Edwards Group Limited Announces Third Quarter 2012 Results

Edwards Group Limited Announces Third Quarter 2012 Results

  *Q3 2012 revenue of £140.9 million and net income of £16.5 million or 14.62
    pence per fully diluted share
  *Adjusted net income^1 of £12.5 million, or 11.08 pence per fully diluted
  *Strong performance in General Vacuum and another record quarter for
    Service offset by a decline in Semiconductor revenues
  *Generated £17.4 million in net cash from operating activities, £19.5
    million in Management operating cash flow^2 and ended the quarter with
    cash and cash equivalents of £96.5 million
  *Given the more challenging market environment, taking additional cost
    actions to underpin medium-term profitability targets

CRAWLEY, WEST SUSSEX, United Kingdom, Nov. 5, 2012 (GLOBE NEWSWIRE) -- Edwards
Group Limited (Nasdaq:EVAC) ("Edwards" or the "Company") announced results of
its operations for the third quarter ended September 30, 2012.

Matthew Taylor, Chief Executive Officer, said, "Our results came in within our
guidance range, albeit at the bottom end. This was supported by continued
diversification and strength in General Vacuum including significant successes
in China and Germany, together with a second consecutive record quarter for
Service. The Semiconductor and Emerging Technology sectors were impacted by
what is widely recognised as a declining industry cycle and most particularly
from pushouts or reduced capital expenditure plans by a number of the key
manufacturers in the sector. We view this as a creditable quarterly
performance given the increasing headwinds in a deteriorating environment, as
has been reflected in the most recent round of earnings announcements by our

Our caution in our third quarter guidance has proved to be well-founded and
given the continued lack of visibility and worsening market conditions we
maintain such a stance for the fourth quarter, which we currently expect to be
meaningfully below third quarter levels driven by declining semiconductor
orders and macro-economic headwinds in General Vacuum. Given that these
conditions may continue into the first half of 2013, we are putting in place
strong cost measures to respond to these changing market conditions and
underpin our target of above 20% EBITDA margins. We do, however, remain
confident that our market position and customer relationships will ensure we
maintain or increase our market share throughout the cycle.

We continued to achieve success and customer engagement with products which
define Edwards' technology leadership and differentiation. These included the
delivery of our first end-customer next-generation EUV system and wins of high
profile General Vacuum tenders including for the Taiwan Synchrotron research
establishment and the 34-nation collaboration at the ITER research project
into fusion energy."

David Smith, Chief Financial Officer, said, "As anticipated, our third quarter
performance was below our strong second quarter result. However, the degree of
capital spending slowdown in the semiconductor sector in particular over the
past two months has been significant, and our visibility is limited both here
and in General Vacuum, which has performed very well year to date, against a
declining industry backdrop.

Our restructuring programme put in place increased operational flexibility to
manage the business efficiently across the cycle. In addition, during the
third quarter we have implemented a hiring freeze and incremental measures on
non-critical spending to respond to what may be a more significant downturn in
the short term than expected. We also have ongoing projects such as low cost
sourcing and inventory management which will help alleviate some of the
forecast pressure on margins. However, given the uncertain outlook, we plan to
further strengthen these plans with additional personnel cost reductions,
which will result in a charge of around £10 million over the next two quarters
with equivalent savings achieved in 2013.

For the fourth quarter, we would anticipate revenues of £115 million to £130
million and Adjusted net income of £2 million to £7 million. At the same time
we are intent on ensuring we are in a good position to take advantage of what
can be a rapid reversal in sentiment and activity from major customers."

On a sequential quarterly basis, revenue declined 13.0% to £140.9 million (Q2
2012: £161.9 million). Net income increased 42.2% to £16.5 million, or 14.62
pence per share (Q2 2012: £11.6 million, or 10.79 pence per share) due to
foreign exchange gains on revaluation of our US dollar denominated long term
loans off-setting the reduction in sales volume. Adjusted net income declined
27.7% to £12.5 million, or 11.08 pence per share (Q2 2012: £17.3 million or
16.09 pence per share), due to lower revenues partly offset by overhead
savings. Adjusted EBITDA^3 declined 25.9% to £26.0 million or 18.5% of revenue
(Q2 2012: £35.1 million or 21.7% of revenue) and gross margin fell 2.1
percentage points to 35.8%.

