Melrose PLC Annual Report 2008
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Melrose PLC Annual Report 2008 Melrose’s strategy is to acquire businesses it understands, improve them by a mixture of investment and changed management focus and, in a three to five year time frame, realise the value created and return it to shareholders in the most efficient way possible. Contents INTRODUCTION & BUSINESSES 01 Highlights 02 Melrose businesses at a glance 04 Chairman’s statement 06 Chief Executive’s review 08 Energy business review 10 Lifting business review 12 Dynacast business review 14 Other Industrial business review Page Note Finance Director’s review 17 46 Corporate information 1 Board of Directors 24 46 Summary of significant accounting policies 2 Directors’ report 26 52 Critical accounting judgements 3 53 Revenue 4 53 Segment information 5 GOVERNANCE 56 Exceptional costs and income 6 32 Corporate governance report 57 Revenue and expenses 7 36 Remuneration report 59 Tax 8 40 Statement of Directors’ responsibilities 60 Discontinued operations 9 61 Dividends 10 62 Earnings per share 11 63 Intangible assets 12 FINANCIAL STATEMENTS & NOTES 66 Property, plant and equipment 13 41 Independent auditors’ report to the members of Melrose PLC 66 Interest in joint ventures 14 on the consolidated financial statements 67 Inventories 15 42 Consolidated income statement 67 Trade and other receivables 16 43 Consolidated statement of recognised income and expense 68 Cash and cash equivalents 17 44 Consolidated balance sheet 68 Trade and other payables 18 45 Consolidated cash flow statement 69 Interest-bearing loans and borrowings 19 46 Notes to the accounts 70 Provisions 20 84 Independent auditors’ report to the members of Melrose PLC 71 Deferred tax 21 on the parent Company financial statements 71 Share based payments 22 85 Company balance sheet for Melrose PLC 72 Retirement benefit schemes 23 86 Notes to the Company balance sheet 76 Financial instruments and risk management 24 79 Issued capital and reserves 25 81 Cash flow statement 26 82 Commitments and contingencies 27 SHAREHOLDER INFORMATION 83 Related parties 28 94 Notice of Annual General Meeting 83 Post balance sheet events 29 97 Company and shareholder information 83 Contingent liabilities 30 I I N (1) N T T R R O O D Highlights D U U C C T T I I O O N N Acquisition of FKI plc on 1 July 2008 for a total consideration of £970.4 million (including debt) (2) Headline earnings per share of 16.8p (2007: 9.9p) I N T R (2) O Headline profit before tax of £75.4 million (2007: £28.1 million) D U C T I O N £60 million of cash generation (after dividends) exceeding expectations & B U S I (3) N E Annualised 2008 EBITDA was £241 million at year end closing exchange rates S S E S Profit before tax of £25.8 million (2007: £24.0 million) Basic earnings per share after exceptional items and intangible asset amortisation of 4.8p (2007: 8.7p) (3) 2.25x net debt to annualised EBITDA at year end exchange rates Net debt of £543.1 million after £153 million adverse foreign exchange movement Proposed final dividend of 4.25p per share (2007: 4.25p). Together with the interim dividend of 2.75p, this gives a full year dividend of 7.0p (2007: 6.75p) up 3.7% (1) Continuing operations only unless otherwise stated. (2) Before exceptional costs, exceptional income and intangible asset amortisation other than computer software. (3) Headline operating profit before depreciation and amortisation assuming acquisitions were held for the full year. “The 2008 outturn has been better than expected. It is far too early to be sure where 2009 will end up but despite a general downturn we are far from discouraged. We are ahead of our plans and expect to see over £50 million of further cash generation in 2009 out of the FKI acquisition. Combined with the improvement plans we have, the translation effect of currency and at least £25 million of cost reduction programmes already in place this will cushion us from an almost inevitable reduction in the topline. We have a mix of geographically diverse businesses with good market positions and with loyal customers in sectors such as power generation, oil and gas, and healthcare. Where we are exposed to more vulnerable sectors such as automotive and construction we have excellent management teams who are taking decisive action on cost reduction programmes, product innovation and geographic diversification.” “CHRISTOPHER MILLER Chairman Melrose PLC Annual Report 2008 01 Melrose businesses at a glance Energy Lifting Business description Business description World number one independent supplier of turbogenerators and World top three supplier for wire and wire rope. World leader in leading supplier of other electricity generating machinery and lifting products and fittings power infrastructure equipment