2007 Full Year Results

Intertek Group PLC 10 March 2008 2007 FULL YEAR RESULTS ANNOUNCEMENT 10 MARCH 2008 Intertek Group plc ('Intertek'), a leading international provider of quality and safety services, announces its full year results for the year ended 31 December 2007. Record 2007 result - well positioned for continued growth in 2008 +----------------------------+---------------+-------------+--------------+ |Year ended 31 December | 2007| 2006| % change| | | | | | +----------------------------+---------------+-------------+--------------+ |Revenue | £775.4m| £664.5m| + 16.7%| +----------------------------+---------------+-------------+--------------+ |Operating profit(1) | £121.6m| £102.2m| + 19.0%| +----------------------------+---------------+-------------+--------------+ |Profit before tax | £105.8m| £91.4m| + 15.8%| +----------------------------+---------------+-------------+--------------+ |Adjusted profit before tax | £111.3m| £95.5m| + 16.5%| |(1) | | | | +----------------------------+---------------+-------------+--------------+ |Basic earnings per share | 46.7p| 40.9p| + 14.2%| +----------------------------+---------------+-------------+--------------+ |Earnings per share(2) | 49.7p| 43.2p| + 15.0%| +----------------------------+---------------+-------------+--------------+ |Dividend per share | 18.0p| 14.8p| + 21.6%| +----------------------------+---------------+-------------+--------------+ All numbers are at actual exchange rates Highlights • Group revenue and operating profit(1) growth of 22.5% and 27.2%, at constant currency • Organic revenue and operating profit(1) growth of 13.0% and 15.2% at constant currency • Operating profit(1) margin increased by 30 bps to 15.7% • Operating cash flow of £149.1m, up 19.7% • Sixteen businesses acquired in 2007, for net consideration of £100m (1) Excluding amortisation of intangible assets arising on acquisitions £5.1m (2006: £3.8m) and goodwill impairment £0.4m (2006: £0.3m) (2) Diluted adjusted earnings per share based on adjusted profit Wolfhart Hauser, Chief Executive Officer, commented: 'I am delighted with these very strong results being the combination of strong performance in all four divisions coupled with a significant contribution from acquisitions. Our clear and effective growth strategy will ensure that we continue to benefit from the increasing demand for outsourced quality and safety services across the wide range of industries and geographies that we serve. We expect 2008 to be another good year for Intertek.' Contacts For further information, please contact Aston Swift, Investor Relations Telephone: +44 (0) 20 7396 3400 aston.swift@intertek.com Richard Mountain, Financial Dynamics Telephone: +44 (0) 20 7269 7121 richard.mountain@fd.com Analysts' Meeting There will be a meeting for analysts at 9.30am today at JPMorgan Cazenove, 20 Moorgate, London EC2R 6DA. A copy of the presentation will be available on the website later today. Corporate website: www.intertek.com High resolution images of Intertek businesses are available to download, free of charge from the News & Media section of www.intertek.com About Intertek Intertek is a leading provider of quality and safety solutions serving a wide range of industries around the world. From auditing to inspection, to testing, quality assurance and certification, Intertek people are dedicated to increasing the value to customers' products and processes, supporting their success in the global marketplace. Intertek has the expertise, resources and global reach to support its customers through its network of more than 1,000 laboratories and offices and over 21,000 people in 110 countries around the world. Introduction by the Chairman Record revenue growth Results I am delighted to report that Intertek performed strongly in 2007, demonstrating the effectiveness of our business model and strategy. Revenue increased to £775.4m, up a record 16.7% over last year. This was achieved despite the average exchange rate for the US dollar being nearly 9% weaker against sterling, which reduced reported revenue when translated into sterling. Operating profit was £116.1m, up 18.3% over last year. Operating profit before the amortisation of intangible assets arising on acquisitions and impairment of goodwill ('adjusted operating profit') increased to £121.6m, up 19.0%. Our adjusted operating margin increased by 30 basis points to 15.7%. At constant exchange rates, revenue and adjusted operating profit grew 22.5% and 27.2% respectively, and on a like-for-like basis, organic revenue and adjusted operating profit increased by 13.0% and 15.2% respectively, reflecting the strong growth in our underlying businesses. Acquisitions We completed 16 acquisitions in 2007 for total consideration of £100.0m (2006: £36.9m). Details of the acquisitions are given in the business review by division. We continue to see many opportunities to acquire businesses in our chosen industry sectors and so far in 2008 we have completed a further five acquisitions for total consideration of £17.5m which further widen the scope and range of the services we offer. Earnings per share Basic earnings per share were 46.7p, up 14.2% over last year. Diluted adjusted earnings per share, before amortisation of intangibles arising on acquisitions and impairment of goodwill were 49.7p, up 15.0%. Dividends An interim dividend of 5.8p per share (2006: 4.6p) was paid to shareholders on 13 November 2007. The Directors will propose a final dividend of 12.2p per share at the Annual General Meeting on 9 May 2008, to be paid on 19 June 2008 to shareholders on the register at close of business on 6 June 2008. If approved, this will make a full year dividend of 18.0p per share (2006: 14.8p), an increase of 21.6%. This is in line with our dividend policy and reflects the good performance of the Group. As announced in our last Annual Report, our intention is to pay an annual dividend that is covered at least two and a half times by earnings. Board changes As previously announced, after 34 years with the Group, Raymond Kong retired on 11 May 2007. I would like to express my deep gratitude to him, on behalf of his fellow Directors, employees and customers, for his outstanding contribution towards building the Consumer Goods division into the successful business it is today and for his excellent contribution to the Board, on which he served for the past three years. We wish him a happy and healthy retirement. On 1 January 2008, Mark Loughead joined the Intertek Board as Executive Director and Chief Operating Officer for the Group. Mark was previously Executive Vice President of our Oil, Chemical & Agri division and has 30 years experience in the industry, 19 of which have been with Intertek. I congratulate and welcome Mark and look forward to his pursuit of opportunities to increase our growth and increase value for our customers and shareholders. Employees The growth reflected in this strong set of results has been delivered by the dedication and expertise of the Group's employees in providing value to our customers. At the end of 2007, the Group employed over 21,300 people in 110 countries, an increase of 3,100 people over last year. Almost 900 new employees joined the Group in the businesses that we acquired in the year. On behalf of the Board, I would like to welcome all new employees to Intertek and to thank all our employees around the world for their commitment to making 2007 such a successful year. Climate change Intertek is committed to play an important and positive role with respect to climate change. We advise our clients as an integral part of our business, on many issues which have an impact on the environment, such as the chemical content of their products and packaging, the energy efficiency of their equipment, CO2 emissions and the disposal of harmful substances and waste electrical products. We also provide advisory and consultancy services to help retailers and manufacturers design their products and services to comply with current and future environmental regulations around the world. Through our services we help our clients to minimise the environmental impact of their products for the benefit of society as a whole. We are also mindful of our own impact on the environment and are working on various initiatives to reduce this. This is discussed further in the Corporate Social Responsibility Report. Organisation changes In 2008, we are dividing our four operating divisions into seven. This reflects the growth and change in composition of our business, particularly in the Oil, Chemical & Agri division which will be split into three to better support the needs of our customers. Each division will build on the strong foundations already in place to grow both organically and through strategic acquisitions. This new structure and the dedication of our management and employees will enable us to concentrate on developing our business sectors to create value for our customers and shareholders. Outlook Demand for Intertek's services is driven by product variety and innovation, growth in regulatory requirements and standards, and increasing environmental awareness, as well as global trade and the drive to increase quality and safety. Therefore, our growth drivers are not directly correlated to total consumer or business expenditure, which means we are well placed to withstand a global economic slowdown. Indeed, our