When compared to the third quarter of the prior year, revenues declined 20.4%
from £177.1 million and net income rose 150% (principally a function of the FX
gains mentioned above). Adjusted net income declined 35.9% from £19.5 million
or 19.43 pence per fully diluted share. Gross margin fell by 0.7 percentage
points from 36.5% and Adjusted EBITDA decreased 32.3% from £38.4 million or
21.7% of revenue.

Key Data

                   Three months ended                   Three months ended
                    September 30                         June 30
                                             %                    %
                   2012           2011         Change   2012         Change
                   £m             £m                   £m           
Revenue             140.9          177.1        -20.4%   161.9        -13.0%
Gross Profit        50.4           64.7         -22.1%   61.4         -17.9%
Gross margin        35.8%          36.5%        -0.7pts  37.9%        -2.1pts
Net Income          16.5           6.6          150.0%   11.6         42.2%
Weighted average
shares- basic and   112,848,333    100,348,333          107,491,190  
diluted ^(4)
                   (pence)        (pence)              (pence)      
Earnings per share- 14.62          6.58                 10.79        
basic and diluted
Adjusted EBITDA^(3) 26.0           38.4         -32.3%   35.1         -25.9%
Adjusted EBITDA     18.5%          21.7%        -3.2pts  21.7%        -3.2pts
Adjusted Net        12.5           19.5         -35.9%   17.3         -27.7%
Adjusted Net Income 8.9%           11.0%        -2.1pts  10.7%        -1.8pts
                   (pence)        (pence)              (pence)      
Adjusted net income
per share- basic    11.08          19.43        -43.0%   16.09        -31.1%
and diluted
operating           19.5           36.1         -46.0%   19.1         2.1%
Cash and cash       96.5           84.7                 100.4        
Net debt^(5)        (280.3)        (371.9)              (294.6)      
Net leverage^(6)    2.6x           2.2x                 2.4x         

See Appendix for exchange rate information.

^1 Adjusted net income represents net income adjusted for restructuring and
transaction costs, currency translation gain/(loss) on external and
intra-group debt, purchase price accounting ("PPA") amortization, tax shield
on adjustments, and non-cash compensation expense.The Vendor Loan Note was
repaid on February 24, 2011.
^2 Management operating cash flow is defined as Adjusted EBITDA less change in
trade working capital, net cash payments for capital expenditures and other
cash movements and non-cash items.
^3 Adjusted EBITDA represents net income excluding finance income and costs,
taxation, depreciation, amortization, restructuring and transaction costs,
profit or loss on sale of property, plant and equipment ("PP&E") and non-cash
compensation expense
^4 On May 16, 2012, upon consummation of the IPO, there were approximately
112.8 million shares issued and outstanding including the 12,500,000 shares
sold in the IPO. 1,250,000 options were issued in conjunction with the IPO
under the company's equity plan. On October 4, 2012, 2,150,000 options were
issued to employees under the Group-wide Share Save scheme.
^5 Net debt is defined as the sum of the principal of the First Lien Credit
Agreement debt, the aggregate of other indebtedness including unamortized fees
relating to bank term loans, capital lease obligations and Japanese factoring
in excess of US$30 million, less cash and deposits.
^6 Net leverage is defined by the First Lien credit agreement and is
calculated in US Dollars.For the leverage calculation, net debt excludes
unamortized fees relating to bank term loans.

Application Sector Performance

                     Three months ended    Three months ended
                      September 30          June 30
                               %                %
                     2012  2011  increase  2012    increase
                                  /decrease         /decrease
                     £m    £m             £m      
Semiconductor         45.4  58.9  -22.9%    66.4    -31.6%
General Vacuum        42.4  42.3  0.2%      44.6    -4.9%
Emerging Technologies 11.4  36.2  -68.5%    10.0    14.0%
Service               41.7  39.7  5.0%      40.9    2.0%
                     140.9 177.1 -20.4%    161.9   -13.0%

Semiconductor revenues saw a significant decline as many of the key
manufacturers paused or pulled back on spending throughout the
quarter.Investment in Logic saw the greatest percentage decline, having been
our strongest semiconductor subsector throughout the first half of the year,
and resulted in it being closer to the same revenue levels as Memory and
Foundry this quarter.Deliveries included the first delivery of a
next-generation EUV tool to an end-user customer.

General Vacuum delivered a very good performance given the macro-economic
backdrop and declines in industrial activity.R&D and Industrial subsectors
performed most strongly, with the Process subsector experiencing a temporary
pause with no major projects delivered.In both Asia and Europe there were
regional variations in performance, with China and Germany recording
particular strength.

Emerging technology revenue improved marginally, but remained at subdued
levels and was also impacted by capital spending decisions at major
manufacturers for FPD in particular.

Service enjoyed its second consecutive quarter of record revenues with
progress across both Semiconductor and General Vacuum sectors.The US was the
strongest region, in part helped by a one-off project, but with notable
performances also within Europe and Asia.

Additional Quarterly Financial Information

Cost of sales for the third quarter was £90.5 million, a decrease of £21.9
million compared to the prior year period, principally reflecting lower
revenues.Gross profit margin fell 0.7 percentage points to 35.8% of revenues
(vs Q2 2012:down 2.1 percentage points) as lower costs were more than offset
by the impact of lower volumes.

Sales, general and administrative expenses decreased by 13.8% to £21.8
million, primarily due to lower incentive compensation, but partially offset
by ongoing investment in growth and operational efficiency programs. Total
research and development spending before capitalization equaled £7.1
million.This equates to 5.0% of revenue, with absolute spend maintained at a
similar levels to the prior year.Restructuring and transaction costs declined
by £1.9 million to £2.8 million as the relocation program of the Company's
manufacturing plants drew to a close.

The Company's ending cash and cash equivalents balance at September 30, 2012
was £96.5 million (Q2 2012: £100.4 million).During the third quarter, the
Company generated £17.4 million in cash from operations.

Management operating cash flow was £19.5 million in the third quarter of 2012,
down £16.6 million from the prior year period (Q2 2012: £19.1
million).Inventory fell by 4.8% to £104.2 million, equivalent to 119 days (Q2
2012: £109.5 million, 109 days). Cash used in investing activities totaled
£7.8 million, a decrease of £4.4 million due to the completion of new plants
in the Czech Republic and South Korea.This was partly offset by £2.1m of bank
collateral deposits put in place as a more efficient structure for supporting
bank guarantees.

The Company's indebtedness at September 30, 2012 was £378.8 million, a
reduction of £16.2 million from the prior quarter, due to £5.6 million of
local and corporate loan repayments and £10.6 million mainly due to foreign
exchange. The Company's net debt declined by £14.3 million to £280.3 million
for a net leverage ratio of 2.6 times.

Business Developments in Q3 2012

Edwards extended its collaborative development with customers this quarter,
through projects looking at less harsh semiconductor processes such as load
lock and etch.These included working on reducing cost of ownership through
lower power solutions and improving reliability through the use of innovative
hardened mechanism coatings.

There has also been a focus on developing larger capacity and higher flow rate
technology, also utilising advanced and innovative materials.This reflects
opportunities identified in a number of sectors such as STP pumps on
applications including glass coating and flat panel display; and within
abatement where field trials were undertaken for a large capacity system with
a European OEM.

Phase I of the development of the Global Technology Centre in Burgess Hill was
completed with the relocation of over half of the technology team from the
Shoreham facilities, where the sale of a major portion of the vacated site has
now been agreed.Employees at Burgess Hill were able to witness the formal
award ceremony for the Queens Award for Enterprise Innovation which was won
earlier in the year for the innovative nEXT turbo pump.

Having completed the Korean factory machine commissioning over the summer,
there have been further moves towards low cost sourcing to improve the supply
chain, such as within both the systemisation business and service centre
logistics. These will bring cost benefits and faster service response times
over time.


For the fourth quarter of 2012, Edwards anticipates revenue of £115 million to
£130 million. The company expects to achieve Adjusted net income of £2.0
million to £7.0 million, or 2 pence to 6 pence per fully diluted share.

