Edwards Group Limited Announces Third Quarter 2013 Results

Edwards Group Limited Announces Third Quarter 2013 Results

  *Third quarter 2013 revenue of £178.6 million, up 8.8% on Q2 '13
  *Net income of £40.3 million or 35.56 pence per fully diluted share
  *Adjusted net income^1of £25.8 million, or 22.76 pence per fully diluted
    share
  *Continuing strong momentum in Semiconductor and Flat panel revenues
  *Generated £46.0 million in cash from operations, and £38.5 million in
    management operating cash flow^2
  *Ended the quarter with cash and cash equivalents of £107.3 million after
    repaying $31.4 million (£20.3 million) of the term loan during the quarter
  *Adjusted EBITDA rose to £45.1 million, delivering a 25.3% margin

CRAWLEY, West Sussex, United Kingdom, Nov. 1, 2013 (GLOBE NEWSWIRE) -- Edwards
Group Limited (Nasdaq:EVAC) ("Edwards" or the "Company") announced results of
its operations for the third quarter ended September 30, 2013.

Jim Gentilcore, CEO of Edwards said: "We have continued to enjoy a positive
market environment in both semiconductor and flat panel. Together these have
helped to deliver another strong performance for the quarter as a whole, well
above our initial guidance given at the end of July. Although General Vacuum
revenues were marginally down on the second quarter, order activity was
positive and positions us well for the final quarter of the year.

"The acquisition of Edwards by the Swedish group Atlas Copco was announced on
August 19 and ratified by our shareholders at an Extraordinary General Meeting
on October 4. We have been making good progress with the anti-trust clearances
in various jurisdictions and will update the market in due course once they
have all been received and the timetable for completion becomes clearer. Given
this progress, and as previously announced, we are not providing guidance for
the fourth quarter.

"At this time I would also like to extend my personal thanks to Edwards' CFO,
David Smith who has announced that he will leave the group at the end of the
year to take up a significant new role. Over his three years at Edwards, David
was instrumental in the fundamental transformation of the Edwards' business
and operational footprint, delivering a substantially improved financial basis
for the business."

David Smith, Edwards' CFO commented: "This has been a very good quarterly
result with all metrics close to or above the top of our long term target
range. Operating cash flow was extremely strong, driven by gross margin up to
over 41% and adjusted EBITDA margin was up over 3 points from the prior
quarter. These reflect the operational gearing inherent in the business,
despite some adverse FX impact given the weakening dollar. On a 9 month basis
revenues are 5% above where we were at this time last year."

On a sequential quarterly basis, revenue increased 8.8% to £178.6 million (Q2
2013: £164.1 million). The company recorded net income of £40.3 million, or
35.56 pence per diluted share (Q2 2013: £27.0 million, or 23.91 pence per
diluted share) due to increased revenue driving higher margins and significant
exchange gains of £21.5 million on the end-of-quarter revaluation of long term
loans.

Adjusted net income grew by 50.0% to £25.8 million, or 22.76 pence per diluted
share (Q2 2013: £17.2 million or 15.23 pence per diluted share), due to
increased revenue and higher operating margins more than off-setting increases
in sales and marketing expenses. Adjusted EBITDA^3 increased to £45.1 million
or 25.3% of revenue (Q2 2013: £36.2 million or 22.1% of revenue) and gross
margin rose by 3.0 percentage points to 41.3%.

When compared to the third quarter of the prior year, revenue increased 26.8%
from £140.9 million to £178.6 million, with both Semiconductor and Emerging
Technology delivering strong growth. Adjusted net income increased to £25.8
million or 22.76 pence per diluted share from £12.5 million or 11.08 pence per
diluted share. Adjusted EBITDA increased from £26.0 million to £45.1 million
and gross margin increased by 5.5 percentage points.

