due to the factors outlined above combined with higher Thermocoax acquisition-related costs where no tax relief is available.

Earnings per share

Adjusted basic earnings per share increased by 1% to 120.0 pence (2018: 119.2 pence), less than the increase in adjusted operating profit due to the increased tax rate. Basic earnings per share on a statutory basis was 102.4 pence (2018: 105.1 pence).

Currency impacts

On average during the first half of 2019, sterling was slightly weaker against the basket of currencies that we trade in, compared with the same period in the prior year. Reported sales saw a small (less than half of one per cent) boost as a result of translation. However, due to geographic weighting, exchange had a small negative impact on Group profit. Note 14 includes a table of the Group's significant exchange rates.

Dividends

The Board has declared an interim dividend of 32.0 pence (2018: 29.0 pence) per ordinary share, an increase of 10%. The dividend will be paid on 8(th) November 2019 to shareholders on the register at the close of business on 11(th) October 2019. The final dividend of 71.0 pence per share in respect of 2018 was paid on 24(th) May 2019 at a cash cost of GBP52.3 million.

Strategy for growth

The six key themes of our strategy for organic growth remain unchanged:

   --    Increase direct sales effectiveness through sector focus; 
   --    Develop the knowledge and skills of our expert sales and service teams; 
   --    Broaden our global presence; 
   --    Leverage our R&D investments; 
   --    Optimise supply chain effectiveness; and 
   --    Operate sustainably and help improve our customers' sustainability. 

As we continue to rigorously implement these strategic themes across all our Group businesses we are achieving our aim of delivering organic growth that outperforms our markets.

Strategic implementation

During the first six months of 2019, progress against our six strategic themes was a contributing factor to the organic sales and profit growth achieved.

We have continued to broaden our global presence. Four new operating companies commenced trading in the first half of the year: Watson-Marlow Philippines, Watson-Marlow Colombia, Watson-Marlow Iberia (located in Spain) and Gestra China. In addition, Watson-Marlow established a direct sales presence in Portugal and Chromalox established a sales office in the Midwest of the USA, converting this region from distributor to direct sales. The new sales companies and direct sales presence will strengthen our local presence and enhance sales growth as we serve customers using our proven consultative sales approach.

The programmes of the Academy are under continuous review and development to ensure that they deliver the best possible training to our sales engineers. During the first half of the year additional learning materials were added to the previously-launched Yellow and Orange belts to further strengthen these programmes (the programmes of the Spirax Sarco Academy, based on the grading in Judo, are structured into levels called "belts", with each belt representing an increasing level of expertise). The Green belt materials, which were launched in English in 2018, have been further developed, translation continues apace and we are on track to roll them out in an additional 15 languages by the end of the year. Blue belt programmes are being developed and are on track for a launch in English this year. In addition, a new "Consultative Selling - Fundamentals" programme has been developed and the initial roll-out commenced. To date, over 1,100 engineers have completed the White belt, over 1,000 have completed the Yellow belt and nearly 600 have completed the Orange belt.

A number of new products were launched during the first half of the year, including "ReNu PU" a new pump head for the Qdos range from Watson-Marlow Pumps, which provides increased chemical compatibility and opens new opportunities for low-flow industrial and environmental applications; a new "NBR" (nitrate rubber) hose from Bredel pumps that improves application reach in the Food and Beverage sector; and a new Spirax Sarco Clean Steam Generator for the Healthcare market.

Acquisition

On 13(th) May 2019 we acquired Thermocoax for EUR156 million (GBP135 million) on a cash--free, debt--free basis. The acquisition was financed from existing cash and debt facilities and is expected to be accretive to Group earnings in 2019. Thermocoax, headquartered near Paris, France, is a leading designer and manufacturer of highly engineered electrical thermal solutions for critical applications in high added value industries and has become part of our Chromalox business. In the year ended 31(st) December 2018, the business had revenues of EUR49.8 million and EBIT of EUR12.1 million.

The acquisition will significantly enhance our electrical process heating capabilities, enabling us to address critical high-value applications where product cost is a secondary concern to reliability and performance. In particular, the US market holds significant potential for Thermocoax. It has grown substantially there in recent years but is constrained by lack of critical mass and local credentials. Chromalox has scale, contacts and reputation in the USA that can support faster penetration of the market as well as enhancing its offering to its own customers. In Europe, Thermocoax will strengthen our market position, capabilities and brand recognition in a broad range of attractive industries and applications beyond those where Chromalox currently operates.

In the rest of the world both Thermocoax and Chromalox rely mainly on agents and distributors and the combination of the two businesses will allow us to accelerate our direct sales investments in these markets, while leveraging the extensive global infrastructure of the Group to facilitate ease of entry for direct sales.

IFRS 16

The adoption of IFRS 16 from 1(st) January 2019 has resulted in the inclusion of GBP38.4 million of right-of-use assets in the Statement of Financial Position at 30(th) June 2019 together with a lease liability of GBP41.3 million. In the six months to 30(th) June 2019, operating profit was increased by GBP0.6 million, which was matched by an increase in lease liability interest of GBP0.6 million, giving a zero net impact to the Income Statement. Further information can be found in Note 1.

Statement of Financial Position and cash flow

Capital employed increased by 12% from the beginning of the year, to a reported GBP542.9 million at 30(th) June 2019. Net investment in fixed assets was higher than depreciation in the first half of the year as we continued to invest in the business, in particular in the recent acquisitions. The traditional weighting will increase capital spend in the second half of the year, particularly due to the continued construction of the new Aflex factory, in Yorkshire, UK, with total capital spend for the full year anticipated to be in the region of GBP70 million.

Cash generation remains a priority. Cash conversion in the first half was 71% and is expected to increase to 80% for the full year. We continue to focus on maintaining a strong balance sheet. Net debt at 30(th) June 2019 was GBP391.5 million compared to net debt of GBP235.8 million at 31(st) December 2018, the increase due to the acquisition of Thermocoax. Net debt equated to 1.3x trailing twelve months' EBITDA. Adjusted Free Cash Flow of GBP52.8 million was 13% lower than the prior year. Working capital increased as inventory levels rose ahead of the second half, particularly in the EMEA region, in order to mitigate potential Brexit supply chain disruption and maintain delivery to customers. These inventory levels will be maintained until the Brexit issue has been resolved. At constant currency working capital as a percentage of the last twelve months' sales decreased by 50 bps to 24.4%, compared with June 2018. We continue to expect the ratio of net debt to EBITDA to be in the region of 1.0 at 31(st) December 2019.

The defined benefit pension deficit increased in the half year and was, before any associated deferred tax assets, GBP89.3 million at 30(th) June 2019 compared to GBP85.1 million at 31(st) December 2018.

 
  Adjusted cash flow                                   30(th) June   30(th) June 
                                                              2019          2018 
                                                              GBPm          GBPm 
                                                      ------------ 
 Adjusted operating profit                                   129.2         125.7 
 Depreciation and amortisation                                22.4          15.4 
 Adjusted earnings before interest, tax, 
  depreciation and amortisation                              151.6         141.1 
----------------------------------------------------  ------------  ------------ 
 Cash payments to pension schemes (more)/less 
  than the charge to adjusted operating profit               (2.4)         (0.4) 
 Equity-settled share plans                                    3.2           2.9 
 Working capital changes                                    (40.9)        (34.1) 
 Net capital expenditure (including software 
  and development)                                          (19.3)        (15.8) 
 Adjusted cash from operations                                92.2          93.7 
----------------------------------------------------  ------------  ------------ 
 Net interest                                                (3.2)         (4.1) 
 Income taxes paid                                          (36.2)        (28.9) 
 Adjusted free cash flow                                      52.8          60.7 
----------------------------------------------------  ------------  ------------ 
 Net dividends paid                                         (52.6)        (45.9) 
 Purchase of employee benefit trust shares/Proceeds 
  from issue of shares                                       (7.5)         (6.6) 
 Disposals/(Acquisitions) (including costs)                (137.7)         (2.9) 
 Repayments of principal under lease liabilities             (5.3)             - 
----------------------------------------------------  ------------  ------------ 
 Cash flow for the period                                  (150.3)           5.3 
----------------------------------------------------  ------------  ------------ 
 Exchange movements                                          (5.4)         (4.7) 
 Opening net debt                                          (235.8)       (373.6) 
----------------------------------------------------  ------------  ------------ 
 Net debt at 30(th) June                                   (391.5)       (373.0) 
----------------------------------------------------  ------------  ------------ 
 

Outlook

We continue to invest in the implementation of our strategy, which is enhancing our ability to outperform our markets and generate our own growth.

Our markets remain strongly influenced by industrial production growth rates. Our operating assumption for the remainder of the year is for relatively stable levels of global industrial production growth albeit at significantly reduced rates than experienced in 2018 and below previous estimates.

If exchange rates at the end of June were to remain unchanged until the end of the year we would anticipate minimal impact on either sales or profit due to foreign exchange movements. Variations in exchange rates are often volatile and unpredictable, therefore the actual impact could be significantly different.

The Group continues to have limited forward visibility of demand, with order books in the range of seven to eight weeks of order intake. In the Steam Specialties business, we anticipate levels of organic sales growth to more than halve in the second half of 2019 due to the weaker than originally forecast global industrial production environment as well as the non-repeat nature of some of the growth in the first half that included several large orders in China and Korea, Brexit stock build and a stronger than anticipated currency devaluation in Argentina. The strong start in Watson-Marlow, tempered by the macro-economic climate, leads to expectations of high single-digit growth for the year, while for Chromalox we are planning for similar levels of organic growth as experienced in the first half of the year.

Our expectation for the adjusted operating profit margin remains in line with that outlined in our full year results statement in March where we anticipated that the Group adjusted operating profit margin in 2019 would be at a similar level to 2018 despite the absence of the higher margin HygroMatik business and last year's devaluation-driven profit boost from Argentina.

While the strong performance in the first half of this year was ahead of our expectations, we believe that second half trading conditions will be below our earlier estimates. Therefore, overall, our full year expectations remain unchanged. Assuming no significant deterioration in trading conditions, the Board remains confident that the Group will continue to make progress in 2019.

Steam Specialties

 
                          HY 2018    Exchange    Organic   Acquisitions     HY 2019   Organic   Reported 
                                                            & disposals 
 Revenue                GBP348.9m   (GBP2.8m)   GBP26.6m      (GBP7.0m)   GBP365.7m       +8%        +5% 
                       ----------  ----------  ---------  -------------  ----------  --------  --------- 
 Adjusted operating 
  profit                 GBP81.5m   (GBP2.5m)    GBP7.0m      (GBP2.1m)    GBP83.9m       +9%        +3% 
                       ----------  ----------  ---------  -------------  ----------  --------  --------- 
 Adjusted operating 
  profit margin             23.4%                                             22.9%   +20 bps    -50 bps 
                       ----------  ----------  ---------  -------------  ----------  --------  --------- 
 Statutory operating 
  profit                 GBP77.8m                                          GBP81.1m                  +4% 
                       ----------  ----------  ---------  -------------  ----------  --------  --------- 
 Statutory operating 
  profit margin             22.3%                                             22.2%              -10 bps 
                       ----------  ----------  ---------  -------------  ----------  --------  --------- 
 

Market overview

Industrial production growth rates in the EMEA region steadily weakened throughout 2018 and this continued into 2019, averaging 0.7% during the first half of 2019. Germany and Italy both experienced contraction in industrial production during the first half of the year, as did a number of smaller markets in the region, such as Norway, Portugal and Turkey. Industrial production growth in the UK and South Africa was broadly flat, compared with the same period in the prior year, and was close to 1% in France and some of our smaller markets, such as the Czech Republic and Spain. Only a few markets, such as Denmark and Poland, experienced anything approaching robust growth. Brexit remained a cloud of uncertainty in the region throughout the period, with political change in Spain, Egypt and Turkey also contributing towards uncertainty in those countries.

Excluding China, industrial production growth in Asia Pacific was flat in the first half of the year. Industrial output in China was lower than the same period of 2018, with growth of around 5.8% in the first six months of the year. Including China, industrial production growth in the region averaged 3%. Korea, our second largest market in the region, saw contraction of over 2%, with Japan, Singapore, Thailand and Taiwan also experiencing a negative industrial production growth rate. Elsewhere in the region, industrial production growth was more mixed, with good growth in New Zealand, the Philippines and Indonesia, but lower growth rates of around 1% in Australia and India.

Within the Americas, North America saw relatively good growth in the first quarter of the year (buoyed by the USA) but saw a significant slowing of growth in the second quarter. Latin America experienced continued contraction in industrial production growth rates, with Argentina, Brazil, Chile and Mexico all experiencing negative growth in this period. The Argentine economy has continued to contract strongly in part due to political uncertainty in the run-up to the Presidential election in October.

Progress in the half year

Good progress was made in the Steam Specialties business in the first half of 2019, with reported sales of GBP365.7 million. Organically, revenue was up 8%. On a reported basis, revenue was ahead 5%, impacted by the sale of HygroMatik in the second half of 2018, as well as a small negative impact from exchange movements.

Adjusted operating profit was ahead of the prior year, at GBP83.9 million, up 9% on an organic basis. Adjusted operating profit was up 3% on a reported basis, impacted by the divestment of the strongly profitable HygroMatik and a negative exchange impact. On an organic basis, the adjusted operating profit margin was up 20 bps but was down 50 bps on a reported basis at 22.9%.

Gestra, which joined the Steam Specialties business in May 2017, saw more muted organic sales growth than in the prior year, due in part to its very strong performance in 2018 and the negative industrial production growth rate in Germany, its core market. In addition, distributor sales were affected by political and economic uncertainty in Europe, and weakening global industrial production growth rates led to a softening in OEM demand. Nevertheless, Gestra saw an increase in adjusted operating profit due to careful pricing and efficiency projects across the business.

Statutory operating profit for the Steam Specialties business increased from GBP77.8 million in the first half of 2018 to GBP81.1 million, driven by the factors outlined above, combined with a GBP0.9 million fall in the charge of acquisition-related intangibles.

Steam Specialties: Europe, Middle East and Africa (EMEA)

 
                          HY 2018    Exchange   Organic   Acquisitions     HY 2019   Organic   Reported 
                                                           & disposals 
 Revenue                GBP169.1m   (GBP1.7m)   GBP6.2m      (GBP7.0m)   GBP166.6m       +4%        -2% 
                       ----------  ----------  --------  -------------  ----------  --------  --------- 
 Adjusted operating 
  profit                 GBP35.8m   (GBP0.6m)   GBP1.2m      (GBP2.1m)    GBP34.3m       +4%        -4% 
                       ----------  ----------  --------  -------------  ----------  --------  --------- 
 Adjusted operating                                                                                 -60 
  profit margin             21.2%                                            20.6%     0 bps        bps 
                       ----------  ----------  --------  -------------  ----------  --------  --------- 
 Statutory operating 
  profit                 GBP33.3m                                         GBP32.4m                  -3% 
                       ----------  ----------  --------  -------------  ----------  --------  --------- 
 Statutory operating 
  profit margin             19.7%                                            19.4%              -30 bps 
                       ----------  ----------  --------  -------------  ----------  --------  --------- 
 

Progress in the half year

Against a backdrop of low or negative industrial production growth rates across our largest markets in the EMEA region, we achieved organic sales growth of 4%. At reported exchange rates and including the GBP7.0 million loss of revenue due to the divestment of HygroMatik, sales of GBP166.6 million were down 2%. In the first quarter of the year we saw a small benefit from customers building buffer stocks ahead of the UK's anticipated exit from the European Union on 29(th) March.

Organic sales growth in the region was generally robust, with good growth in the UK, Germany and Italy, and above market growth in France. Elsewhere in the region, we saw particularly strong growth in the Middle East, Eastern Europe, Russia and South Africa, with our new operating companies in Hungary, Romania and the Maghreb all making good progress. The implementation of our strategy delivered strong sales growth in our focused sectors of Food & Beverage, Healthcare and Oil & Gas, partially offset by a weaker OEM sector.

In March this year we reported some softening of demand for large projects in the latter half of 2018, which continued into 2019, although this was more than offset by growth in self-generated small projects as well as maintenance, repair and overhaul (MRO) base business.

Sales in Gestra grew more slowly, against a very tough comparison with the same period in the prior year, mostly due to a contraction in industrial production growth rates in Germany and global weakness in OEM markets.

At GBP34.3 million, adjusted operating profit was down 4% on a reported basis, impacted by the divestment of HygroMatik and exchange. Organically, adjusted operating profit increased by 4%, with both Spirax Sarco and Gestra contributing to this growth. Gestra benefited from improved pricing discipline and efficiencies. Spirax Sarco saw organic growth, despite incremental investments in emerging markets, as a result of operating leverage on the higher volumes and a favourable product mix arising from the higher proportion of MRO and small, self-generated project sales.

The adjusted operating profit margin fell by 60 bps to 20.6%. On an organic basis, excluding the impact of exchange and HygroMatik, the margin was flat.

Steam Specialties: Asia Pacific

 
                          HY 2018   Exchange    Organic   Acquisitions     HY 2019   Organic   Reported 
                                                           & disposals 
 Revenue                GBP104.7m    GBP0.4m   GBP11.7m              -   GBP116.8m      +11%       +12% 
                       ----------  ---------  ---------  -------------  ----------  --------  --------- 
 Adjusted operating 
  profit                 GBP28.5m    GBP0.4m    GBP4.7m              -    GBP33.6m      +16%       +18% 
                       ----------  ---------  ---------  -------------  ----------  --------  --------- 
 Adjusted operating                                                                     +130       +160 
  profit margin             27.2%                                            28.8%       bps        bps 
                       ----------  ---------  ---------  -------------  ----------  --------  --------- 
 Statutory operating 
  profit                 GBP28.2m                                         GBP33.6m                 +19% 
                       ----------  ---------  ---------  -------------  ----------  --------  --------- 
 Statutory operating                                                                               +190 
  profit margin             26.9%                                            28.8%                  bps 
                       ----------  ---------  ---------  -------------  ----------  --------  --------- 
 

Progress in the half year

Sales in Asia Pacific were up 11% organically despite weakening industrial production growth rates in the region. At GBP116.8 million reported sales were up 12%, with a marginal benefit from exchange. Sales in the first quarter were boosted by a small number of large Oil & Gas and Electronics projects from China and Korea, supported by good base business and an increase in self-generated sales. Following a strong start to the year, we began to see some weakening of demand in the second quarter as sales to OEMs, in particular, were impacted by the global softening in industrial production growth rates. The Food & Beverage, Healthcare and Pharmaceutical industries continued to grow, albeit at a slower pace.

China delivered excellent, double-digit, organic sales growth during the period, while our second largest operating company in the region, Korea, also saw double-digit growth. Elsewhere, in our smaller markets, the picture was more mixed with strong growth in Malaysia, Singapore and Thailand, but contraction in Japan, Australia and the Philippines. Our recently established wholly-owned direct sales company in India continued to make good progress with very strong sales growth.

Gestra, which has a small local presence in the region, contributed to sales growth and benefited from a new sales company in China, which commenced trading in April this year.

Adjusted operating profit increased to GBP33.6 million, a 16% organic increase. A positive exchange impact further increased profit, giving an 18% reported increase in profit over the prior year. The adjusted operating profit margin expanded by 160 bps, to 28.8% due to strong sales growth, pricing discipline and a small benefit from a positive product mix as a result of a larger proportion of self-generated project sales, as well as a benefit from the exchange tailwind. On an organic basis, the operating profit margin expanded by 130 bps.

Steam Specialties: The Americas

 
                         HY 2018    Exchange   Organic   Acquisitions    HY 2019   Organic   Reported 
                                                          & disposals 
 Revenue                GBP75.1m   (GBP1.5m)   GBP8.7m              -   GBP82.3m      +12%       +10% 
                       ---------  ----------  --------  -------------  ---------  --------  --------- 
 Adjusted operating 
  profit                GBP17.2m   (GBP2.3m)   GBP1.1m              -   GBP16.0m       +7%        -7% 
                       ---------  ----------  --------  -------------  ---------  --------  --------- 
 Adjusted operating                                                                    -80       -350 
  profit margin            22.9%                                           19.4%       bps        bps 
                       ---------  ----------  --------  -------------  ---------  --------  --------- 
 Statutory operating 
  profit                GBP16.3m                                        GBP15.1m                  -7% 
                       ---------  ----------  --------  -------------  ---------  --------  --------- 
 Statutory operating                                                                             -340 
  profit margin            21.7%                                           18.3%                  bps 
                       ---------  ----------  --------  -------------  ---------  --------  --------- 
 

Progress in the half year

At GBP82.3 million, reported sales were up 10%. Excluding a negative impact from exchange, sales were up 12% on an organic basis.

Organic sales in North America were ahead of the same period in the prior year. Spirax Sarco USA grew by 6%, aided by a strong order book carried over into 2019, which has now been realised. Sales in Latin America were strongly ahead, up 26% on an organic basis, despite a contraction in industrial production across much of the region. Organic sales growth benefited from the continued devaluation of the Argentine peso but to a much lesser extent than was seen in the prior year and this was negated by a corresponding exchange headwind.

The small Brazilian control valve manufacturer, Hiter Controls, which we acquired in 2016, had an excellent start to the year. Spirax Sarco Brazil was also strongly ahead as was our relatively new sales company in Colombia. Mexico, however, served as a drag on the Americas region as market uncertainty caused by continuing US-Mexican trade tensions undermined confidence and stifled investment in the country.

Gestra, which has a small local presence in the Americas, saw very strong organic sales growth.

Adjusted operating profit in the Americas was down 7% on a reported basis, at GBP16.0 million, as a result of a large foreign exchange headwind in Latin America. On an organic basis, adjusted operating profit was ahead 7%. Reported adjusted operating profit margin was down 350 bps at 19.4%. On an organic basis, the fall was 80 bps. Both the foreign exchange loss and the organic gain were affected by the continued devaluation of the Argentine peso to an approximately equal and opposite effect.

Steam Specialties business strategy update

With slowing global industrial production growth rates, and accompanying softening in demand for large projects, it is increasingly important to focus our efforts on strengthening the capabilities of our direct sales engineers to enhance their knowledge and equip them to deliver bespoke customer solutions, self-generating sales growth. The Spirax Sarco Academy has continued to play an essential role in the strategic implementation across all segments of the Steam Specialties business in the first half of 2019. Evidence of the successful implementation of the strategy can be found in the double-digit growth in self-generated sales that was achieved across much of the Asia Pacific region in the first half of this year, where a historical reliance on capital projects is gradually being replaced by a growth in MRO business and self-generated sales.

In support of customer service we commenced the roll out of a new CRM (customer relationship management) platform in the Americas segment, which will be in place across all our sales companies in the region by the end of the year. The new CRM platform will improve the robustness of our sales processes and help to deliver improved customer service in the region.

A new Gestra operating company began trading in China in April 2019. The new company demonstrates our commitment to the dual brand strategy within the Steam Specialties business, which is designed to provide customer choice while allowing each business to play to its strengths and address those industries where it has the greatest expertise. Elsewhere, in the Asia Pacific region, a new Spirax Sarco office, training centre and warehouse were opened in Thailand in March 2019. The new facilities will raise Spirax Sarco's brand image and increase our attractiveness as an employer.

The integration of Gestra into the Group is now almost complete. The company is benefiting from the relaunch of its brand, significantly improved customer targeting and investments in sales resource.

Steam Specialties outlook

Forecasts suggest that global industrial production growth rates will be low throughout the remainder of the year, with developed markets achieving growth of less than half of one percent in the second half of the year and emerging markets a little over 3%, giving a global annual growth rate of 1.6%, compared with 3.1% in 2018.

Even in the short term, however, the economic outlook remains difficult to predict as all of the global market risks and uncertainties that existed as we entered 2019 remain at the same level or higher. Lack of material progress in Brexit negotiations looks likely to continue to act as a drag on some customer investments in the UK and Europe. This, combined with the rapid slowing of industrial production growth in the USA in the second quarter of this year and indications that Chinese growth may slow further, suggests that market conditions in the second half of the year may be worse than those experienced in the first half of the year.

Growth in the first half of the year was boosted by a number of factors that we do not anticipate to repeat in the second half. This, coupled with economic uncertainty, leads us to believe that growth in the Steam Specialties business in the second half of the year will return to a more normal correlation to industrial production growth.

Despite the continuing uncertainty, our resilient business model, ability to self-generate sales and significant maintenance and repair revenues, mean that we anticipate a similar level of full year profitability in the Steam Specialties business as was delivered in 2018, which benefited from the higher margin HygroMatik business and a devaluation-driven profit boost from Argentina.

Chromalox

 
 
                         HY 2018   Exchange     Organic   Acquisitions    HY 2019   Organic   Reported 
                       ---------  ---------  ----------  -------------  ---------  --------  --------- 
 Revenue                GBP72.1m    GBP3.4m     GBP1.8m        GBP5.8m   GBP83.1m       +2%       +15% 
                       ---------  ---------  ----------  -------------  ---------  --------  --------- 
 Adjusted operating 
  profit                GBP10.6m    GBP0.6m   (GBP4.1m)        GBP1.0m    GBP8.1m      -37%       -24% 
                       ---------  ---------  ----------  -------------  ---------  --------  --------- 
 Adjusted operating                                                                    -560       -500 
  profit margin            14.7%                                             9.7%       bps        bps 
                       ---------  ---------  ----------  -------------  ---------  --------  --------- 
 Statutory operating 
  profit                 GBP4.6m                                          GBP1.7m                 -63% 
                       ---------  ---------  ----------  -------------  ---------  --------  --------- 
 Statutory operating                                                                              -440 
  profit margin             6.4%                                             2.0%                  bps 
                       ---------  ---------  ----------  -------------  ---------  --------  --------- 
 

Market overview

While broadly positive, slowing global industrial production growth rates, economic and political uncertainty arising from US-China and US-Mexico trade tensions, Brexit and governmental elections in a number of countries caused market uncertainty and large project investment hesitancy, particularly in the first four months of the year. Industrial production remained positive in Chromalox's largest market, the USA, although growth slowed significantly from over 4% in the second half of 2018 to only 1.4% in the second quarter of 2019.

Progress in the half year

Reported sales were ahead 15% compared with the same period in the prior year, at GBP83.1 million, boosted by a GBP3.4 million benefit from exchange and a GBP5.8 million contribution to sales from Thermocoax, which joined the Spirax-Sarco Engineering plc Group on 13(th) May 2019, adding 8% to first half revenues. Organically, sales increased by 2%, compared to a strong first half in 2018 that saw 7% growth. The cumulative growth in the first two years of ownership remains in line with our expectations at the time of acquisition.

Demand growth was weak in the first quarter of 2019, reflecting a market hesitation as a result of falling industrial production growth rates and a demanding comparison to the same period of 2018 that saw demand expand by double-digits. However, delayed project orders were confirmed in the latter months of the first half, expanding the order book by 8% and supporting sales growth expectations for the second half of the year. Sales in Europe were down, while Asia Pacific was strongly ahead of the same period in the prior year, as they benefited from shipping projects carried over from 2018.

Adjusted operating profit of GBP8.1 million was down 24% on a reported basis. A GBP1.0 million contribution to adjusted operating profit from Thermocoax and a small benefit from exchange, partially offset a 37% organic reduction. As previously reported, profit was significantly affected by a number of supply chain difficulties exposed by the rapid volume growth last year. We are actively addressing this and have recruited externally a new Vice President of Operations to oversee and improve management of the supply facilities. We have also invested in a number of efficiency initiatives to improve performance in the second half of this year. The profit in the half year includes the full effects of the 2018 revenue investments for growth and a restructuring charge in North America of GBP0.8 million that will provide annual benefits in the region of GBP2.0 million going forward. Losses in our European operations, 14% of revenues, increased by GBP2.3 million as manufacturing inefficiencies and lower throughput volumes were compounded by the shipment of lower margin projects secured in 2018. We are actively working on improvement plans to return our European operations to profitability over the course of the next two years.

At 9.7% the adjusted operating profit margin was 500 bps lower than the comparable period, for the reasons outlined above. In addition, a number of low-margin large orders from 2018 were shipped in the first half of this year creating a drag on margins. Despite this, the North American business, which represents 80% of Chromalox revenues, maintained a margin of above 20% before restructuring costs.

Statutory operating profit reduced from GBP4.6 million in the first half of 2018 to GBP1.7 million. The reduction is due to the factors outlined above plus a GBP0.4 million increase in acquisition-related costs, which included Thermocoax in 2019.

Strategy update

Chromalox joined the Group two years ago and our strategies for growth are progressing well, particularly expansion outside of its strong North American base. We are strengthening the business organically with the establishment of new sales offices, leveraging the existing Spirax Sarco infrastructure. In line with our acquisition strategy, European-based Thermocoax joined the Group in May. Our long-term expectations for the business remain unchanged.

Having entered a number of new territories for direct sales in 2018, during the first half of 2019 we focused on strengthening the direct sales teams already in place and expanding our direct sales presence in the USA. Following on from the 2018 conversion of the West Coast representatives to direct sales, we have converted the Midwest from distributor to direct sales, to ensure that our customers are able to benefit from the expertise and bespoke solutions offered by our sales engineers. While it is still early days, we have observed a promising uplift in business in this region as a result of the transition to direct sales. Expansion into Latin America is going well, albeit from a small base, and our most recent direct sales offices in the Nordics, Southern Europe and the UAE are progressing in line with our expectations.

Electrical thermal solutions specialist, Thermocoax, joined the Group in May, in line with our strategy to strengthen Chromalox outside its North American heartland. The acquisition, which is expected to grow at mid-single digits, had sales of EUR49.8 million and EBIT of EUR12.1 million in the year ended 31st December 2018. It expands our reach into a number of critical high-value applications where product cost is a secondary concern to reliability and performance, such as in the Semi-conductor, Nuclear, Aeronautics and Space industries. Chromalox will benefit from Thermocoax's strong market position in Europe, which will be reciprocated by strengthening Thermocoax's position in North America.

We have strengthened the Chromalox leadership team to ensure delivery of our strategic vision and to help overcome the operational challenges exposed by the company's very strong growth in 2018. In addition to the new Vice President of Operations, we have relocated a senior Finance Director from the Steam Specialties business to the USA into the position of Vice President of Finance and Administration. Also, we are finalising the appointment of a new President of the enlarged Chromalox business who will replace the previous President who left the company in March.