In line with our flexible operating model we continue to take additional
actions to optimise our global cost base and footprint, which may result in
personnel-related restructuring charges of around £10 million over the next
couple of quarters and equivalent savings during 2013 to underpin our above
20% EBTIDA margin target.

For the purpose of calculating net income and Adjusted net income per share in
the fourth quarter, the Company assumes 112,848,333 shares outstanding.

Details of all line items to reconcile the non–GAAP measure, Adjusted net
income, to the most comparable GAAP measure, net income, for the three months
ended December 31, 2012 are not reasonably available at this time. The
calculation of currency translation gain/(loss) on external and intra–group
debt is calculated using the closing mid-point spot rate of £1.00 to US$1.6148
at 4:00 PM (London time) on September 30, 2012.

Company Earnings Conference Call

The Company will conduct a conference call today at 5:00 PM Eastern Time to
discuss the financial results for its third quarter ended September 30, 2012.

The U.S. dial in number is 877-246-9875 and the non-U.S. dial in number is +1
707-287-9353.The passcode is 38423837.A live webcast of the conference call
will also be available on the investor relations page of the Company's website
at http://investors.edwardsvacuum.com/.

For those unable to participate in the conference call, a replay will be
available for one week following the call.To access the replay, the U.S. dial
in number is 855- 859-2056 and the non-U.S. dial in number is +1
404-537-3406.The replay passcode is 38423837.A replay of the call will be
available by webcast for an extended period of time at the Company's website,
at http://investors.edwardsvacuum.com/.

About Edwards

Edwards is a leading manufacturer of sophisticated vacuum products and
abatement systems and a leading provider of related value-added services for
the manufacture of semiconductors, flat panel displays, LEDs and solar cells
and a leader in vacuum technology for industrial, pharmaceutical, chemical,
scientific, process, glass coating and food packaging industries as well as a
wide range of R&D applications.

Edwards has over 3,300 full-time employees and over 500 temporary workers
operating in approximately 30 countries worldwide engaged in the design,
manufacture and support of high technology vacuum and exhaust management

Edwards' American Depositary Shares trade on The NASDAQ Global Select Market
under the symbol EVAC. Further information about Edwards can be found at

The Edwards Group Limited logo is available at

Cautionary Statement Concerning Forward Looking Statements

This release includes forward-looking statements, beliefs or opinions,
including statements with respect to our business, financial condition,
results of operations and plans. These forward-looking statements involve
known and unknown risks and uncertainties, many of which are beyond the
Company's control and all of which are based on management's current beliefs
and expectations about future events. Forward-looking statements are sometimes
identified by the use of forward-looking terminology such as "believe,"
"expects," "may," "will," "could," "should," "shall," "risk," "intends,"
"estimates," "aims," "plans," "predicts," "continues," "assumes," "positioned"
or "anticipates" or the negative thereof, other variations thereon or
comparable terminology or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking statements include
all matters that are not historical facts. Forward-looking statements may and
often do differ materially from actual results. They appear in a number of
places throughout this release and include statements regarding the
intentions, beliefs or current expectations of management with respect to
future events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the Company's business
concerning, among other things, the results of operations, financial
condition, liquidity, prospects, growth, strategies, and the industry in which
the Company operates, most of which are difficult to predict and many of which
are beyond the Company's control. These risks, uncertainties and assumptions
include, but are not limited to, the following: conditions in the global
credit markets and the economy, including volatile conditions in Europe;
capital expenditure cycles in the semiconductor and emerging technologies
(FPD, Solar PV and LED) manufacturing industries; the Company's ability to
forecast demand for its products and services; growth in various end-markets;
the Company's ability to maintain existing customer relationships; the
Company's ability to timely and successfully develop and commercialize new
products; the Company's ability to meet customers' quality standards,
specifications, process-related performance requirements or delivery
schedules; maintenance of the efficiency of the Company's supply chain, the
prices of its components and the capacity of its manufacturing operations; the
Company's ability to realize expected benefits from its restructuring program
or future investments; the Company's ability to retain key management and
recruit and retain highly skilled and technical employees; reliance on
proprietary and non-proprietary technology and processes;competition in the
Company's markets; risks associated with doing business
internationally;fluctuations in foreign exchange rates; environmental and
health and safety liabilities, regulatory compliance and expenditures; work
stoppages or other labor disputes; and risks associated with the Company's
level of financial indebtedness and operating and financial restrictions in
the First Lien Credit Agreement.