Key Data

                                                                        
            Three months ended             Three months ended   
             September 30                   June 30
            2013        2012        %      2013        %
                                     Change             Change
            £m          £m                £m          
Revenue      178.6       140.9       26.8%  164.1       8.8%
                                                   
Gross Profit 73.7        50.4        46.2%  62.9        17.2%
Gross margin 41.3%       35.8%       5.5pts 38.3%       3.0pts
                                                   
Net Income   40.3        16.5              27.0        
                                                   
Weighted
average                                             
shares
- basic     112,850,259 112,848,333       112,848,492 
- diluted   113,334,750 112,848,333       112,919,230 
^(4)
                                                   
            (pence)     (pence)           (pence)     
Earnings per
share -      35.71       14.62             23.93       
basic
Earnings per
share -      35.56       14.62             23.91       
diluted
                                                   
                                                   
Adjusted     45.1        26.0        73.5%  36.2        24.6%
EBITDA^(3)
Adjusted
EBITDA       25.3%       18.5%       6.8pts 22.1%       3.2pts
margin
                                                   
Adjusted Net 25.8        12.5        106.4% 17.2        50.0%
Income^(1)
Adjusted Net
Income       14.4%       8.9%        5.5pts 10.5%       3.9pts
margin
                                                   
            (pence)     (pence)           (pence)     
                                                   
Adjusted net
income per   22.86       11.08       106.4% 15.24       50.0%
share -
basic
Adjusted net
income per   22.76       11.08       105.4% 15.23       49.4%
share -
diluted
                                                   
Management
operating    38.5        19.5        97.4%  41.9        -8.1%
cash
flow^(2)
                                                   
Cash and
cash         107.3       96.5              109.1       
equivalents
Net debt^(5) (211.0)     (280.3)           (246.8)     
Net          1.7x        2.6x              2.2x        
leverage^(6)
                                                                  
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, non-cash compensation expense
and tax shield on adjustments.
                                                   
^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.
1,250,000 options were issued in conjunction with the IPO
under the company's equity plan with a further 300,000 issued
in February 2013 and 60,000 issued on June 15, 2013. In
October 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 First Lien Credit
Agreement debt, the aggregate of other indebtedness including
unamortized fees relating to bank term loans, deferred
consideration, 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
as amended and restated in March 2013 and is calculated in US
Dollars. The amendment in March 2013 replaced Proforma
Adjusted EBITDA as defined in the previous version of the
agreement with Adjusted EBITDA as defined by the Company and
used in this document. Reporting periods prior to Q1 2013 have
not been restated for the leverage calculation. Net debt
excludes unamortized fees relating to bank term loans for the
purpose of calculating leverage.

Application Sector Performance

                                                                   
                     Three months ended    Three months ended
                      September 30          June 30
                                  %                 %
                                 increase/         increase/
                      2013  2012  decrease  2013    decrease
                     £m    £m             £m      
                                               
Semiconductor         71.0  45.4  56.4%     66.4    6.9%
General Vacuum        40.5  42.4  -4.5%     41.0    -1.2%
Emerging Technologies 24.7  11.4  116.7%    14.6    69.2%
Service               42.4  41.7  1.7%      42.1    0.7%
                     178.6 140.9 26.8%     164.1   8.8%
                                                                  

Semiconductor revenues were up over 56% on the prior year and up nearly 7% on
the prior quarter, reflecting the ongoing momentum seen throughout 2013.The
US remained the strongest region, driven by orders for sub-20nm fabs. Overall
spend on Logic continued to be very strong, while Memory sector investment
increased from the global majors and niche specialists.Foundry investment was
relatively stable in the quarter and OEM revenues continued to be robust.On a
year to date basis, Semiconductor was 2.3% above the prior year.

General Vacuum was down 4.5% on the prior year where there were some
significant coating orders, but only marginally down on the prior
quarter.Scientific and R&D sectors were stable against the prior year, while
Process rose sharply as a couple of significant power and refining
infrastructure projects were completed in the quarter. While order book
momentum was strong in the quarter, Industrial revenues were lower against the
strong prior year comparable, with the US region most affected by macro
weakness. On a year to date basis, General Vacuum was 4.7% below the prior
year.

Emerging Technologies' revenue growth continued to be very positive, again
delivering strong gains over both prior quarter and prior year.With LED and
Solar sectors stable, FPD sales were the driver of revenues being up
117%.These included the completion of significant LCD orders to 3 new fabs in
China and ongoing spend in Korea for OLED-related technology. On a year to
date basis, Emerging Technologies was 68.7% above the prior year.

Service revenues grew 0.7% on the prior quarter, marking a third record
quarter in the past 12 months. Asia continued to perform well, including China
and Japan which were up strongly against both the prior quarter and the prior
year.While the poor macro environment impacted activity at certain customers
in Europe, there was strong growth at a number of key semiconductor accounts
in Taiwan.The US macro environment was also a drag on regional performance,
but offset by ongoing work with a major customer on a refresh project.On a
year to date basis, Service was 2.4% above the prior year.