Outlook

Our expectations remain for organic sales growth ahead of global industrial production growth as we focus on maintaining a good level of base business and growth in small project sales, while delivering a number of large projects carried over from the previous year. We anticipate that a combination of improved operational efficiencies, increased operational gearing from seasonally higher second half shipments, benefits from the restructuring in the first half, improved pricing discipline and the acquisition of higher-margin Thermocoax, will result in the adjusted operating profit margin for the full year being similar to that reported in 2018.

Although market conditions have softened during the first six months of the year, we have a healthy order book and remain confident in our ability to improve Chromalox's performance and deliver sustainable profitable growth, therefore our longer-term expectations for this business remain unchanged.

Watson-Marlow

 
                          HY 2018   Exchange    Organic   Acquisitions     HY 2019   Organic   Reported 
                                                           & disposals 
 Revenue                GBP126.6m    GBP1.8m   GBP14.0m              -   GBP142.4m      +11%       +13% 
                       ----------  ---------  ---------  -------------  ----------  --------  --------- 
 Adjusted operating 
  profit                 GBP39.4m    GBP1.1m    GBP4.5m              -    GBP45.0m      +11%       +14% 
                       ----------  ---------  ---------  -------------  ----------  --------  --------- 
 Adjusted operating 
  profit margin             31.1%                                            31.6%   +10 bps    +50 bps 
                       ----------  ---------  ---------  -------------  ----------  --------  --------- 
 Statutory operating 
  profit                 GBP35.6m                                         GBP40.2m                 +13% 
                       ----------  ---------  ---------  -------------  ----------  --------  --------- 
 Statutory operating 
  profit margin             28.1%                                            28.2%              +10 bps 
                       ----------  ---------  ---------  -------------  ----------  --------  --------- 
 

Market overview

Watson-Marlow's geographic presence and wide industrial customer base is broadly similar to the Steam Specialties business and, as such, the economic conditions and industrial production growth rates experienced by Watson-Marlow in its markets are reflective of those experienced elsewhere in the Group. The Pharmaceutical & Biotechnology industry, which accounts for approximately 45% of Watson-Marlow's sales, has continued to experience good growth across all geographic regions, as has the Medical Devices & Diagnostics sector, which now represents over 6% of the business' sales. The uptake of single-use technology within this sector continues to be strong, benefiting Watson-Marlow Tubing and BioPure's product ranges in particular. Industrial markets have generally experienced overall growth, but with regional and sector variations.

Progress in the half year

On an organic basis sales increased by 11% and a small currency tailwind boosted sales giving reported sales of GBP142.4 million, a 13% increase over the same period in the prior year. All geographic regions experienced growth, with EMEA performing particularly strongly with our young operating companies in Ireland and the UAE delivering strong growth. In Asia Pacific performance was more varied, with China and Japan seeing excellent growth while some of our smaller markets found conditions more challenging. North America enjoyed solid growth, with our young operating company in Canada achieving good growth. Despite challenging economic conditions in Latin America, most of our operations delivered solid growth, with Brazil seeing good growth in the Mining, Environmental, Pharmaceutical & Biotechnology sectors, while Argentina experienced particularly strong growth in the Food & Beverage industry.

Watson-Marlow's adjusted operating profit was ahead 14% at GBP45.0 million, consisting of 11% organic growth supplemented by a 3% boost from currency movements. The adjusted operating profit margin expanded 50 bps to 31.6% at reported rates, with the organic operating profit margin ahead by 10 bps.

Watson-Marlow's statutory operating profit increased from GBP35.6 million in the first half of 2018 to GBP40.2 million, due to the factors outlined above, plus an additional GBP1.0 million increase in the amortisation of acquisition-related intangible assets.

Strategy update

Watson-Marlow continued to broaden its global footprint and in 2019 three new operating companies were established and began trading: Watson-Marlow Philippines, Watson-Marlow Colombia and Watson-Marlow Iberia (located in Spain), and a direct sales presence was established in Portugal.

A number of new products were launched to market (as outlined in the Strategic implementation section).

During the first half of the year, we commenced the construction of Aflex Hose's new, purpose-built

16,200m(2) manufacturing facility in Yorkshire, which will consolidate Aflex's four existing factories into one, at a net capital cost of GBP18 million.

In addition to investing in the business and developing our people, a central element of our long-term strategy for growth is ensuring that we have a pipeline of talent, our employees of the future. Important to this is breaking down gender stereotypes to encourage women to consider a career in engineering. To this end, in June, Watson-Marlow hosted Spirax-Sarco Engineering plc's annual International Women in Engineering Day celebrations. Over 60 school students participated in a day of activities. The company then hosted a networking event, with four inspirational speakers, including Non-Executive Director, Jane Kingston, followed by a panel discussion.

Outlook

The short-term economic outlook is expected to be relatively similar to the first half of the year with positive but lower industrial production growth than in the prior year. The market drivers in Watson-Marlow's key industries, particularly Pharmaceutical & Biotechnology, Food & Beverage and Environmental, remain robust, but general industry and OEM's may be affected by any market slowdown. Given the strong start to the year our expectation is for high single-digit organic growth for the year with an adjusted operating profit margin similar to that seen in the prior year.

PRINCIPAL RISKS AND UNCERTAINTIES

The Group has processes in place to identify, evaluate and mitigate the principal risks that could have an adverse impact on the Group's performance. The principal risks, together with a brief description of why they are relevant, are set out below. Details of how they link with the Group's strategy and how mitigation is managed are included in the Group's 2018 Annual Report on pages 30 to 33. The Risk Management Committee has reviewed these risks and concluded that they represent the current position and remain relevant for the second half of the financial year.

A summary of the Group's key risks and uncertainties is:

   --   Economic and political instability 

Economic and political instability, including the impact of regime changes, creates risks for our locally-based direct operations.

   --   Significant exchange rate movements 

The Group reports its results and pays dividends in sterling, while its operating and manufacturing companies trade in local currency. The nature of the Group's business necessarily results in exposure to exchange rate volatility.

   --   Cybersecurity 

A significant cybersecurity breach could result in a loss of important information and prevent the Group operating at maximum efficiency.

   --   Failure to realise acquisition objectives 

Failure to realise acquisition objectives would impact the financial performance of the Group.

   --   Loss of manufacturing output at any Group factory 

Loss of manufacturing output at any important plant risks serious disruption to sales operations.

   --   Breach of legal and regulatory requirements (including ABC laws) 

The Group is subject to many different laws and regulations, including the General Data Protection Regulation and anti-bribery and corruption legislation. Breaching laws or regulations could have serious consequences for the Group.

   --   Loss of critical supplier 

The loss of a critical supplier could lead to logistical difficulties and delayed deliveries.

   --   Health, safety and environmental risks 

A major health, safety or environmental incident could cause total or partial closure of a manufacturing facility. As a premium provider of safety-critical products, a breach of these requirements would also have reputational consequences for the Group.

Uncertainty surrounding Brexit continues, with a "no deal" exit from the European Union remaining a possibility. The Group's Risk Management Committee continues to monitor the situation carefully and the plans put into place, as outlined in the 2018 Annual Report on page 29, are still relevant and applicable as we go into the second half of 2019.

The Group has prepared for the application of tariffs for goods moving in and out of Europe, as disclosed within the Governance Report in the 2018 Annual Report, on page 69. We have also put in place a month's buffer stock of raw materials and components in the UK and finished goods outside the UK equating to an additional two weeks' usage. Assuming an orderly Brexit we would expect inventory levels to return to normal levels by the end of the year. The additional cost to the Income Statement of building and maintaining these inventories is expected to be in the region of GBP0.8 million in 2019, while the adverse impact on global inventory levels during the first half of 2019 was GBP5.0 million.

We have modelled potential tariff impacts and believe that these would be more than compensated for by a devaluation in sterling following a "no deal" Brexit.

We are well prepared and well placed to take on the challenges and identify the opportunities resulting from a UK exit from the EU. We have navigated periods of economic and political uncertainty in many different places around the world and have a long and successful history of doing so. The Board, the Group Executive Committee and the Risk Management Committee continue to monitor on-going Brexit negotiations and will apply or adjust the Group's planned response accordingly.

INDEPENT REVIEW REPORT TO SPIRAX-SARCO ENGINEERING PLC

We have been engaged by the Company to review the condensed set of Financial Statements in the Half Year Financial Report for the six months ended 30(th) June 2019, which comprises the Condensed Consolidated Statement of Financial Position, the Condensed Consolidated Income Statement, the Condensed Consolidated Statement of Comprehensive Income, the Condensed Consolidated Statement of Changes in Equity, the Condensed Consolidated Statement of Cash Flows and related Notes 1 to 14. We have read the other information contained in the Half Year Financial Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of Financial Statements.

This Report is made solely to the Company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council. Our work has been undertaken so that we might state to the Company those matters we are required to state to it in an Independent Review Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this Report, or for the conclusions we have formed.

Directors' responsibilities

The Half Year Financial Report is the responsibility of, and has been approved by, the Directors. The Directors are responsible for preparing the Half Year Financial Report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in Note 1, the annual Financial Statements of the Group are prepared in accordance with IFRS as adopted by the European Union. The condensed set of Financial Statements included in this Half Year Financial Report has been prepared in accordance with International Accounting Standard 34 (Interim Financial Reporting) as adopted by the European Union.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of Financial Statements in the Half Year Financial Report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of Financial Statements in the Half Year Financial Report for the six months ended 30(th) June 2019 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Deloitte LLP

Statutory Auditor, London, United Kingdom

6(th) August 2019

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
                                            Notes        30(th)        30(th)   31(st) December 
                                                           June          June              2018 
                                                           2019          2018              GBPm 
                                                           GBPm          GBPm 
                                                    (unaudited)   (unaudited)         (audited) 
-----------------------------------------  ------  ------------  ------------  ---------------- 
 ASSETS 
 Non-current assets 
 Property, plant and equipment                            238.6         225.8             230.8 
 Right-of-use assets                          1            38.4        -               - 
 Goodwill                                                 440.5         359.2             368.0 
 Other intangible assets                                  329.8         280.2             277.2 
 Prepayments                                                6.2           5.9               6.2 
 Deferred tax assets                                       44.3          34.3              41.3 
-----------------------------------------  ------  ------------  ------------  ---------------- 
                                                        1,097.8         905.4             923.5 
-----------------------------------------  ------  ------------  ------------  ---------------- 
 Current assets 
 Inventories                                              193.9         157.4             160.6 
 Trade receivables                                        256.1         226.4             245.1 
 Other current assets                                      36.4          35.5              32.9 
 Taxation recoverable                                       4.3           9.4               4.6 
 Cash and cash equivalents                    9           166.2         176.3             187.1 
-----------------------------------------  ------  ------------  ------------  ---------------- 
                                                          656.9         605.0             630.3 
-----------------------------------------  ------  ------------  ------------  ---------------- 
 Total assets                                           1,754.7       1,510.4           1,553.8 
-----------------------------------------  ------  ------------  ------------  ---------------- 
 
 EQUITY AND LIABILITIES 
 Current liabilities 
 Trade and other payables                                 161.3         135.7             167.0 
 Provisions                                                 4.0           5.9               5.0 
 Bank overdrafts                              9             0.4           1.7               0.4 
 Short-term borrowings                        9            41.3          19.7              15.7 
 Current portion of long-term borrowings      9            56.1          39.1              41.5 
 Short-term lease liabilities                1/9           11.4        -               - 
 Current tax payable                                       24.4          21.3              23.7 
-----------------------------------------  ------  ------------  ------------  ---------------- 
                                                          298.9         223.4             253.3 
-----------------------------------------  ------  ------------  ------------  ---------------- 
 Net current assets                                       358.0         381.6             377.0 
-----------------------------------------  ------  ------------  ------------  ---------------- 
 
 Non-current liabilities 
 Long-term borrowings                         9           459.9         488.8             365.3 
 Long-term lease liabilities                 1/9           29.9        -               - 
 Deferred tax liabilities                                  91.9          73.3              76.8 
 Post-retirement benefits                     8            89.3          75.0              85.1 
 Provisions                                                 3.7           3.1               3.7 
 Long-term payables                                         3.2           2.5               2.7 
-----------------------------------------  ------  ------------  ------------  ---------------- 
                                                          677.9         642.7             533.6 
-----------------------------------------  ------  ------------  ------------  ---------------- 
 Total liabilities                                        976.8         866.1             786.9 
-----------------------------------------  ------  ------------  ------------  ---------------- 
 Net assets                                               777.9         644.3             766.9 
-----------------------------------------  ------  ------------  ------------  ---------------- 
 Equity 
 Share capital                                             19.8          19.8              19.8 
 Share premium account                                     78.6          75.6              77.8 
 Other reserves                                            19.3           8.6              22.2 
 Retained earnings                                        659.3         539.3             646.0 
-----------------------------------------  ------  ------------  ------------  ---------------- 
 Equity shareholders' funds                               777.0         643.3             765.8 
 Non-controlling interest                                   0.9           1.0               1.1 
-----------------------------------------  ------  ------------  ------------  ---------------- 
 Total equity                                             777.9         644.3             766.9 
-----------------------------------------  ------  ------------  ------------  ---------------- 
 Total equity and liabilities                           1,754.7       1,510.4           1,553.8 
-----------------------------------------  ------  ------------  ------------  ---------------- 
 

CONDENSED CONSOLIDATED INCOME STATEMENT

 
                              Six months to 30(th)                        Six months to 30(th)                     Year ended 31(st) 
                                    June 2019                                   June 2018                            December 2018 
                     Adjusted        Adj't          Total        Adjusted        Adj't         Total       Adjusted      Adj't       Total 
                        GBPm          GBPm           GBPm           GBPm          GBPm          GBPm          GBPm        GBPm        GBPm 
                    (unaudited)   (unaudited)    (unaudited)    (unaudited)   (unaudited)   (unaudited)    (audited)   (audited)   (audited) 
-----------------  ------------  ------------  --------------  ------------  ------------  -------------  ----------  ----------  ---------- 
 Revenue (Note 
  3)                      591.2        -                591.2         547.6        -               547.6    1,153.3        -        1,153.3 
 Operating 
  costs                 (462.0)        (16.5)         (478.5)       (421.9)        (13.8)        (435.7)    (888.4)      34.2       (854.2) 
-----------------  ------------  ------------  --------------  ------------  ------------  -------------  ----------  ----------  ---------- 
 Operating 
  profit (Note 
  2/3)                    129.2        (16.5)           112.7         125.7        (13.8)          111.9     264.9       34.2        299.1 
-----------------  ------------  ------------  --------------  ------------  ------------  -------------  ----------  ----------  ---------- 
 Financial 
  expenses                (5.3)        -                (5.3)         (5.7)        -               (5.7)    (11.4)         -        (11.4) 
 Financial 
  income                    0.7        -                  0.7           0.6        -                 0.6      1.1          -          1.1 
-----------------  ------------  ------------  --------------  ------------  ------------  -------------  ----------  ----------  ---------- 
 Net financing 
  expense (Note 
  4)                      (4.6)        -                (4.6)         (5.1)        -               (5.1)    (10.3)         -        (10.3) 
-----------------  ------------  ------------  --------------  ------------  ------------  -------------  ----------  ----------  ---------- 
 Profit before 
  taxation                124.6        (16.5)           108.1         120.6        (13.8)          106.8     254.6       34.2        288.8 
-----------------  ------------  ------------  --------------  ------------  ------------  -------------  ----------  ----------  ---------- 
 Taxation (Note 
  5)                     (36.1)           3.6          (32.5)        (32.7)           3.4         (29.3)    (70.4)        5.0       (65.4) 
-----------------  ------------  ------------  --------------  ------------  ------------  -------------  ----------  ----------  ---------- 
 Profit for 
  the period               88.5        (12.9)            75.6          87.9        (10.4)           77.5     184.2       39.2        223.4 
-----------------  ------------  ------------  --------------  ------------  ------------  -------------  ----------  ----------  ---------- 
 Attributable 
  to: 
 Equity 
  shareholders             88.4        (12.9)            75.5          87.8        (10.4)           77.4     183.9       39.2        223.1 
 Non-controlling 
  interest                  0.1        -                  0.1           0.1        -                 0.1      0.3          -          0.3 
-----------------  ------------  ------------  --------------  ------------  ------------  -------------  ----------  ----------  ---------- 
 Profit for 
  the period               88.5        (12.9)            75.6          87.9        (10.4)           77.5     184.2       39.2        223.4 
-----------------  ------------  ------------  --------------  ------------  ------------  -------------  ----------  ----------  ---------- 
 
