Edwards Group Limited Announces Fourth Quarter 2012 Results

Edwards Group Limited Announces Fourth Quarter 2012 Results

  *Q4 2012 revenue of £131.4 million
  *Net loss of £2.3 million or (2.04) pence per fully diluted share. Adjusted
    net income^1of £8.2 million, or 7.27 pence per fully diluted share. Net
    loss includes £8.6 million of FX translation losses on loans
  *Good performance in General Vacuum and Service offset by expected decline
    in Semiconductor revenue, in line with broader industry
  *Generated £27.4 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 £98.2 million
  *Strong cash conversion enabled repayment of $16 million (£10 million) of
    term loan in the quarter

CRAWLEY, WEST SUSSEX, United Kingdom, Feb. 26, 2013 (GLOBE NEWSWIRE) --
Edwards Group Limited (Nasdaq:EVAC) ("Edwards" or the "Company") announced
results of its operations for the fourth quarter ended December 31, 2012. In a
simultaneous announcement made today, Jim Gentilcore has been appointed Chief
Executive Officer, effective March 1, 2013.

Nick Rose, Chairman of Edwards said "This was a good result given where the
semiconductor capex cycle was as we entered the final quarter of the year. The
positive momentum in December was also encouraging, as a number of the leading
manufacturers showed signs of more investment activity, which enabled Edwards
to come in above the guidance range and this has continued into the New Year."

David Smith, Chief Financial Officer, said, "We saw a positive contribution
from General Vacuum where we believe we gained further market share, including
in the R&D subsector which was up over 30% on the prior quarter and on the
prior year. We also benefitted from continued healthy performance in Service,
with the sequential decline driven almost entirely by Semiconductor weakness.

The General Vacuum and Service sectors acted as a positive diversifier away
from what we believe to have been the bottom point of our Semiconductor
revenue during the quarter, and demonstrates that our strategy is working.
China continues to be an interesting market, with General Vacuum sales up over
30% for the year as a whole, and a recent win of a significant FPD project to
be delivered later this year and into 2014. It is a market we are committing
more resources to, including plans for our fourth service center and the
development of a manufacturing plant in Qingdao.

Despite the weaker 2^nd half picture we delivered a full year adjusted EBITDA
margin of 19.1%. The operational cost reduction measures we announced in
November will help our goal of reaching our target of at least 20% EBITDA
margin for 2013 as a whole, but they could not fully mitigate the degree of
softness in margins in the short term. Despite this, cash conversion and
operating cash flow remained very healthy and we continued our programme of
paying down debt.

For the first quarter, we would anticipate revenue of £135 million to £145
million and Adjusted net income of £8 million to £12 million, reflecting an
encouraging improvement in customer sentiment going into 2013. We do however
remain cautious as to the pace of the recovery in the near term, and would
expect General Vacuum to be subdued when compared to the fourth quarter,
impacted by a combination of macro factors and the annual investment cycle.

We have booked a £3.7 million charge for voluntary redundancy in Q4 and expect
to book a further £4-5 million in 2013 and as previously indicated we expect
to deliver annual savings in the region of £10 million."

On a sequential quarterly basis, revenue declined 6.7% to £131.4 million (Q3
2012: £140.9 million). The company recorded a net loss of £2.3 million, or a
loss of 2.04 pence per share (Q3 2012: £16.5 million net income, or 14.62
pence per share) due to foreign exchange losses (in particular the weakening
Yen/stronger US dollar) on the end-of-quarter revaluation of loans, partly
off-set by reductions in corporate and deferred taxes.

Adjusted net income was £8.2 million, or 7.27 pence per share (Q3 2012: £12.5
million or 11.08 pence per share), declining 34.4% due to lower revenue partly
offset by overhead savings. Adjusted EBITDA^3 declined to £20.8 million or
15.8% of revenue (Q3 2012: £26.0 million or 18.5% of revenue) and gross margin
fell 5.4 percentage points to 30.4%.

When compared to the fourth quarter of the prior year, revenue declined 15.6%
from £155.6 million and net income fell, principally due to reduced sales
volumes and the FX revaluation losses. Adjusted net income declined 42.3% from
£14.2 million or 14.15 pence per fully diluted share. Gross margin fell by 1.5
percentage points from 31.9% and Adjusted EBITDA decreased 25.2% from £27.8
million or 17.9% of revenue.