Additional Quarterly Financial Information

Cost of sales for the third quarter was £104.9 million, an increase of £14.4
million compared to the prior year period reflecting high volumes. Gross
profit margin was up 5.5 percentage points on the prior year and up 3.0
percentage points on the prior quarter at 41.3%.

Sales, general and administrative expenses were £27.0 million, an increase of
£4.8 million compared to the prior year period, mainly due to an increase in
variable compensation. Total spending on research and development before
capitalization was £7.5 million, equating to 4.2% of revenue, with absolute
spend increasing by £0.4 million compared to the prior year period.
Restructuring and transaction costs incurred totaled £2.4 million including an
accrual for £1.9 million with respect to fees to be incurred for the sale of
the business to Atlas Copco.

The Company's ending cash and cash equivalents balance at September 30, 2013
was £107.3 million (Q2 2013: £109.1 million).During the third quarter, the
Company generated £46.0 million in cash from operations. Management operating
cash flow was strong at £38.5 million in the third quarter of 2013, an 85%
cash conversion, up £19.0 million from the prior year period (Q3 2012: £19.5
million) with improvements in net working capital outweighing increased
capital expenditure. Cash used in investing activities totaled £15.5 million,
through continued investment in R&D, capex across manufacturing sites, the
China/Taiwan projects and the acquisition of Gamma Vacuum.

The Company's indebtedness at September 30, 2013 decreased by £37.7 million in
the quarter to £320.3 million, due to a repayment of $31.4 million (£20.3
million) and favourable foreign exchange revaluations. Overall, the Company's
net debt decreased by £35.8 million to £211.0 million with a net leverage
ratio of 1.7x, achieving the objective of a debt ratio of under 2x well before
our 2013 year end.

The Company recorded a tax charge of £10.1 million for the quarter, which
equates to 20.0% of income before taxes.

Business Developments in Q3 2013

Within the quarter, Edwards announced and then completed the acquisition of
Gamma Vacuum, a market leader in the design, manufacture and service of
ultra-high vacuum (UHV) pumps. Founded in 2003, Gamma has a very strong
reputation for the manufacture and distribution of Ion and Titanium
Sublimation pumps, used in applications principally in the R&D sector such as
for high energy physics, together with other R&D, Scientific and Industrial
applications.In 2012, Gamma had revenues in excess of US$9.0 million.

The transaction expanded Edwards' General Vacuum product range into UHV,
giving the capability to supply a total vacuum package from UHV through to
atmospheric pumping. Since completion there has been positive and active
interest from customers for such total vacuum solutions, for applications such
as electron microscopy.

Edward's recent launch of the iPUP2 for less harsh semiconductor applications
has been very well received by the market after its roll-out in various
geographies, and has achieved a faster take-up than initially expected.There
has also been ongoing progress within a number of development projects,
including field trials on 450mm-related turbo and new etch pumping
solutions.The ATEX certification for the CXS pump for chemical applications
was also extended to cover pharmaceutical applications.

Further progress was made with the growth projects in China, including the
construction of the new factory in Qingdao where the main building
construction is underway and the factory steelwork has already been
completed.Alongside the infrastructure, local recruitment is gaining
momentum.In Xian, site preparations and ground works were commenced for the
new service center following the granting of the business registration and
license.In the UK, the consolidation of the R&D teams through the final
relocations to the new Global Technology Centre in Burgess Hill was completed
on time.

About Edwards

Edwards is a leading developer and manufacturer of sophisticated vacuum
products, abatement systems and related value-added services. These are
integral to manufacturing processes for semiconductors, flat panel displays,
LEDs and solar cells; are used within an increasingly diverse range of
industrial processes including power, glass and other coating applications,
steel and other metallurgy, pharmaceutical and chemical; and for both
scientific instruments and a wide range of R&D applications.

Edwards has over 3,200 full-time employees and 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.

