Annual Report 2013
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Morgan Advanced Materials plc Materials Advanced Morgan Morgan Advanced Materials plc Quadrant, 55-57 High Street MORGAN ADVANCED MATERIALS PLC Windsor, Berkshire SL4 1LP ANNUAL REPORT 2013 Tel: +44 (0)1753 837000 Fax: +44 (0)1753 850872 www.morganadvancedmaterials.com Annual Report 2013 INNOVATION ONE AMBITION MORGAN INTEGRITY COLLABORATION APPLICATIONS ENGINEERING MATERIALS SCIENCE For more information about Morgan Advanced Materials, ONE please visit our website. MORGAN www.morganadvancedmaterials.com Find out more about Morgan Advanced Materials Morgan Advanced Materials graduate recruitment on Facebook. is committed to building www.facebook.com/morganceramics A sustainable competitive advantage in attractive markets with truly differentiated products and services underpinned by world-leading technology. The Group produces a wide range of specialist, high-specification materials that have extraordinary attributes and properties. Engineered into products, they deliver enhanced performance, often under extreme conditions. The Group’s dynamic, highly skilled people are continuously engaged in finding solutions for complex and technologically demanding applications, which are used all over the world. This Report has been printed in the UK. Our printers are environmental management In short, the group supplies innovative, differentiated system ISO 14001-accredited and Forest Stewardship Council (FSC) chain of custody-certified. All inks used are vegetable-based. This paper is environmentally friendly ECF (elemental chlorine-free) and wood-free with a high content of selected products made from highly technical advanced pre-consumer recycled material. The mill is fully FSC-certified. The paper is also materials which enable its customers’ products and completely bio-degradable and recyclable. If you have finished reading this Report and no longer wish to retain it, please pass it on to processes to perform more efficiently, more reliably other interested readers, return it to Morgan Advanced Materials or dispose of it in your recycled paper waste. Thank you. and for longer. This Annual Report is available at www.morganadvancedmaterials.com Designed and produced by Instinctif Partners www.instinctif.com OVERviEW 1 OVERVIEW OVERVIEW 02 At a glance 04 Operational and financial highlights 06 Chairman’s statement C C I G T E R AT STRATEGIC REPORT O R ST 08 Chief Executive Officer’s review REP 12 What Morgan does 16 Group business model 17 Group strategy 18 Key performance indicators 19 Risk management 23 Corporate responsibility 35 Review of operations 41 Financial review S’ S’ R T R CTO DIRECTORS’ REPORT O IRE 46 Board of Directors D REP 48 Corporate governance report 54 Report of the Audit Committee 57 Report of the Nomination Committee 59 Remuneration report 81 Other disclosures 85 Independent auditor’s report to the members of Morgan Advanced Materials plc ts L L A I C N FINANciaL STATEMENTS EMEN A 88 Consolidated income statement FIN stat 89 Consolidated statement of comprehensive income 90 Consolidated balance sheet 91 Consolidated statement of changes in equity 92 Consolidated statement of cash flows 93 Notes to the consolidated financial statements 138 Company balance sheet 139 Notes to the company balance sheet 148 Group statistical information 149 Cautionary statement 150 Glossary of terms 151 Shareholder information ANNUAL REPORT 2013 MORGAN ADVANCED MATERIALS 2 OVERviEW AT A GLANCE WhaT diffERENTiaTES US? > Advanced material science and processing capabilities > O ur applications engineering experience > A strong history of innovation and reinvention > Consistent and reliable performance > A truly global footprint > W e find and invest in the best people OUR MARKETS HE ALThcaRE PETROCHEmicaL TR ANSPORTATION Morgan Advanced Materials produces Morgan Advanced Materials makes critical Morgan Advanced Materials makes components used in medical monitoring components for tough assignments in the high-performance products to exacting and diagnostic instrumentation and tools for global petrochemical industry. standards for aerospace, automotive, treatment and surgery. marine and rail applications. ELECTRONics ENERGY SECURITY AND DEFENCE Morgan Advanced Materials makes Morgan Advanced Materials develops Morgan Advanced Materials supplies components that help the electronics products for power distribution and precision-engineered materials, components industry in its drive towards higher generation from renewable and traditional and assemblies to meet the exacting performance and reliability in smaller, sources and insulation materials for heat standards of the international defence and lighter, more robust products. management. security markets. INDUSTRiaL Morgan Advanced Materials