   Earnings per 
   share 
 Basic earnings 
  per share 
  (Note 2/6)             120.0p                        102.4p        119.2p                       105.1p    250.0p                  303.1p 
 Diluted earnings 
  per share 
  (Note 2/6)             119.7p                        102.2p        118.9p                       104.8p    249.1p                  302.0p 
-----------------  ------------  ------------  --------------  ------------  ------------  -------------  ----------  ----------  ---------- 
 Dividends 
 Dividends 
  per share 
  (Note 7)                                              32.0p                                      29.0p                            100.0p 
-----------------  ------------  ------------  --------------  ------------  ------------  -------------  ----------  ----------  ---------- 
 Dividends 
  paid (per 
  share) (Note 
  7)                                                    71.0p                                      62.0p                             91.0p 
-----------------  ------------  ------------  --------------  ------------  ------------  -------------  ----------  ----------  ---------- 
 

Adjusted figures exclude certain items as detailed in Notes 2 and 3. All amounts relate to continuing operations. The Notes on pages 26 to 44 form an integral part of the Interim Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
                                                        Six months          Six months          Year ended 
                                                         to 30(th)           to 30(th)              31(st) 
                                                              June                June            December 
                                                              2019                2018                2018 
                                                              GBPm                GBPm                GBPm 
                                                       (unaudited)         (unaudited)           (audited) 
----------------------------------------------  ------------------  ------------------  ------------------ 
 Profit for the period                                        75.6                77.5               223.4 
----------------------------------------------  ------------------  ------------------  ------------------ 
 Items that will not be reclassified 
  to profit or loss: 
 Remeasurement (loss)/gain on post-retirement 
  benefits                                                   (5.5)                11.4               (5.9) 
 Deferred tax on remeasurement loss/(gain) 
  on post-retirement benefits                                  1.7               (2.1)                 1.2 
----------------------------------------------  ------------------  ------------------  ------------------ 
                                                             (3.8)                 9.3               (4.7) 
----------------------------------------------  ------------------  ------------------  ------------------ 
 Items that may be reclassified subsequently 
  to profit or loss: 
 Exchange (loss)/gain on translation 
  of foreign operations and net investment 
  hedges                                               (1.8)               (9.1)                4.2 
 Loss on cash flow hedges net of tax                         (1.2)         (0.4)               (0.1) 
----------------------------------------------  ------------------  ------------------  ------------------ 
                                                             (3.0)               (9.5)          4.1 
----------------------------------------------  ------------------  ------------------  ------------------ 
 Total comprehensive income for the 
  period                                                      68.8                77.3               222.8 
----------------------------------------------  ------------------  ------------------  ------------------ 
 Attributable to: 
 Equity shareholders                                          68.7                77.2               222.5 
 Non-controlling interest                                      0.1                 0.1                 0.3 
----------------------------------------------  ------------------  ------------------  ------------------ 
 Total comprehensive income for the 
  period                                                      68.8                77.3               222.8 
----------------------------------------------  ------------------  ------------------  ------------------ 
 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
 For the period ended                                    Share                                                                    Equity   Non-controlling 
  30(th) June 2019                                     premium                                                             shareholders'          interest 
                                                                                                                                   funds              GBPm 
  (unaudited)                          Share           account                    Other                Retained                     GBPm                                  Total 
                                     capital                                                           earnings                                                          equity 
                                        GBPm              GBPm                 reserves                    GBPm                                                            GBPm 
                                                                                   GBPm 
----------------------  --------------------  ----------------  -----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Balance at 1(st) 
  January 
  2019                                  19.8              77.8                     22.2                   646.0                    765.8               1.1                766.9 
----------------------  --------------------  ----------------  -----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Adoption of IFRS 16 
  (Note 1)                                 -                 -                        -                   (2.9)                    (2.9)                 -                (2.9) 
 Balance at 1(st) 
  January 
  2019 (restated)                       19.8              77.8                     22.2                   643.1                    762.9               1.1                764.0 
----------------------  --------------------  ----------------  -----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Profit for the period                     -                 -                        -                    75.5                     75.5               0.1                 75.6 
----------------------  --------------------  ----------------  -----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Other comprehensive 
  (expense)/income: 
 Exchange loss on 
  translation 
  of foreign 
  operations 
  and net investment 
  hedges                                   -                 -                    (1.8)                       -                    (1.8)                 -                (1.8) 
 Remeasurement loss on 
  post-retirement 
  benefits                                 -                 -                        -                   (5.5)                    (5.5)                 -                (5.5) 
 Deferred tax on 
  remeasurement 
  loss on 
  post-retirement 
  benefits                                 -                 -                        -                     1.7                      1.7                 -                  1.7 
 Loss on cash flow 
  hedges 
  reserve                                  -                 -                    (1.2)                       -                    (1.2)                 -                (1.2) 
----------------------  --------------------  ----------------  -----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Total other 
  comprehensive 
  expense for the 
  period                                   -                 -                    (3.0)                   (3.8)                    (6.8)                 -                (6.8) 
----------------------  --------------------  ----------------  -----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Total comprehensive 
  (expense)/income for 
  the period                               -                 -                    (3.0)                    71.7                     68.7               0.1                 68.8 
----------------------  --------------------  ----------------  -----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Contributions by and 
 distributions to 
 owners 
 of the Company: 
 Dividends paid                            -                 -                        -                  (52.3)                   (52.3)             (0.3)               (52.6) 
 Equity-settled share 
  plans net of tax                         -                 -                        -                   (1.8)                    (1.8)                 -                (1.8) 
 Issue of share 
  capital                                  -               0.8                        -                       -                      0.8                 -                  0.8 
 Employee Benefit 
  Trust 
  shares                                   -                 -                    (1.3)                       -                    (1.3)                 -                (1.3) 
 Transfer between 
  reserves                                 -                 -                      1.4                   (1.4)                        -                 -                    - 
----------------------  --------------------  ----------------  -----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Balance at 30(th) 
  June 
  2019                                  19.8              78.6                     19.3                   659.3                    777.0               0.9                777.9 
----------------------  --------------------  ----------------  -----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 

Other reserves represent the Group's translation, net investment hedge, cash flow hedge, capital redemption and Employee Benefit Trust reserves. The non-controlling interest is a 2.5% share of Spirax-Sarco (Korea) Ltd held by employee shareholders.

 
 For the period ended                                    Share                                                                    Equity   Non-controlling 
  30(th) June 2018                                     premium                                                             shareholders'          interest 
                                                                                                                                   funds              GBPm 
  (unaudited)                          Share           account                    Other                Retained                     GBPm                                  Total 
                                     capital                                                           earnings                                                          equity 
                                        GBPm              GBPm                 reserves                    GBPm                                                            GBPm 
                                                                                   GBPm 
----------------------  --------------------  ----------------  -----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Balance at 1(st) 
  January 
  2018                                  19.8              75.1                     19.3                   494.2                    608.4               1.1                609.5 
----------------------  --------------------  ----------------  -----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Adoption of IFRS 15                       -                 -                        -                     0.7                      0.7                 -                  0.7 
----------------------  --------------------  ----------------  -----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Balance at 1(st) 
  January 
  2018 (restated)                       19.8              75.1                     19.3                   494.9                    609.1               1.1                610.2 
----------------------  --------------------  ----------------  -----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Profit for the period                     -                 -                        -                    77.4                     77.4               0.1                 77.5 
----------------------  --------------------  ----------------  -----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Other comprehensive 
  (expense)/income: 
 Exchange loss on 
  translation 
  of foreign 
  operations 
  and net investment 
  hedges                                   -                 -                    (9.1)                       -                    (9.1)                 -                (9.1) 
 Remeasurement gain on 
  post-retirement 
  benefits                                 -                 -                        -                    11.4                     11.4                 -                 11.4 
 Deferred tax on 
  remeasurement 
  gain on 
  post-retirement 
  benefits                                 -                 -                        -                   (2.1)                    (2.1)                 -                (2.1) 
 Loss on cash flow 
  hedges 
  reserve                                  -                 -                    (0.4)                       -                    (0.4)                 -                (0.4) 
----------------------  --------------------  ----------------  -----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Total other 
  comprehensive 
  (expense)/ income 
  for 
  the period                               -                 -                    (9.5)                     9.3                    (0.2)                 -                (0.2) 
----------------------  --------------------  ----------------  -----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Total comprehensive 
  (expense)/income for 
  the period                               -                 -                    (9.5)                    86.7                     77.2               0.1                 77.3 
----------------------  --------------------  ----------------  -----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Contributions by and 
 distributions to 
 owners 
 of the Company: 
 Dividends paid                            -                 -                        -                  (45.7)                   (45.7)             (0.2)               (45.9) 
 Equity-settled share 
  plans net of tax                         -                 -                        -                     3.4                      3.4                 -                  3.4 
 Issue of share 
  capital                                  -               0.5                        -                       -                      0.5                 -                  0.5 
 Employee Benefit 
  Trust 
  shares                                   -                 -                    (1.2)                       -                    (1.2)                 -                (1.2) 
----------------------  --------------------  ----------------  -----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Balance at 30(th) 
  June 
  2018                                  19.8              75.6                      8.6                   539.3                    643.3               1.0                644.3 
----------------------  --------------------  ----------------  -----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 
 
 For the period                                     Share                                                                   Equity   Non-controlling 
 ended                              Share         premium                   Other                Retained            shareholders'          interest                Total 
 31(st) December                  capital         account                reserves                earnings                    funds              GBPm               equity 
 2018                                GBPm            GBPm                    GBPm                    GBPm                     GBPm                                   GBPm 
 (audited) 
-------------------  --------------------  --------------  ----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Balance at 1(st) 
  January 
  2018                               19.8            75.1                    19.3                   494.2                    608.4               1.1                609.5 
-------------------  --------------------  --------------  ----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Adoption of IFRS 
  15                                    -               -                       -                     0.7                      0.7                 -                  0.7 
-------------------  --------------------  --------------  ----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Balance at 1(st) 
  January 
  2018 (restated)                    19.8            75.1                    19.3                   494.9                    609.1               1.1                610.2 
-------------------  --------------------  --------------  ----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Profit for the 
  period                                -               -                       -                   223.1                    223.1               0.3                223.4 
-------------------  --------------------  --------------  ----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Other 
 comprehensive 
 (expense)/income: 
 Exchange gain on 
  translation 
  of foreign 
  operations 
  and net 
  investment hedges                     -               -                     4.2                       -                      4.2                 -                  4.2 
 Remeasurement loss 
  on 
  post-retirement 
  benefits                              -               -                       -                   (5.9)                    (5.9)                 -                (5.9) 
 Deferred tax on 
  remeasurement 
  loss on 
  post-retirement 
  benefits                              -               -                       -                     1.2                      1.2                 -                  1.2 
 Loss on cash flow 
  hedges 
  reserve                               -               -                   (0.1)                       -                    (0.1)                 -                (0.1) 
-------------------  --------------------  --------------  ----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Total other 
  comprehensive 
  (expense)/income 
  for 
  the year                              -               -                     4.1                   (4.7)                    (0.6)                 -                (0.6) 
-------------------  --------------------  --------------  ----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Total 
  comprehensive 
  income for the 
  period                                -               -                     4.1                   218.4                    222.5               0.3                222.8 
-------------------  --------------------  --------------  ----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Contributions by 
 and 
 distributions to 
 owners 
 of the Company: 
 Dividends paid                         -               -                       -                  (67.0)                   (67.0)             (0.3)               (67.3) 
 Equity-settled 
  share 
  plans net of tax                      -               -                       -                   (0.3)                    (0.3)                 -                (0.3) 
 Issue of share 
  capital                               -             2.7                       -                       -                      2.7                 -                  2.7 
 Employee Benefit 
  Trust 
  shares                                -               -                   (1.2)                       -                    (1.2)                 -                (1.2) 
-------------------  --------------------  --------------  ----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 Balance at 31(st) 
  December 
  2018                               19.8            77.8                    22.2                   646.0                    765.8               1.1                766.9 
-------------------  --------------------  --------------  ----------------------  ----------------------  -----------------------  ----------------  ------------------- 
 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 
                                      Notes       Six months                 Six months                     Year ended 
                                                   to 30(th)                  to 30(th)                31(st) December 
                                                        June                       June                           2018 
                                                        2019                       2018                           GBPm 
                                                        GBPm                       GBPm 
                                                 (unaudited)                (unaudited)                      (audited) 
-----------------------------------  ------  ---------------  -------------------------  ----------------------------- 
 Cash flows from operating 
 activities 
 Profit before taxation                                108.1                      106.8              288.8 
 Depreciation, amortisation and 
  impairment                                            35.3                       29.1               58.1 
 Profit on disposal of fixed 
  assets                                               (0.5)                      (0.3)              (8.6) 
 Profit on disposal of subsidiary                   -                                -               (47.4) 
 Reversal of acquisition-related                         1.0                         -                 - 
 fair value adjustments to 
 inventory 
 Cash payments to the pension 
  schemes greater than the charge 
  to operating profit                                  (2.4)                      (0.4)              (10.1) 
 Equity-settled share plans                              3.2                        2.9               5.7 
 Net finance expense                                     4.6                        5.1               10.3 
-----------------------------------  ------  ---------------  -------------------------  ----------------------------- 
 Operating cash flow before changes 
  in working capital and provisions                    149.3                      143.2              296.8 
 Change in trade and other 
  receivables                                          (3.2)                      (0.3)              (16.0) 
 Change in inventories                                (17.1)                     (15.7)              (15.5) 
 Change in provisions                                  (0.1)                      (0.1)               0.8 
 Change in trade and other payables                   (19.8)                     (18.0)               8.1 
-----------------------------------  ------  ---------------  -------------------------  ----------------------------- 
 Cash generated from operations                        109.1                      109.1              274.2 
 Interest paid                                         (3.9)                      (4.7)              (7.7) 
 Income taxes paid                                    (36.2)                     (28.9)              (61.6) 
-----------------------------------  ------  ---------------  -------------------------  ----------------------------- 
 Net cash from operating activities                     69.0                       75.5              204.9 
-----------------------------------  ------  ---------------  -------------------------  ----------------------------- 
 
 Cash flows from investing 
 activities 
 Purchase of property, plant 
  & equipment                                         (14.6)                     (14.1)              (33.5) 
 Proceeds from sale of property, 
  plant and equipment                                    1.8                        3.1               11.9 
 Purchase of software and other 
  intangibles                                          (3.0)                      (3.5)              (8.3) 
 Development expenditure 
  capitalised                                          (3.5)                      (1.3)              (1.6) 
 Disposal of subsidiary                             -                                -                51.5 
 Acquisition of businesses net 
  of cash acquired                     13            (117.6)                      (2.9)                          (2.7) 
 Interest received                                       0.7                        0.6                            1.1 
-----------------------------------  ------  ---------------  -------------------------  ----------------------------- 
 Net cash from/(used in) investing 
  activities                                         (136.2)                     (18.1)                           18.4 
-----------------------------------  ------  ---------------  -------------------------  ----------------------------- 
 
 Cash flows from financing 
 activities 
 Proceeds from issue of share 
  capital                                                0.8                        0.5                            1.8 
 Employee Benefit Trust share 
  purchase                                             (8.2)                      (6.7)                          (6.7) 
 Repaid borrowings                      9             (49.6)                     (46.3)                        (111.6) 
 New borrowings                         9              165.1                       69.5                            0.1 
 Repayment of lease liabilities         9              (5.3)                      (0.1)                              - 
 Dividends paid (including 
  minorities)                                         (52.6)                     (45.9)                         (67.3) 
-----------------------------------  ------  ---------------  -------------------------  ----------------------------- 
 Net cash from/(used in) financing 
  activities                                            50.2                     (29.0)                        (183.7) 
-----------------------------------  ------  ---------------  -------------------------  ----------------------------- 
 
 Net change in cash and cash 
  equivalents                           9             (17.0)                       28.4                           39.6 
 Net cash and cash equivalents 
  at beginning of period                9              186.7                      151.6                          151.6 
 Exchange movement                      9              (3.9)                      (5.4)                          (4.5) 
-----------------------------------  ------  ---------------  -------------------------  ----------------------------- 
 Net cash and cash equivalents 
  at end of period                      9              165.8                      174.6                          186.7 
-----------------------------------  ------  ---------------  -------------------------  ----------------------------- 
 Borrowings                             9            (557.3)                    (547.6)                        (422.5) 
-----------------------------------  ------  ---------------  -------------------------  ----------------------------- 
 Net debt at the end of the period      9            (391.5)                    (373.0)                        (235.8) 
-----------------------------------  ------  ---------------  -------------------------  ----------------------------- 
 
 

NOTES TO THE FINANCIAL STATEMENTS

   1.    BASIS OF PREPARATION 

Spirax-Sarco Engineering plc is a company domiciled in the UK. The Condensed Consolidated Interim Financial Statements of Spirax-Sarco Engineering plc and its subsidiaries (the Group) for the six months ended 30(th) June 2019 have been prepared in accordance with IAS 34 (Interim Financial Reporting), as adopted by the European Union. The accounting policies applied are consistent with those set out in the 2018 Spirax-Sarco Engineering plc Annual Report except for IFRS 16 (Leases) and IFRIC 23 (Uncertainty Over Income Tax Treatments), which have been adopted in the current year.

These Condensed Consolidated Interim Financial Statements do not include all the information required for full annual statements and should be read in conjunction with the 2018 Annual Report. The comparative figures for the year ended 31(st) December 2018 do not constitute the Group's statutory Financial Statements for that financial year as defined in Section 434 of the Companies Act 2006. The Financial Statements of the Group for the year ended 31(st) December 2018 were prepared in accordance with International Financial Reporting Standards adopted by the European Union. The statutory Consolidated Financial Statements for Spirax-Sarco Engineering plc in respect of the year ended 31(st) December 2018 have been reported on by the Company's auditor and delivered to the registrar of companies. The report of the auditor was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006. The Consolidated Financial Statements of the Group in respect of the year ended 31(st) December 2018 are available upon request from Mr A. J. Robson, General Counsel and Company Secretary, Charlton House, Cheltenham, Gloucestershire, GL53 8ER, United Kingdom or on www.spiraxsarcoengineering.com.

The Condensed Consolidated Interim Financial Statements for the six months ended 30(th) June 2019, which have been reviewed by the auditor in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council, were authorised by the Board on 6(th) August 2019.

The Half Year Report and Interim Financial Statements (Half Year Report) has been prepared solely to provide additional information to shareholders as a body to assess the Group's strategies and the potential for those strategies to succeed. This Half Year Report should not be relied upon by any other party or for any other purpose.

GOING CONCERN

Having made enquiries and reviewed the Group's plans and available financial facilities, the Board has a reasonable expectation that the Group has adequate resources to continue its operational existence for at least 12 months from the date of signing the 2019 Half Year Report. For this reason, it continues to adopt the going concern basis in preparing the Condensed Consolidated Interim Financial Statements.

NEW STANDARDS ADOPTED IN THE CURRENT YEAR

IFRS 16 (Leases)

The Group adopted IFRS 16 (Leases) using the modified retrospective approach on 1(st) January 2019. IFRS 16 introduces new requirements for lessee and lessor accounting, with the distinction between operating lease and finance lease no longer applying for lessees. Under IFRS 16, a lessee is required to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of a low value when new. The new standard also requires depreciation of the asset to be recognised separately from the interest expense on the lease liability.

As a result of adopting IFRS 16, the difference between the asset and liability recognised on 1(st) January 2019 has been shown as an adjustment to opening retained earnings within the Consolidated Statement of Changes in Equity.

The exemptions taken by the Group on transition are detailed below. For any new leases entered into after 1(st) January 2019, the lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the incremental borrowing rate for the related geographical location. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability and by reducing the carrying amount to reflect the lease payments made.

The right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement date and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

The Group has elected to use the following transition practical expedients:

a) The definition of a lease in accordance with IAS 17 and IFRIC 4 will continue to be applied to leases entered or changed before 1(st) January 2019, and as a result we have not reassessed whether a contract is or contains a lease on transition.

b) Leases with a determined lease term of less than 12 months remaining from 1(st) January 2019 have been treated as short term.

c) Initial direct costs have been excluded from the measurement of the right-of-use asset for all leases entered into or changed before 1(st) January 2019.

Furthermore, the Group has also elected to make use of the following exemptions provided by IFRS 16:

a) Leases with a determined lease term of 12 months or less from the commencement of the lease will be treated as short term and therefore not included in the right-of-use asset or lease liability. Instead, lease costs will be recognised on a straight-line basis across the life of the lease.

b) Leases for which the underlying asset is of low value when new will be exempt from the requirements to value a right-of-use asset and lease liability. Instead, lease costs will be recognised on a straight-line basis across the life of the lease. To apply this exemption, a threshold of GBP5,000 has been utilised to define "low value".

c) Lease and non-lease components will not be separated; therefore, each lease component and any associated non-lease component will be accounted for as a single component.

d) Where applicable, IFRS 16 will be applied to a portfolio of leases with similar characteristics.

The impact on the Financial Statements on transitioning is as follows:

Statement of Financial Position

a) Right-of-use assets were capitalised, totalling GBP37.1m. The vast majority of this value (GBP28.0m) results from leased property where the Group leases a number of office and warehouse sites in a number of geographical locations. The remaining GBP9.1m is largely made up of leased motor vehicles, where the Group makes use of leasing cars for sales and service engineers at a number of operating company locations.

b) Lease liabilities were recognised totalling GBP40.0m, split between GBP10.2m relating to amounts due within 12 months from 1(st) January 2019 and GBP29.8m relating to amounts due after 1(st) January 2020.

c) As a result of the Group using the modified-retrospective approach, all property lease assets were valued as if IFRS 16 had always applied since the commencement of those leases. This led to a difference between the right-of-use asset capitalised and the corresponding lease liability. The difference between these values of GBP2.9m has been recognised as an adjustment to opening retained earnings.

Income Statement

a) The impact on the Income Statement for the six months to 30(th) June 2019 is an increase in operating profit of GBP0.6m compared to the operating profit had IAS 17 continued to apply. This is made up of a reduction in operating lease rentals of GBP5.9m offset by a depreciation charge of GBP5.3m. Once taking into account an additional GBP0.6m of lease liability interest, the overall impact on profit before tax in the six months to 30th June 2019 is GBPnil.

b) The total expense relating to exempt leases (being short term, low value or variable lease payments not included in the lease liability) was GBP0.9m.

Statement of Cash Flows

a) Net cash inflow from operating activities for the six months to 30(th) June 2019 increased by GBP5.3m as a result of the principal payments made on lease liabilities being reclassified from cash generated from operations to financing activities.

   b)    Net cash outflow from financing activities increased by GBP5.3m as a result of the above. 

c) There is no impact on the net change in cash and cash equivalents as a result of the implementation of

IFRS 16.

IFRIC 23 (Uncertainty Over Income Tax Treatments)

The Group adopted the guidance set out in IFRIC 23 (Uncertainty Over Income Tax Treatments). International Accounting Standard (IAS) 12 specifies how to account for current and deferred tax, but not how to reflect the effects of uncertainty.

The guidance issued by the International Financial Reporting Interpretations Committee (IFRIC) in IFRIC 23 provides requirements that add to the requirements in IAS 12 by specifying how to reflect the effects of uncertainty in accounting for income taxes. The guidance issued by the IFRIC provides clarification on when to recognise a liability arising from an uncertainty, how to measure the uncertainty, the unit of account to be used, the risk of detection of uncertainty and how to consider changes in facts and circumstances that impact on the measurement.

The impact of adoption of the guidance in IFRIC 23 is no change in the provision at 1(st) January 2019.

NEW STANDARDS AND INTERPRETATIONS NOT YET ADOPTED

Certain new standards, amendments to standards and interpretations are not yet effective for the period ended 30(th) June 2019 and have, therefore, not been applied in preparing these Condensed Consolidated Interim Financial Statements. These standards are not expected to have a material impact on the Group in the current or future reporting periods.

The economy in Argentina remains subject to high inflation. At 30(th) June 2019 we have concluded that applying IAS 29 (Financial Reporting in Hyperinflationary Economies) is not required as the impact of adopting is not material. We will continue to assess the position going forward.

SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES

The preparation of Interim Financial Statements, in conformity with adopted IFRS, requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amount of assets and liabilities, income and expense. Actual results may differ from these estimates. In preparing these Condensed Consolidated Interim Financial Statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Consolidated Financial Statements for the year ended 31(st) December 2018.

CAUTIONARY STATEMENTS

This Half Year Report contains forward-looking statements. These have been made by the Directors in good faith based on the information available to them up to the time of their approval of this Report. The Directors can give no assurance that these expectations will prove to have been correct. Due to the inherent uncertainties, including both economic and business risk factors underlying such forward-looking information, actual results may differ materially from those expressed or implied by these forward-looking statements. The Directors undertake no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

RESPONSIBILITY STATEMENT

The Directors confirm that to the best of their knowledge:

-- This Condensed Consolidated set of Interim Financial Statements has been prepared in accordance with IAS 34 (Interim Financial Reporting), as adopted by the European Union;

   --      The interim management report includes a fair review of the information required by: 

a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the Condensed Consolidated Financial Statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year.

b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year that have materially affected the financial position or performance of the entity during that period, and any changes in the related party transactions described in the last Annual Report that could do so.

The Directors of Spirax-Sarco Engineering plc on 6(th) August 2019 are the same as those listed in the 2018 Annual Report on pages 72 and 73, with the exception of:

-- Caroline Johnstone, who joined the Board as an Independent Non-Executive Director on 5(th) March 2019;

-- Clive Watson, who stepped down from the Board at the conclusion of the AGM on 15(th) May 2019;

-- Kevin Thompson, who joined the Board as Independent Non-Executive Director and Chair of the Audit Committee on 15(th) May 2019; and

-- Dr Trudy Schoolenberg, who was promoted to the position of Senior Independent Director, following Clive's departure.

N. J. Anderson

Group Chief Executive

6(th) August 2019

K. J. Boyd

Chief Financial Officer

6(th) August 2019

On behalf of the Board

   2.    ADJUSTED PERFORMANCE MEASURES 

The Group reports under International Financial Reporting Standards (IFRS) and also uses adjusted performance measures where the Board believes that they help to effectively monitor the performance of the Group, users of the Financial Statements might find them informative and an aid to comparison with our peers. Certain adjusted performance measures also form a meaningful element of Executive Directors' annual bonuses. A definition of the adjusted performance measures and a reconciliation to the closest IFRS equivalent are disclosed below.

Adjusted operating profit

Adjusted operating profit excludes items that are considered to be significant in nature and/or quantum and where treatment as an adjusted item provides stakeholders with additional useful information to assess the period-on-period trading performance of the Group and an aid to comparison with our peers. The Group excludes such items which management have defined as:

   --    Amortisation and impairment of acquisition-related intangible assets; 
   --    Impairment of goodwill; 
   --    Costs associated with acquisition and disposal; 
   --    Reversal of acquisition-related fair value adjustments to inventory; 
   --    Changes in deferred consideration payable on acquisitions; 
   --    Profit or loss on disposal of subsidiary; 
   --    Significant restructuring costs; 
   --    Foreign exchange gains and losses on borrowings; 
   --    Significant profits or losses on disposal of property; and 
   --    Significant plan amendments and/or legal rulings requiring a past service cost or credit for post-retirement benefit plans. 

A reconciliation between operating profit as reported under IFRS and adjusted operating profit is given below.

 
                                                 Six months    Six months        Year ended 
                                                  to 30(th)     to 30(th)   31(st) December 
                                                  June 2019     June 2018              2018 
                                                       GBPm                            GBPm 
                                                                     GBPm 
-----------------------------------------------  ----------  ------------  ---------------- 
Operating profit as reported under IFRS               112.7         111.9             299.1 
Amortisation of acquisition-related intangible 
 assets                                                13.0          13.5              25.2 
Acquisition-related items                               2.5           0.3             (0.2) 
Reversal of acquisition-related fair value 
 adjustments to inventory                               1.0             -         - 
Profit on disposal of subsidiary                          -             -            (47.4) 
Profit on disposal of property                            -             -             (6.5) 
Equalising guaranteed minimum pensions for 
 the UK post-retirement benefit plans                     -             -               0.7 
Post-retirement benefit plan in the USA being 
 frozen to future accrual                                 -             -             (6.0) 
Adjusted operating profit                             129.2         125.7             264.9 
-----------------------------------------------  ----------  ------------  ---------------- 
 

Adjusted earnings per share

 
                                                Six months  Six months        Year ended 
                                                 to 30(th)   to 30(th)   31(st) December 
                                                 June 2019   June 2018              2018 
----------------------------------------------  ----------  ----------  ---------------- 
Profit for the period attributable to equity 
 holders as reported under IFRS (GBPm)                75.5        77.4             223.1 
Items excluded from adjusted operating profit 
 disclosed above (GBPm)                               16.5        13.8            (34.2) 
Tax effects on adjusted items (GBPm)                 (3.6)       (3.4)             (5.0) 
Adjusted profit for the period attributable 
 to equity holders (GBPm)                             88.4        87.8             183.9 
Weighted average shares in issue (million)            73.7        73.6              73.6 
Basic adjusted earnings per share                   120.0p      119.2p            250.0p 
Diluted weighted average shares in issue 
 (million)                                            73.8        73.8              73.8 
Diluted adjusted earnings per share                 119.7p      118.9p            249.1p 
----------------------------------------------  ----------  ----------  ---------------- 
 

Basic adjusted earnings per share is defined as adjusted profit for the period attributable to equity holders divided by the weighted average number of shares in issue. Diluted adjusted earnings per share is defined as adjusted profit for the period attributable to equity holders divided by the diluted weighted average number of shares in issue.