Cautionary Statement Concerning Forward Looking Statements

This release includes forward-looking statements, beliefs or opinions,
including statements with respect to the Company's 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      Nine months ended
                       September 30            September 30
                      2013        2012        2013        2012
                      £m          £m          £m         £m
Revenue                178.6       140.9       486.9       463.9
                                                       
Cost of sales          (104.9)     (90.5)      (298.1)     (293.7)
                                                       
Gross Profit           73.7        50.4        188.8       170.2
                                                       
Sales, general & admin (27.0)      (22.2)      (78.5)      (71.8)
excluding amortization
R&D costs excluding    (5.4)       (5.2)       (15.9)      (15.9)
amortization
Restructuring and
transaction (costs) /  (2.4)       (2.8)       8.9         (8.0)
releases
Amortization           (4.9)       (4.6)       (15.1)      (13.6)
Total administrative   (39.7)      (34.8)      (100.6)     (109.3)
expenses
Other (losses)/gains  (1.5)       (1.7)       0.4         (1.9)
                                                       
Operating Income       32.5        13.9        88.6        59.0
                                                       
Finance income and     17.9        4.8         (24.8)      (11.4)
costs
                                                       
Income before income   50.4        18.7        63.8        47.6
taxes
                                                       
Income tax expense     (10.1)      (2.2)       (13.9)      (6.2)
                                                       
Net Income             40.3        16.5        49.9        41.4
                                                       
Weighted average
number of shares –     112,850,259 112,848,333 112,849,035 106,917,676
basic
Weighted average
number of shares –     113,334,750 112,848,333 113,079,540 106,917,676
diluted
                                                       
Earnings per share
attributable to the                                     
equity holders of the
company
                      (pence)     (pence)     (pence)     (pence)
Earnings per share –   35.71       14.62       44.22       38.72
basic
Earnings per share –   35.56       14.62       44.13        38.72
diluted
                                                                         


Edwards GroupLimited
Consolidated Balance Sheets
(UNAUDITED)
                                                                           
                                                            
                                               September 30, December 31,
                                                2013          2012
                                               £m            £m
Non-Current assets                                           
Goodwill                                        202.6         205.0
Intangible assets                               181.6         190.7
Property, plant and equipment                  121.6         125.9
Other receivables                               7.3           7.9
Deferred tax assets                             14.1          19.4
Derivative financial instruments               3.4           2.3
                                               530.6         551.2
                                                            
Current assets                                               
Inventories                                     99.0          93.8
Trade receivables                              88.1          78.4
Other receivables                               21.2          15.6
Derivative financial instruments               6.9           5.2
Current tax receivables                         0.4           1.6
Bank deposits                                   2.0           2.0
Cash and cash equivalents                       107.3         98.2
                                               324.9         294.8
Total assets                                    855.5         846.0
                                                            
Current liabilities                                          
Borrowings and finance leases                  (5.5)         (4.0)
Derivative financial instruments               (5.9)         (7.4)
Trade payables                                  (66.8)        (48.5)
Other payables                                  (54.0)        (39.1)
Provisions                                     (15.4)        (15.2)
Current tax liabilities                         (9.9)         (1.5)
                                               (157.5)       (115.7)
                                                            
Non-current liabilities                                      
Borrowings and finance leases                  (314.8)       (361.6)
Derivative financial instruments               (2.8)         (5.7)
Other payables                                  (3.9)         (3.3)
Provisions                                      (14.5)        (33.3)
Retirement benefit obligations                  (14.4)        (14.9)
Deferred tax liabilities                        (39.9)        (51.7)
                                               (390.3)       (470.5)
Share capital                                  (0.2)         (0.2)
Share premium                                   (53.8)        (53.8)
Reserves                                        (253.7)       (205.8)
Total equity attributable to shareholders of    (307.7)       (259.8)
the company
Total equity and liabilities                    (855.5)       (846.0)
                                                                           


Edwards Group Limited
Consolidated Statement of Cash Flows
(UNAUDITED)
                                                                         
                                Three months ended Nine months
                                 September 30       ended September 30
                                2013      2012     2013      2012
                                £m        £m       £m        £m
Net Income                       40.3      16.5     49.9      41.4
                                                          
