The 600 Group PLC annual report and accounts 2011 Who we are A world class, diversified engineering business The 600 Group PLC (“the Group”) is a diversified engineering group with a world class reputation in the manufacture and distribution of machine tools, precision engineered components, laser marking systems and mechanical handling and waste management equipment. Visit us online… This report and more information on our products and services are available on our website www.600group.com For up-to-date investor information please visit www.600group.com/investors www.600group.com Highlights The 600 Group PLC annual report and accounts 2011 01 FINANCIAL Revenue of £50.6m (2010: £45.4m) Profit from operations, before restructuring costs, charge for share‑based payments, net pension credit and impairment of intangible assets, increased to £1.2m (2010: loss of £1.1m) Overall profit before tax from continuing operations of £3.3m (2010: loss of £8.7m) Costs in relation to restructuring of £1.1m (2010: £5.4m) with a cash cost of £0.9m (2010: £1.9m) Basic profit per share for continuing operations of 6.2p (2010: loss per share of 15.2p) OPERATING Group returned profit from operations of £2.5m (2010: loss from operations of £6.8m) Gross margin maintained at 32% (2010: 32%) Operating expense fell to £14.1m with saving in year of £7.3m Oxford Economics Group forecasts predict significant growth within Machine Tools markets in 2011 Post year‑end institutional placing and new increased bank facility mean Group well positioned for future growth IFC Who we are 01 Highlights 02 The 600 Group at a glance 04 Chairman’s statement 06 Group chief executive’s review of operations 08 Financial review 10 Directors and advisers 11 Report of the directors 14 Corporate governance 17 Remuneration report 22 Independent auditor’s report 24 Consolidated income statement 25 Consolidated statement of comprehensive income 26 Consolidated statement of financial position 27 Consolidated statement of changes in equity 28 Consolidated cash flow statement 29 Group accounting policies 34 Notes relating to the consolidated financial statements 60 Company balance sheet 61 Company accounting policies 63 Notes relating to the company financial statements 68 Five year record i R e v e w o f t h e y e a r C o r p o r a t e g o v e r n a n c e A c c o u n t s The 600 Group PLC annual report and accounts 2011 www.600group.com 02 The 600 Group at a glance Building the business through brand strength 600 North America based in Michigan, distributes Clausing and Colchester‑ Harrison machine tool products, precision engineered components and laser spares. Our strategy is to organically develop each of the four business areas, building on a viable operating platform. We also intend to strengthen our existing manufacturing base through investment, providing for increased flexibility, improved quality, reduced lead times and cost. MACHINE TOOLS The business has a strong reputation in the market for metal turning machines. Products range from small conventional machines for education markets, CNC workshop machines and CNC production machines. The European manufacturing footprint is supported by selected outsourcing partners and machines are marketed through the Group’s wholly owned international sales organisation. PRECISION ENGINEERED COMPONENTS The machine spares are distributed to customers globally to help maintain the installed base of group machines which number in excess of 100,000. Additionally work holding products and taper roller bearings are sold via specialist distributors to OEMs including other machine builders. Revenue (£m) / Percentage of revenue: Revenue (£m) / Percentage of revenue: £19.5m / 39% 2010: £18.5m / 41% £9.9m / 20% 2010: £12.0m / 26% More online: www.colchester‑harrison.com www.clausing‑industrial.com More online: www.gamet‑bearings.co.uk www.colchester‑harrison.com www.600group.com The 600 Group PLC annual report and accounts 2011 03 600 Europe based in West Yorkshire, Essex and Poland, distributes 600 Group machine tool products and precision engineered components. Electrox from its base in Hertfordshire, manufactures laser marking machines. The Group operates these four areas of business from locations in Europe, North America, Australia and South Africa selling into more than 180 countries worldwide. 600 Machinery International covers the Middle East and North African regions. 600 SA (Holdings) PTY handles 600 Group products throughout Sub‑Saharan Africa. 