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Spirent Communications Plc .Com Spirent Communications plc plc Communications Spirent Spirent Communications plc Annual Report 2009 Registered office Spirent Communications plc Northwood Park Gatwick Road Crawley 2009 Report Annual West Sussex RH10 9XN United Kingdom Tel: +44 (0)1293 767676 Fax: +44 (0)1293 767677 Email: [email protected] Website: www.spirent.com Registered in England No: 470893 www.spirent.com Spirent and the Spirent logo are trademarks or registered trademarks of Spirent Communications plc. All other trademarks or registered trademarks mentioned herein are held by their respective companies. All rights reserved. contact details Registered office ADR Depositary Spirent plays a significant role in the way the Spirent Communications plc The Bank of New York Mellon Corporation world communicates. We inspire innovation Northwood Park ADR Depositary Receipts Gatwick Road 101 Barclay Street across our customer base by testing Crawley 22nd Floor tomorrow’s networks and technologies today, West Sussex RH10 9XN New York United Kingdom NY 10286 thereby enhancing the products, services and Tel: +44 (0)1293 767676 USA Fax: +44 (0)1293 767677 Tel: 1 888 269 2377 (toll free — US) applications that drive the ever evolving Email: [email protected] Tel: +1 (201) 680 6825 (outside US) communications industry. As a leader in test Website: www.spirent.com Email: [email protected] Website: www.adrbny.com and measurement, we truly enrich the lives Registered in England No: 470893 of people communicating around the world. Brokers (Joint) Auditor RBS Hoare Govett Limited Ernst & Young LLP 250 Bishopsgate Spirent’s innovative test solutions push the 1 More London Place London EC2M 4AA limits of networks, elements, devices and London SE1 2AF United Kingdom applications. Our unique testing methodologies United Kingdom Tel: +44 (0)20 7678 8000 Tel: +44 (0)20 7951 2000 Website: www.rbs.com ensure that global communications equipment Website: www.ey.com manufacturers as well as service providers, UBS Limited supplying a wide range of voice, data, video Registrar 2 Finsbury Avenue and applications, deliver the highest quality Equiniti Limited London EC2M 2PP products and services thereby improving the Aspect House United Kingdom Spencer Road Tel: +44 (0)20 7567 8000 quality of experience for every user. Spirent Lancing Website: www.ubs.com and its employees continue to deliver the best West Sussex BN99 6DA return for shareholders in our industry. United Kingdom Financial PR Advisers Tel: 0871 384 2126 (UK) Financial Dynamics Limited Tel: +44 (0)121 415 7047 (overseas) Holborn Gate Text phone (for shareholders with hearing difficulties): 26 Southampton Buildings 0871 384 2255 (UK) London WC2A 1PB Text phone (for shareholders with hearing difficulties): United Kingdom +44 (0)121 415 7028 (overseas) Tel: +44 (0)20 7831 3113 Website: www.shareview.co.uk Website: www.fd.com Ethernet/Data Center/ Wireless Satellite Navigation Service Assurance Cloud Computing Spirent Communications plc 1 Annual Report 2009 our business Spirent is a global leader in test and measurement inspiring at a glance innovation within development labs, communication networks and IT organisations. We enable today’s communication ecosystem as well as tomorrow’s emerging enterprises to deploy life enriching communications networks, devices, services and applications. The Systems group develops power control systems for electrical vehicles in the mobility and industrial markets. group financial highlights our business is divided into three operating divisions Revenue Performance Analysis (2008 £257.9m) Spirent puts innovation to the test. With a concentration on Ethernet, mobility and satellite positioning as well as the applications that enrich these networks, Spirent’s Performance Analysis division facilitates device and network testing from the research and development stage to the launch £272.1M of communications networks and services. We push the limits of these networks, their elements, mobile and satellite positioning devices, and applications by allowing equipment makers and service providers to subject Operating profit their offerings to lab-based conformance and performance testing simulating (2008 £48.7m) real-world conditions before a commercial launch. This approach accelerates time to market and improves the quality of the products and services our £55.3 M customers bring to market. Adjusted basic earnings per share1 Service Assurance Spirent’s service assurance solutions allow service providers to diagnose, (2008 6.24p) troubleshoot and determine how to resolve issues with networks and systems within the live network. Service providers rely on Spirent to provide centralised and field test tools to improve the quality of service and allow technicians to efficiently prevent or resolve issues from the core of the 6.91P network to inside the consumer’s home. Total dividend per share (2008 1.10p) 1.21P Systems PG Drives Technology is a leading supplier of sophisticated electronic control systems for electrically powered vehicles in the mobility and industrial Note markets. These include medical vehicles such as powered wheelchairs and 1 Adjusted basic earnings per share is based on mobility scooters as well as industrial vehicles such as floor cleaning vehicles, adjusted earnings as set out in note 12 of Notes fork-lift trucks, aerial access platforms and golf carts. to the consolidated financial statements. 