Adjusted for:                                              
-taxation                        10.1      2.2      13.9      6.2
-net finance cost                6.6       7.1      20.2      23.7
-unrealized foreign exchange     (23.9)    (11.3)   2.4       (13.9)
-amortization                    4.9       4.6      15.1      13.6
-depreciation                    4.2       4.3      12.7      12.4
-loss/(profit) on sale of        0.1       --      0.3       (0.6)
property, plant & equipment
-share based compensation        1.0       0.4      2.3       0.6
expenses
-changes in working capital and                            
other items
-changes in inventories          (8.7)     4.1      (5.1)     (1.4)
-changes in receivables          4.4       11.8     (9.4)     19.6
-changes in payables             5.1       (18.8)   29.8      (33.2)
-changes in provisions           1.9       (1.1)    (16.5)    (6.9)
Cash generated from operations   46.0      19.8     115.6     61.5
Income tax paid                  (2.0)     (2.4)    (5.5)     (4.7)
Net cash generated from          44.0      17.4     110.1     56.8
operating activities
Purchases of property, plant and (4.6)     (3.7)    (9.4)     (11.6)
equipment
Sales of property, plant and     0.1       0.2      0.1       0.3
equipment
Purchases of intangible assets   (4.6)     (2.4)    (11.6)    (8.0)
Acquisition of businesses        (6.5)     --       (6.5)     --
Interest received                0.1       0.2      0.3       0.6
Bank deposits                    --        (2.1)    --        (2.1)
Total cash flows from investing  (15.5)    (7.8)    (27.1)    (20.8)
activities
Interest paid                    (5.8)     (6.4)    (19.0)    (21.0)
Proceeds from issue of shares    --        --       --        53.7
Drawdown of debt                 0.6       --     1.7       --
Repayment of debt                (20.6)    (5.6)    (49.8)    (63.9)
Payment of transaction fees      --        --     (6.5)     --
Total cash flows from financing  (25.8)    (12.0)   (73.6)    (31.2)
activities
                                                          
Net increase in cash and cash    2.7       (2.4)    9.4       4.8
equivalents
                                                          
Cash and cash equivalents at the 109.1     100.4    98.2      91.8
beginning of the period
Effects of foreign exchange rate (4.5)     (1.5)    (0.3)     (0.1)
changes
Cash and cash equivalents at the 107.3     96.5     107.3     96.5
end of the period
Cash and cash equivalents                                  
comprise:
Cash at bank and in hand         107.3     96.5     107.3     96.5
                                                                         

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 the
Company's operating performance or any other measure of performance derived in
accordance with IFRS. Further, because Adjusted EBITDA, Adjusted net income
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 and
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 the Company's performance. Management operating
cash flow is not a measure of liquidity.

                                                                          
                                               Three      Nine months
Unaudited                                      months     ended
                            Three months ended ended June September 30
                            September 30       30
                                                      
                           2013      2012     2013       2013
                           £m        £m       £m         £m
Net Income                  40.3      16.5     27.0       49.9
Interest                    6.6       7.1      6.4        20.2
Taxation                    10.1      2.2      7.7        13.9
Depreciation                4.2       4.3      4.3        12.7
Amortization                4.9       4.6      5.0        15.1
EBITDA                      66.1      34.7     50.4       111.8
                                                      
Finance income and costs    (24.5)    (11.9)   0.9        4.6
excluding interest
Restructuring and
transaction costs /         2.4       2.8      (16.0)     (8.9)
(releases)
Loss on sales of PP&E
(excluding amounts charged  0.1       --       0.2        0.3
to restructuring and
transaction costs)
Share based compensation    1.0       0.4      0.7        2.3
expenses
Adjusted EBITDA             45.1      26.0     36.2       110.1
                                                      
Changes in trade working    0.4       (3.3)    11.8       14.4
capital
Net cash payments for       (8.3)     (5.1)    (6.4)      (19.5)
capital expenditures
Other cash movements and    1.3       1.9      0.3        (1.9)
non-cash items
Management operating cash   38.5      19.5     41.9       103.1
flow
                                                      
Net Income                  40.3      16.5     27.0       49.9
Restructuring and
transaction costs /         2.4       2.8      (16.0)     (8.9)
(releases)
Currency translation (gain) (24.5)    (11.9)   0.9        4.6
/ loss
PPA amortization            2.4       2.6      2.4        7.3
Share based compensation    1.0       0.4      0.7        2.3
expenses
Tax shield on adjustments   4.2       2.1      2.2        (1.4)
Adjusted net income         25.8      12.5     17.2       53.8
                                                                         