Basic and diluted EPS calculated on an IFRS profit basis are included in Note 6.

Adjusted cash flow

A reconciliation showing the items that bridge between net cash from operating activities as reported under IFRS to adjusted cash from operations is given below.

 
                                                     Six months  Six months 
                                                      to 30(th)   to 30(th)    Year ended 
                                                      June 2019   June 2018        31(st) 
                                                           GBPm        GBPm      December 
                                                                                     2018 
                                                                                     GBPm 
---------------------------------------------------  ----------  ----------  ------------ 
Net cash from operating activities as reported 
 under IFRS                                                69.0        75.5         204.9 
Acquisition and disposal costs                              2.5         0.3           0.2 
Capital expenditure excluding acquired intangibles 
 from acquisitions                                       (19.3)      (15.8)        (31.5) 
Movement in provisions                                    (0.1)         0.1         (0.8) 
Tax paid                                                   36.2        28.9          61.6 
Interest paid                                               3.9         4.7           7.7 
Adjusted cash from operations                              92.2        93.7         242.1 
---------------------------------------------------  ----------  ----------  ------------ 
 

Adjusted cash conversion in the first half was 71% (2018: 75%). Cash conversion is calculated as adjusted cash from operations divided by adjusted operating profit. The adjusted cash flow is included in the Review of Operations on page 7.

Capital employed

This is an important non-statutory measure which the Board uses to help it effectively monitor the performance of the Group. More information on Capital employed can be found in the Review of Operations on page 7.

An analysis of the components is as follows:

 
 
                                                30(th)                                30(th)           31(st) December 
                                                  June                                  June                      2018 
 Capital                                          2019                                  2018                      GBPm 
 Employed                                         GBPm                                  GBPm 
----------------  ------------------------------------  ------------------------------------  ------------------------ 
Property, plant 
 and equipment                                   238.6                                 225.8                     230.8 
Non-current 
 prepayments                                       6.2                                   5.9                       6.2 
Inventories                                      193.9                                 157.4                     160.6 
Trade 
 receivables                                     256.1                                 226.4                     245.1 
Other current 
 assets                                           36.4                                  35.5                      32.9 
Tax recoverable                                    4.3                                   9.4                       4.6 
Trade, other 
 payables and 
 current 
 provisions                                    (165.3)                               (141.6)                   (172.0) 
Current tax 
 payable                                        (24.4)                                (21.3)                    (23.7) 
IFRS 16 
 right-of-use 
 assets less 
 liabilities                                     (2.9)                                     -                         - 
----------------  ------------------------------------  ------------------------------------  ------------------------ 
Capital employed                                 542.9                                 497.5                     484.5 
----------------  ------------------------------------  ------------------------------------  ------------------------ 
 

A reconciliation of capital employed to net assets as reported under IFRS and disclosed in the Consolidated Statement of Financial Position is given below.

 
                                                           30(th)             30(th)     31(st) 
                                                        June 2019          June 2018   December 
                                                             GBPm                          2018 
                                                                                GBPm       GBPm 
----------------------------------------------  -----------------  -----------------  --------- 
Capital employed                                            542.9              497.5      484.5 
Goodwill and other intangible assets                        770.3              639.4      645.2 
Post-retirement benefits                                   (89.3)             (75.0)     (85.1) 
Net deferred tax                                           (47.6)             (39.0)     (35.5) 
Non-current provisions and long-term payables               (6.9)              (5.6)      (6.4) 
Net debt                                                  (391.5)            (373.0)    (235.8) 
----------------------------------------------  -----------------  -----------------  --------- 
Net assets as reported under IFRS                           777.9              644.3      766.9 
----------------------------------------------  -----------------  -----------------  --------- 
 

Net debt including IFRS 16

A reconciliation between net debt and net debt including IFRS 16 is given below. A breakdown of the balances that are included within net debt is given within Note 9. Net debt excludes IFRS 16 lease liabilities to enable comparability with prior years.

 
                                        30(th)             30(th)  31(st) December 
                                     June 2019          June 2018             2018 
                                          GBPm               GBPm             GBPm 
---------------------------  -----------------  -----------------  --------------- 
Net debt                               (391.5)            (373.0)          (235.8) 
IFRS 16 lease liabilities               (41.3)                  -                - 
Net debt including IFRS 16             (432.8)            (373.0)          (235.8) 
---------------------------  -----------------  -----------------  --------------- 
 

Earnings before interest, tax, depreciation and amortisation (EBITDA)

EBITDA is calculated by adding back depreciation and amortisation of property, plant and equipment, software and development to adjusted operating profit. When calculated at a half year it is based on the results for the last 12 months all translated at the exchange rate used for the half year period.

Net debt to EBITDA

To assess the size of the net debt balance relative to the size of the earnings for the Group, we analyse net debt as a proportion of EBITDA.

Organic measures

As we are a multi-national Group, with companies that trade in a diverse range of currencies and because we regularly acquire and sometimes dispose of companies, we also refer to organic performance measures throughout the half year results. Organic measures are at constant currency and exclude contributions from acquisitions or disposals. The Board believes that this allows users of the accounts to gain a further understanding of how the Group has performed.

Exchange translation movements are assessed by re-translating prior period reported values to current period exchange rates. Exchange transaction impacts on operating profit are assessed on the basis of transactions being at constant currency between years.

Any acquisitions and disposals that occurred in either the current period or prior period are excluded from the results of both the prior and current period at current period exchange rates.

A reconciliation of the movement in revenue and adjusted operating profit compared to the prior period is given below:

 
                     Six months                                                Six months 
                      to 30(th)                            Acquisitions         to 30(th) 
                      June 2018    Exchange    Organic    and disposals         June 2019    Organic    Reported 
-------------------  ----------  ----------  ---------  ---------------  ----------------  ---------  ---------- 
Revenue               GBP547.6m     GBP2.4m   GBP42.4m        (GBP1.2m)         GBP591.2m        +8%         +8% 
Adjusted operating 
 profit               GBP125.7m   (GBP0.8m)    GBP5.4m        (GBP1.1m)         GBP129.2m        +4%         +3% 
Adjusted operating                                                                               -70        -110 
 profit margin            23.0%                                                     21.9%        bps         bps 
-------------------  ----------  ----------  ---------  ---------------  ----------------  ---------  ---------- 
 

The reconciliation for each segment is included in the Review of Operations.

   3.    SEGMENTAL REPORTING 

As required by IFRS 8 (Operating Segments), the following segmental information is presented in a consistent format with management information considered by the Board.

Analysis by location of operation

 
 Six months to 30(th)                         Inter-                    Total     Adjusted     Adjusted 
  June 2019                    Gross         segment                operating    operating    operating 
                             revenue         revenue     Revenue       profit       profit       profit 
                                GBPm            GBPm        GBPm         GBPm         GBPm       margin 
                                                                                                      % 
------------------------  ----------  --------------  ----------  -----------  -----------  ----------- 
 Europe, Middle East 
  & Africa                     190.1          (23.5)       166.6         32.4         34.3        20.6% 
 Asia Pacific                  120.1           (3.3)       116.8         33.6         33.6        28.8% 
 Americas                       86.3           (4.0)        82.3         15.1         16.0        19.4% 
------------------------  ----------  --------------  ----------  -----------  -----------  ----------- 
 Steam Specialties             396.5          (30.8)       365.7         81.1         83.9        22.9% 
 Chromalox                      83.1               -        83.1          1.7          8.1         9.7% 
 Watson-Marlow                 142.4               -       142.4         40.2         45.0        31.6% 
 Corporate expenses                                                    (10.3)        (7.8) 
------------------------  ----------  --------------  ----------  -----------  -----------  ----------- 
                               622.0          (30.8)       591.2        112.7        129.2        21.9% 
 Intra Group                  (30.8)            30.8 
------------------------  ----------  --------------  ----------  -----------  -----------  ----------- 
 Total                         591.2               -       591.2        112.7        129.2        21.9% 
------------------------  ----------  --------------  ----------  -----------  -----------  ----------- 
 
 Net finance expense                                                    (4.6)        (4.6) 
 Profit before taxation                                                 108.1        124.6 
------------------------  ----------  --------------  ----------  -----------  -----------  ----------- 
 
 Six months to 30(th)                         Inter-                    Total     Adjusted     Adjusted 
  June 2018                    Gross         segment                operating    operating    operating 
                             revenue         revenue     Revenue       profit       profit       profit 
                                GBPm            GBPm        GBPm         GBPm         GBPm       margin 
                                                                                                      % 
------------------------  ----------  --------------  ----------  -----------  -----------  ----------- 
 Europe, Middle East 
  & Africa                     192.1          (23.0)       169.1         33.3         35.8        21.2% 
 Asia Pacific                  107.3           (2.6)       104.7         28.2         28.5        27.2% 
 Americas                       78.9           (3.8)        75.1         16.3         17.2        22.9% 
------------------------  ----------  --------------  ----------  -----------  -----------  ----------- 
 Steam Specialties             378.3          (29.4)       348.9         77.8         81.5        23.4% 
 Chromalox                      72.1               -        72.1          4.6         10.6        14.7% 
 Watson-Marlow                 126.6               -       126.6         35.6         39.4        31.1% 
 Corporate expenses                                                     (6.1)        (5.8) 
------------------------  ----------  --------------  ----------  -----------  -----------  ----------- 
                               577.0          (29.4)       547.6        111.9        125.7        23.0% 
 Intra Group                  (29.4)            29.4 
------------------------  ----------  --------------  ----------  -----------  -----------  ----------- 
 Total                         547.6               -       547.6        111.9        125.7        23.0% 
------------------------  ----------  --------------  ----------  -----------  -----------  ----------- 
 
 Net finance expense                                                    (5.1)        (5.1) 
 Profit before taxation                                                 106.8        120.6 
------------------------  ----------  --------------  ----------  -----------  -----------  ----------- 
 
 
 
 Year ended                                         Inter-                                         Total             Adjusted            Adjusted 
 31(st)                            Gross            segment                                        operating         operating           operating 
 December                          revenue          revenue                    Revenue             profit            profit              profit 
 2018                              GBPm             GBPm                       GBPm                GBPm              GBPm                margin 
                                                                                                                                         % 
---------------  -------------------------  ---------------  -------------------------  --------------------  ----------------  ------------------ 
 Europe, Middle 
  East 
  & Africa                           390.8       (46.4)                344.4                           111.5        69.3               20.1% 
 Asia Pacific                        238.2       (5.5)                 232.7                            69.9        63.9               27.5% 
 Americas                            164.1       (7.7)                 156.4                            41.1        36.9               23.6% 
---------------  -------------------------  ---------------  -------------------------  --------------------  ----------------  ------------------ 
 Steam 
  Specialties                        793.1       (59.6)                733.5                           222.5        170.1              23.2% 
 Chromalox                           154.6         -                   154.6                            12.1        22.8               14.7% 
 Watson-Marlow                       265.2         -                   265.2                            77.5        84.8               32.0% 
 Corporate 
  expenses                                                                                            (13.0)       (12.8) 
---------------  -------------------------  ---------------  -------------------------  --------------------  ----------------  ------------------ 
                                   1,212.9       (59.6)               1,153.3                          299.1        264.9              23.0% 
 Intra Group                        (59.6)             59.6 
---------------  -------------------------  ---------------  -------------------------  --------------------  ----------------  ------------------ 
 Total                             1,153.3                -           1,153.3                          299.1        264.9              23.0% 
---------------  -------------------------  ---------------  -------------------------  --------------------  ----------------  ------------------ 
 
 Net finance 
  expense                                                                                             (10.3)       (10.3) 
 Profit before 
  taxation                                                                                             288.8        254.6 
---------------  -------------------------  ---------------  -------------------------  --------------------  ----------------  ------------------ 
 

The total operating profit for each period includes certain items, as analysed below:

 
 Six months to 30(th)                                                                    Reversal of 
  June 2019                           Amortisation                               acquisition-related 
                            of acquisition-related     Acquisition-related    fair value adjustments 
                                 intangible assets                   items              to inventory     Total 
                                              GBPm                    GBPm                      GBPm      GBPm 
-----------------------  -------------------------  ----------------------  ------------------------  -------- 
 Europe, Middle East & 
  Africa                                     (1.9)                       -                         -     (1.9) 
 Asia Pacific                                    -                       -                         -         - 
 Americas                                    (0.9)                       -                         -     (0.9) 
-----------------------  -------------------------  ----------------------  ------------------------  -------- 
 Steam Specialties                           (2.8)                       -                         -     (2.8) 
 Chromalox                                   (5.4)                       -                     (1.0)     (6.4) 
 Watson-Marlow                               (4.8)                       -                         -     (4.8) 
 Corporate expenses                              -                   (2.5)                         -     (2.5) 
-----------------------  -------------------------  ----------------------  ------------------------  -------- 
 Total                                      (13.0)                   (2.5)                     (1.0)    (16.5) 
-----------------------  -------------------------  ----------------------  ------------------------  -------- 
 
 
 Six months to 30(th) June 2018               Amortisation 
                                    of acquisition-related 
                                         intangible assets     Acquisition     Total 
                                                      GBPm           costs      GBPm 
                                                                      GBPm 
--------------------------------  ------------------------  --------------  -------- 
 Europe, Middle East & Africa                        (2.5)               -     (2.5) 
 Asia Pacific                                        (0.3)               -     (0.3) 
 Americas                                            (0.9)               -     (0.9) 
--------------------------------  ------------------------  --------------  -------- 
 Steam Specialties                                   (3.7)               -     (3.7) 
 Chromalox                                           (6.0)               -     (6.0) 
 Watson-Marlow                                       (3.8)               -     (3.8) 
 Corporate expenses                                      -           (0.3)     (0.3) 
--------------------------------  ------------------------  --------------  -------- 
 Total                                              (13.5)           (0.3)    (13.8) 
--------------------------------  ------------------------  --------------  -------- 
 
 
 Year ended              Amortisation 
 31(st)                            of        Profit                           Equalising            USA pension 
 December 2018    acquisition-related            on    Acquisition-related       GMP for            plan frozen 
                           intangible      disposal                  costs        the UK              to future 
                               assets            of                   GBPm       pension                accrual    Total 
                                 GBPm    subsidiary                                plans                   GBPm     GBPm 
                                                and                                 GBPm 
                                           property 
                                               GBPm 
---------------  --------------------  ------------  ---------------------  ------------  ---------------------  ------- 
 Europe, Middle 
  East & Africa                 (4.4)          47.4                  (0.1)      (0.7)                        -      42.2 
 Asia Pacific                   (0.5)           6.5                      -        -                          -       6.0 
 Americas                       (1.8)             -                      -        -                         6.0      4.2 
---------------  --------------------  ------------  ---------------------  ------------  ---------------------  ------- 
 Steam 
  Specialties                   (6.7)          53.9                  (0.1)      (0.7)                       6.0     52.4 
 Chromalox                     (10.7)             -                      -        -                          -    (10.7) 
 Watson-Marlow                  (7.8)             -                    0.5        -                          -     (7.3) 
 Corporate 
  expenses                          -             -                  (0.2)        -                          -     (0.2) 
---------------  --------------------  ------------  ---------------------  ------------  ---------------------  ------- 
 Total                         (25.2)          53.9                    0.2      (0.7)                       6.0     34.2 
---------------  --------------------  ------------  ---------------------  ------------  ---------------------  ------- 
 