Key strengths Key strengths – Design and manufacture of medium to high voltage generators, – Comprehensive and competitive range of solutions in steel synchronous motors and power management systems wire, wire rope and strand – Transformer products in service with every UK supply authority – World’s leading supplier of accessories used in material and many power and supply authorities throughout the world handling applications – Range of indoor and outdoor medium voltage distribution, – Strategically located around the world marine and transit switchgear Sectors served Sectors served Supply turbogenerators to major gas turbine producers, specialist Onshore and offshore oil and gas, deep shaft and surface mining, generators to industries including oil and gas, mining, defence and petrochemical, alternative energy, general industrial and construction telecommunications, utilities and industrial contracting markets, fishing and marine and material handling industries Products Products Power generation, medium voltage and transit switchgear, power, Wire rope, fibre rope, and wire; lifting hooks, connectors and other system and distribution transformers lifting and material handling equipment Major customers Major customers GE, Pratt & Whitney, Rolls-Royce, UK electricity distribution network Global crane OEMs, mining OEMs, major oil companies, global oil operators field exploration and construction contractors, construction companies, lifting products distributors For more information see pages 8 to 9 For more information see pages 10 to 11 02 Melrose PLC Annual Report 2008 I N T R O D U C T I O N I N T R O D U C T I O N & B U S I N E S S E Dynacast Other Industrial S Business description Business descriptions Global design and manufacture of precision engineered die-cast Truth is the US market leader in window hardware and storm metal components and assemblies and screen door hardware Logistex provides automated material handling solutions for airports, post and parcel distribution facilities, manufacturing and warehouse operations and library automation Harris designs, manufactures and supplies scrap processing Key strengths and recycling equipment for the ferrous, non-ferrous and paper industries – Precision engineered die-cast zinc, aluminium and magnesium alloy components Weber Knapp is the US number one manufacturer of spring – Full service capability mechanisms for ergonomic office furniture solutions – Concept and design engineering Brush Traction designs, manufactures and refurbishes rail – Rapid prototyping locomotives and propulsion systems – Machine building capability MPC designs and manufactures engineered plastic, plastic injection moulded and extruded components Prelok provides high specification pre-applied thread locking and sealing products Sectors served Sectors served Computing, consumer electronics, healthcare, automotive and Businesses serve a diverse range of sectors including housing telecommunications construction, distribution, retail, scrap processing, office furniture, rail, automotive, consumer packaging and general engineering Products Products Telecommunications and electronic components, automotive Window hardware; sortation, distribution and warehouse control components and consumer products systems; balers, shears waste compactors and auto shredders; ergonomic office and desk equipment; rail vehicle and component manufacture and refurbishment; automotive trims and mouldings, food packaging containers and transit trolleys, widgets for bottles and cans; sealing products Major customers Major customers Procter & Gamble, Valeo, Autoliv, TRW, Bosch, Apple, Motorola, US hardware industry OEMs; waste and scrap processors; airports, Sony postal distribution facilities, libraries; manufacturers in various industries and retailers For more information see pages 12 to 13 For more information see pages 14 to 16 Melrose PLC Annual Report 2008 03 Chairman’s statement I am pleased to report Melrose’s sixth set of annual results since flotation in October 2003. Results for the Group These accounts report the results for the Group for the year to 31 December 2008 and the relevant comparatives for the previous year. FKI plc was acquired on 1 July 2008 and its results have been included from that date. Revenue for the year was £938.3 million (2007: £288.6 million). Headline profit before tax (before exceptional costs, exceptional income and intangible asset amortisation other than computer software) was £75.4 million (2007: £28.1 million). Headline Earnings Per Share, which the Board considers to best represent the true underlying performance of the Group, increased 15% to 16.8p compared with Proforma Earnings Per Share of 14.6p (as defined in the Finance Director’s review) in 2007. Further explanation of these results is provided in