services can help our customers remain competitive in more challenging market conditions. Furthermore, we are also very well diversified, both geographically and across industry sectors, which would help mitigate any impact in the event of an economic downturn. We expect 2008 to be another good year for Intertek. Vanni Treves Chairman Chief Executive Officer's Review Our strategy for success Introduction Our financial results speak for themselves - we have enjoyed a very successful year, with record revenue growth. This outstanding performance was due to our clear and effective growth strategy, favourable conditions in some of our markets and the dedication and expertise of our people. In the paragraphs below, I describe how our strategy works in practice. Add value to our clients' business and products Our mission is to support our clients in their global and local trade by adding value to their products and processes. But what does this really mean? As our clients buy, sell or receive products around the world, we help them to achieve the quality, safety, social and environmental standards that they need for trading these products successfully and within critical time frames. Manufacturers, retailers and traders operate in an increasingly competitive global marketplace. We act in partnership with them to help them to succeed. By doing this we create value for our shareholders. Combine and increase services to meet clients' future needs We constantly review the services that we offer our clients and identify where their future needs are developing. By being in regular and close contact with them, we listen, anticipate and then plan the key areas in which to expand our services and resources to best support their changing needs. For example, we have long provided clients with electromagnetic compatibility, safety certification and performance testing for mobile devices. By acquiring Product Quality Partners and National Software Technology Laboratories in the United States, we now offer a full suite of hardware testing, including advanced testing applications and software compatibility services which are becoming increasingly sought after in many markets. This is exactly the support that our clients now require from us, as their products and the environment in which they operate, evolve. We grew the breadth of our emissions service offerings to engine, lubricant and additive manufacturer and automotive industries substantially, by acquiring Carnot Emission Services, a company based in San Antonio, Texas, US. Carnot provides emissions testing services to small engine and industrial equipment manufacturers and certifies engines to the latest recently enacted Environmental Protection Agency (EPA) off-road regulations. These services expand and complement the heavy diesel on-highway and off-road emission services we provide at our neighbouring Intertek Automotive Research facility. Acquisitions bring new clients into the Group who can benefit from our services on a global scale and also allow us to provide new services to our existing customers. By listening to and foreseeing our clients' future needs we are growing our business. Get closer to customers - organise ourselves to their industry lines In response to the growth opportunities in new sectors and to increase the focus on customers in their specific industries, we have changed the organisational structure from four divisions to seven: Consumer Goods; Commercial & Electrical; Analytical Services; Minerals; Oil, Chemical & Agri; Industrial Services; and Government Services. This will enable the leaders of each division to focus on the needs of their customers and pursue a growth strategy more directly focused on the industries that they serve and thereby continue to diversify the revenue streams into different industries. To support these seven divisions, our 'Intertek as One' initiative launched two years ago, will ensure there is cross-divisional integration and co-operation. It has led to more service offerings and added value for our customers and at the same time allowed us to pursue opportunities for sharing of resources. Our global brand of one Intertek, with thirteen main industry groupings, ensures our customers can rapidly identify themselves with us and helps us to offer a full range of services to each industry. To be a leader in our core service industries Our strategy is to concentrate on industry sectors which provide us with an opportunity to service customers globally. We have developed a list of industries that meet our criteria. In many of these, we are already a leading provider and maintain a strong reputation. Where we are not, we aim to gain sufficient market share to become the first or second service provider. For example, the global demand for minerals is accelerating due to rapid industrialisation and increasing development in emerging economies. This growth leads to increased demand for testing services at the point of extraction and inspection at the point of shipment. We lacked market presence in Australia, which is a key location for the mining industry, so we acquired two companies: Genalysis which provides testing and analytical services to the mining industry in Western and Southern Australia and Africa; and Northern Territories Environmental Laboratories which covers Northern Australia. These companies have given us a strong presence in the Australian minerals sector and helped us to win a significant seven-year contract with Fortescue Metals Group (FMG) to provide analytical testing of mine samples to a major mining company. These two acquisitions complement our existing minerals operations in Asia and the Americas and give us the market penetration to pursue other opportunities in the minerals testing market. Our strategy of growing Intertek in our core industry sectors means that we can focus our acquisition strategy, building a complete portfolio of services which maximises the value we can add to our customers. Drive the outsourcing trend in our core industries We developed the laboratory outsourcing strategy initially in the oil sector over eight years ago, but have now extended our reach to the chemical, pharmaceutical, personal care, automotive and minerals industries. Major outsourcing contracts won in 2007 include: • ICI outsourced its Measurement Science Group in the UK • Kodak outsourced the analytical services of its Eastman Gelatine Corporation in the US • FMG outsourced its minerals sample preparation to Intertek Robotics in Australia • Limburg Water Board outsourced its water and environmental laboratory activities in the Netherlands Our outstanding track record is attracting more opportunity and has established Intertek as the market leader in laboratory outsourcing in the oil and chemical sectors. Many companies still run their quality and safety services in-house. These are often non-core activities within a large, complex organisation. We take the time to understand these companies' quality requirements and offer outsourced solutions to maximise value to our customers, including the resources and skills available from our global network of 1,000 laboratories and offices. We expect more outsourcing of these services across a variety of industries, especially if the business environment for our customers becomes more challenging, as there may be increased pressure to optimise value from scarcer resources, presenting a strong growth opportunity for Intertek. Our business is underpinned by global trade but more importantly depends on product variety, increasing demands for quality and safety and the growing volume of regulations concerning the environment and quality and safety issues. I am confident that our proven strategy and the dedication of our people will continue to drive strong demand for our services, providing added value for our customers and increased value creation for our shareholders. Wolfhart Hauser Chief Executive Officer Business and Financial Review (extract) Group overview Intertek provides safety and quality services to customers to add value to their products and processes and support their success in the global marketplace. Introduction This Business and Financial Review is provided to help shareholders gain an understanding of our business and the issues affecting the Group. The Group overview sets out our performance for the year and highlights any significant issues that affected the Group. This is followed by a more detailed commentary on the performance of each division. We continue with a Financial Review and conclude with a summary of the risks and uncertainties affecting our business. Results The Group had an excellent year and reported record revenue growth. Revenue increased by 16.7% (22.5% at constant rates) and adjusted operating profit increased by 19.0% (27.2% at constant rates). The adjusted operating margin was 15.7%, up 30 basis points from last year. The results for 2007 by division are summarised below. +---------------------+--------------------------+-----------------------------+ | | Revenue | Operating profit (1) | +---------------------+------+---------+---------+---------+---------+---------+ |£m | 2007|Change at|Change at| 2007|Change at|Change at| | | | actual| constant| | actual| constant| | | | rates| rates| | rates| rates| +---------------------+------+---------+---------+---------+---------+---------+ |Oil, Chemical & Agri | 364.0| 29.3%| 35.3%| 45.8| 52.7%| 61.8%| +---------------------+------+---------+---------+---------+---------+---------+ |Commercial & | 179.1| 6.7%| 12.9%| 27.2| 10.6%| 18.8%| |Electrical | | | | | | | +---------------------+------+---------+---------+---------+---------+---------+ |Consumer Goods | 181.2| 12.1%| 17.7%| 55.2| 7.0%| 12.9%| +---------------------+------+---------+---------+---------+---------+---------+ |Government Services | 51.1| (4.3)%| (0.8)%| 7.6| 15.2%| 26.7%| +---------------------+------+---------+---------+---------+---------+---------+ |Central overheads | -| -| -| (14.2)| (34.0)%| (35.2)%| +---------------------+------+---------+---------+---------+---------+---------+ | | 775.4| 16.7%| 22.5%| 121.6| 19.0%| 27.2%| +---------------------+------+---------+---------+---------+---------+---------+ |Amortisation | -| | | (5.1)| | | +---------------------+------+---------+---------+---------+---------+---------+ |Impairment | -| | | (0.4)| | | +---------------------+------+---------+---------+---------+---------+---------+ |Operating profit | -| | | 116.1| 18.3%| | +---------------------+------+---------+---------+---------+---------+---------+ |Net financing costs | -| | | (10.2)| | | +---------------------+------+---------+---------+---------+---------+---------+ |Share of loss of | -| | | (0.1)| | | |associate | | | | | | | +---------------------+------+---------+---------+---------+---------+---------+ |Profit before income | -| | | 105.8| 15.8%| | |tax | | | | | | | +---------------------+------+---------+---------+---------+---------+---------+ |Income tax expense | -| | | (27.0)| | | +---------------------+------+---------+---------+---------+---------+---------+ |Result for the year | 775.4| 16.7%| 22.5%| 78.8| 14.4%| | +---------------------+------+---------+---------+---------+---------+---------+ (1) Before amortisation of intangible assets arising on acquisitions and goodwill impairment. For statutory reporting purposes, operating profit is stated after the deduction of the amortisation of intangible assets arising on acquisitions and goodwill impairment. For management purposes, we adjust operating profit to remove these charges as we consider that adjusted operating profit is a better figure on which to judge year-on-year growth. The percentage change at actual rates compares the results for 2007 and 2006 translated into sterling at the average exchange rates applicable in each of those years. The percentage change at constant rates compares the results for 2007 and 2006 at the average exchange rates applicable in 2007. For management purposes we measure growth in revenue and adjusted operating profit at constant rates, as we consider that it provides a better like-for-like comparison of the underlying performance. We calculate organic growth by excluding the results of acquisitions made in 2006 and 2007. On an organic basis, revenue grew by 7.6% (13.0% at constant rates) and adjusted operating profit grew by 7.8% (15.2% at constant rates). The organic growth was generated primarily by growth in the market for quality and safety services, an increase in environmental regulations, an increase in outsourcing and increased global trade. Part of the Group's growth strategy is to make bolt-on acquisitions which complement and extend the Group's service offering into new areas of expertise and new geographies. We made 16 such acquisitions in 2007 and seven in 2006, which were located in 12 different countries. These businesses have extended the range of analytical services offered by the Group in a variety of sectors including the minerals, plastics, food, pharmaceutical and chemical industries, and have increased the Group's footprint in strategically important countries such as the United States (US), the United Kingdom (UK), Australia, India, Japan and Spain. The Group is able to leverage the return from these acquisitions by offering new services on a global basis to existing customers. Details of the performance of each division, including more information about the acquisitions are given in the Business review by division. The Group operates in 110 countries and revenue is relatively evenly spread over the three key regions. Our largest contributors are the US and China (including Hong Kong), which accounted for 28% and 20% respectively of the Group's revenue in 2007. Growth in the US was driven partly by acquisitions but also by the strong petroleum market. Growth in China was driven mainly by increased demand for quality and safety services. The Group has been established in China for many years and continues to expand its facilities into new locations with three laboratories and seven offices opened in 2007 offering services to a wide range of industries. There was substantial growth in revenue in Australia in 2007 which was mainly in the minerals sector where we acquired two new companies in the year. Outlook The market for our services continues to expand. Consumers and regulatory bodies are increasingly concerned about the quality and safety of products and services and their impact on the environment. The number of global and domestic regulations concerning issues such as the environment and the safety and quality of products has increased; and this trend is set to continue. Manufacturers and retailers need to meet the demands of their customers and ensure that they comply with the increasingly complex array of legislation. We work in partnership with our customers to help them meet those demands and increase the value of their products and services. Our business is based partly on global trade but also on product variety and increasing consumer demand for variety, quality and safety. Whilst a significant recession in key countries such as the US and China would probably slowdown our growth, we are very well diversified, both geographically and across industry sectors, which would help mitigate any impact. Each of our divisions offers opportunities for organic growth through increasing our service offering to customers, to add value to their products and processes and help them compete in the global market. We have been very successful in finding businesses to acquire which extend the range of services we are able to offer. We have a pipeline of potential acquisitions which we are pursuing and we will continue to seek other opportunities. The outlook for our business is positive and we look forward to continued growth and value creation for our shareholders. We expect 2008 to be another good year for Intertek. Business review by division For management purposes the Group is organised into four operating divisions, each covering certain industry sectors. For management purposes and in the discussion that follows, we calculate growth at constant rates because we consider it gives a better comparison of year-on-year growth. We also use adjusted operating profit which is a non-GAAP measure of operating profit before deducting amortisation of intangible assets arising on acquisitions and impairment of goodwill. Organic growth is calculated by excluding the results of acquisitions made in 2006 and 2007. OIL, CHEMICAL & AGRI The Oil, Chemical & Agri division offers independent cargo inspection, testing and analytical services to the oil and chemical, agricultural, mineral and pharmaceutical sectors. Global customers include the major oil companies and leading chemical companies and the division also provides outsourcing services to many other major manufacturers. Cargo inspection and testing is a well established global market in which Intertek is one of the leading service providers. High barriers to entry are principally due to the fixed costs of establishing a global network of operations and laboratories. Analytical services continue to expand as a variety of industries continue to outsource non-core services including testing. More stringent environmental and regulatory requirements for fossil fuels and the drive for alternative energy sources are also expanding the market for testing services. Intertek developed laboratory outsourcing initially in the oil sector, but has now extended its reach to the chemical, pharmaceutical, cosmetics/ personal care, automotive/aerospace and minerals industries. Intertek's outstanding track record is attracting more opportunity and has established Intertek as the market leader in laboratory outsourcing in the oil and chemical sectors. Oil, Chemical & Agri had an excellent performance with strong organic growth across all regions, enhanced by several acquisitions. Total revenue increased by 35.3% to £364.0m and total adjusted operating profit increased by 61.8% to £45.8m. Adjusted operating profit is stated before amortisation of intangible assets arising on acquisitions of £2.9m (2006: £1.2m) and goodwill impairment of £nil (2006: £0.3m). The adjusted operating margin improved by 210 basis points to 12.6%. On an organic basis, revenue growth was 15.6% and adjusted operating profit growth was 27.5%. Organic growth was driven by favourable market conditions, including high demand for alternative fuels and more stringent regulations, resulting in increased testing and inspection services. In addition, optimising the utilisation of our laboratories and equipment has helped to drive growth in operating profit. Demand for outsourced analytical