Edwards GroupLimited
Consolidated Income Statement

                              Three months ended      Nine months ended
                               September 30            September 30
                              2012        2011        2012        2011
                              £m          £m          £m          £m
Revenue                        140.9       177.1       463.9       544.9
Cost of sales                  (90.5)      (112.4)     (293.7)     (336.6)
Gross Profit                   50.4        64.7        170.2       208.3
Sales, general & admin         (21.8)      (25.3)      (71.2)      (78.0)
excluding amortization
R&D costs excluding            (5.2)       (5.0)       (15.9)      (14.5)
Restructuring and transaction  (2.8)       (4.7)       (8.0)       (18.1)
Share based compensation       (0.4)       --          (0.6)       --
Amortization                   (4.6)       (4.5)       (13.6)      (13.3)
Total administrative expenses  (34.8)      (39.5)      (109.3)     (123.9)
Other (losses) /gains          (1.7)       (0.2)       (1.9)       4.7
Operating Income               13.9        25.0        59.0        89.1
Finance income and costs       4.8         (16.2)      (11.4)      (22.0)
Income before income taxes     18.7        8.8         47.6        67.1
Provision for income taxes     (2.2)       (2.2)       (6.2)       (16.8)
Net Income                     16.5        6.6         41.4        50.3
Weighted average number of     112,848,333 100,348,333 106,917,676 100,348,333
shares - basic
Weighted average number of     112,848,333 100,348,333 106,917,676 100,348,333
shares – fully diluted
Earnings per share
attributable to the equity                                      
holders of the company
                              (pence)     (pence)     (pence)     (pence)
Earnings per share – basic     14.62       6.58        38.72       50.13
Earnings per share - fully     14.62       6.58        38.72       50.13

Edwards GroupLimited
Consolidated Balance Sheets

                                         September 30, 2012 December 31, 2011
                                         £m                 £m
Non-Current assets                                          
Goodwill                                  213.5              220.4
Intangible assets                         197.0              206.4
Property, plant and equipment             126.6              130.0
Other receivables                         6.3                7.0
Deferred tax assets                       22.2               22.9
Derivative financial instruments          1.8                --
                                         567.4              586.7
Current assets                                              
Inventories                               104.2              105.8
Trade receivables                         84.4               105.2
Other receivables                         25.6               27.2
Derivative financial instruments          3.6                0.8
Current tax receivables                   1.7                5.4
Bank deposits                             2.0                --
Cash and cash equivalents                 96.5               91.8
                                         318.0              336.2
Total assets                              885.4              922.9
Current liabilities                                         
Borrowings and finance leases             (4.2)              (4.7)
Derivative financial instruments          (8.0)              (9.6)
Trade payables                            (53.7)             (84.2)
Other payables                            (52.1)             (59.6)
Provisions                                (13.5)             (20.4)
Current tax liabilities                   (1.9)              (2.3)
                                         (133.4)            (180.8)
Non-current liabilities                                     
Borrowings and finance leases             (374.6)            (451.6)
Derivative financial instruments          (7.7)              (10.5)
Other payables                            (0.3)              (0.2)
Provisions                                (30.5)             (30.3)
Retirement benefit obligations            (13.9)             (13.1)
Deferred tax liabilities                  (64.9)             (68.2)
                                         (491.9)            (573.9)
Share capital                             (0.2)              (0.3)
Share premium                             (53.8)             (5.9)
Reserves                                  (206.1)            (162.0)
Total equity attributable to shareholders (260.1)            (168.2)
of the company
Total equity and liabilities              (885.4)            (922.9)