Additional Information and Notes to the Financial Statements

1. Basis of Presentation

Edwards Group Limited was incorporated in the Cayman Islands on February 10,
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 the Company conducted its 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 September 30, 2013
has been prepared on the same basis as the audited consolidated financial
statements of Edwards Group Ltd for the year ended December 31, 2012 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 September 30,              ended June 30,
            2013      2012                  2013  
            £m        £m        % increase / £m    % increase /
                                 decrease           decrease
Europe      28.5      22.5      26.7%        26.2  8.8%
Americas    60.6      45.1      34.4%        57.7  5.0%
South Korea 33.3      21.2      57.1%        25.3  31.6%
Japan       16.0      18.2      -12.1%       14.8  8.1%
Taiwan      15.8      14.9      6.0%         17.5  -9.7%
China       17.3      12.8      35.2%        15.0  15.3%
Other Asia   7.1       6.2       14.5%        7.6   -6.6%
Total sales  178.6     140.9     26.8%        164.1 8.8%

                                                                           
3. Administrative Expenses                                         
                                                               
                                                      Three months
                                                       ended September 30,
                                                      2013      2012
                                                      £m        £m
Sales and marketing                                    12.0      11.4
General and administrative (excluding amortization)    9.0       9.0
Share based compensation                               0.9       0.4
Bonus                                                 5.1       1.4
Sales, general and administrative expenses (excluding  27.0      22.2
amortization)
R&D excluding amortization                            5.4       5.2
Restructuring and transaction costs                    2.4       2.8
Amortization (excluding PPA amortization)             2.5       2.0
PPA amortization                                      2.4       2.6
Total administrative expenses                         39.7      34.8

                                                                   
4. Restructuring and Transaction Costs                    
                                                                   
                                                          Three months
                                                           ended September 30,
                                                          2013      2012
                                                          £m        £m
Restructuring (releases)/costs                            (0.4)     2.4
Transaction costs                                         2.8       0.4
Restructuring and transaction costs                       2.4       2.8
                                                                   
5. Research and Development Costs (excluding               
amortization)
                                                                   
                                                          Three months
                                                           ended September 30,
                                                          2013      2012
                                                          £m        £m
Research and development expensed in the income statement  5.4       5.2
excluding amortization
Capitalization of development expenditure                 2.1       1.9
Total research and development spending                    7.5       7.1
Research and development spending as a percentage of       4.2%      5.0%
revenue
                                                                   
6. Finance Income and Costs                               
                                                                   
                                                          Three months
                                                           ended September30,
                                                          2013      2012
                                                          £m        £m
Interest income and (costs)                               (5.6)     (5.9)
Foreign exchange gains on bank and intra-group loans      24.5      11.9
Fees and amortization of fees                             (1.0)     (1.2)
Finance income and costs                                   17.9      4.8
                                                                   
7. Capital Expenditures                                    
                                                                   
                                                          Three months
                                                           ended September 30,
                                                          2013      2012
                                                          £m        £m
Research and development capitalized                      2.1       1.9
Property plant& equipment (PP&E) and other intangibles    6.2       3.4
Restructuring PP&E                                        0.9       0.8
Total capital expenditure                                  9.2       6.1

8. Long Term Debt

On March 26, 2013, Edwards entered into an amendment and restatement agreement
to the First Lien Credit Agreement.The amendment, among other things,
refinanced and replaced the Company's existing credit facilities with a $560
million term loan facility and a $90 million revolving facility which is
undrawn, and extended the maturity date of the term loan facility and the
revolving facility to March 31, 2020 and March 31, 2018, respectively. Edwards
incurred arrangement fees with respect to the facilities of £6.5 million (USD
9.8 million). In connection with the amendment the Company repaid an $11.5
million tranche of the term loan due in May 2014 and $6.6 million of the
original loan.

On May 31, 2013, the Company repaid a further tranche of £15.2 million (USD
23.0 million) of the term loan and on June 28, 2013 made a scheduled repayment
of £0.9 million (USD 1.4 million).

On August 30, 2013, the Company repaid a further tranche of £19.4 million (USD
30.0 million) of the term loan and on September 30, 2013 made a scheduled
repayment of £0.9 million (USD 1.4 million).