services also continued to grow. This sector accounted for half of the division's revenue in 2007, up from 43% in 2006. We continue to extend the breadth and depth of the services we can offer our customers by acquiring businesses which complement our existing services. The division made 11 acquisitions in 2007 and a further four in January and February 2008. In January 2007, upstream services were extended by the acquisition of UK based Umitek Ltd and its subsidiaries, CAPCIS and SREL, which provide specialist testing and consultancy services to the oil and gas industries in the North Sea and globally. These businesses allow our analytical services stream to extend the range of services provided by its upstream operations globally and especially in Europe, North and West Africa and the Middle East. The acquisition of Geotechnical Services Pty Ltd, located near Perth, Australia, in July 2007, extended Intertek's global reach in upstream services and reinforced the national spread of petroleum testing services for the division across Australia. The global demand for minerals is accelerating due to rapid industrialisation and growing numbers of new consumers in emerging economies. This growth leads to increased demand for testing and inspection services. In April 2007, the Group acquired Genalysis Laboratory Services Pty Ltd, which provides testing and analytical services to the mining industry in Western and Southern Australia and Africa. In September 2007, we acquired Northern Territories Environmental Laboratories Pty Ltd, a company based in Darwin, Australia, which provides environmental and geochemical analysis services in Northern Australia. These acquisitions give us a strong presence in the minerals sector in Australia and helped us to win a significant seven-year contract to provide analytical testing of mine samples to a major mining company. These acquisitions complement our existing minerals operations in Asia and the Americas and give us the market penetration to pursue other opportunities in the minerals testing market. Our analytical services stream increased its range of offerings for the pharmaceutical industry in June 2007, with the acquisition of Quantitative Technologies Inc. (QTI). Located in New Jersey, US, QTI established an East Coast presence for pharmaceutical support services for Intertek, building upon our existing operations in California and Europe. QTI provides product quality testing services to pharmaceutical, medical device and biotechnology companies. This acquisition further extends our growth in the provision of expert analytical support to the global pharmaceutical, medical device and drug delivery industries. We also made two strategic acquisitions in the petroleum inspection and testing sector. In June 2007, we acquired Union Lab which is a key local petroleum testing and inspection company in Singapore. The business was absorbed into our existing operations in Singapore and further strengthens our market position in this strategically important country. In July 2007, we acquired VIP Cargo Surveys Inc., (VIP) a petroleum inspection and testing company based in Texas, US. VIP will further strengthen our operations in Texas and provide us with a platform to develop our offshore lightering business. In August 2007, we announced two new laboratory outsourcing contracts. At Teesside in the UK, ICI has outsourced its Measurement Science Group (MSG) to Intertek under a four-year contract for highly advanced analytical services. As part of this agreement, MSG sold its business assets to Intertek and transferred all 42 of its employees. At the same time, and building from the success of our outsourcing contracts with them in Harrow, UK and Chalon sur Saone, France, Eastman Kodak's Gelatine Corporation outsourced its analytical laboratory services in Peabody, Massachusetts, US, to Intertek under a three-year contract. Both laboratories provide significant new materials expertise and measurement capability to Intertek's existing network. In March 2008, the Limburg water authorities in Holland will transfer all their laboratory activities from Waterschapsbedrijf Limburg (WBL) to Intertek Polychemlab. Intertek will provide extended analytical and consultancy services to the Limburg water authorities and other environmental branches of WBL. This contract serves as a model towards establishing further public and private sector partnerships in analysis and testing in Europe. On 31 August 2007, we acquired Carnot Emission Services LLC (Carnot), a company based in San Antonio, Texas, US, which provides niche emissions testing services to small engine and industrial equipment manufacturers, certifying engines to the latest recently enacted Environmental Protection Agency (EPA) off-road regulations. Carnot's services are highly complementary to the heavy diesel on-highway and off-road emission services at our neighbouring Intertek Automotive Research facility and enable the Group to substantially grow the breadth of our emissions service offerings to the engine, lubricant and additive manufacturer and automotive industries, both in the US and internationally. In October 2007, we acquired Ageus Solutions, a company based in Canada offering environmental and compliance consultancy services addressing global environmental regulations such as Waste Electrical and Electronic Equipment (WEEE), Restriction of Hazardous Substances (RoHS), and Registration, Evaluation and Authorisation of Chemicals (REACH) amongst others. The environmental compliance market is fast growing, driven by increased regulations and wider application, and we expect this to lead to an increasing demand for compliance advice. In November 2007, we acquired Plastics Technologies Laboratories Inc. (PTLI), a company based in Massachusetts, US, which provides plastics testing services. This business slots neatly into our emerging network of polymer and plastics testing laboratories with strong technical complementarity to the capabilities of Polychemlab in the Netherlands and MSG in the UK, for whom it also provides an important portal to the marketplace in the US. We have been very successful in making acquisitions to extend the service offerings of the division and we continue to see more opportunities. In January 2008, we acquired Electrical Mechanical Instrument Services (UK) Ltd, a company which provides calibration services to the oil and gas industries, and in February 2008, we acquired Bioclin Research Laboratories Ltd (Bioclin), a specialist pharmaceutical testing laboratory located in Athlone, Ireland. Bioclin provides product quality testing and bio-analytical services to pharmaceutical, medical device and biotechnology companies locally and internationally. It holds Good Laboratory Practice (GLP) and Good Manufacturing Practice (cGMP) certifications and presents an excellent geographic site for further penetration of one of Europe's key centres for pharmaceutical and medical device manufacture. In February we also acquired CML Biotech Ltd (CML), a company which has expertise in the measurement and management of microbial bacteria in oil and gas production infrastructure. The majority of CML's operations are in the North Sea and the Gulf of Mexico, but it also supports other main oil reserve regions including North and West Coast Africa, the Caspian Sea and the Middle East. In 2007, the Oil, Chemical & Agri division accounted for almost half of the revenue in the Group and through the numerous acquisitions made in the past few years, its activities have diversified into three main activities: Oil, Chemical & Agri, Analytical Services and Minerals. In 2008, these activities will become separate operating divisions which will enable the leaders of each new divisional sector to pursue a growth strategy more directly focused on the industries that they serve, whilst retaining the benefits of their historical close co-operation. COMMERCIAL & ELECTRICAL The Commercial & Electrical division provides services to a wide range of industries including those in the home appliances, lighting, medical, building, industrial and HVAC/R (heating, ventilation, air conditioning and refrigeration), IT and telecom and automotive sectors. On 1 January 2007, the Electrical and Electronic retail inspection (E&E) business was transferred from Commercial & Electrical to Consumer Goods. Revenue and operating profit for prior periods have been restated to show a like-for-like comparison. Customers are mostly manufacturers but also retailers, industry organisations and government departments. Services include testing and certification, electromagnetic compatibility testing (EMC), systems auditing, outsourcing, benchmark and performance testing and environmental testing. The Group has the widest range of owned marks and accreditations, including the ETL listed mark and Warnock Hersey mark for North America and the S mark, as well as being a leader in providing CB certification and the CE mark and GS mark for Europe. The market for the services of the Commercial & Electrical division is driven primarily by increasing regulations over the safety of products, increased product variety and growing environmental concerns. This includes current concerns over climate change and the impact on the environment of electrical products. The division has a global strategy for each of its key industry sectors, for example expertise in the United States in automotive component testing and building products testing has been extended into China, by the opening of an automotive facility in Shanghai and a building products facility in Guangzhou. The division performed well in 2007, with revenue and adjusted operating profit growth of 12.9% and 18.8% respectively. Adjusted operating profit is stated before amortisation of intangible assets arising on acquisitions of £1.6m (2006: £2.0m) and goodwill impairment of £0.4m (2006: £nil). On an organic basis, revenue increased by 8.6% and adjusted operating profit increased by 11.9%. The electrical, building products and HVAC/R businesses, which accounted for 75% of the division's revenue grew strongly, with double digit organic revenue growth. The performance of the automotive sector was mixed, with strong growth in China reduced by weak results in the United States where the domestic automotive market remained depressed. The systems certification sector also under performed in some regions, particularly the United States where automotive certification declined. In March 2007, the Group acquired the Finnish company Natlabs Oy which provides electro-magnetic compatibility testing. This gives us a significant presence in Finland and allows us to improve service to our customers in the Baltic region. In June 2007, we acquired UK based ASTA BEAB, which provides product and systems certification services and is the owner of the ASTA and BEAB certification marks. These marks are an important addition to our leading portfolio of marks which are recognised around the world, giving us a competitive advantage and providing manufacturers with seamless global market access. We have made progress in gaining acceptance of the ETL mark by retailers in the US and this has helped to drive revenue growth in Asia and the rest of the world. In August 2007, we acquired Product Quality Partners Inc., which is a leader in North America in wireless device and application testing and in September 2007, we acquired National Software Technology Laboratories Inc. (NSTL), which tests applications software, based primarily in North America. Combining these businesses with our existing EMC, safety certification and performance testing services, gave us a strategic platform to launch a full suite of software testing services to existing and new customers. Our strategy is to establish a leading position in the growing cellular/mobile application software market in the United States and globally. In February 2008, we acquired Epsilon Technical Services Ltd, a company in the UK which provides testing and certification of equipment and systems in explosive atmospheres. This business will complement our existing explosive environment certification services. Customer demand for safe, reliable, energy efficient products continues to increase and the market for Commercial & Electrical continues to evolve presenting opportunities for growth. Concerns over climate change are driving new directives regarding the energy usage of products. This is particularly evident in the HVAC/R industry and is expected to extend over other industries. There are many small niche players in the market and this provides opportunities for continued bolt-on acquisitions. CONSUMER GOODS The Consumer Goods division provides services to the textiles, toys, footwear, hardlines, food and retail industries. Services include testing, inspection, auditing, advisory services, quality assurance and hazardous substance testing. Customers are often retailers but can include manufacturers and suppliers within a global supply chain. On 1 January 2007, the Electrical and Electronic retail inspection (E&E) business was transferred from Commercial & Electrical to Consumer Goods. Revenue and operating profit for prior periods have been restated to show a like-for-like comparison. The market for the services of the Consumer Goods division is diverse. Demand is driven by retailers who require the goods they sell to be produced to a quality set by either their own internal standards or by legislation in a particular country. Increasingly, materials are sourced and goods are manufactured in locations that are remote from the eventual consumer, causing supply chains to be longer and more complex. The market is increasingly being driven by regulations issued to address safety and environmental concerns over such issues as carcinogenic dyes in textiles and chemicals in toys and cosmetics. The Consumer Goods division reported good results in 2007, with revenue growth of 17.7% and adjusted operating profit growth of 12.9%. Adjusted operating profit is stated before amortisation of intangible assets arising on acquisitions of £0.5m (2006: £0.5m). The high adjusted operating margin in Consumer Goods was maintained at over 30% but decreased by 130 basis points over last year. This decline was due to a change in market conditions in Restriction of Hazardous Substances (RoHS) testing and the changing mix of services in the division. On an organic basis, revenue growth was 17.4% and adjusted operating profit growth was 12.7%. Toy testing finished the year with a very strong performance, driven by an increase in heavy metals testing. Product recalls received considerable publicity in the second half of 2007 and this prompted customers to increase the volume of testing performed by independent service providers such as ourselves. We are uncertain whether this increased volume will continue at the same level in 2008, but we expect to benefit from any increase in the market. The textile market was stable. Good growth was reported in many countries, including China, and we continue to invest in this region. New facilities in Vietnam, Pakistan, Brazil, Colombia, Romania and Egypt, contributed to revenue growth but are not expected to cover their costs until 2008 Revenue from RoHS testing declined in 2007 compared to 2006. The RoHS directive became mandatory in the European Union on 1 July 2006, prompting a peak in RoHS testing in 2006 as companies rushed to meet the deadline. However, subsequent limited enforcement of the legislation has reduced the demand for testing. This volatility is common with new legislation and going forward we expect demand to stabilise. We anticipate that the acquisition of Ageus Solutions in the Oil, Chemical & Agri division will help to drive growth in the RoHS sector as it provides consultancy and advisory services on environmental regulations. The market for corporate social responsibility services is growing and our revenue in this sector, which was 7% of the division's total revenue, grew well. We expect this sector to develop as the demand for sustainability reporting increases and environmental issues become more prominent. We also expect regulation in this area to increase, which will lead to increased demand for our services. Revenue from inspection work declined slightly, due to a reduction in the volume of E&E retail inspections. In September 2007, we acquired Biodata Analytik GmbH, a small food testing company based in Germany. This provides us with a centre of excellence in Europe from which to develop our food testing business. The key growth drivers in Consumer Goods remain strong, principally the sourcing of products from China, the increasingly wide range of products being sold by retailers and shorter product lifecycles. Also, the recent public concerns over the safety of consumer products will increase demand from consumers and regulatory bodies for independent assurance of quality and safety. However, the mix of businesses in this division is changing, with developing services such as RoHS, consultancy, inspection, food and corporate social responsibility not always having the high margins earned by the established services. GOVERNMENT SERVICES The Government Services division offers a range of services to governments, national standards organisations, customs departments and industrial companies. Services include cargo scanning, fiscal support services (including pre-shipment inspection), standards programmes and industrial services. Services offered include ensuring imports comply with relevant safety, quality and other standards. Goods and commodities are tested and/or inspected prior to shipment which prevents dumping of unsafe goods and improves the quality of imported and sold goods. Ministries of Finance retain services to increase import duty and help improve efficiency. Imports are inspected and valued before shipment to enable import duties to be accurately assessed and certified. Container scanning services are offered to help protect against security risks associated with international trade. Intertek's worldwide laboratory coverage allows for rapid inspection, certification and valuation of shipments, anywhere in the world. Most of the customers of the Government Services division are governments or departments linked to governments in countries which do not have the necessary infrastructure to enforce import controls effectively. The division performed well in 2007, with a small decline in revenue of 0.8%, but an increase of 26.7% in adjusted operating profit. Adjusted operating profit is stated before amortisation of intangible assets arising on acquisitions of £0.1m (2006: £0.1m). The adjusted operating margin increased by 320 basis points to 14.9%. The