Edwards Group Limited
Consolidated Statement of Cash Flows

                                         Three months ended Nine months ended
                                          September 30       September 30
                                         2012     2011      2012    2011
                                         £m       £m        £m      £m
Net Income                                16.5     6.6      41.4    50.3
Adjusted for:                                                     
-taxation                                 2.2      2.2      6.2     16.8
-net finance cost                         7.1      7.8      23.7    22.2
-unrealized foreign exchange              (11.3)   11.0     (13.9)  3.0
-amortization                             4.6      4.5      13.6    13.3
-depreciation                             4.3      4.3      12.4    12.9
-(profit)/loss on sale of property, plant --       (0.1)    (0.6)   (0.3)
& equipment
-share based compensation expenses        0.4      --      0.6     --
-changes in working capital and other                             
-changes in inventories                  4.1      --      (1.4)   (21.7)
-changes in receivables                  11.8     22.8     19.6    (1.1)
-changes in payables                     (18.8)   (17.4)   (33.2)  (20.5)
-changes in provisions                   (1.1)    (1.3)    (6.9)   (2.1)
Cash generated from operations            19.8     40.4     61.5    72.8
Income tax paid                           (2.4)    (5.2)    (4.7)   (13.7)
Net cash generated from operating         17.4     35.2     56.8    59.1
Purchases of property, plant and          (3.7)    (9.0)    (11.6)  (33.8)
Sales of property, plant and equipment    0.2      --      0.3     0.1
Purchases of intangible assets            (2.4)    (3.3)    (8.0)   (8.2)
Interest received                         0.2      0.1      0.6     0.3
Bank deposits                             (2.1)    --        (2.1)   --
Total cash flows from investing           (7.8)    (12.2)   (20.8)  (41.6)
Interest paid                             (6.4)    (7.2)    (21.0)  (18.6)
Proceeds from issue of shares             --       --     53.7    --
Drawdown of debt                          --       --      --      187.8
Repayment of debt                         (5.6)    (1.6)    (63.9)  (173.6)
Payment of transaction fees               --       --      --      (7.3)
Payment of preference dividend            --       --      --      (81.1)
Total cash flows from financing           (12.0)   (8.8)    (31.2)  (92.8)
Net (decrease)/increase in cash and cash  (2.4)    14.2     4.8     (75.3)
Cash and cash equivalents at the          100.4    70.1     91.8    161.0
beginning of the period
Effects of foreign exchange rate changes  (1.5)    0.4      (0.1)   (1.0)
Cash and cash equivalents at the end of   96.5     84.7     96.5    84.7
the period
Cash and cash equivalents comprise:                               
Cash at bank and in hand                  96.5     84.7      96.5    84.7

Reconciliation of Non-GAAP Measures

Adjusted EBITDA, Adjusted net income and Management operating cash flow are
not measures of financial performance under IFRS and should not be considered
as an alternative to operating income or net income as indicators of our
operating performance or any other measure of performance derived in
accordance with IFRS. Further, because Adjusted EBITDA, Adjusted net
income/(loss) and Management operating cash flow (or similar measures) may
vary among companies and industries, they may not be comparable to other
similarly titled measures.

Management uses Adjusted EBITDA as a performance measure. In addition,
management believes it is useful for investors because it is used in the
calculation of applicable interest rates, mandatory prepayments and certain
covenant baskets under the First Lien Credit Agreement.

The Company believes Adjusted net income provides investors with helpful
information with respect to the performance of the Company's operations and
management uses Adjusted net income to evaluate its ongoing operations and for
internal planning and forecasting purposes. Adjusted net income is not a
measure of liquidity.

Management uses Management operating cash flow, which is derived from Adjusted
EBITDA, to understand the factors that impact cash flow generated by
operations, absent various exceptional items that effect cash generation, for
purposes of determining management bonuses, as well as a measure to help
allocate resources. In addition, management believes Management operating cash
flow is useful to investors as it provides them with additional information
about our performance. Management operating cash flow is not a measure of

