Spectris Plc Annual Report and Accounts 2010
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Spectris plc Annual Report and Accounts 2010 This interactive pdf allows you to easily access the information that you want, whether printing, searching for a specific item or going directly to another page, section or website. Use the document controls located at the bottom of each page to navigate through this report. Use the contents to jump straight to the section you require. Key Search the entire document by keyword Print a single page or whole sections Return to contents Next page Previous page Links Throughout this report there are links to pages and other sections for additional information. Examples: This is an example of how the links appear within this document. They are recognisable by the purple underline: simply click to go to the relevant page. 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Our products, applications Highlights and services help customers to improve product quality Highlights 01 and performance, improve core manufacturing processes, Business Review reduce downtime and wastage and reduce time to Group Overview 02 market. Our businesses are leaders in the markets they Business Model 04 Strategy 06 serve, providing solutions for customers across a wide Key Performance Indicators 07 range of industries. Principal Risks 08 Chairman’s Statement 10 Chief Executive’s Review 12 Operating Review 14 Financial Review 24 Corporate Social Responsibility 29 Corporate Governance Board of Directors 34 Directors’ Report 36 Directors’ Remuneration Report 42 Financial Statements Auditor’s Report 51 Consolidated Statement of Income 52 Consolidated Statement of Comprehensive Income 53 Consolidated Statement of Changes in Equity 54 Consolidated Statement of Financial Position 55 Consolidated Statement of Cash Flows 56 Notes to the Accounts 57 Company Balance Sheet 94 Notes to the Company’s Accounts 95 Shareholder Information 101 The purpose of the annual report is to provide information to the shareholders of Spectris plc. The company, its directors, employees, agents and advisers do not accept or assume responsibility to any other person to whom this document is shown or into whose hands it may come and any such responsibility or liability is expressly disclaimed. The annual report contains certain forward-looking statements with respect to the operations, performance and financial condition of the company. By their nature, these statements involve uncertainties since future events and circumstances can cause actual results to differ materially from those anticipated and no reliance should be placed on them. The forward-looking statements reflect knowledge and information available at the date of preparation The front cover of this report is printed on coated paper of this annual report and the company undertakes no obligation and the type in the graphic has an ultraviolet (UV) to update these forward-looking statements. Nothing in this radiation cured varnish. Paper coating control and annual report should be construed as a profit forecast. UV curing are key applications of our BTG and Fusion UV Systems businesses, respectively. Highlights Business Review Highlights Corporate Governance Financial Statements Revenue £m Much faster recovery in performance achieved than after previous (continuing businesses) 901.9 downturns 787.1 787.3 642.6 659.8 Strong sales and profits growth in all business segments, particularly in emerging markets Acquisitions strengthen Materials Analysis, In-line Instrumentation and Industrial Controls 2006 2007 2008 2009 2010 Robust conversion of operating profit to cash at 112% Adjusted operating profit £m (continuing businesses) 142.1 Net debt down by £38 million to £86 million; 0.5X EBITDA 118.3 104.3 Dividend up by 15% 83.2 79.2 Organic 2006 2007 2008 2009 2010 Change at change at 2010 2009 Change CER** CER*** Adjusted earnings per share (p) Key operational indicators £m Revenue 901.9 787.3 +14.6% +13.1% +11.6% 86.6 Adjusted operating profit* 142.1 79.2 +79% +77% +75% 72.8 Adjusted profit before tax* 132.3 68.2 +94% 58.1 Adjusted earnings per share* 86.6p 45.4p +91% 43.7 45.4 Adjusted return on sales* 15.8% 10.1% +5.7pp Cash conversion 112% 133% -21pp Dividend 28.0p 24.25p +15% Statutory 2006 2007 2008 2009 2010 Operating profit 127.9 68.5 +87% Dividend (p) Profit before tax 119.9 54.2 +121% Basic earnings per share 83.1p 36.9p +125% 28.0 23.4 24.25 * Adjusted figures exclude certain non-operational items, as defined in Note 3, but include restructuring and 21.0 post-acquisition integration costs of £0.8m (2009: £14.0m) ** Constant exchange rates 17.5 *** At constant exchange rates excluding acquisitions 2006 2007 2008 2009 2010 Spectris plc Annual report and accounts 2010 01 Group Overview Spectris is a leading supplier of productivity- enhancing instrumentation and controls. Our products, applications and services help customers to improve product quality and performance, improve core manufacturing processes, reduce downtime and wastage and reduce time to market, providing solutions across a wide range of industries. Our customers are multinational, blue-chip companies in a diverse range of end-user markets around the world. 2010 Sales by destination North Europe America % 36 Asia 25% (excluding China) 20% China 12% Latin America 3% Other rest of world: 4% Figures shown are % of total reported group sales 02 Spectris plc Annual report and accounts 2010 Highlights Business Review Corporate Governance Financial Statements The group comprises four business segments which reflect the applications and end-user industries we serve. Our businesses are leaders in the markets they serve with strong brands and market-leading products. Laboratory/off-line Process/manufacturing Our products help customers to improve accuracy and speed of materials Our products and applications provide precision measurement and control analysis in the laboratory and in process manufacturing applications. in challenging operating environments, ensuring process quality, asset We also provide test and measuring equipment for research and uptime, safety and improved yield. We also provide automation and development applications. control products for the discrete manufacturing industries. Materials Analysis Test and Measurement In-line Instrumentation Industrial Controls Provides a wide range of Supplies test, measurement and Provides process analytical Supplies automation and analytical instrumentation and analysis equipment and software measurement, asset monitoring control products for the discrete systems for particle and material for product design optimisation, and on-line controls for both manufacturing industries. characterisation. manufacturing control and primary processing and the environmental monitoring. converting industries. Applications Applications Applications Applications > Material characterisation > Measurement > Quality control > Product tracking > Contamination detection > Data acquisition and processing > Process technology > Machine interface > Quality control > Simulation > Safety > Industrial networking Industries Industries Industries Industries > Pharma/life sciences > Automotive > Process industries > General manufacturing > Metals/mining > Aerospace > Pulp and paper > Machine building > Semiconductor/electronics > Electronics > Energy > Distributors > Research institutes > Environmental > Converting Group contribution Group contribution Group contribution Group contribution 30% 28% 33% 24% 30% 41% 7% 7% Sales* Profit** Sales* Profit** Sales* Profit** Sales* Profit** Operating companies Operating companies Operating companies Operating companies > Malvern Instruments > Brüel & Kjær Sound & Vibration > Beta LaserMike > Microscan > PANalytical > HBM > Brüel & Kjær Vibro > Red Lion Controls > Particle Measuring Systems > BTG Group > Fusion UV Systems > NDC Infrared Engineering > Servomex * Reported sales ** Adjusted operating profit Spectris plc Annual report and accounts 2010 03 Business Model In order to execute our strategy successfully, we are organised in a way that combines the benefits of a multinational group whilst maintaining the entrepreneurial culture of our operating companies. Organisational Operating structure model Best practice Control transfer framework Product Strong manufacturing customer focus Acquisitions Powerful revenue drivers Organisational structure Our group comprises four business segments which reflect the end-user industries and applications we serve, as shown on page 3. Each segment contains a number of operating companies, with dedicated management teams having a high degree of responsibility and accountability, and operating within a framework of group management and control. Operating model Central to this approach is a limited