slight decline in revenue in 2007 over 2006 was due to the inclusion in 2006 of £3.8m for the final work performed on the discontinued Nigerian pre-shipment inspection (PSI) contract. Revenue from continuing business increased by 7.2% in 2007 compared to 2006. The division's reliance on traditional PSI contracts has reduced and two-thirds of revenue is now generated by other services such as standards programmes, supply chain security and industrial services. The container scanning contract in Guinea is now fully operational and performing well. The PSI contract in Mozambique was extended for a further two years. The government of Ecuador announced the termination of their PSI programme, two years earlier than the official end date, but the contract has continued to operate. If the contract does cease in March 2008 as expected, annual revenue will be reduced by about £5.0m. Closure costs are fully provided. The Government Services division continues to seek new opportunities with governments in the PSI market and is committed to developing innovative solutions to the cargo security issues facing international trade. There are a number of potential opportunities for new contracts, particularly in the areas of container scanning and standards programmes. Financial review Results for the year Profit before income tax increased by 15.8% to £105.8m (2006: £91.4m) and diluted adjusted earnings per share were 49.7p (2006: 43.2p). Basic earnings per share were 46.7p (2006: 40.9p). Key performance indicators We use a variety of key performance indicators (KPIs) to monitor the performance of the Group. Similar indicators are used to review the performance of the operating divisions. These KPIs are reviewed by the Board and management on a monthly basis and are used to assess past performance and set targets for the future. Most of the KPIs also form part of the management incentive scheme whereby managers may receive annual bonus payments on achieving or exceeding a range of targets set for the year. Further information on management incentives is given in the Remuneration Report. Key performance indicators Revenue + 16.7% Operating profit + 18.3% Adjusted operating profit + 19.0% Adjusted operating margin + 30bp Operating cash flow + 19.7% Profit before income tax + 15.8% Basic earnings per share + 14.2% Dividend per share + 21.6% Return on business assets +10bp Growth in revenue Top line revenue growth is a key performance measure. Revenue increased by £110.9m to £775.4m in 2007, up 16.7% over the prior year (22.5% at constant rates). The Group operates in 67 different currencies, although the majority of the Group's earnings are denominated in US dollars or currencies linked to the US or which historically have moved in line with the dollar. Other currencies such as the Euro and the Chinese renminbi are also an important constituent of overseas earnings. Therefore the Group's results when translated into sterling, are exposed to changes in the value of the US dollar and other currencies. We show below the main currencies that make up the Group's earnings and the cumulative average exchange rates that we have used when translating results into sterling in 2007 and 2006. +-------------------------------+-------------+---------------+ |Value of £1 | 2007| 2006| +-------------------------------+-------------+---------------+ |US dollar | 2.00| 1.84| +-------------------------------+-------------+---------------+ |Euro | 1.46| 1.47| +-------------------------------+-------------+---------------+ |Chinese renminbi | 15.24| 14.67| +-------------------------------+-------------+---------------+ |Hong Kong dollar | 15.62| 14.30| +-------------------------------+-------------+---------------+ Growth in adjusted operating profit and margin 2007 2006 £m £m Change Operating profit 116.1 98.1 18.3% Amortisation of intangible assets arising on 5.1 3.8 34.2% acquisitions Impairment of goodwill 0.4 0.3 33.3% Adjusted operating profit 121.6 102.2 19.0% Adjusted operating margin 15.7% 15.4% + 30bp For management purposes, the Group adjusts operating profit and operating margin to exclude the amortisation of intangible assets arising on acquisitions and the impairment of goodwill. In 2007, adjusted operating profit was £121.6m, up 19.0% over the previous year. The adjusted operating margin was 15.7%, up 30 basis points from 15.4%. Amortisation of intangible assets arising on acquisitions Amortisation of intangible assets arising on acquisitions is provided on a straight line basis over the life of the assets, which is normally five years but can be up to ten years. The charge increased in 2007 due to the number of acquisitions made in 2006 and 2007. Impairment of goodwill We perform a detailed review of goodwill each year to consider whether there is any impairment in its carrying value. The capitalised goodwill at 31 December 2007 was £148.4m (2006: £71.1m) which relates to acquisitions made since 1998. Our review revealed that an acquisition made by the Commercial & Electrical division in 2005, had underperformed our expectations, mainly due to the loss of key employees. We therefore considered that the goodwill associated with this business should be reduced by £0.4m to £0.8m. This business is now under new management and is expected to improve in the future. Net financing costs The Group reported finance income in 2007 of £5.4m (2006: £6.3m). This comprised the expected return on pension assets, interest on bank balances, the change in fair value of financial instruments, foreign exchange differences on interest accruals and the ineffective portion of hedge of net investment in foreign operations. The decrease was mainly due to a reduction in the change in fair value of financial instruments. The Group's finance expense for 2007 was £15.6m compared to £13.3m in 2006. The charge comprised interest on borrowings, pension interest cost, other foreign exchange differences and other financing fees. The increase was primarily due to higher levels of debt. Income tax expense Income tax expense for 2007 was £27.0m (2006: £22.5m), comprising a current tax charge of £29.3m (2006: £22.0m) less a deferred tax credit of £2.3m (2006: charge £0.5m). The tax rate was 25.5%, up from 24.6% in 2006. The main reason for the increase in the tax rate was increased earnings in higher taxed jurisdictions. Profit for the year Profit for the year after income tax was £78.8m (2006: £68.9m) of which £73.2m (2006: £63.8m) was attributable to equity holders of the Company. Minority interests Profit attributable to minority shareholders was £5.6m in 2007 (2006: £5.1m). The increase was mainly due to the strong growth in the Group's non-wholly owned subsidiaries in Asia. Earnings per share Earnings per share are calculated by dividing the profit attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares in issue during the year. As set out in note 8 to the financial statements, basic earnings per share at the end of the year were 46.7p (2006: 40.9p), an increase of 14.2%. A diluted adjusted earnings per share calculation is also shown which removes the impact of amortisation of intangible assets arising on acquisitions and impairment of goodwill from earnings, and includes potentially dilutive share options in the number of shares, to give diluted adjusted earnings per share of 49.7p (2006: 43.2p), an increase of 15.0%. We consider that growth in the diluted adjusted earnings per share figure gives a more representative measure of underlying performance and is one of the key performance targets that the Group uses to incentivise its managers. Dividends During the year, the Group paid total dividends of £25.2m (2006: £19.8m), which comprised £16.1m in respect of the final dividend for the year ended 31 December 2006, paid on 15 June 2007 at the rate of 10.2p per share and £9.1m being the interim dividend in respect of the year ended 31 December 2007, paid on 13 November 2007 at a rate of 5.8p per share. These amounts were charged to retained earnings (see note 19 to the financial statements). After the balance sheet date, the Board recommended a 19.6% increase in the final dividend in respect of the year ended 31 December 2007, to 12.2p per share (2006: 10.2p) which together with the interim dividend will give a full year dividend of 18.0p per share (2006: 14.8p), an increase of 21.6% over last year. If approved, the final dividend will be paid to shareholders on 19 June 2008. The total cost of the final dividend is expected to be £19.2m, giving a total cost of £28.3m for the dividends paid in respect of the year ended 31 December 2007. Dividend cover is 2.8 times (2006: 2.9 times). Cash and liquidity 2007 2006 Increase £m £m Cash generated from operations 149.1 124.6 19.7% Less net acquisition of property, plant, (43.5) (42.3) 2.8% equipment and software Operating cash flow after capital 105.6 82.3 28.3% expenditure Adjusted operating profit 121.6 102.2 19.0% Operating cash flow/adjusted operating 86.8% 80.5% +630bp profit The primary source of the Group's cash liquidity over the last two financial years has been cash generated from operations and the drawdown of debt. A portion of these funds has been used to fund acquisitions and capital expenditure and to pay interest, dividends and taxes. Cash flow for the year was excellent. Cash generated from operations was £149.1m for 2007, compared to £124.6m for 