Unaudited                                Three months ended Three months ended
                                         September 30       June 30
                                        2012      2011     2012
                                        £m        £m       £m
Net income                               16.5      6.6      11.6
Interest                                 7.1       6.7      8.7
Taxation                                 2.2       2.2      1.6
Depreciation                             4.3       4.3      4.2
Amortization                             4.6       4.5      4.5
EBITDA                                   34.7      24.3     30.6
Finance income and costs excluding       (11.9)    9.5      2.3
Restructuring and transaction costs      2.8       4.7      2.0
(Profit) /loss on sales of PP&E          --        (0.1)    --
Share based compensation expenses        0.4       --       0.2
Adjusted EBITDA                          26.0      38.4     35.1
Changes in trade working capital         (3.3)     6.0      (6.0)
Net cash payments for capital            (5.1)     (11.6)   (6.0)
Other cash movements and non-cash items  1.9       3.3      (4.0)
Management operating cash flow           19.5      36.1     19.1
Net income                               16.5      6.6      11.6
Restructuring and transaction costs      2.8       4.7      2.0
Currency translation (gain) /loss        (11.9)    8.4      2.3
PPA amortization                         2.6       2.6      2.5
Share based compensation expenses        0.4       --       0.2
Tax shield on adjustments                2.1       (2.8)    (1.3)
Adjusted net income                      12.5      19.5     17.3

Additional Information and Notes to the Financial Statements

1. Basis of Presentation

To facilitate the issuing of ADSs on NASDAQ, on April 5, 2012, the entire
issued share capital of Edwards Holdco Limited was acquired by Edwards Group
Limited and implemented by way of a Scheme of Arrangement. As a result,
Edwards Group Limited owns all of the outstanding ordinary shares of Edwards
Holdco Limited. Prior to the share offering we conducted our business solely
through Edwards Group plc (now known as Edwards Holdco Limited) and its

Subsequent to the restructuring, Edwards Group Limited has become the parent
of Edwards Holdco Limited and its subsidiaries. Edwards Group Limited is a
Cayman Islands exempt company incorporated with limited liability. Edwards
Group Limited is resident for tax purposes in the United Kingdom.

The Quarterly Financial Report for the three months ended September 30, 2012
has been prepared on the same basis as the audited consolidated financial
statements of Edwards Group plc for the year ended December 31, 2011 and
includes all adjustments necessary for the fair presentation of the
information for the quarters presented. The Financial Statements are stated in
pounds sterling (GBP). The Quarterly Financial Report is unaudited.

2.Revenue by Geography

           Three months             Three months
            ended June 30,            ended June 30,
           2012    2011             2012 
           £m      £m     % increase £m    % increase
                           /decrease        /decrease
Europe      22.5    29.6   -24.0%     26.8  -16.0%
Americas    45.1    50.4   -10.5%     49.6  -9.1%
South Korea 21.2    42.3   -49.9%     31.3  -32.3%
Japan       18.2    25.2   -27.8%     18.2  --
Taiwan      14.9    9.8    52.0%      17.4  -14.4%
China       12.8    14.0   -8.6%      10.9  17.4%
Other Asia  6.2     5.8    6.9%       7.7   -19.5%
Total sales 140.9   177.1  -20.4%     161.9 -13.0%

3.Administrative Expenses

                                                          Three months
                                                          ended September 30,
                                                          2012       2011
                                                          £m         £m
Sales and marketing                                        11.4       12.7
General and administrative (excluding amortization)        9.0        8.6
Bonus                                                      1.4        4.0
Sales, general and administrative expenses (excluding      21.8       25.3
R&D excluding amortization                                 5.2        5.0
Restructuring and transaction costs                        2.8        4.7
Amortization (excluding PPA amortization)                  2.0        1.9
PPA amortization                                           2.6        2.6
Share based compensation expenses                          0.4        --
Total administrative expenses                              34.8       39.5

4.Research and Development Costs (excluding amortization)

                                                          Three months
                                                           ended September 30,
                                                          2012      2011
                                                          £m        £m
Research and development expensed in the income statement  5.2       5.0
excluding amortization
Capitalization of development expenditure                  1.9       2.0
Total research and development spending                    7.1       7.0
Research and development spending as a percentage of       5.0%      4.0%

5.Finance Income and Costs

                                                          Three months
                                                           ended September30,
                                                          2012      2011
                                                          £m        £m
Interest (paid) and received                               (5.9)     (6.7)
Foreign exchange (losses)/gains on bank and intra-group    11.9      (8.4)
Fees and amortization of fees                              (1.2)     (1.1)
Finance income and costs                                   4.8       (16.2)