600 Machine Tools PTY operates throughout Australia, New Zealand and the Pacific Rim regions. i R e v e w o f t h e y e a r C o r p o r a t e g o v e r n a n c e A c c o u n t s LASER MARKING Laser marking is a technologically superior alternative to inkjet marking. It requires no consumables and can operate on a continuous high speed basis when integrated into customers’ production lines. The business has its own technology and proprietary software. Customer applications are diverse and range from telecommunications to pharmaceuticals. MECHANICAL AND WASTE HANDLING The business sells equipment into Sub Saharan African markets from its three locations in South Africa. Improvements to municipal infrastructures, mineral extraction and electrification are significant drivers for this business. Distribution of world class brands is supported by wholly owned workshop and factory facilities. Revenue (£m) / Percentage of revenue: Revenue (£m) / Percentage of revenue: £7.0m / 14% 2010: £6.7m / 15% £14.1m / 27% 2010: £8.1m / 18% More online: www.electrox.com More online: www.600sa.co.za The 600 Group PLC annual report and accounts 2011 www.600group.com 04 Chairman’s statement Strength through leading brands and global diversification OVERVIEW The Group has continued to see an improvement in its global markets during the financial year and, following the inflow of funds from a shareholder loan in August 2010, working capital constraints were reduced and revenue increased. In November 2010 we acquired a machine tool manufacturing facility in Tarnow, Poland for €1m. Since the acquisition we have progressively transferred production of machines which were previously outsourced to Asia. We are in the process of introducing lean manufacturing methods along with additional CNC equipment in order to increase capacity and future output. Our new manufacturing company in Poland will allow us to transition to a new business model for machine tools. Our intention is to manufacture most of the Group’s requirements in Poland and Heckmondwike for sale to customers through our international sales organisation. The integration of our new factory in Poland in conjunction with an increase in machine output will be key elements of our immediate strategy, the execution of which is a key task for the executive management. FINANCIAL HIGHLIGHTS The second half of the financial year showed an improved performance with overall revenue for the financial year increasing by 11% to £50.6m (2010: £45.4m) including the benefit of a non‑recurring contract of £2m in South Africa. Full year gross margin rose slightly to 32.3% (2010: 31.8%) and net operating expenses reduced by £7.3m to £14.1m (2010: £21.4m), including restructuring costs of £1.1m (2010: £5.4m) and a net pension credit of £2.6m (2010: £0.9m) arising from the change to using the Consumer Price Index as the measure of price inflation as opposed to the Retail Price Index. The Group profit from operations before restructuring costs, charge for share‑based payments, net pension credit, impairment of intangible assets and tax for the full year was £1.2m (2010: loss of £1.1m). After net financial income of £0.8m (2010: charge of £1.9m) the Group profit before tax was £3.3m (2010: loss before tax of £8.7m). The basic earnings per share was 5.0p (2010: loss per share (16.6)p) and diluted earnings per share 4.3p (2010: loss per share (16.6)p). FINANCING At the year end, net debt was £4.8m (2010: £4.3m). The Group has bank facilities of £7.2m and is in advanced discussions with a new lender to extend the Group’s existing financing requirements in the UK by £1.8m. Documentation of the new facility is agreed and execution is expected shortly. The Board believes that this is sufficient for the Group’s ongoing requirements. In accordance with FRC guidelines, the Board has assessed the Group’s funding and liquidity position and concluded that the going concern basis for the preparation of its accounts continues to be appropriate. DIVIDEND As previously stated, any future dividend payments will be dependent upon the Group’s results. Accordingly, the Board does not recommend the payment of a dividend at this time. STRATEGY Following the completion of its turnaround programme the Group is positioned to grow organically and by selective acquisition consistent with its positioning as a diversified industrial engineering group. As part of this strategy the acquisition of the machine tool facility in Poland should prove to be transformational for the Group and enable it to reduce delivery times and improve its working www.600group.com The 600 Group PLC annual report and accounts 2011 05 STRATEGIC PRIORITIES FOR 2011 Improve We’re working towards repairing revenue streams by improving our order fulfilment. Increase Focusing on our supply chain, we’re working towards rebuilding confidence with our key suppliers. Develop With a clear focus on the Group brands we’re implementing the machine tools business model. capital performance. These benefits are likely to be more visible during the second half of the new financial year although the Group is expected to continue to trade profitably in the first half of the year whilst the machine tools division executes the agreed strategy. AIM LISTING On 15 June 2011 we held a general meeting and a resolution was passed to move the Group from a Main Market listing to the AIM market. We believe that AIM is a market more appropriate for a Group of our size and offers greater flexibility and reduced costs particularly with regard to corporate transactions. The final day of dealings on the Official List was 13 July 2011 with commencement of trading on AIM taking place on 14 July 2011. DIRECTORATE CHANGES In February 2011 Paul Dupee and Derek Zissman joined the Board as non‑executive Directors. At the same time, Christopher Cundy, a non‑executive Director, stood down. Paul Dupee, an American national, is an experienced private equity investor and currently managing partner of Haddeo Partners LLP, a substantial shareholder in the Company. Mr Zissman, a Chartered Accountant, was until 2008 vice chairman of KPMG LLP. OUTLOOK We continue to be cautious in our outlook and will maintain close control over the level of costs. Our level of order intake continues to be stable and our order book is significantly higher than the corresponding period last year. A combination of successful execution of the strategy for machine tools and improved order fulfilment, in all divisions, should enable the Group to build on the recent turnaround in its performance and make further progress in the next financial year. RE-ELECTION OF CHAIRMAN I joined the Board of the Company as non‑executive Director in April 2007 and became Chairman at the subsequent Annual General Meeting in September 2007. It soon became clear to me that the Group had a number of issues, some of which were deep rooted and structural, including many legacy issues and the need to clearly define the strategic direction. During my period as Chairman we have addressed these issues whilst at the same time managing the consequences of the very severe downturn in our main markets in 2008/9. In August 2008 I took the decision to appoint a new CEO and, along with the Board’s clear backing and support, initiated a rapid turnaround strategy. Following the completion of the turnaround strategy the Group is considerably stronger than when I became Chairman and well placed to proceed to the next stage of its development. Consequently, I believe that this is a suitable time for me to stand down and accordingly I will not be putting myself forward for re‑election at the AGM on 14 September 2011 and Paul Dupee will succeed me as Chairman. Despite the difficulties which we have had to face up to as a Board, during my tenure, I have enjoyed my period as your Chairman. I will be following future progress with interest and would like to thank shareholders, employees and my colleagues on the Board for the support I have received in my role as Chairman over the last four years. Finally, I would like to wish the Company every success in the future. MARTIN TEMPLE CBE CHAIRMAN 27 JULY 2011 i R e v e w o f t h e y e a r C o r p o r a t e g o v e r n a n c e A c c o u n t s The 600 Group PLC annual report and accounts 2011 www.600group.com 06 Group chief executive’s review of operations Leading brands supplying customers’ global needs The challenging market conditions experienced in the previous financial year began to ease during the year with the recovery in North America leading the way followed by improvements in other territories. BACKGROUND TO THE RESULTS The major elements of the turnaround were completed in 2009/10; however, some residual transition projects took place during 2010/11 which had been part of the original plan for returning the Group to profit. The difficult lending environment referred to in my last report continued to have some impact on the Group and its customers during the year. There were also some improvements, notably in North America where a supportive relationship is now in place with Bank of America. Our businesses in Australia and South Africa also had access to the necessary levels of working capital finance throughout the year. The lending landscape in Europe continued to be characterised by caution despite the Group’s modest level of debt. In order to provide additional funding, an arrangement was entered into with Haddeo Partners LLP to advance £2.5m to the Group over a five year term which also involved the issue of warrants. These warrants can be used by the holders to either convert the loan into shares or to purchase shares for a cash consideration. These arrangements are well documented and were subject to shareholder approval at an EGM on 27 August 2010. The machine tools business is undergoing significant change following the acquisition in November of FMT Colchester in Poland. The Group’s reliance on outsourcing has reduced and a business model centred on the manufacture of our own products and supplying them through our international sales organisation has become the cornerstone of our strategy for this business area. Some of the €1m consideration and associated working capital requirements were financed by a subsequent placement of shares which raised £1.76m prior to costs, a process which was underway during the last week of the financial year. Sales increased by 11% to £50.6m which generated a full year underlying profit from operations* of £1.2m. This represents a positive swing of £2.3m when compared to prior year. Gross margin rose slightly to 32.3% whilst operating expenses reduced from £21.4m to £14.1m. This is an improvement of £15.8m in two years, a small amount of this improvement being attributable to discontinued activities. THE GROUP As outlined in my report last year, the Group has been repositioned as a diversified engineering Group with four principal areas of activity: Machine Tools (39%) Market‑leading brands; Colchester, Harrison and Clausing. Continuation of positive forecasts from the Oxford Economics Group. Increased vertical integration following the acquisition of FMT Colchester, Poland. Precision Engineered Components (20%) High precision bearings and work holding equipment. Spares sales generated from an installed base of machines in excess of 100,000. Machining capability in Poland for OEM requirements. Laser Marking (14%) Proprietary technology and software. Diversity of customers from pharmaceutical to telecommunications. Growth market with an increasing requirement for product and component traceability. * Underlying profit from operations refers to profit/(loss) from operations before restructuring costs, charge for share‑based payments, net pension credit and impairment of intangible assets on the face of the consolidated income statement. www.600group.com The 600 Group PLC annual report and accounts 2011 07 i R e v e w o f t h e y e a r C o r p o r a t e g o v e r n a n c e A c c o u n t s The machine tool division services production and workshop OEMs as well as educational establishments CORPORATE AND SOCIAL RESPONSIBILITY The Group takes it responsibilities to all its stakeholders seriously including employees. Many employees had been working reduced hours during the lowest point of the downturn and this continued for several months in some cases. During the year normal working was reinstated in all locations and once again I would like to thank all those employees who made personal sacrifices during this period of economic uncertainty. ISO 18001 and ISO14001, being the international standards for health and safety and the environment respectively, are planned for implementation in Heckmondwike during the new financial year. OUTLOOK The Group is now well positioned with a much lower breakeven point and a strong order book at the end of the year compared to the same time last year. The successful integration of FMT Colchester in Poland, introduction of lean manufacturing techniques and capacity improvements throughout our European factories will be the basis for further profitable development of the Group which should provide a sound platform for future growth. DAVID NORMAN GROUP CHIEF EXECUTIVE 27 JULY 2011 Mechanical Handling and Waste (27%) Positive GDP growth rates forecast for sub‑Saharan Africa. Continuing requirements driven by the electrification programme in South Africa. TURNAROUND Most of the major initiatives which were required to return the Group to profit have now been completed. During the year, the spares and service centre in Indiana was transferred into our Michigan facility whilst at the same time the information system was upgraded. This was a difficult project which was well executed. In Australia, our operations in Sydney transferred into a lower cost building. The breakeven point in the Group is now significantly lower than at any time in the Group’s recent history. MARKETS Machine Tools The recovery in the US which was evident towards the end of 2009/10 continued to gain traction during the course of the year. This was followed by an improving order book within Europe and the Middle East and included some recovery in production CNC machines which had been the most badly affected area during the downturn. Conventional and workshop CNC machines have, however, continued to be our most successful product groups. Oxford Economics Group prepares a biannual forecast covering all major geographical areas and the latest forecast continues to be positive with regard to our main markets. Precision Engineered Components The US led the recovery in orders for chucks which also followed a similar pattern to machine tools with Europe again subsequently seeing some recovery. The market for bearings was one of the last areas to experience a severe downturn; however, a recovery has been clear in recent months. Spare parts were helped by the introduction of web based ordering as part of the IT upgrade in the US. Laser Marking A number of customer projects had been put on hold in 2009/10, particularly in the US. These were released as confidence began to return to the market. The US and Germany were two key markets during the year where our Electrox division held its own against some much larger industry players. We continue to focus on our own technology including the next generation of software in order that we can maintain a large degree of technological independence within the industry. A number of product development initiatives are also in the pipeline. Mechanical and Waste Handling Following the management changes in 2009/10, the team in South Africa delivered a much improved performance. Relationships with key northern hemisphere suppliers were further developed and the association with Altec was strengthened following our success with Eskom, the South African state utility, for supply of double insulated aerial platforms required for the electrification programme. This was a major contract with most of the work taking place within our Johannesburg workshop. Other market segments also showed recovery. OPERATIONS Some restructuring will be required as the machine tools business moves further towards the new business model. Manufacturing of machines in Poland has continued to increase and given the quality being achieved, we have been able to simplify the process of shipping to customers without the need for secondary operations in the UK. The focus is now switching from restructuring towards capacity improvements in all our manufacturing businesses which will involve the adoption of lean manufacturing processes and investments in new CNC equipment where satisfactory paybacks can be achieved. The 600 Group PLC annual report and accounts 2011 www.600group.com 08 Financial review Positive indicators for all markets in 2011 ACCOUNTING POLICIES The Group’s results for the period ended 2 April 2011 have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and the results for the Parent Company have been consistently prepared in accordance with UK GAAP. RESULTS Revenue from continuing operations increased by £5.2m (11% growth on prior year) from £45.4m to £50.6m following an improvement in our markets and included the benefit of £2m revenue from a non‑recurring contract in our South African operation. Analysis of revenue by principal area of activity reflects an increased level of activity in three of the four areas with Machine Tools, which represents 39% (2009: 41%) increasing by 5%, Laser Marking increasing by 4% and Mechanical and Waste Handling by 74%. Precision Engineered Components, which includes spares, fell by 17% due mainly to the elimination of low margin product lines. Gross profit was maintained at the level of 32% of revenue and there was a reduction in other operating expenses of £7.3m (2010: £8.5m). The profit from operations before restructuring costs, charge for share‑based payments, net pension credit and impairment of intangible assets increased to £1.2m (2010: loss of £1.1m) – as a % measure this rose to 2.3% for 2011 against (2.4)% for 2010. Restructuring costs of £1.1m (2010: £5.4m) relating to the reorganisation and restructuring of the business were incurred. These costs were offset by a net pension credit of £2.6m (2010: net curtailment gain £0.9m) in respect of the change to the Consumer Price Index as opposed to the Retail Price Index. The profit from operations before tax and net finance costs was £2.5m (2010: loss of £6.8m) with net financial income being £0.8m (2010: net financial expense of £1.9m). The resulting profit before tax was £3.3m compared with a loss last year of £8.7m. Taxation was a £0.3m credit and related in the main to the recognition of future tax losses available to the Group. Net assets increased by £1.0m (2010: reduction