2006. The increase of 19.7% was due to improved profitability and effective working capital management. One of the key performance indicators we use to measure the efficiency of our cash generation is the percentage of adjusted operating profit that is converted into cash. As shown in the table above, in 2007, 86.8% of adjusted operating profit was converted into cash compared to 80.5% in 2006. In order to support our growth strategy we need to invest continually in our operations. In 2007, net cash flows used in investing activities were £128.2m (2006: £78.1m). In 2007, we invested net £129.3m (2006: £79.2m) in acquisitions and property, plant, equipment and software. We paid £85.8m net of cash acquired, (2006: £36.9m) for 16 new businesses and £43.5m (2006: £42.3m) for the acquisition of property, plant and equipment and computer software. Historically our level of capital expenditure has been less than 7% of revenue. In 2007, the ratio was 5.6% compared to 6.4% the year before. Cash flows from financing activities comprised cash inflows from the issue of share capital following the exercise of employee share options of £4.9m (2006: £4.2m) and the net drawdown of debt of £49.4m (2006: £8.2m), and cash outflows of dividends paid to minorities of £3.6m (2006: £3.8m) and dividends paid to Group shareholders of £25.2m (2006: £19.8m), which resulted in a net cash inflow of £25.5m (2006: outflow £11.2m). Interest bearing loans and borrowings were £231.2m at 31 December 2007, an increase of 29.6% over 2006. The Group's borrowings are in currencies which match its asset base. The increase in borrowings comprised exchange adjustments of £3.4m due to the translation into sterling of borrowings denominated in other currencies and the net drawdown of debt of £49.4m. The debt drawdown was mainly used to finance acquisitions. Cash and cash equivalents at 31 December 2007, were £58.6m, an increase of 18.4% over 2006. As shown in note 23 to the financial statements, net debt at 31 December 2007 was £172.6m (2006: £128.9m). Consolidated income statement For the year ended 31 December 2007 2007 2006 Notes £m £m Revenue 775.4 664.5 Cost of sales (615.9) (523.6) Gross profit 159.5 140.9 Amortisation of intangible assets arising on (5.1) (3.8) acquisitions Impairment of goodwill (0.4) (0.3) Other administrative expenses (37.9) (38.7) Total administrative expenses (43.4) (42.8) Group operating profit 1 116.1 98.1 Finance income 5.4 6.3 Finance expense (15.6) (13.3) Net financing costs (10.2) (7.0) Share of (loss)/profit of associates (0.1) 0.3 Profit before income 105.8 91.4 tax Income tax expense (27.0) (22.5) Profit for the year 78.8 68.9 Attributable to: Equity holders of the Company 73.2 63.8 Minority interest 5.6 5.1 Profit for the year 78.8 68.9 Earnings per share Basic 2 46.7p 40.9p Diluted 2 46.2p 40.6p Consolidated balance sheet As at 31 December 2007 2007 2006 £m £m ASSETS Property, plant and equipment 149.2 123.7 Goodwill 148.4 71.1 Other intangible assets 35.0 19.6 Investments in associates 0.6 0.7 Deferred tax assets 11.9 13.3 Total non-current assets 345.1 228.4 Inventories 4.0 3.2 Trade and other receivables 191.0 151.9 Derivative financial instruments - 0.4 Cash and cash equivalents 58.6 49.5 Total current assets 253.6 205.0 Total assets 598.7 433.4 LIABILITIES Interest bearing loans and borrowings (13.7) (13.6) Derivative financial instruments (0.7) - Current taxes payable (25.3) (24.1) Trade and other payables (128.6) (101.0) Provisions (22.7) (4.8) Total current liabilities (191.0) (143.5) Interest bearing loans and borrowings (217.5) (164.8) Deferred tax liabilities (5.3) (3.8) Net pension liabilities (7.3) (15.2) Other payables (0.9) (0.4) Provisions (0.9) (0.5) Total non-current liabilities (231.9) (184.7) Total liabilities (422.9) (328.2) Net assets 175.8 105.2 EQUITY Share capital 1.6 1.6 Share premium 247.3 242.4 Other reserves 11.7 6.0 Retained earnings (96.4) (153.6) Total equity attributable to equity holders 164.2 96.4 of the Company Minority interest 11.6 8.8 Total equity 175.8 105.2 Consolidated statement of cash flows For the year ended 31 December 2007 2007 2006 Notes £m £m Cash flows from operating activities Profit for the year 1 78.8 68.9 Adjustments for: Depreciation charge 27.7 24.1 Amortisation of software 2.3 2.2 Amortisation of intangible assets arising 5.1 3.8 on acquisitions Impairment of goodwill 0.4 0.3 Equity-settled transactions 3.0 2.4 Share of loss/(profit) of associates 0.1 (0.3) Net financing costs 10.2 7.0 Income tax expense 27.0 22.5 Loss/(profit) on disposal of property, 0.1 (0.3) plant and equipment Operating profit before changes in working 154.7 130.6 capital and operating provisions Change in inventories (0.3) (0.4) Change in trade and other receivables (20.7) (13.7) Change in trade and other payables 11.6 12.3 Change in claims and other provisions 3.8 (4.2) Cash generated from operations 149.1 124.6 Interest paid (10.8) (7.7) Income taxes paid (28.4) (24.6) Net cash flows from operating activities 109.9 92.3 Cash flows from investing activities Proceeds from sale of property, plant and 0.3 0.9 equipment Interest received 1.1 1.1 Acquisition of subsidiaries, net of cash (85.8) (36.9) acquired Acquisition of property, plant and (41.3) (42.0) equipment Acquisition of software (2.5) (1.2) Net cash flows used in investing activities (128.2) (78.1) Cash flows from financing activities Proceeds from the issue of share capital 4.9 4.2 Drawdown of debt 70.6 22.1 Repayment of debt (21.2) (13.9) Dividends paid to minorities (3.6) (3.8) Equity dividends paid (25.2) (19.8) Net cash flows from/(used in) financing 25.5 (11.2) activities Net increase in cash and cash equivalents 7.2 3.0 Cash and cash equivalents at 1 January 49.5 50.8 Effect of exchange rate fluctuations on 1.9 (4.3) cash held Cash and cash equivalents at 31 December 58.6 49.5 Consolidated statement of recognised income and expense For the year ended 31 December 2007 2007 2006 £m £m Foreign exchange translation differences for 10.0 (26.6) foreign operations Actuarial gains and losses on defined benefit 8.5 3.2 pension schemes Tax on income and expense recognised directly in (2.3) (1.9) equity Effective portion of changes in fair value of cash (1.1) (1.3) flow hedges Net (loss)/gain on hedges of net investments in (3.2) 20.5 foreign operations Income and expense recognised directly in equity 11.9 (6.1) Profit for the year 78.8 68.9 Total recognised income and expense for the year 90.7 62.8 Total recognised income and expense for the year attributable to: Equity holders of the Company 84.5 58.2 Minority interest 6.2 4.6 Total recognised income and expense for the year 90.7 62.8 Notes to the financial statements 1 SEGMENT REPORTING Segment information is presented in respect of the Group's business and geographical segments. The primary format, business segments, is based on the Group's management and internal reporting structure. Inter-segment pricing is determined on an arm's length basis. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly borrowings, pension fund liabilities, and corporate expenses and assets. Segment capital expenditure is the total cost incurred during the year to acquire land and buildings, property, plant and equipment, and computer software. Business segments The Group comprises the following main business segments: Oil, Chemical & Agri which provides cargo inspection, testing and analytical services to the oil and gas, chemical, agricultural, mineral and pharmaceutical sectors. Commercial & Electrical which provides testing, inspection and certification services to industries including those in the home appliances, medical, building, industrial and HVAC/R, IT and telecom and automotive sectors. Consumer Goods which provides services to the textiles, footwear, toys, food and hardlines industries. Government Services which provides trade services to standards bodies and governments. Central overheads comprise the costs of the corporate head office and non-operating holding companies and other costs which are not controlled by the operating divisions. On 1 January 2007, the electrical and electronic retail inspection (E&E) business was transferred from the Commercial & Electrical division to the Consumer Goods division and prior period figures for revenue and operating profit have been restated to show a like-for-like comparison. Geographical segments All the business segments are managed on a worldwide basis but can be divided into the following geographic regions: • Americas • Europe, Middle East and Africa • Asia Pacific In presenting information on the basis of geographic segments, segment revenue is based on the geographical location of the entity that generated that revenue. Segment assets are based on the geographical location of the assets. Segment reporting Business analysis (primary segment) +-----------------+-------------+------------+---------------+-----------+ | |Oil, Chemical|Commercial &| Consumer| Government| | | & Agri| Electrical| Goods| Services| +-----------------+------+------+-----+------+-------+-------+-----+-----+ | | 2007| 2006| 2007| 2006| 2007| 2006| 2007| 2006| +-----------------+------+------+-----+------+-------+-------+-----+-----+ | | £m| £m| £m| £m| | £m| £m| £m| +-----------------+------+------+-----+------+-------+-------+-----+-----+ |Revenue from | 364.0| 281.5|179.1|167.9*| 181.2| 161.7*| 51.1| 