On a full year basis, revenue was £595.3 million and adjusted net income was
£52.7 million.

Key Data

                                                       
                    Three months ended                 Three months ended
                     December 31                         Sept 30
                                             %                    %
                    2012          2011         Change   2012         Change
                    £m            £m                   £m           
Revenue              131.4         155.6        -15.6%   140.9        -6.7%
                                                                 
Gross Profit         39.9          49.6         -19.6%   50.4         -20.8%
Gross margin         30.4%         31.9%        -1.5pts  35.8%        -5.4pts
                                                                 
Net (loss)/ Income   (2.3)         5.9                  16.5         
                                                                 
Weighted average
shares - basic and   112,848,333   100,348,333          112,848,333  
diluted ^(4)
                                                                 
                    (pence)       (pence)              (pence)      
(Loss)/Earnings per
share- basic and     (2.04)        5.88                 14.62        
diluted
                                                                 
                                                                 
Adjusted EBITDA^(3)  20.8          27.8         -25.2%   26.0         -20.0%
Adjusted EBITDA      15.8%         17.9%        -2.1pts  18.5%        -2.7pts
margin
                                                                 
Adjusted Net         8.2           14.2         -42.3%   12.5         -34.4%
Income^(1)
Adjusted Net Income  6.2%          9.1%         -2.9pts  8.9%         -2.7pts
margin
                                                                 
                    (pence)       (pence)              (pence)      
Adjusted net income
per share- basic and 7.27          14.15        -48.6%   11.08        -34.4%
diluted
                                                                 
Management operating 19.5          25.4         -23.2%   19.5         --%
cash flow^(2)
                                                                 
Cash and cash        98.2          91.8                 96.5         
equivalents
Net debt^(5)         (265.4)       (364.5)              (280.3)      
Net leverage^(6)     2.6x          2.4x                 2.6x         

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.
^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, 2,149,340 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
                      December 31           September 30
                               %                %
                     2012  2011  increase  2012    increase
                                  /decrease         /decrease
                     £m    £m             £m      
                                               
Semiconductor         37.2  58.7  -36.6%    45.4    -18.1%
General Vacuum        42.7  45.9  -7.0%     42.4    0.7%
Emerging Technologies 10.2  13.7  -25.5%    11.4    -10.5%
Service               41.3  37.3  10.7%     41.7    -1.0%
                     131.4 155.6 -15.6%    140.9   -6.7%


Semiconductor revenue saw a further decline as the pause in capital
expenditure by key manufacturers continued for much of the fourth quarter,
with Memory and Foundry subsectors the most subdued. Revenue for Logic
improved from the lows in the third quarter, reflecting increased activity in
December in particular from a number of the leading capex spenders.

General Vacuum revenue increased slightly over the quarter, despite the
difficult economic environment and a continued decline in the GV industry. The
high margin R&D subsector saw the strongest growth, with revenue up over 30%
against the previous quarter and against the prior year. Compared to the prior
year quarter Korea and South East Asia recorded the greatest revenue increase.

Emerging Technology revenue remained at the low level experienced throughout
the year.

Service revenue dipped slightly compared to the record level attained in the
third quarter, but was still up over 10% on the prior year.The Americas
continued a strong year, helped in part by the final stages of a large one-off
project.In addition, Taiwan saw a notable increase in volume. Compared to Q4
2011, healthy growth was evident across the Americas and Asia, with the
exception of Japan where the market remains challenging.

Additional Quarterly Financial Information

Cost of sales for the fourth quarter was £91.5 million, a decrease of £14.5
million compared to the prior year period, principally reflecting lower
revenue.Gross profit margin fell 1.5 percentage points to 30.4% of revenue,
as lower costs were more than offset by the impact of lower volumes within the
Semiconductor application sector.

Sales, general and administrative expenses decreased by 10.4% to £18.9
million. Total spending on research and development before capitalization was
£7.5 million.This equates to 5.7% of revenue, with absolute spend increased
by £0.6 million compared to the prior year period.Restructuring and
transaction costs increased by £0.4 million to £6.0 million, which included a
£3.7 million charge with respect to the additional cost reduction actions
announced last quarter.

