2019 Annual Report and Accounts
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Spectris plc plc Spectris Annual Report and Accounts 2019 Value beyond measure Value beyond measure Spectris plc Annual Report and Accounts 2019 Our purpose Precision is at the heart of what we do. Spectris provides customers with specialist insight through our high-tech instruments and test equipment, augmented by the power of our software. Through a combination of our hardware, and analytical and simulation software, we provide superior data and invaluable insights that enable our customers to work faster, smarter and more efficiently. This also equips them with the ability to reduce their time to market, improve processes, quality and yield. In this way, our know-how creates value for the wider society, as our customers manufacture and develop new products to make the world cleaner, healthier and more productive. Delivering value beyond measure. 2019 performance Financial Sales Adjusted operating profit1 Statutory operating profit £1,632.0m £258.1m £84.3m (2018: £1,604.2m) (2018: £248.3m) (2018: £176.4m) +1.7% +3.9% -52.2% LFL +0.4% LFL +3.7% Adjusted cash flow conversion1 Adjusted operating margin1 Statutory operating margin 91% 15.8% 5.2% (2018: 59%) (2018: 15.5%) (2018: 11.0%) +32pp +30bps -580bps LFL +50bps Dividend per share Adjusted earnings per share1 Statutory earnings per share 65.1p 168.0p 202.2p (2018: 61.0p) (2018: 164.9p) (2018: 157.6p) +6.7% +1.9% +28.3% 1 Alternative performance measures (‘APMs’) are used consistently throughout this Annual Report and are referred to as ‘adjusted’ or ‘like-for-like’ (‘LFL’). These are defined in full and reconciled to the statutory measures in Note 2 to the Financial Statements. Strategic Report Contents Strategic Report 2 Spectris At a Glance 4 Chairman’s Statement 6 Market Overview 8 Chief Executive’s Review 14 Our Strategy 16 Business Model 18 Key Performance Indicators 20 Operational Review 36 Financial Review 42 Risk Management 44 Principal Risks and Uncertainties 47 Viability statement 48 Sustainability Report Governance 54 Board of Directors 56 Chairman’s introduction to corporate governance 56 Reporting in accordance with the 2018 UK Corporate Governance Code 58 Board activity 60 Board effectiveness 62 Board composition 63 Nomination Committee Report 64 Audit and Risk Committee Report 70 Directors’ Remuneration Report 92 Directors’ Report 96 Directors’ responsibility statement Executing our Strategy for Profitable Growth Financial Statements 97 Independent auditor’s report • Sales of £1,632.0 million, • Further restructuring as to the members of Spectris plc reflecting a 0.4% LFL sales part of the strategic review, 105 Consolidated income statement increase leading to a non-cash charge 106 Consolidated statement of £35.1 million relating to an of comprehensive income • Adjusted operating profit impairment of goodwill and 106 Consolidated statement increased 3.7%, on a LFL £47.1 million relating to other of changes in equity basis, to £258.1 million intangibles, mostly recorded 107 Consolidated statement at the first half results of financial position • Adjusted operating margin 108 Consolidated statement of 15.8%, a 50-basis point • Divestment of BTG Group of cash flows expansion on a LFL basis completed and sale of 109 Notes to the accounts EMS Brüel & Kjær joint 158 Spectris plc statement • Improved adjusted cash flow venture agreed of financial position conversion of 91%; net cash 159 Spectris plc statement of £33.5 million at year end • Proposed £175 million of changes in equity special dividend and share 160 Notes to the Company accounts • Adjusted earnings per share consolidation up 1.9%, dividend per share increase of 6.7% Additional information 172 Shareholder information • Profit improvement programme delivered annualised benefits of £25.5 million, restructuring costs totalled £52.2 million; activities to continue into 2020 Spectris plc Annual Report and Accounts 2019 1 At a Glance Spectris in focus Spectris harnesses the power of precision measurement to equip our customers to Our organisational make the world cleaner, healthier and more structure productive. We are focusing on where we have During 2019, to reflect the new strategy, competitive and differentiated offerings, and we changed our organisational where we can maintain and build defendable structure and reclassified our segmental reporting. We now disclose positions, in attractive tech-driven end markets. financial information on the three platform businesses – Malvern Panalytical, HBK and Omega – which, in total, represent 62% of Group sales. The financials for the remaining operating companies are presented as a combined Industrial Solutions division. rop ae ocatio ) Our key markets Our operating companies What we do 4 We provide high-tech instruments, 1 test equipment and software for 3 Pharmaceutical many of the world’s most technically demanding industrial applications. Our technical expertise and deep domain knowledge enables us to 2 provide the data and insights customers Automotive need to solve their challenges. 