Net financing income and expense

 
                                                 Six months                   Six months             Year ended 31(st) 
                                             to 30(th) June               to 30(th) June                 December 2018 
                                                       2019                         2018 
                                                       GBPm                         GBPm                          GBPm 
 Europe, Middle East & Africa                         (0.4)                        (0.5)                         (1.1) 
 Asia Pacific                                         (0.1)                        (0.1)                             - 
 Americas                                             (0.3)                        (0.3)                         (0.8) 
------------------------------  ---------------------------  ---------------------------  ---------------------------- 
 Steam Specialties                                    (0.8)                        (0.9)                         (1.9) 
 Chromalox                                            (0.2)                            -                             - 
 Watson-Marlow                                        (0.2)                        (0.1)                         (0.1) 
 Corporate                                            (3.4)                        (4.1)                         (8.3) 
------------------------------  ---------------------------  ---------------------------  ---------------------------- 
 Total net financing expense                          (4.6)                        (5.1)                        (10.3) 
------------------------------  ---------------------------  ---------------------------  ---------------------------- 
 

Net assets

 
                                 30(th) June 2019                   30(th) June 2018                31(st) December 
                                                                                                          2018 
                           Assets       Liabilities            Assets        Liabilities          Assets   Liabilities 
                            GBPm         GBPm                   GBPm          GBPm                 GBPm           GBPm 
-------------------  ------------  ----------------  ----------------  -----------------  --------------  ------------ 
 Europe, Middle 
  East 
  & Africa                  426.5           (107.5)             402.2       (100.4)                407.6     (115.0) 
 Asia Pacific               168.1            (33.3)             161.1        (28.9)                162.2     (41.6) 
 Americas                   115.8            (42.7)             106.5        (33.8)                113.8     (39.3) 
-------------------  ------------  ----------------  ----------------  -----------------  --------------  ------------ 
 Steam Specialties          710.4           (183.5)             669.8       (163.1)                683.6     (195.9) 
 Chromalox                  584.6            (36.7)        394.1             (23.6)                409.3     (28.9) 
 Watson-Marlow              244.9            (41.3)             226.5        (35.5)                227.9     (38.7) 
-------------------  ------------  ----------------  ----------------  -----------------  --------------  ------------ 
                          1,539.9           (261.5)           1,290.4       (222.2)              1,320.8     (263.5) 
 Liabilities              (261.5)                             (222.2)                            (263.5) 
 Net deferred tax          (47.6)                              (39.0)                             (35.5) 
 Net current tax 
  payable                  (20.1)                              (11.9)                             (19.1) 
 Lease liabilities         (41.3)                            -                                   - 
 Net debt                 (391.5)                             (373.0)                            (235.8) 
-------------------  ------------  ----------------  ----------------  -----------------  --------------  ------------ 
 Net assets                 777.9                               644.3                              766.9 
-------------------  ------------  ----------------  ----------------  -----------------  --------------  ------------ 
 

Capital additions, depreciation, amortisation and impairment

 
                                        Six months to                                     Six months to                                    Year ended 
                                       30(th) June 2019                                  30(th) June 2018                                31(st) December 
                                                                                                                                              2018 
                                                   Depreciation,                                    Depreciation,                                    Depreciation, 
                                                    amortisation                                     amortisation                                     amortisation 
                                       Capital    and impairment                        Capital    and impairment                        Capital    and impairment 
                                     additions              GBPm                      additions              GBPm                      additions              GBPm 
                                          GBPm                                             GBPm                                             GBPm 
---------------  -----------------------------  ----------------  -----------------------------  ----------------  -----------------------------  ---------------- 
 Europe, Middle 
  East & Africa                           15.9              10.0                            9.2               8.0                           18.5              17.1 
 Asia Pacific                             11.7               4.3                            2.3               3.7                            4.9               7.1 
 Americas                                  7.4               3.5                            1.8               3.0                            4.5               5.9 
---------------  -----------------------------  ----------------  -----------------------------  ----------------  -----------------------------  ---------------- 
 Steam 
  Specialties                             35.0              17.8                           13.3              14.7                           27.9              30.1 
 Chromalox                                79.3               7.9                            2.3               7.5                            6.0              13.6 
 Watson-Marlow                            19.0               9.6                           11.6               6.9                           18.6              14.4 
---------------  -----------------------------  ----------------  -----------------------------  ----------------  -----------------------------  ---------------- 
 Total                                   133.3              35.3                           27.2              29.1                           52.5              58.1 
---------------  -----------------------------  ----------------  -----------------------------  ----------------  -----------------------------  ---------------- 
 

Capital additions include property, plant and equipment at 30(th) June 2019 of GBP22.7m; at 30(th) June 2018 of GBP14.3m; and at 31(st) December 2018 of GBP33.5m; of which at 30(th) June 2019 GBP8.1m; at 30(th) June 2018 GBP0.2m and 31(st) December 2018 GBP0.2m was from acquisitions in the period. Capital additions also include other intangible assets at 30(th) June 2019 of GBP67.1m; at 30(th) June 2018 of GBP12.9m; and at 31(st) December 2018 of GBP19.0m of which at 30(th) June 2019 GBP60.2m; at 30(th) June 2018 GBP8.1m and at 31(st) December 2018 GBP9.1m relates to acquired intangibles from acquisitions in the period. Right-of-use asset additions of GBP43.5m occurred during the six month period to 30(th) June 2019, of which GBP37.1m relates to additions on 1(st) January 2019 as a result of transition to IFRS 16, with the remaining GBP6.4m relating to new leases entered into in 2019.

   4.    NET FINANCING INCOME AND EXPENSE 
 
                                                    Six months              Six months                Year ended 
                                                     to 30(th)               to 30(th)                 31(st) December 
                                                          June                    June                 2018 
                                                          2019                    2018                 GBPm 
                                                          GBPm                    GBPm 
--------------------------------------  ----------------------  ----------------------  ------------------------------ 
 Financial expenses: 
 Bank and other borrowing interest 
  payable                                                (3.5)                   (4.7)                           (9.4) 
 Interest expense on lease liabilities                   (0.6)                       -                               - 
 Net interest on pension scheme 
  liabilities                                            (1.2)                   (1.0)                           (2.0) 
--------------------------------------  ----------------------  ----------------------  ------------------------------ 
                                                         (5.3)                   (5.7)                          (11.4) 
--------------------------------------  ----------------------  ----------------------  ------------------------------ 
 Financial income: 
 Bank interest receivable                                  0.7                     0.6                             1.1 
 Net financing expense                                   (4.6)                   (5.1)                          (10.3) 
--------------------------------------  ----------------------  ----------------------  ------------------------------ 
 
 Net pension scheme financial expense                    (1.2)                   (1.0)                           (2.0) 
 Interest expense on lease liabilities                   (0.6)                       -                               - 
 Net bank interest                                       (2.8)                   (4.1)                           (8.3) 
--------------------------------------  ----------------------  ----------------------  ------------------------------ 
 Net financing expense                                   (4.6)                   (5.1)                          (10.3) 
--------------------------------------  ----------------------  ----------------------  ------------------------------ 
 
   5.    TAXATION 

Taxation has been estimated at the rate expected to be incurred in the full year.

 
                                          Six months to                                                       Six months to                                                       Year ended 
                                         30(th) June 2019                                                    30(th) June 2018                                                   31(st) December 
                                                                                                                                                                                     2018 
               ------------------------------------------------------------------  ------------------------------------------------------------------  --------------------------------------------------------------- 
                               Adjusted                    Adj't            Total                  Adjusted                    Adj't            Total                  Adjusted                    Adj't         Total 
                                   GBPm                     GBPm             GBPm                      GBPm                     GBPm             GBPm                      GBPm                     GBPm          GBPm 
-------------  ------------------------  -----------------------  ---------------  ------------------------  -----------------------  ---------------  ------------------------  -----------------------  ------------ 
 UK 
  corporation 
  tax                               2.7                        -              2.7                       3.2                        -              3.2                       8.0                        -           8.0 
 Foreign 
  tax                              32.9                        -             32.9                      28.2                        -             28.2                      59.4                      0.3          59.7 
 Deferred 
  tax                               0.5                    (3.6)            (3.1)                       1.3                    (3.4)            (2.1)                       3.0                    (5.3)         (2.3) 
-------------  ------------------------  -----------------------  ---------------  ------------------------  -----------------------  ---------------  ------------------------  -----------------------  ------------ 
 Total 
  taxation                         36.1                    (3.6)             32.5                      32.7                    (3.4)             29.3                      70.4                    (5.0)        (65.4) 
-------------  ------------------------  -----------------------  ---------------  ------------------------  -----------------------  ---------------  ------------------------  -----------------------  ------------ 
 Effective 
  tax rate                        29.0%                    21.6%            30.1%                     27.1%                    24.6%            27.4%                     27.6%                  (14.8%)         22.6% 
-------------  ------------------------  -----------------------  ---------------  ------------------------  -----------------------  ---------------  ------------------------  -----------------------  ------------ 
 

The Group's tax charge in future years is likely to be affected by the proportion of profits arising and the effective tax rates in the various countries in which the Group operates.

The Group's tax charge for the six months ended 30(th) June 2019 included a credit of GBP3.6m in relation to certain items (as disclosed in Note 2). The tax impacts of these items are:

   --    Amortisation of acquisition-related intangible assets (GBP3.3m credit); and 
   --    Release of fair value adjustment on acquisition-related inventory (GBP0.3m credit). 

On 2(nd) April 2019, the European Commission published its final decision that the UK Controlled Foreign Company (CFC) Finance Company Partial Exemption (FCPE) constituted State Aid in certain circumstances. In common with a number of other UK Groups, the Spirax-Sarco Group has benefited from the FCPE and the total benefit in the periods 2013 - 2018 is approximately GBP7.7m in tax excluding interest. On 12(th) June 2019 the UK Government submitted an application for annulment to the EU General Court appealing the decision of the European Commission and we are currently evaluating whether to also appeal the European Commission's decision. As a result, at present no provision has been recognised at 30(th) June 2019. However we acknowledge a cash payment in part or all of the amount due may be required in the next year which we would expect to be refundable in the event of a successful appeal.

During the period the Group adopted IFRIC 23 (Uncertainty Over Income Tax Treatments).

   6.    EARNINGS PER SHARE 
 
                                                         Six months                Six months         Year ended 
                                                          to 30(th)                 to 30(th)    31(st) December 
                                                               June                      June               2018 
                                                               2019                      2018 
--------------------------------------------  ---------------------  ------------------------  ----------------- 
 Profit attributable to equity shareholders 
  (GBPm)                                                       75.5                      77.4              223.1 
 Weighted average shares in issue 
  (million)                                                    73.7                      73.6               73.6 
 Dilution (million)                                             0.1                       0.2                0.2 
--------------------------------------------  ---------------------  ------------------------  ----------------- 
 Diluted weighted average shares 
  in issue (million)                                           73.8                      73.8               73.8 
--------------------------------------------  ---------------------  ------------------------  ----------------- 
 Basic earnings per share                                    102.4p                    105.1p             303.1p 
--------------------------------------------  ---------------------  ------------------------  ----------------- 
 Diluted earnings per share                                  102.2p                    104.8p             302.0p 
--------------------------------------------  ---------------------  ------------------------  ----------------- 
 

Basic and diluted earnings per share calculated on an adjusted profit basis are included in Note 2.

The dilution is in respect of unexercised share options and the Performance Share Plan.

   7.    DIVIDS 
 
                                                   Six months              Six months                       Year ended 
                                                    to 30(th)               to 30(th)                  31(st) December 
                                                         June                    June                             2018 
                                                         2019                    2018                             GBPm 
                                                         GBPm                    GBPm 
-------------------------------------  ----------------------  ----------------------  ------------------------------- 
 Amounts paid in the period: 
 Final dividend for the year ended 
  31(st) December 2018 of 71.0p 
  (2017: 
  62.0p) per share                                       52.3                    45.7                             45.7 
 Interim dividend for the year ended 
  31(st) December 2018 of 29.0p 
  (2017: 
  25.5p) per share                                -                       -                                       21.3 
-------------------------------------  ----------------------  ----------------------  ------------------------------- 
 Total dividends paid                                    52.3                    45.7                             67.0 
-------------------------------------  ----------------------  ----------------------  ------------------------------- 
 
 Amounts arising in respect of the 
  period: 
 Interim dividend for the year ending 
  31(st) December 2019 of 32.0p 
  (2018: 
  29.0p) per share                                       23.6                    21.4                             21.3 
 Final dividend for the year ended 
  31(st) December 2018 of 71.0p 
  (2017: 
  62.0p) per share                                -                       -                                       52.3 
-------------------------------------  ----------------------  ----------------------  ------------------------------- 
 Total dividends arising                                 23.6                    21.4                             73.6 
-------------------------------------  ----------------------  ----------------------  ------------------------------- 
 

The interim dividend for the year ending 31(st) December 2019 was approved by the Board after 30(th) June 2019. It is therefore not included as a liability in these Interim Condensed Consolidated Financial Statements. No scrip alternative to the cash dividend is being offered in respect of the 2019 interim dividend.

   8.    POST-RETIREMENT BENEFITS 

The Group is accounting for pension costs in accordance with IAS 19. The disclosures shown here are in respect of the Group's Defined Benefit Obligations. Other plans operated by the Group were either Defined Contribution plans or were deemed immaterial for the purposes of IAS 19 reporting. Full IAS 19 disclosure for the year ended 31(st) December 2018 is included in the Group's Annual Report.

The amounts recognised in the Consolidated Statement of Financial Position are as follows:

 
                                30(th) June   30(th) June   31(st) December 
                                       2019          2018              2018 
                                       GBPm          GBPm              GBPm 
----------------------------  -------------  ------------  ---------------- 
 Post-retirement benefits            (89.3)        (75.0)            (85.1) 
 Related deferred tax asset            20.2          17.0              18.8 
----------------------------  -------------  ------------  ---------------- 
 Net pension liability               (69.1)        (58.0)            (66.3) 
----------------------------  -------------  ------------  ---------------- 
 

9. ANALYSIS OF CHANGES IN NET DEBT, INCLUDING CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES

 
                 1(st) January           Cash             Acquired                  Exchange                                            30(th) 
                          2019           flow                debt*                      GBPm              Reclassification                June 
                          GBPm           GBPm                 GBPm                                                    GBPm                2019 
                                                                                                                                          GBPm 
 -----------------------------  -------------  -------------------  ------------------------  ----------------------------  ------------------ 
 Current 
  portion of 
  long-term 
  borrowings            (41.5)                                                                                                          (56.1) 
 Non-current 
  portion 
  of long-term 
  borrowings           (365.3)                                                                                                         (459.9) 
 Short-term 
  borrowings            (15.7)                                                                                                          (41.3) 
--------------  --------------  -------------  -------------------  ------------------------  ----------------------------  ------------------ 
 Total 
  borrowings           (422.5)                                                                                                         (557.3) 
--------------  --------------  -------------  -------------------  ------------------------  ----------------------------  ------------------ 
 
 Comprising: 
 Borrowings            (422.2)        (115.4)               (18.2)                     (1.5)                                           (557.3) 
 Finance 
  Leases                 (0.3)              -                    -                         -                          0.3                    - 
                       (422.5)        (115.4)               (18.2)                     (1.5)                           0.3             (557.3) 
--------------  --------------  -------------  -------------------  ------------------------  ----------------------------  ------------------ 
 
 Cash at bank            187.1         (17.0)                    -                     (3.9)                             -               166.2 
 Bank 
  overdrafts             (0.4)              -                    -                         -                             -               (0.4) 
--------------  --------------  -------------  -------------------  ------------------------  ----------------------------  ------------------ 
 Net cash and 
  cash 
  equivalents            186.7         (17.0)                    -                     (3.9)                             -               165.8 
--------------  --------------  -------------  -------------------  ------------------------  ----------------------------  ------------------ 
 Net debt              (235.8)        (132.4)               (18.2)                     (5.4)                           0.3             (391.5) 
--------------  --------------  -------------  -------------------  ------------------------  ----------------------------  ------------------ 
 Lease 
  liability 
  (including 
  IFRS 16 
  transition 
  adjustment)           (40.0)            5.3                (6.4)                       0.1                         (0.3)              (41.3) 
--------------  --------------  -------------  -------------------  ------------------------  ----------------------------  ------------------ 
 Net debt and 
  lease 
  liability            (275.8)        (127.1)               (24.6)                     (5.3)                             -             (432.8) 
--------------  --------------  -------------  -------------------  ------------------------  ----------------------------  ------------------ 
 
 

* Debt acquired includes both debt acquired due to acquisition, and debt recognised on the balance sheet due to entry into new leases under IFRS 16.