The Company's ending cash and cash equivalents balance at December 31, 2012
was £98.2 million (Q3 2012: £96.5 million).During the fourth quarter, the
Company generated £27.4 million in cash from operations. Management operating
cash flow was strong at £19.5 million in the fourth quarter of 2012, a 94%
cash conversion, although down £5.9 million from the prior year period (Q3
2012: £19.5 million).Inventory fell by 11.3% to £93.8 million, equivalent to
112 days (Q3 2012: £104.2 million, 119 days). Cash used in investing
activities totaled £6.5 million, a decrease of £2.5 million due to the earlier
completion of the manufacturing plant commissioning in the Czech Republic and
South Korea.

The Company's indebtedness at December 31, 2012 was £365.6 million, a
reduction of £13.2 million from the prior quarter, due to £11.6 million of
local and corporate loan repayments and £1.5 million mainly due to the impact
of foreign exchange movements. The Company's net debt declined by £14.9
million to £265.4 million with a net leverage ratio of 2.6x.

The net tax credit of £8.7m for the quarteris the result of lower taxable
profits from the 3rd and 4th quarters impacting on the overall tax charge for
the current year, together with the impact of certain deferred tax credits due
to rate change reductions.

Business Developments in Q4 2012

Edwards continued to gain significant traction with its nXDS small scroll
pump, selling nearly 1,000 pumps since launch and enjoying a very positive
response with prequalification from a number of new OEMs.It introduced the
first intelligent dry pump for steel degassing applications, offering enhanced
energy saving capabilities.Edwards also progressed with plans for two China
infrastructure investments, comprising a fourth service centre and the signing
of a land-use contract for a manufacturing operation to be based in Qingdao,
initially focused on General Vacuum products; together with further
localization capabilities in Taiwan.

During the quarter, Edwards' advanced gas abatement system for LED processes
won Plant Engineering China magazine's 2012 Best Product of the Year award in
the Environmental Health category.In addition, The Singapore National
Environment Agency awarded leading global semiconductor foundry, United
Microelectronics Corp, a grant for the adoption of Edwards'
environmentally-friendly iXL120 dry vacuum pump, marking the first time a
vacuum pump has been recognized in this way.

Edwards has also appointed a new Operations Director, John Woodburn, who took
up his role on February 13th.Woodburn has over 30 years of manufacturing
experience with leading technical and engineering businesses, most recently
holding general management and senior operations and supply chain management
roles at electronics manufacturing services giant Jabil, and at electrical and
optical connection provider Volex. These roles encompassed global multi-site
operations with direct experience in Asia including the building out of a
China capability.

Guidance

For the first quarter of 2013, Edwards anticipates revenue of £135 million to
£145 million reflecting a more encouraging semiconductor outlook. The company
expects to achieve Adjusted net income of £8 million to £12 million, or 7
pence to 11 pence per fully diluted share.

For the purpose of calculating net income and Adjusted net income per share in
the first quarter of 2013, 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 March 31, 2013 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$1.6255
at 4:00 PM (London time) on December 31, 2012.

Company Earnings Conference Call

The Company will conduct a conference callThursday, February 28at 8:00 AM
Eastern Time to discuss the financial results for its fourth quarter ended
December 31, 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 98130686.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 98130686.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 3,200 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
equipment.

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

The Edwards Group Limited logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=13010

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
(UNAUDITED)

                              Three months ended      Year ended
                               December 31             December 31
                                                               
                              2012        2011        2012        2011
                              £m          £m          £m          £m
Revenue                        131.4       155.6       595.3       700.5
                                                               
Cost of sales                  (91.5)      (106.0)     (385.2)     (442.6)
                                                               
Gross Profit                   39.9        49.6        210.1       257.9
                                                               
Sales, general & admin         (18.9)      (21.1)      (90.1)      (99.1)
excluding amortization
R&D costs excluding            (5.6)       (3.8)       (21.5)      (18.3)
amortization
Restructuring and transaction  (6.0)       (5.6)       (14.0)      (23.7)
costs
Share based compensation       (0.5)       --          (1.1)       --
expenses
Amortization                   (4.7)       (4.6)       (18.3)      (17.9)
Total administrative expenses  (35.7)      (35.1)      (145.0)     (159.0)
Other gains/ (losses)          0.1         (1.3)       (1.8)       3.4
                                                               