1 North America 31 2 Europe 33 What our products equip our 3 Asia 31 customers to do 4 Rest of the world 5 We provide customers with our leading instrument and sensor technology, Electronics and along with complementary software semiconductors rop ae eer arket ) and services. Through a combination of our hardware, and analytical and simulation software, we provide 10 1 superior data and invaluable insights that enable customers to work faster, 9 Primary and 2 smarter and more efficiently. This 8 advanced materials also equips them with the ability to reduce their time to market, improve 7 3 processes, quality and yield. In this 6 5 4 way, our know-how creates value for our wider society, as our customers Technology-led manufacture and develop new 1 Pharmaceutical 15 industrials 2 Automotive 14 products to make the world a cleaner, Energy & utilities 10 healthier and more productive place. 4 Semiconductors, telecoms We also provide a broad range of & electronics 10 support services such as training, Academic research 8 technical support, spare parts, 6 Metals, minerals & mining 8 Machine manufacturing 7 calibration and maintenance. Pulp & paper 7 Where we are Aerospace & defence 4 We have a predominantly direct sales Other 17 model through a worldwide network of sales, marketing and support offices enabling us to be close to customers and gain a deep understanding of the challenges they are seeking to address. Read more: Market Read more: Operational overview pages 6 and 7 review pages 20 to 35 2 Spectris plc Annual Report and Accounts 2019 Strategic Report Industrial Solutions Malvern Panalytical is a leader in HBK provides a strongly Omega is a market-leading, The Industrial Solutions division the advanced measurement and differentiated and integrated specialist, omni-channel sensor (‘ISD’) comprises a portfolio of characterisation of materials. The physical sensing, testing, provider to process engineers. high-value, niche businesses. company provides best-in-class modelling and simulation They provide a curated and A number of ISD companies have sensor technologies, insightful solution which helps customers differentiated product platform potential, with strong data science and domain create leading products and offering via a class-leading market positions, growth knowledge. They create superior accelerate product development. e-commerce platform. prospects and margins while solutions to accelerate innovation others are run for value. and deliver greater efficiency in R&D and manufacturing. Read more: Pages Read more: Pages Read more: Pages Read more: Pages 20 to 23 24 to 27 28 to 31 32 to 35 % Group sales % Group sales % Group sales % Group sales 27% 26% 9% 38% % LFL sales growth % LFL sales growth % LFL sales growth % LFL sales growth 1.4% -1.2% -9.1% 3.2% Adjusted operating margin Adjusted operating margin Adjusted operating margin Adjusted operating margin 17.0% 14.1% 12.2% 17.0% Employees Employees Employees Employees 2,400 3,000 700 2,600 Read how we deliver value beyond measure: Pages 20 to Page 35 At a Glance Spectris plc Annual Report and Accounts 2019 3 Chairman’s Statement Driving the business forward The Group’s progress in 2019 was positive. With the new Executive management team in place and the strategic direction clearly articulated, the focus has turned to its efficient execution. Performance How we help In 2019, sales increased 2% to £1,632.0 million reflecting a 0.4% customers increase in like-for-like (‘LFL’) sales. The Group delivered a 4% LFL increase in adjusted operating profit to £258.1 million, with adjusted operating margins of 15.8%. Adjusted earnings per share (‘EPS’) increased 2% to Malvern Panalytical instruments 168.0 pence. Statutory operating help customers better understand profit was £84.3 million, resulting in a wide variety of materials, from statutory operating margins of proteins and polymers to metals 5.2% and statutory basic EPS was and building materials. 202.2 pence. The Group divested BTG Group (‘BTG’) as we commenced Read more: Pages 20 to 23 the implementation of our revised HBK provides technologies and services that integrate the entire test and measurement chain. Its solutions help product developers align the test and simulation process, providing insight from more accurate analysis and helping to shorten development cycles and optimise products. Read more: Pages 24 to 27 Omega provides sensing, control and monitoring technologies and expertise to process engineers. It provides proprietary and third-party sensors