53.4| |external | | | | | | | | | |customers | | | | | | | | | +-----------------+------+------+-----+------+-------+-------+-----+-----+ |Inter-segment | 3.1| 2.4| 1.8| 1.4| 0.4| 0.3| 1.3| 1.3| |revenue | | | | | | | | | +-----------------+------+------+-----+------+-------+-------+-----+-----+ |Revenue | 367.1| 283.9|180.9| 169.3| 181.6| 162.0| 52.4| 54.7| +-----------------+------+------+-----+------+-------+-------+-----+-----+ |Operating profit | 45.8| 30.0| 27.2| 24.6*| 55.2| 51.6*| 7.6| 6.6| |before | | | | | | | | | |amortisation and | | | | | | | | | |impairment | | | | | | | | | +-----------------+------+------+-----+------+-------+-------+-----+-----+ |Amortisation of | (2.9)| (1.2)|(1.6)| (2.0)| (0.5)| (0.5)|(0.1)|(0.1)| |intangible assets| | | | | | | | | |arising on | | | | | | | | | |acquisitions | | | | | | | | | +-----------------+------+------+-----+------+-------+-------+-----+-----+ | Impairment of | -| (0.3)|(0.4)| -| -| -| -| -| | goodwill | | | | | | | | | +-----------------+------+------+-----+------+-------+-------+-----+-----+ |Group operating | 42.9| 28.5| 25.2| 22.6| 54.7| 51.1| 7.5| 6.5| |profit | | | | | | | | | +-----------------+------+------+-----+------+-------+-------+-----+-----+ |Net financing | | | | | | | | | |costs | | | | | | | | | +-----------------+------+------+-----+------+-------+-------+-----+-----+ |Share of (loss)/ | | | | | | | | | |profit of | | | | | | | | | |associates | | | | | | | | | +-----------------+------+------+-----+------+-------+-------+-----+-----+ |Income tax | | | | | | | | | |expense | | | | | | | | | +-----------------+------+------+-----+------+-------+-------+-----+-----+ |Profit for the | | | | | | | | | |year | | | | | | | | | +-----------------+------+------+-----+------+-------+-------+-----+-----+ | | | | | | | | | | +-----------------+------+------+-----+------+-------+-------+-----+-----+ |Segment assets | 303.6| 188.0|121.5| 95.0| 80.7| 64.9| 16.0| 18.1| +-----------------+------+------+-----+------+-------+-------+-----+-----+ |Investment in | | | | | | | | | |associates | | | | | | | | | +-----------------+------+------+-----+------+-------+-------+-----+-----+ |Unallocated | | | | | | | | | |assets | | | | | | | | | +-----------------+------+------+-----+------+-------+-------+-----+-----+ |Total assets | | | | | | | | | +-----------------+------+------+-----+------+-------+-------+-----+-----+ |Segment | 55.1| 40.3| 37.1| 31.3| 28.1| 21.5| 9.4| 9.1| |liabilities | | | | | | | | | +-----------------+------+------+-----+------+-------+-------+-----+-----+ |Unallocated | | | | | | | | | |liabilities | | | | | | | | | +-----------------+------+------+-----+------+-------+-------+-----+-----+ |Total liabilities| | | | | | | | | +-----------------+------+------+-----+------+-------+-------+-----+-----+ |Depreciation and | | | | | | | | | |software | 13.4| 11.0| 7.7| 7.6| 7.3| 6.2| 1.5| 1.4| |amortisation | | | | | | | | | +-----------------+------+------+-----+------+-------+-------+-----+-----+ |Capital | | | | | | | | | |expenditure | 24.8| 16.7| 9.6| 9.9| 8.7| 14.3| 0.4| 2.2| |including | | | | | | | | | |software | | | | | | | | | +-----------------+------+------+-----+------+-------+-------+-----+-----+ Business analysis (primary segment) (Continued) +-------------------+---------------+-------------+---------------+ | | Central |Eliminations | Consolidated | | | overheads | | | +-------------------+-------+-------+------+------+-------+-------+ | | 2007| 2006| 2007| 2006| 2007| 2006| +-------------------+-------+-------+------+------+-------+-------+ | | £m| £m| £m| £m| £m| £m| +-------------------+-------+-------+------+------+-------+-------+ |Revenue from | -| -| -| -| 775.4| 664.5| |external customers | | | | | | | +-------------------+-------+-------+------+------+-------+-------+ |Inter-segment | -| -| (6.6)| (5.4)| -| -| |revenue | | | | | | | +-------------------+-------+-------+------+------+-------+-------+ |Revenue | -| -| (6.6)| (5.4)| 775.4| 664.5| +-------------------+-------+-------+------+------+-------+-------+ |Operating profit | (14.2)| (10.6)| -| -| 121.6| 102.2| |before amortisation| | | | | | | |and impairment | | | | | | | +-------------------+-------+-------+------+------+-------+-------+ |Amortisation of | -| -| -| -| (5.1)| (3.8)| |intangible assets | | | | | | | |arising on | | | | | | | |acquisitions | | | | | | | +-------------------+-------+-------+------+------+-------+-------+ |Impairment of | -| -| -| -| (0.4)| (0.3)| |goodwill | | | | | | | +-------------------+-------+-------+------+------+-------+-------+ |Group operating | (14.2)| (10.6)| -| -| 116.1| 98.1| |profit | | | | | | | +-------------------+-------+-------+------+------+-------+-------+ |Net financing costs| | | | | (10.2)| (7.0)| +-------------------+-------+-------+------+------+-------+-------+ |Share of (loss)/ | | | | | (0.1)| 0.3| |profit of | | | | | | | |associates | | | | | | | +-------------------+-------+-------+------+------+-------+-------+ |Income tax expense | | | | | (27.0)| (22.5)| +-------------------+-------+-------+------+------+-------+-------+ |Profit for the year| | | | | 78.8| 68.9| +-------------------+-------+-------+------+------+-------+-------+ | | | | | | | | +-------------------+-------+-------+------+------+-------+-------+ |Segment assets | 4.2| 2.4| | | 526.0| 368.4| +-------------------+-------+-------+------+------+-------+-------+ |Investment in | | | | | 0.6| 0.7| |associates | | | | | | | +-------------------+-------+-------+------+------+-------+-------+ |Unallocated assets | | | | | 72.1| 64.3| +-------------------+-------+-------+------+------+-------+-------+ |Total assets | | | | | 598.7| 433.4| +-------------------+-------+-------+------+------+-------+-------+ |Segment liabilities| 6.7| 3.1| | | 136.4| 105.3| +-------------------+-------+-------+------+------+-------+-------+ |Unallocated | | | | | 286.5| 222.9| |liabilities | | | | | | | +-------------------+-------+-------+------+------+-------+-------+ |Total liabilities | | | | | 422.9| 328.2| +-------------------+-------+-------+------+------+-------+-------+ |Depreciation and | 0.1| 0.1| -| -| 30.0| 26.3| |software | | | | | | | |amortisation | | | | | | | +-------------------+-------+-------+------+------+-------+-------+ |Capital expenditure| 0.3| 0.1| -| -| 43.8| 43.2| |including software | | | | | | | +-------------------+-------+-------+------+------+-------+-------+ * On 1 January 2007, the electrical and electronic retail inspection (E&E) business was transferred from the Commercial and Electrical division to the Consumer Goods division and the 2006 figures have been restated to show a like-for-like comparison. Geographic analysis (secondary segment) Americas Europe, Middle Asia Consolidated East and Africa Pacific 2007 2006 2007 2006 2007 2006 2007 2006 £m £m £m £m £m £m £m £m Revenue from 271.7 245.1 235.0 190.3 268.7 229.1 775.4 664.5 external customers Group operating 36.7 29.6 2.5 (2.0) 76.9 70.5 116.1 98.1 profit Amortisation of 1.8 1.7 1.6 1.1 1.7 1.0 5.1 3.8 intangible assets arising on acquisitions Impairment of - - - 0.3 0.4 - 0.4 0.3 goodwill Segment assets 198.7 142.8 172.2 128.2 155.1 97.4 526.0 368.4 Capital expenditure 14.2 11.5 10.5 10.1 19.1 21.6 43.8 43.2 including software 2 EARNINGS PER ORDINARY SHARE The calculation of earnings per ordinary share is based on profit attributable to ordinary shareholders of the Company and the weighted average number of ordinary shares in issue during the year. In addition to the earnings per share required by IAS 33: Earnings Per Share, an adjusted earnings per share has also been calculated and is based on earnings excluding the effect of amortisation of intangible assets arising on acquisitions and goodwill impairment. It has been calculated to allow shareholders to have a better understanding of the trading performance of the Group. Details of the adjusted earnings per share are set out below: 2007 2006 Based on the profit for the year: £m £m Profit attributable to ordinary shareholders 73.2 63.8 Amortisation of intangible assets arising on 5.1 3.8 acquisitions Impairment of goodwill 0.4 0.3 Adjusted earnings 78.7 67.9 Number of shares (millions) Basic weighted average number of ordinary 156.9 156.0 shares Potentially dilutive share options (1) 1.4 1.2 Diluted weighted average number of shares 158.3 157.2 Basic earnings per share 46.7p 40.9p Options (0.5)p (0.3)p Diluted earnings per share 46.2p 40.6p Basic adjusted earnings per share 50.2p 43.5p Options (0.5)p (0.3)p Diluted adjusted earnings per share 49.7p 43.2p (1). The weighted average number of shares used in the calculation of the diluted earnings per share for the year to 31 December 2007, excludes nil (2006: 128,194) contingently issuable shares as the performance conditions were not met. 3. ANNUAL REPORT The financial information set out above does not constitute the company's statutory accounts for the year ended 31 December 2007 or 2006 but is derived from the 2007 accounts. Statutory accounts for 2006 have been delivered to the registrar of companies, and those for 2007 will be delivered in due course. The auditors have reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 237(2) or (3) of the Companies Act 1985. This information is provided by RNS The company news service from the London Stock Exchange
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