As a result of extending and amending the First Lien Agreement the company
took the opportunity to review its internal subsidiary funding arrangements.
As the Group does not have any plans to repay certain intercompany loans,
which are long term in nature, to reflect this the Company has changed the
treatment of these loans to be net investments in foreign operations. This
means the loans from the Group's main UK subsidiary company Edwards Limited to
each of Edwards Korea and Edwards Japan and the loan from Edwards Japan to
Edwards Limited will be treated in a similar method to Intercompany equity
investments. One consequence is that any foreign exchange gains or losses
will be dealt with in Other comprehensive income rather than included in
Finance income and costs in the Income Statement. Foreign exchange gains or
losses on intercompany loans will continue to be excluded from Adjusted Net
Income.

9. Reconciliation of Net Debt                                   
                                                      
                     As of            Other non-           As of
                    January 1, Cash  cash       Exchange  September
                     2013       flow  movements  movements 30,
                                                           2013
                    £m         £m    £m         £m        £m
                                                      
Cash and cash        98.2       9.4   --         (0.3)     107.3
equivalents
Bank deposits        2.0        --    --         --        2.0
Cash at bank         100.2      9.4   --         (0.3)     109.3
                                                      
Bank term loans     (355.6)    48.3  --         (4.0)     (311.3)
Unamortized fees
relating to the bank 4.9        6.5   (1.8)      --        9.6
term loans
Other loans         (10.8)     (0.6) --         --        (11.4)
Deferred             --         (3.5)           0.1       (3.4)
consideration
Finance leases      (4.1)      0.4   --         (0.1)     (3.8)
Total borrowings and (365.6)    51.1  (1.8)      (4.0)     (320.3)
finance leases
                                                      
Total Net Debt       (265.4)    60.5  (1.8)      (4.3)     (211.0)

On August 30, 2013 the Group acquired the whole of the business and assets of
Gamma Vacuum.

The total purchase consideration comprised USD 10.0 million on completion and
USD 6.0 million deferred consideration. The deferred consideration is payable
in three equal instalments in August 2014, 2015 and 2016, and is discounted to
its fair value of £3.5 million.

10.
Shares                                                        
outstanding
                                                             
                Basic                                Diluted
                             Weighted    Weighted     Weighted    Weighted
                            average     average      average     average
                 Shares      shares      shares       shares      shares
                 Outstanding Quarter     Year to date Quarter     Year to date
December 2012    112,848,333 112,848,333 108,408,442  112,848,333 108,408,442
March 2013       112,848,333 112,848,333 112,848,333  112,850,376 112,850,376
June 2013        112,849,128 112,848,492 112,848,413  112,919,230 112,859,179
September 2013   112,850,872 112,850,259 112,849,035  113,334,750 113,079,540

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

                           December 31, March 31, June 30, Sept 30,
                            2012         2013      2013     2013     LTM
Adjusted EBITDA             $m           $m        $m      $m       $m
                            33.4         44.8      55.6     70.3     204.1
                                                                
Secured facilities                                               
First lien                                                       504.2
Total senior debt                                                504.2
                                                                
Other borrowings                                                 30.1
Total senior debt and other                                      534.3
                                                                
Less:                                                            
Cash and cash equivalents                                       173.8
Bank deposits                                                    3.2
Total cash at bank                                               177.0
                                                                
Consolidated net debt                                            357.3
                                                                
Net Leverage                                                     1.7x

On March 26, 2013, The Company entered into an amendment and restatement
agreement to the First Lien Credit Agreement.The amendment in March 2013
replaced Proforma Adjusted EBITDA as defined in the previous version of the
agreement with Adjusted EBITDA as defined by the Company and used in this
document. The principal difference is that Proforma Adjusted EBITDA excluded
the capitalization of Development Expenditure. Net leverage in reporting
periods prior to Q1 2013 have not been restated.

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, September 30, 2012, December 31,
2012, March 31, 2013, June 30, 2013 and September 30, 2013 were: 1.5791,
1.6059, 1.5548, 1.5355 and 1.5587 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 1.6148 for September 30, 2012,
1.6255 for December 31, 2012, 1.5185 for March 31, 2013, 1.5167 for June 30,
2013 and 1.6194 for September 30, 2013.

Monthly average rates are calculated using the average of the daily rates
during the month and comprise 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;
1.6133 for December 2012, 1.5988 for January 2013; 1.5512 for February 2013;
1.5077 for March 2013, 1.5295 for April 2013, 1.5305 for May 2013, 1.5478 for
June 2013, 1.5450 for July 2013, 1.5496 for August 2013 and 1.5831 for
September 2013.

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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