of £9.3m) to £21.7m (2010: £20.7m). Property, plant and equipment increased by £0.7m (2010: reduction of £0.8m), intangible assets decreased by £0.1m (2010: £1.4m) and inventory reduced by £0.7m (2010: £5.3m). Net deferred tax assets increased by £0.3m to £0.9m (2010: £0.6m) and there was a net decrease in trade and other receivables/ payables of £1.1m (2010: increase of £1.3m). Net debt increased during the period by £0.5m (2010: increase of £2.9m), resulting in net debt at the period end of £(4.8)m (2010: £(4.3)m). EMPLOYEE BENEFITS The Group accounts for its pension arrangements in accordance with IAS 19. This accounting is based on a series of actuarial assumptions. Full details of the Group’s employee benefit schemes are shown in Note 28 to the accounts but, in summary, the Group operates three defined benefit schemes which are based in the UK and US. The main UK fund, The 600 Group Pension Scheme, remains significant in terms of its size and impact. The Group accounts for pensions in accordance with IAS 19 “Employee benefits”, which requires the recognition of the pension scheme deficits or surpluses, subject to recoverability tests, on the balance sheet and recognition of service costs, interest cost and expected return on assets for the period as charges/ credits to the income statement. The employee benefits liability recognised in the statement of financial position has decreased by £2.3m due mainly to the changes which have been www.600group.com The 600 Group PLC annual report and accounts 2011 09 Gross profit percentage Operating profit percentage Working capital levels KEY PERFORMANCE INDICATORS The Group’s key financial objectives that the Directors judge to be effective in measuring the delivery of their strategies and managing the business concentrate at the Group level on profit, together with its associated earnings per share, forward order book and net cash. At the business unit level, they include return on net assets and customer related performance measures. These key performance indicators are measured and reviewed on a regular basis and enable the business to set and communicate its performance targets and monitor its performance against these targets. Key financial performance indicators constantly under review include: revenue growth; i R e v e w o f t h e y e a r C o r p o r a t e g o v e r n a n c e A c c o u n t s MEASURING OUR PERFORMANCE These KPIs are measured and reviewed on a regular basis and enable us to set and communicate performance targets and monitor the progress of the business. Return on sales Cash generation Key performance indicators Revenue growth made to the measure of inflation for private sector occupational pension schemes in the UK. The overall surplus for the UK scheme at the year end of £4.1m has not been recognised on the balance sheet in accordance with the requirement of IFRIC 14. operational, e.g. development expenditure – there is a risk that the full carrying value of the intangible asset is not recoverable if a downturn in trading occurs. Other risks include supply chains, product failure, loss of key personnel; TREASURY The Group operates a centrally controlled treasury function for all UK foreign exchange dealings. Group guidelines do not permit speculative transactions in the normal course of business and exposure to movements in exchange rates on transactions is minimised, using forward foreign exchange contracts. Arrangements for borrowing facilities are approved and managed centrally for both the UK and overseas operations. Further exposure to transaction risks arising from foreign exchange fluctuations is minimised by matching foreign currency dealings as closely as possible throughout the Group. With the global nature of our principal areas of activity, the Group purchases and sells in a range of major foreign currencies. PRINCIPAL RISKS Risk management is embedded in the Group’s internal control processes throughout the year and also as part of the year ‑end reporting procedure. The major risk categories, together with examples, are considered to be: strategic, e.g. reputation, distribution network degradation, product obsolescence, exchange rate movements, low‑cost competition, market conditions, short‑term customer confidence levels; liquidity, e.g. the risk that the Group will encounter difficulty in meeting its obligations associated with financial liabilities, including uncertainties around current financing arrangements (committed and uncommitted), potential changes in financing arrangements and uncertainties posed by the potential impact of the economic outlook on the level of demand for the Group’s products and