6. Capital Expenditures

                                                       Three months
                                                       Ended September 30,
                                                       2012       2011
                                                       £m         £m
Research and development capitalized                    1.9        2.0
Property plant& equipment (PP&E) and other intangibles 3.4        9.6
Restructuring PP&E                                      0.8        0.7
Total capital expenditure                               6.1        12.3

7.Reconciliation of Net Debt

                                As of      Cash Other non- Exchange  As of
                               January 1, flow cash       movements September
                                                movements            30,
                               2012                              2012
                               £m         £m   £m         £m        £m
Cash and cash equivalents       91.8       4.8            (0.1)     96.5
Bank deposits                   --         2.1  --         (0.1)     2.0
Cash at bank                    91.8       6.9            (0.2)     98.5
Bank term loans                 (442.7)    58.3 --         15.4      (369.0)
Unamortized fees relating to    7.6        --   (2.1)               5.5
the bank term loans
Other loans                     (15.2)     4.4  --         0.1       (10.7)
Finance leases                  (6.0)      1.2  --         0.2       (4.6)
Total borrowings and finance    (456.3)    63.9 (2.1)      15.7      (378.8)
Total Net Debt                  (364.5)    70.8 (2.1)      15.5      (280.3)

8. Shares Outstanding

                            Weighted     Weighted
              Shares       average      average shares
               Outstanding  shares       Year to date
March 2012     100,348,333 100,348,333 100,348,333
April 2012     100,348,333             
May 2012       112,848,333             
June 2012      112,848,333 107,491,190 103,919,762
September 2012 112,848,333 112,848,333 106,917,676

Appendix:Supplemental Information for Lenders Under the First Lien Credit

                         December 31, March 31, June 30, September 30, LTM
                         2011         2012      2012     2012          
                         $m           $m        $m       $m            $m
Adjusted EBITDA           43.6         50.3      55.6     41.1          190.6
less capitalization of    (4.9)        (3.5)     (3.3)    (3.0)         (14.7)
development expenditure
Pro-forma EBITDA          38.7         46.8      52.3     38.1          175.9
Secured facilities                                                  
First lien                                                          595.8
Total senior debt                                                   595.8
Other borrowings                                                    24.4
Total senior debt and                                               620.2
Cash and cash equivalents                                           155.8
Bank deposits                                                       3.2
Total cash at bank                                                  159.0
Consolidated net debt                                               461.2
Net leverage                                                        2.6x

Exchange Rates

Exchange rates for US Dollar against Pounds Sterling for the four periods are
based on the closing mid-point spot rates at 4:00 pm (London time) derived
from WM /Reuters and as published by the Financial Times. Quarterly average
rates are calculated using the average of the daily rates during the relevant
period.Rates for the three months ended, December 31, 2011, March 31, 2012,
June 30, 2012 and September 30, 2012, were: 1.5719, 1.5704, 1.5831 and 1.5791

Exchange rates for US Dollar against Pounds Sterling are based on the closing
mid-point spot rates at 4:00 pm (London time) derived from WM /Reuters and as
published by the Financial Times, and comprise 1.6030 for March 31, 2011;
1.6055 for June 30, 2011; 1.5578 for September 30, 2011; 1.5541 for December
31, 2011; 1.5978 for March 31, 2012; 1.5685 for June 30, 2012 and 1.6148 for
September 30, 2012.

Monthly average rates are calculated using the average of the daily rates
during the month and comprise 1.5501 for January 2012; 1.5793 for February
2012; 1.5822 for March 2012; 1.5986 for April 2012; 1.5954 for May 2012;
1.5542 for June 2012; 1.5589 for July 2012; 1.5713 for August 2012 and 1.6104
for September 2012.


CONTACT: Investor Relations:
         Ross Hawley
         Head of Investor Relations
         +44 (0)1293 528844

         Monica Gould
         The Blueshirt Group
         +1 212 871-3927

         Media Relations:
         Kim Hughes
         The Blueshirt Group
         +1 415 516-6187

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