The cash flow for borrowings included a repayment on the US dollar term loan of $25.8m (GBP20.1m) during the period, GBP36.0m of new drawings against a revolving credit facility, EUR39.0m (GBP34.1m) of new drawings against a revolving credit facility and EUR57.0m (GBP49.9m) of new drawings on a euro term loan.

 
                                  1(st) January                                               30(th) June 
                                           2018                      Cash flow     Exchange          2018 
                                           GBPm                           GBPm         GBPm          GBPm 
-------------------------------  --------------  -----------------------------  -----------  ------------ 
 Current portion of long-term 
  borrowings                             (49.3)                                                    (39.1) 
 Non-current portion of 
  long-term borrowings                  (455.9)                                                   (488.8) 
 Short-term borrowings                   (20.0)                                                    (19.7) 
-------------------------------  --------------  -----------------------------  -----------  ------------ 
 Total borrowings                       (525.2)                                                   (547.6) 
-------------------------------  --------------  -----------------------------  -----------  ------------ 
 
 Comprising: 
 Borrowings                             (524.9)                         (23.2)          0.7       (547.4) 
 Finance leases                           (0.3)                            0.1            -         (0.2) 
-------------------------------  --------------  -----------------------------  -----------  ------------ 
                                        (525.2)                         (23.1)          0.7       (547.6) 
-------------------------------  --------------  -----------------------------  -----------  ------------ 
 
 Cash at bank                             152.1                           29.6        (5.4)         176.3 
 Bank overdrafts                          (0.5)                          (1.2)            -         (1.7) 
-------------------------------  --------------  -----------------------------  -----------  ------------ 
 Net cash and cash equivalents            151.6                           28.4        (5.4)         174.6 
-------------------------------  --------------  -----------------------------  -----------  ------------ 
 Net debt                               (373.6)                            5.3        (4.7)       (373.0) 
-------------------------------  --------------  -----------------------------  -----------  ------------ 
 
 
                       1(st)                                      Acquired                                      31(st) 
                     January                     Cash                 debt                     Exchange       December 
                   2018 GBPm                     flow                 GBPm                         GBPm           2018 
                                                 GBPm                                                             GBPm 
-------------  -------------  -----------------------  -------------------  ---------------------------  ------------- 
 Current 
  portion of 
  long-term 
  borrowings          (49.3)                                                                                    (41.5) 
 Non-current 
  portion 
  of 
  long-term 
  borrowings         (455.9)                                                                                   (365.3) 
 Short-term 
  borrowings          (20.0)                                                                                    (15.7) 
-------------  -------------  -----------------------  -------------------  ---------------------------  ------------- 
 Total 
  borrowings         (525.2)                                                                                   (422.5) 
-------------  -------------  -----------------------  -------------------  ---------------------------  ------------- 
 
 Comprising: 
 Borrowings          (524.9)                    111.5                    -                        (8.8)        (422.2) 
 Finance 
  leases               (0.3)                        -                    -                            -          (0.3) 
-------------  -------------  -----------------------  -------------------  ---------------------------  ------------- 
                     (525.2)                    111.5                    -                        (8.8)        (422.5) 
-------------  -------------  -----------------------  -------------------  ---------------------------  ------------- 
 
 Cash at bank          152.1                     39.8                (0.3)                        (4.5)          187.1 
 Bank 
  overdrafts           (0.5)                      0.1                    -                            -          (0.4) 
-------------  -------------  -----------------------  -------------------  ---------------------------  ------------- 
 Net cash and 
  cash 
  equivalents          151.6                     39.9                (0.3)                        (4.5)          186.7 
-------------  -------------  -----------------------  -------------------  ---------------------------  ------------- 
 Net debt            (373.6)                    151.4                (0.3)                       (13.3)        (235.8) 
-------------  -------------  -----------------------  -------------------  ---------------------------  ------------- 
 

10. RELATED PARTY TRANSACTIONS

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this Note. The subsidiaries now include Thermocoax Developpement and all its group companies (Thermocoax) which was acquired on the 13(th) May 2019. Full details of the Group's other related party relationships, transactions and balances are given in the Group's Financial Statements for the year ended 31(st) December 2018. There have been no material changes in these relationships in the period up to the end of this Report. No related party transactions have taken place in the first half of 2019 that have materially affected the financial position or the performance of the Group during that period.

11. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table compares the carrying and fair values of the Group's financial assets and liabilities:

 
                                30(th) June 2019                       30(th) June 2018                     31(st) December 
                                                                                                                  2018 
                     Carrying                   Fair        Carrying                   Fair        Carrying                   Fair 
                        value                  value           value                  value           value                  value 
                         GBPm                   GBPm            GBPm                   GBPm            GBPm                   GBPm 
-------------  --------------  ---------------------  --------------  ---------------------  --------------  --------------------- 
 Financial 
 assets 
 Cash and 
  cash 
  equivalents           166.2                  166.2           176.3                  176.3           187.1                  187.1 
 Trade, other 
  receivables 
  and 
  contract 
  assets                276.5                  276.5           240.9                  240.9           264.9                  264.9 
-------------  --------------  ---------------------  --------------  ---------------------  --------------  --------------------- 
 Total 
  financial 
  assets                442.7                  442.7           417.2                  417.2           452.0                  452.0 
-------------  --------------  ---------------------  --------------  ---------------------  --------------  --------------------- 
 
 
 Financial liabilities 
 Loans                        557.3   557.3   547.4   547.4   422.2   422.2 
 Lease liabilities             41.3    41.3     0.2     0.2     0.3     0.3 
 Bank overdrafts                0.4     0.4     1.7     1.7     0.4     0.4 
 Trade payables                55.0    55.0    44.3    44.3    57.4    57.4 
 Other payables 
  and contract liabilities     48.4    48.4    38.6    38.6    46.5    46.5 
---------------------------  ------  ------  ------  ------  ------  ------ 
 Total financial 
  liabilities                 702.4   702.4   632.2   632.2   526.8   526.8 
---------------------------  ------  ------  ------  ------  ------  ------ 
 

There are no other assets or liabilities measured at fair value on a recurring or non-recurring basis for which fair value is disclosed.

Fair values of financial assets and financial liabilities

Fair values of financial assets and liabilities at 30(th) June 2019 are not materially different from book values due to their size, the fact that they were at short-term rates of interest or for borrowings at long-term rates of interest where the rate of interest is not materially different to the current market rate. Fair values have been assessed as follows:

Derivatives

Forward exchange contracts are marked to market by discounting the future contracted cash flows using readily available market data.

Interest-bearing loans and borrowings

Fair value is calculated based on discounted expected future principal and interest cash flows using a current market rate of interest.

Finance lease liabilities

The fair value is estimated as the present value of future cash flows, discounted at market interest rates for homogeneous lease agreements.

Trade and other receivables/payables

For receivables/payables with a remaining life of less than one year, the notional amount is deemed to reflect the fair value.

The Group uses forward currency contracts to manage its exposure to movements in foreign exchange rates. The forward contracts are designated as hedge instruments in a cash flow hedging relationship. At 30(th) June 2019 the Group had contracts outstanding to purchase GBP25.9m with US dollars, GBP0.6m with Danish krone, GBP40.7m with euros, GBP0.5m with Japanese yen, GBP3.9m with Korean won, GBP8.4m with Chinese renminbi, GBP3.3m with Singapore dollars, GBP0.2m with Swiss francs, EUR10.8m with US dollars, EUR3.0m with Korean won and EUR5.7m with Chinese renminbi. Derivative financial instruments are measured at fair value. The fair value at the end of the reporting period is a GBP1.1m liability (31(st) December 2018: GBP0.1m asset).

Financial instruments fair value disclosure

Fair value measurements are classified into three levels, depending on the degree to which the fair value is observable.

-- Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets and liabilities;

-- Level 2 fair value measurements are those derived from other observable inputs for the asset or liability; and

-- Level 3 fair value measurements are those derived from valuation techniques using inputs that are not based on observable market data.

We consider that the derivative financial instruments fall into Level 2. There have been no transfers between levels during the period.

12. CAPITAL COMMITMENTS

Capital expenditure contracted for but not provided for at 30(th) June 2019 was GBP24.0m (31(st) December 2018: GBP4.1m; 30(th) June 2018: GBP3.9m). All capital commitments related to property, plant and equipment.

13. PURCHASE OF BUSINESSES

The provisional fair value accounting for the acquisition of Thermocoax Developpement is shown below:

 
 
                                                                           Fair value 
                                                                            GBPm 
-----------------------------------------------------------------  ------------------ 
 Non-current assets: 
 Property, plant and equipment                                                    8.1 
 Right-of-use assets                                                              1.1 
 Acquired intangibles                                                            59.3 
 Software and other intangibles                                                   0.3 
 Deferred tax assets                                                              0.5 
                                                                                 69.3 
-----------------------------------------------------------------  ------------------ 
 Current assets: 
 Inventories                                                                     15.9 
 Trade receivables                                                                8.5 
 Other current assets                                                             3.3 
 Cash and cash equivalents                                                        4.6 
-----------------------------------------------------------------  ------------------ 
                                                                                 32.3 
 Total assets                                                                   101.6 
-----------------------------------------------------------------  ------------------ 
 Current liabilities: 
 Trade payables                                                                   4.2 
 Other payables and accruals                                                      6.5 
 Provisions                                                                       0.2 
 Short-term borrowings                                                           18.2 
 Short-term lease liabilities                                                     0.3 
 Current tax payable                                                              2.0 
                                                                                 31.4 
-----------------------------------------------------------------  ------------------ 
 Non-current liabilities: 
 Long-term lease liabilities                                                      0.8 
 Deferred tax liabilities                                                        17.2 
 Long-term payables                                                               0.5 
 Post-retirement benefit plans                                                    0.3 
-----------------------------------------------------------------  ------------------ 
                                                                                 18.8 
-----------------------------------------------------------------  ------------------ 
 Total liabilities                                                               50.2 
-----------------------------------------------------------------  ------------------ 
 Total net assets                                                                51.4 
 Goodwill                                                                        70.0 
-----------------------------------------------------------------  ------------------ 
 Total                                                                          121.4 
-----------------------------------------------------------------  ------------------ 
 
   Satisfied by 
-----------------------------------------------------------------  ------------------ 
 Cash paid                                                                      121.4 
 Deferred consideration                                                             - 
-----------------------------------------------------------------  ------------------ 
 Total consideration                                                            121.4 
-----------------------------------------------------------------  ------------------ 
 
 Reconciliation to acquisition of businesses in the Consolidated 
  Statement of Cash Flows (page 25) 
 Cash paid for the Thermocoax business and debt repaid 
  on the acquisition date                                                       139.6 
 Debt repaid on acquisition date                                               (18.2) 
-----------------------------------------------------------------  ------------------ 
 Cash paid for the Thermocoax business                                          121.4 
 Less cash acquired in the Thermocoax business                                  (4.6) 
 Cash paid for acquired intangibles from distributors                             0.8 
-----------------------------------------------------------------  ------------------ 
 Net cash outflow                                                               117.6 
-----------------------------------------------------------------  ------------------ 
 

1. On a debt-free, cash-free basis the cash outflow for acquisitions was GBP135.0m consisting of GBP121.4m paid to the sellers, GBP18.2m of debt repaid on the acquisition date less cash acquired of GBP4.6m.

2. The acquisition of 100% of the equity in Thermocoax Developpement and all of its group companies (Thermocoax) was completed on the 13(th) May 2019. The acquisition method of accounting has been used. Consideration of GBP121.4m was paid on completion.

Separately identified intangibles are recorded as part of the provisional fair value adjustment. The acquired intangibles relate to customer relationships, brand names, trademarks, manufacturing designs and core technology. The goodwill recognised represents the skilled workforce acquired and the opportunity to achieve synergies from being part of a larger Group. Goodwill arising is not expected to be tax deductible.

Due to their contractual dates, the fair value of receivables acquired approximate to the gross contractual amounts receivable. The amount of gross contractual receivables not expected to be recovered is immaterial.

The acquisition has generated GBP6m of revenue and GBP1m of adjusted pre-tax profit since acquisition. Had the acquisition been made on 1(st) January 2019, the Thermocoax revenue and adjusted pre-tax profit would have been approximately GBP20m and GBP3m respectively.

Thermocoax is headquartered near Paris, France and has three manufacturing facilities in Normandy, France, one in Georgia, USA and a further facility in Heidelberg, Germany. Thermocoax is a leading designer and manufacturer of highly engineered electrical thermal solutions for critical applications in high added value industries. Thermocoax will enhance and add significantly to the Spirax-Sarco Engineering plc electrical process heating business in delivering thermal energy solutions to customers.

3. In addition to the acquired intangibles recognised for the acquisition of Thermocoax, GBP0.9m of acquired intangibles were recognised during the period for the acquisition of intangibles from distributors. Of this GBP0.8m was paid during the period.

4. GBP2.5m of acquisition costs were incurred during the period. Of this GBP1.9m had been paid during the period.

5. During the period the deferred consideration payable for the acquisition of a small German pre-revenue company within the Watson-Marlow Fluid Technology business was reassessed. The result of this reassessment was that no changes were required.

14. EXCHANGE RATES

Set out below is an additional disclosure (not required by IAS 34) that highlights movements in a selection of average exchange rates between half year 2018 and half year 2019.

 
                                 Average                 Average                  Change % 
                               half year               half year 
                                    2019                    2018 
----------------  ----------------------  ----------------------  ------------------------ 
 US dollar                          1.29                    1.37                       +6% 
 Euro                               1.14                    1.14                        0% 
 Renminbi                           8.78                    8.76                        0% 
 Won                               1,479                   1,476                        0% 
 Real                               4.96                    4.71                       -5% 
 Argentine peso                    53.28                   29.84                      -79% 
 
 

A negative movement indicates a strengthening in sterling versus that currency. When sterling strengthens against other currencies in which the Group operates, the Group incurs a loss on translation of the financial results into sterling.

On a translation basis, sales increased by 0.4% and adjusted operating profit decreased by 1.8%, while transaction benefited profit, giving a total reduction to profit from currency movements of 0.6%.

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