business activities; financial, e.g. major contract management, inventory control, credit control, pension scheme funding; hazard/health and safety/product liability; and return on sales; defined benefit pension schemes – the cash generation; Group continues to be subject to various financial risks in relation to the pension schemes, for example the volatility of discount rates and of the valuation of pension scheme assets. See Note 28 for further information on this. gross profit percentage; operating profit percentage; and working capital levels. These risks are identified and managed through a regular dialogue and internal reporting procedures in place between the Group Chief Executive and each business unit‘s Managing Director or General Manager. These risks are closely monitored and discussed with each business unit and appropriate safeguards are put in place where possible. MARTYN WAKEMAN GROUP FINANCE DIRECTOR 27 JULY 2011 The 600 Group PLC annual report and accounts 2011 www.600group.com 10 Directors and advisers MARTIN JOHN TEMPLE* A non‑executive Director since 1 April 2007 and Chairman since 5 September 2007. Chairman of the Engineering Employers’ Federation (EEF) and Chairman of the Design Council. Formerly held senior management positions in British Steel. DAVID NORMAN Appointed to the Board as Group Chief Executive on 7 August 2008. Formerly a Divisional Managing Director of Saia‑Burgess AG. MARTYN GORDON DAVID WAKEMAN Group Finance Director since 21 December 2006. Appointed to the Board on 2 October 2006. Formerly UK Chief Financial Officer of ASSA ABLOY AB. STEPHEN JOHN RUTHERFORD* A non‑executive Director since 1 October 2007. Managing Director of Neofil Limited. DEREK ZISSMAN* Appointed to the Board as a non‑executive Director on 2 February 2011. Chairman of the advisory board at Alchemy Partners LLP, Chairman of Seymour Pierce Ltd and a member of the Barclays Wealth Advisory Committee. Previously vice‑chairman of KPMG LLP. PAUL DUPEE** Appointed to the Board as a non‑executive Director on 2 February 2011. Currently Managing Partner of Haddeo Partners LLP. Formerly Director and Chairman of Lynton Aviation, Boston Celtic Communications and Boston Celtic Limited Partnership. Previously President and Director of Providence Capitol International Investment Ltd, a subsidiary of Gulf + Western Industries. * Non‑executive Director, Chairman of the Audit Committee and member of the Remuneration Committee. ** Non‑executive Director. SECRETARY Alan Roy Myers REGISTERED OFFICE Union Street Heckmondwike West Yorkshire WF16 0HL REGISTERED NUMBER 196730 REGISTRARS CAPITA REGISTRARS The Registry 34 Beckenham Road Beckenham Kent BR3 4TU AUDITOR KPMG AUDIT PLC BANKERS HSBC BANK PLC STOCKBROKERS FINNCAP SHAREHOLDER INFORMATION FINANCIAL CALENDAR PERIOD ENDING 2 APRIL 2011 Annual General Meeting To be held 14 September 2011 PERIOD ENDING 31 MARCH 2012 Interim Report To be issued mid‑November 2011 Results for the year To be announced June 2012 Annual Report and Accounts To be issued July 2012 www.600group.com The 600 Group PLC annual report and accounts 2011 11 Report of the directors The Directors present their report to the members, together with the audited financial statements for the period ended 2 April 2011, which should be read in conjunction with the Chairman’s Statement on the affairs of the Group (pages 4 and 5), the Group Chief Executive’s Review of Operations (pages 6 and 7) and the Group Finance Director’s Financial Review (pages 8 and 9). The Consolidated Financial Statements incorporate financial statements, prepared to the Saturday nearest to the Group’s accounting reference date of 31 March, of the Company and all subsidiary undertakings (the “Group”). The results for 2011 are for the 52-week period ended 2 April 2011. The results for 2010 are for the 53-week period ended 3 April 2010. ACTIVITIES OF THE GROUP The Group is principally engaged in the manufacture and distribution of machine tools, machine tool accessories, laser marking equipment and other engineering products. The Group has subsidiary companies in overseas locations but does not have any overseas branches. RESULT The result for the period is shown in the Consolidated Income Statement on page 24. BUSINESS REVIEW A balanced and comprehensive analysis of development and performance of the Group is contained in the Chairman’s Statement, the Group Chief Executive’s Review of Operations and Group Finance Director’s Financial Review on pages 4 to 9. This analysis includes comments on the position of the Group at the end of the financial period, consideration of the principal risks and uncertainties facing the business