2 Spirent Communications plc Annual Report 2009 2 Our business at a glance OVERVIEW 4 Our financial and operational highlights 5 Chairman’s statement BUSINESS REVIEW 6 Chief Executive Officer’s review our business is divided into three operating divisions revenue by division 7 Description of our business 8 Our strategy 10 Our key performance indicators 12 Our principal risks and uncertainties 14 Business group development and £201.8M performance 18 Financial review (2008 £191.2m) 22 Corporate social responsibility statement 25 Board of directors GOVERNANCE 26 Report of the directors 29 Statement of directors’ responsibilities 30 Directors’ statement on corporate governance 33 Report on directors’ remuneration £33.5M (2008 £33.5m) Consolidated financial statements FINANCIAL STATEMENTS 41 Independent auditors’ report to the members of Spirent Communications plc 42 Consolidated income statement 43 Consolidated statement of comprehensive income 44 Consolidated balance sheet 45 Consolidated cash flow statement 46 Consolidated statement of changes in equity 47 Notes to the consolidated financial £36.8M statements Parent Company financial statements (2008 £33.2m) 83 Independent auditors’ report to the members of Spirent Communications plc 84 Parent Company balance sheet 85 Notes to the parent Company financial statements 101 Principal divisions and subsidiaries Other Information 102 Financial history 104 Shareholder information 106 Glossary IBC Contact details Spirent Communications plc 3 Annual Report 2009 our financial summary of and oper ational results highlights Change at constant Change currency3 £ million 2009 2008 (%) (%) Revenue 272.1 257.9 6 (10) Operating profit 55.3 48.7 14 (6) Profit before tax 54.1 49.6 9 Basic earnings per share (pence) 8.71 10.13 (14) Adjusted basic earnings per share1 (pence) 6.91 6.24 11 Total dividend per share (pence) 1.21 1.10 10 Free cash flow2 55.1 42.2 31 • Revenue grew by 6 per cent to £272.1 million (2008 £257.9 million); at constant currencies revenue was down 10 per cent, with signs of recovery in the fourth quarter of 2009. • Operating profit ahead of expectations up 14 per cent; at constant currencies down 6 per cent. • Further increases in gross profit margin to 66.3 per cent and in operating margin to 20.3 per cent. • Adjusted basic earnings per share up 11 per cent at 6.91 pence (2008 6.24 pence) after charging 0.20 pence (2008 0.30 pence) for share-based Cautionary statement regarding forward-looking statements: This Annual Report may contain forward- payment and acquired intangible amortisation. looking statements which are made in good faith • Strong cash flows resulted in cash and cash equivalents of £108.0 million and are based on current expectations or beliefs, at 31 December 2009 (31 December 2008 £59.7 million). as well as assumptions about future events. You can sometimes, but not always, identify these statements • Order intake growth in the fourth quarter was strong as book to bill by the use of a date in the future or such words as ratio reached 129. “will”, “anticipate”, “estimate”, “expect”, “project”, “intend”, “plan”, “should”, “may”, “assume” and • Final dividend up 10 per cent to 0.66 pence per share (2008 0.60 pence). other similar words. By their nature, forward-looking statements are inherently predictive and speculative • Spirent released more new and innovative solutions to the market in and involve risk and uncertainty because they relate 2009 than ever before. to events and depend on circumstances that will occur in the future. You should not place undue reliance on Group revenue Group operating profit4 these forward-looking statements, which are not a (£ million) (£ million) guarantee of future performance and are subject to 1 . 9 . 55.3 factors that could cause our actual results to differ 7 .0 272 7 25 materially from those expressed or implied by these 48.7 statements. The Company undertakes no obligation 23 to update any forward-looking statements contained in this Annual Report, whether as a result of new information, future events or otherwise. 25.5 09 08 Notes 07 07 08 09 1
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