Operating Income               4.3         13.2        63.3        102.3
                                                               
Finance income and costs       (15.3)      (10.5)      (26.7)      (32.5)
                                                               
(Loss)/Income before income    (11.0)      2.7         36.6        69.8
taxes
                                                               
Provision for income taxes     8.7         3.2         2.5         (13.6)
                                                               
Net (Loss)/Income              (2.3)       5.9         39.1        56.2
                                                               
Weighted average number of     112,848,333 100,348,333 108,408,442 100,348,333
shares - basic
Weighted average number of     112,848,333 100,348,333 108,408,442 100,348,333
shares – fully diluted
Earnings per share
attributable to the equity                                      
holders of the company
                              (pence)     (pence)     (pence)     (pence)
(Loss)/Earnings per share –    (2.04)      5.88        36.07       56.00
basic and fully diluted




Edwards GroupLimited
Consolidated Balance Sheets
(UNAUDITED)

                                                    December 31, December 31,
                                                     2012         2011
                                                    £m           £m
Non-Current assets                                               
Goodwill                                             205.0        220.4
Intangible assets                                    190.7        206.4
Property, plant and equipment                        125.9        130.0
Other receivables                                    7.9          7.0
Deferred tax assets                                  19.4         22.9
Derivative financial instruments                     2.3          --
                                                    551.2        586.7
                                                                
Current assets                                                   
Inventories                                          93.8         105.8
Trade receivables                                    78.4         105.2
Other receivables                                    15.6         27.2
Derivative financial instruments                     5.2          0.8
Current tax receivables                              1.6          5.4
Bank deposits                                        2.0          --
Cash and cash equivalents                            98.2         91.8
                                                    294.8        336.2
Total assets                                         846.0        922.9
                                                                
Current liabilities                                              
Borrowings and finance leases                        (4.0)        (4.7)
Derivative financial instruments                     (7.4)        (9.6)
Trade payables                                       (48.5)       (84.2)
Other payables                                       (39.1)       (59.6)
Provisions                                           (15.2)       (20.4)
Current tax liabilities                              (1.5)        (2.3)
                                                    (115.7)      (180.8)
                                                                
Non-current liabilities                                          
Borrowings and finance leases                        (361.6)      (451.6)
Derivative financial instruments                     (5.7)        (10.5)
Other payables                                       (3.3)        (0.2)
Provisions                                           (33.3)       (30.3)
Retirement benefit obligations                       (14.9)       (13.1)
Deferred tax liabilities                             (51.7)       (68.2)
                                                    (470.5)      (573.9)
Share capital                                        (0.2)        (0.3)
Share premium                                        (53.8)       (5.9)
Reserves                                             (205.8)      (162.0)
Total equity attributable to shareholders of the     (259.8)      (168.2)
company
Total equity and liabilities                         (846.0)      (922.9)




Edwards Group Limited
Consolidated Statement of Cash Flows
(UNAUDITED)


                                           Three months ended Year ended
                                            December 31        December 31
                                           2012     2011      2012   2011
                                           £m       £m        £m     £m
Net Income                                  (2.3)    5.9      39.1   56.2
                                                                  
Adjusted for:                                                      
-taxation                                   (8.7)    (3.2)    (2.5)  13.6
-net finance cost                           6.7      10.5     30.4   32.7
-unrealized foreign exchange                8.7      (0.9)    (5.2)  2.1
-amortization                               4.7      4.6      18.3   17.9
-depreciation                               4.6      4.0      17.0   16.9
-impairment                                 (3.1)    --        (3.1)  --
-loss on sale of property, plant &          2.8      1.1      2.2    0.8
equipment
-share based compensation expenses          0.5      --      1.1    --
-changes in working capital and other items                        
-changes in inventories                    11.0     1.3     9.6    (20.4)
-changes in receivables                    4.2      2.5      23.8   1.4
-changes in payables                       (3.4)    4.2      (36.6) (16.3)
-changes in provisions                     1.9      (1.7)    (5.0)  (3.8)
Cash generated from operations              27.6     28.3     89.1   101.1
Income tax paid                             (0.2)    (1.5)    (4.9)  (15.2)
Net cash generated from operating           27.4     26.8     84.2   85.9
activities
Purchases of property, plant and equipment  (5.1)    (7.3)    (16.7) (41.1)
Sales of property, plant and equipment      2.1      2.3     2.4    2.4
Purchases of intangible assets              (3.7)    (4.3)    (11.7) (12.5)
Interest received                           0.2      0.3      0.8    0.6
Bank deposits                               --       --        (2.1)  --
Total cash flows from investing activities  (6.5)    (9.0)    (27.3) (50.6)
Interest paid                               (7.3)    (7.9)    (28.3) (26.5)
Proceeds from issue of shares               --       --      53.7   --
Drawdown of debt                            0.1      0.1     0.1    187.9
Repayment of debt                           (11.6)   (1.7)    (75.5) (175.3)
Payment of transaction fees                 --       (0.7)   --     (8.0)
Payment of preference dividend              --       --      --     (81.1)
Total cash flows from financing activities  (18.8)   (10.2)   (50.0) (103.0)
                                                                  
Net increase/ (decrease) in cash and cash  2.1      7.6      6.9    (67.7)
equivalents
Cash and cash equivalents at the beginning  96.5     84.7     91.8   161.0
of the period
Effects of foreign exchange rate changes    (0.4)    (0.5)    (0.5)  (1.5)
Cash and cash equivalents at the end of the 98.2     91.8     98.2   91.8
period
Cash and cash equivalents comprise:                                
Cash at bank and in hand                    98.2     91.8      98.2   91.8


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
liquidity.

                                                                
                                   Three months ended Three months Year ended
Unaudited                          December 31        ended        December 31
                                                      September 30
                                                               
                                  2012      2011     2012         2012
                                  £m        £m       £m           £m
Net income                         (2.3)     5.9      16.5         39.1
Interest                           6.7       6.4      7.1          30.3
Taxation                           (8.7)     (3.2)    2.2          (2.5)
Depreciation                       4.6       4.0      4.3          17.0
Amortization                       4.7       4.6      4.6          18.3
EBITDA                             5.0       17.7     34.7         102.2
Finance income and costs excluding 8.6       4.1      (11.9)       (3.6)
interest
Restructuring and transaction      6.0       5.6      2.8          14.0
costs
(Profit) /loss on sales of PP&E
(excluding amounts charged to      0.7       0.4      --           0.2
restructuring and transaction
costs)
Share based compensation expenses  0.5       --       0.4          1.1
Adjusted EBITDA                    20.8      27.8     26.0         113.9
                                                               
Changes in trade working capital   8.8       7.5      (3.3)        (7.9)
Net cash payments for capital      (8.8)     (6.9)    (5.1)        (26.0)
expenditures
Other cash movements and non-cash  (1.3)     (3.0)    1.9          (3.9)
items
Management operating cash flow     19.5      25.4     19.5         76.1
                                                               
Net income                         (2.3)     5.9      16.5         39.1
Restructuring and transaction      6.0       5.6      2.8          14.0
costs
Currency translation (gain) /loss  8.6       (0.1)    (11.9)       (3.6)
PPA amortization                   2.5       2.7      2.6          10.2
Share based compensation expenses  0.5       --       0.4          1.1
Tax shield on adjustments          (7.1)     0.1      2.1          (8.1)
Adjusted net income                8.2       14.2     12.5         
                                                                   52.7


Additional Information and Notes to the Financial Statements

1. Basis of Presentation

Edwards Group Limited was incorporated in the Cayman Islands on 10 February
2012. 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
subsidiaries.

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 December 31, 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 December 31,           ended September 30,
           2012      2011               2012   
           £m        £m       % increase £m      % increase
                               /decrease          /decrease
Europe      23.1      26.5     -12.8%     22.5    2.7%
Americas    42.5      51.7     -17.8%     45.1    -5.8%
South Korea 16.7      29.2     -42.8%     21.2    -21.2%
Japan       18.0      22.1     -18.6%     18.2    -1.1%
Taiwan      14.1      10.9     29.4%      14.9    -5.4%
China       10.6      9.6      10.4%      12.8    -17.2%
Other Asia  6.4       5.6      14.3%      6.2     3.2%
Total sales 131.4     155.6    -15.6%     140.9   -6.7%

3. Administrative Expenses

                                                           Three months
                                                           ended December 31,
                                                           2012      2011
                                                           £m        £m
Sales and marketing                                         11.2      13.4
General and administrative (excluding amortization)         8.6       9.3
Bonus                                                       (0.9)     (1.6)
Sales, general and administrative expenses (excluding       18.9      21.1
amortization)
R&D excluding amortization                                  5.6       3.8
Restructuring and transaction costs                         6.0       5.6
Amortization (excluding PPA amortization)                   2.2       1.9
PPA amortization                                            2.5       2.7
Share based compensation expenses                           0.5       --
Total administrative expenses                               35.7      35.1

4. Research and Development Costs (excluding amortization)

                                                           Three months
                                                            ended December 31,
                                                           2012      2011
                                                           £m        £m
Research and development expensed in the income statement   5.6       
excluding amortization                                                3.8
Capitalization of development expenditure                   1.9       3.1
Total research and development spending                     7.5       6.9
Research and development spending as a percentage of        5.7%      4.4%
revenue

5. Finance Income and Costs

                                                           Three months
                                                            ended December31,
                                                           2012      2011
                                                           £m        £m
Interest (paid) and received                                (5.3)     (9.4)
Foreign exchange (losses)/gains on bank and intra-group     (8.6)     --
loans
Fees and amortization of fees                               (1.4)     (1.1)
Finance income and costs                                    (15.3)    (10.5)

6. Capital Expenditures

                                                       Three months
                                                       ended December 31,
                                                       2012      2011
                                                       £m        £m
Research and development capitalized                    1.9       3.1
Property plant& equipment (PP&E) and other intangibles 6.9       6.1
Restructuring PP&E                                      --        2.4
Total capital expenditure                               8.8       11.6

7. Reconciliation of Net Debt

                                            Other              
                             As of      Cash non-cash  Exchange  As of
                              January 1, flow movements movements December 31,
                             2012                             2012
                             £m         £m   £m        £m        £m
                                                             
Cash and cash equivalents     91.8       6.9  --        (0.5)     98.2
Bank deposits                 --         2.1  --        (0.1)     2.0
Cash at bank                  91.8       9.0           (0.6)     100.2
                                                             
Bank term loans               (442.7)    69.3 --        17.8      (355.6)
Unamortized fees relating to  7.6        --   (2.7)              4.9
the bank term loans
Other loans                   (15.2)     4.5  --        (0.1)     (10.8)
Finance leases                (6.0)      1.6  --        0.3       (4.1)
Total borrowings and finance  (456.3)    75.4 (2.7)     18.0      (365.6)
leases
                                                             
Total Net Debt                (364.5)    84.4 (2.7)     17.4      (265.4)

                                             
8. Shares Outstanding                         
                                             
                                   Weighted     Weighted
                     Shares       average      average
                      Outstanding  shares       shares
                                   Quarter      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
December 2012         112,848,333 112,848,333 108,408,442

Appendix: Supplemental Information for Lenders Under the First Lien Credit
Agreement

                         March 31, June 30, September 30, December 31, LTM
                         2012      2012     2012          2012         
                         $m        $m       $m            $m           $m
Adjusted EBITDA           50.3      55.6     41.1          33.4         180.4
less capitalization of    (3.5)     (3.3)    (3.0)         (3.0)        (12.8)
development expenditure
Pro-forma EBITDA          46.8      52.3     38.1          30.4         167.6
                                                                   
Secured facilities                                                  
First lien                                                         578.1
Total senior debt                                                   578.1
                                                                   
Other borrowings                                                    24.4
Total senior debt and                                               602.5
other
                                                                   
Less:                                                              
Cash and cash equivalents                                           159.6
Bank deposits                                                      3.3
Total cash at bank                                                  162.9
                                                                   
Consolidated net debt                                               439.6
                                                                   
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, September 30, 2012 and December 31, 2012, were: 1.5719, 1.5704,
1.5831, 1.5791 and 1.6059 respectively.

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: 1.6148 for
September 30, 2012 and 1.6255 for December 31, 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: 1.6104 for
September 2012; 1.6081 for October 2012; 1.5965 for November 2012; and 1.6133
for December 2012.

EVAC-F

CONTACT: Investor Relations:
        
         Ross Hawley
         Head of Investor Relations
         Edwards
         +44 (0)1293 528844
         investors@edwardsvacuum.com
        
         Monica Gould
         The Blueshirt Group
         +1 212 871-3927
         monica@blueshirtgroup.com

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