designs and manufactures products for use in a broad range of challenging process and manufacturing environments. MORGAN ADVANCED MATERIALS ANNUAL REPORT 2013 ANNUAL REPORT 2013 MORGAN ADVANCED MATERIALS OVERviEW 3 OUR GLObaL FOOTPRINT SELLING INTO >10 0 COUNTRIES MANUFACTURING IN >30 COUNTRIES £957.8M TOTAL GLObaL saLES >9,000 SALES BY REGION (M) EMPLOYEES North America £359.9 Europe £357.3 OVERVIEW Asia/Rest of World £240.6 PRINCIPAL PRODUCTS 1 INSULATING fibRE, BRick AND MONOLIThics Extensive range of high-temperature insulation 1 C C products used to reduce energy consumption I G T in industrial processes E 2 R AT O R ST 2 ELECTRicaL CARBON, REP LINEAR AND ROTARY TRANsfER SYSTEms Used to transfer current and data between stationary and rotating or linear moving parts, in motor, generator, current collector and rotary signal applications within mining, power, transportation and industrial markets 3 3 S’ SEALS & BEARINGS R Providing improved performance, reliability T R and extended life to pumps and similar CTO O equipment used in petrochemical, aerospace IRE and water applications 4 D REP 4 CERamic CORES FOR INVESTMENT casTING Consumable products used to create intricate 5 internal cooling cavities in aero engine and industrial gas turbine blades ts 5 L A PiEZOELECTRic SENSORS I C N AND TRANsdUCERS EMEN Products for measurement duties including A FIN level, flow, vibration and pressure in aerospace, stat medical, industrial and defence applications 6 6 CRUcibLES FOR METALS PROCEssiNG 7 Comprehensive range for optimum performance in non-ferrous metal and alloy melting in foundries, die-casters and metal processing facilities 7 PERSONNEL baLLisTic PROTECTION Lightweight armour systems combining advanced ceramics with high-technology composites to create high-performance products MORGAN ADVANCED MATERIALS ANNUAL REPORT 2013 ANNUAL REPORT 2013 MORGAN ADVANCED MATERIALS 4 OVERviEW OPERATIONAL AND FINANCIAL HIGHLIGHTS FINANciaL HIGHLIGHTS > As expected, revenue at constant currency in the second half of 2013 was similar to the first half. On a full-year basis, revenue was down 4.9% on both a reported and constant currency basis compared with 2012. > Group EBITA margin for the second half of 2013 increased to 12.9%, a 90 basis points improvement compared with the 12.0% achieved in the first half; for the full-year the margin was 12.4% (2012: 12.0%). > Across the regions, North America, Europe and Asia/Rest of World, 12.9% trading conditions in the second half of 2013 have remained similar GROUP EbiTA maRGIN to those experienced in the first half of the year, with revenue stable at constant currency. EBITA margins improved across all three IN H2 2013 regions during the second half of the year. > Good progress on the portfolio reshaping announced in the November 2013 Interim Management Statement (IMS), with circa £20 million of revenue being exited for which the Group incurred £12.9 million of non-cash write-offs, which are shown in the income statement as ‘specific adjusting items’ in a separate column. > Operating cash flow was good at £127.0 million (2012: £126.8 million) and net debt was reduced to £186.5 million (2012: £192.8 million), resulting in a year end net debt to EBITDA ratio of 1.3 times (2012: 1.3 times). > Proposed final dividend increased to 6.7 pence per share (2012: Final 6.4 pence per share), giving a full-year dividend of 10.5 pence £127M (2012: 10.0 pence), a 5.0% increase. OPER ATING > Trading results from overseas operations are converted at the cash FLOW average exchange rates for the year. In the second half of 2013, sterling strengthened against many of the Group’s key currencies (including the US dollar, Euro and Yuan). If the year end closing exchange rates were applied to these reported results, then the reported 2013 revenue and EBITA would have been £44.2 million and £6.8 million lower respectively. +5% FULL-YEAR dividEND COMPARED TO 2012 MORGAN ADVANCED MATERIALS ANNUAL REPORT 2013 ANNUAL REPORT 2013 MORGAN ADVANCED MATERIALS OVERviEW 5 +2 3% YEAR-ON-YEAR INCREasE IN caPITAL EXPENdiTURE IN 2013 OVERVIEW OPERATIONAL hiGHLIGHTS AND OTHER DEVELOPMENTS > The key driver of the One Morgan organisational structure > The One Morgan model has also delivered benefits to the cost base announced last year is to accelerate profitable growth by through its simpler, leaner structure. This combined with other investing in core advanced materials technologies where the operational initiatives undertaken in the latter part of 2012 has Group has differentiation, global market leadership positions and delivered the stated cost base improvements of £10 million in 2013 C I G sustainable competitive advantage. Some key highlights of this in with a further £3-4 million to come through in 2014 as the full-year T E R AT the past year include: