2012 Annual Report - Spirax-Sarco Engineering plc
2012 Annual Report - Spirax-Sarco Engineering plc
2012 Annual Report - Spirax-Sarco Engineering plc
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Chairman’s statement<br />
I am pleased to report further progress in <strong>2012</strong><br />
and another year of record sales, profit and<br />
cash generation.<br />
Bill Whiteley<br />
Chairman<br />
Sales increased by 2% from £650.0 million<br />
to £661.7 million. Organic sales growth<br />
was 5%, which continued through the<br />
second half year despite the slowing in<br />
global economic growth. Sales growth<br />
was strongest in Asia Pacific and Watson-<br />
Marlow Pumps, followed by more modest<br />
growth in the Americas and flat organic<br />
sales in Europe, Middle East and Africa<br />
(EMEA). Unfavourable currency<br />
movements reduced sales by 3%.<br />
Operating profit increased by 2% from<br />
£134.0 million to £136.2 million with a<br />
constant currency increase of 6%. The<br />
operating profit margin was unchanged at<br />
last year’s record level of 20.6% with, as<br />
anticipated, a significant improvement in<br />
the second half year. At constant currency<br />
the margin was slightly ahead of last year.<br />
Margins were higher for the year in Asia<br />
Pacific and Watson-Marlow Pumps.<br />
Net finance income reduced from<br />
£1.1 million to £0.4 million due to lower<br />
finance income in respect of the Group’s<br />
defined benefit pension schemes. The<br />
Group’s share of the after tax profits of<br />
our Associate in India reduced from<br />
£2.1 million to £1.9 million due to<br />
unfavourable currency movements.<br />
Pre-tax profit rose 1% to £138.5 million<br />
(2011 : £137.2 million) and at constant<br />
currency, pre-tax profit rose 5%. Adjusted<br />
earnings per share were 1% higher at<br />
125.6p (2011 : 124.8p).<br />
The statutory pre-tax profit was £127.7 million<br />
(2011 : £132.3 million), which was after<br />
charging the usual amortisation of<br />
acquisition-related intangible assets and<br />
acquisition and disposal costs, but also,<br />
in <strong>2012</strong>, after recognising exceptional<br />
restructuring costs of £7.2 million (2011 : nil).<br />
Cash generation was at record levels in<br />
<strong>2012</strong> and we continue to operate with a<br />
strong balance sheet, finishing the year<br />
with net cash of £51.7 million.<br />
The interim dividend was increased by<br />
8% to 16.0p per share, which was paid in<br />
November <strong>2012</strong>. The Board is recommending<br />
an increase in the final dividend of 8% to<br />
37.0p per share payable on 17th May 2013<br />
to shareholders on the register at the close<br />
of business on 19th April 2013. The total<br />
Ordinary dividend is therefore 53.0p per<br />
share (2011 : 49.0p), an increase of 8%.<br />
The cost of the interim and final dividend<br />
is £41.4 million, which is covered 2.4 times<br />
by earnings. In addition, following a review<br />
of the Company’s capital requirements, the<br />
Board is recommending a return of cash to<br />
shareholders of £78 million in the form of<br />
a special dividend of 100.0p per share in<br />
respect of <strong>2012</strong> (2011 : nil) payable on 3rd<br />
July 2013 to shareholders on the register<br />
at the close of business on 31st May 2013.<br />
This is equivalent to approximately 4% of the<br />
market capitalisation of the Company and, as<br />
is common with a significant return of capital,<br />
the Board recommends that this is combined<br />
with a share consolidation to maintain, as far<br />
as possible, the comparability of the share<br />
price before and after the special dividend.<br />
Economic conditions have remained<br />
challenging and the Board expresses its<br />
thanks to all our employees for their<br />
resilience, hard work and dedication in<br />
contributing to the outstanding results in <strong>2012</strong>.<br />
In <strong>2012</strong> we were pleased to welcome three<br />
new Board members, Dr Trudy Schoolenberg<br />
as an independent Non-Executive Director,<br />
Nick Anderson as Executive Director for the<br />
steam specialties business in EMEA and Jay<br />
Whalen as Executive Director for Watson-<br />
Marlow Pumps. These Directors bring<br />
considerable knowledge, experience and<br />
diversity to the Board, and we look forward<br />
to their valuable contribution.<br />
Corporate governance<br />
The Board is ultimately responsible for<br />
ensuring that the Group achieves its<br />
strategic objectives, which leads to<br />
sustainable growth in shareholder value.<br />
In doing so, the Board and its Committees<br />
operate to the highest ethical standards<br />
and corporate governance practices,<br />
setting the tone for the entire organisation<br />
and for our other business stakeholders.<br />
We believe that good governance is about<br />
managing the business effectively and<br />
in a way that is honest, transparent and<br />
accountable. Corporate governance reporting<br />
and disclosure best practice have been<br />
developing rapidly. We have taken a further<br />
significant step in our <strong>2012</strong> <strong>Annual</strong> <strong>Report</strong><br />
to improve the explanation of our strategy,<br />
objectives and business model, and to<br />
enhance the disclosures relating to the work<br />
of Board Committees, risk management,<br />
Board remuneration and how we comply<br />
with the provisions of the UK Corporate<br />
Governance Code, all of which I hope you<br />
find interesting and helpful.<br />
Prospects<br />
Global economic growth progressively<br />
slowed throughout <strong>2012</strong> and many European<br />
economies are back in recession. We<br />
anticipate that low rates of industrial production<br />
growth will persist in most of our mature<br />
markets in 2013, with higher rates of growth in<br />
our emerging markets, particularly in Asia.<br />
2013 has started in line with our expectations<br />
and we look to generate our own sales growth<br />
by capitalising on our investments in market<br />
development and in new products, and by<br />
further penetrating our mature markets.<br />
We have developed a robust and resilient<br />
business model, with excellent revenue<br />
diversification across geographic regions,<br />
industries, end-user customers and products,<br />
and with a high proportion of sales coming<br />
from replacement products and from our<br />
customers’ maintenance budgets. These<br />
fundamental strengths, combined with our<br />
growth strategies and the full-year benefits<br />
of the cost reductions in <strong>2012</strong>, give the Board<br />
confidence that the Group will make further<br />
progress in 2013.<br />
Bill Whiteley<br />
Chairman<br />
4 <strong>Spirax</strong>-<strong>Sarco</strong> <strong>Engineering</strong> <strong>plc</strong> <strong>Annual</strong> <strong>Report</strong> and Accounts <strong>2012</strong>