and the key performance indicators which are monitored in relation to the achievement of the strategy of the business. EMPLOYEES It is the Group’s policy to employ and train disabled persons wherever their aptitudes and abilities allow and suitable vacancies are available. An employee becoming disabled would, where appropriate, be offered retraining. All employees are given equal opportunities to develop their experience and knowledge and to qualify for promotion in furtherance of their careers. The Group is committed to keeping employees as fully informed as possible with regard to the Group’s performance and prospects and to seeking their views, whenever practicable, on matters which particularly affect them as employees. RESEARCH AND DEVELOPMENT Group policy is to design and develop products that will enable it to retain and improve its market position. CHARITABLE AND POLITICAL DONATIONS The Group made no donations to charitable organisations in the period (2010: £nil). The Group made no political donations in the period (2010: £nil). INTERESTS IN SHARE CAPITAL At 2 June 2011, the Directors had been informed of the following interests in shares of 3% or more of the issued ordinary share capital of the Company: i R e v e w o f t h e y e a r C o r p o r a t e g o v e r n a n c e A c c o u n t s Haddeo Partners Henderson Global Investors Schroder Investment Management Maland Pension Fund Trustees Barclays Stockbrokers Percentage of issued ordinary Number share capital 16,125,868 5,314,519 3,671,320 3,200,000 2,507,947 25.27 8.33 5.75 5.01 3.93 The Directors have not been notified that any other person had a declarable interest in the nominal value of the ordinary share capital amounting to 3% or more. During the period an arrangement was entered into with Haddeo Partners LLP to advance £2.5m to the Group over a five year term which also involved the issue of 12.5m warrants. These warrants can be used by the holders to either convert the loan into shares or to purchase shares for a cash consideration. During the period 700,000 warrants were exercised for cash with a further 150,000 warrants exercised for cash since the period end. Haddeo Partners LLP, in addition to their shareholding above, currently holds 5,050,000 warrants. The 600 Group PLC annual report and accounts 2011 www.600group.com 12 Report of the directors continued PURCHASE OF OWN SHARES Authority granting the Company the option to purchase 5,723,367 of its own ordinary shares in accordance with the Companies Act 2006 was given by shareholders at the Annual General Meeting of the Company on 29 September 2010. This authority remains valid until the conclusion of the next Annual General Meeting on 14 September 2011. DIRECTORS Details of the current Directors of the Company are shown on page 10. In addition, C J Cundy served as a Director during the period until his resignation on 2 February 2011. M J Temple has decided not to stand for re-election and the Director retiring by rotation is M G D Wakeman who, being eligible, offers himself for re-election. In addition, P R Dupee and D Zissman were appointed as Directors of the Company by the Board subsequent to the last Annual General Meeting. As such, they shall retire and each offer themselves for election as a Director of the Company. D H Norman and M G D Wakeman both have rolling service contracts of twelve months with the Company. M J Temple, S J Rutherford, D Zissman and P R Dupee do not have rolling service contracts with the Company. The beneficial interests of the Directors in the share capital of the Company at 2 April 2011 are shown in the Remuneration Report on pages 17 to 21. No Director has a beneficial interest in the shares or debentures of any other Group undertaking. CREDITOR PAYMENT POLICY The Company does not follow a code or standard on payment practice. Payment terms are normally agreed with individual suppliers at the time of order placement and are honoured, provided that goods and services are supplied in accordance with the contractual conditions. The amount of trade creditors in the balance sheet as at the end of the financial period represents 74 days (2010: 64 days) of average purchases for the Company and 53 days (2010: 69 days) for the Group. POST BALANCE SHEET EVENTS The Group raised approximately £1.76m through an institutional placing of 5,787,574 new ordinary shares of 1p each at a price of 30.5p per share on 5 April 2011. This raised the total number of shares in issue to 63,721,253 at that date. Subsequent to the period-end 150,000 of the share warrants attached to the shareholder loan have been exercised which leaves the total number of shares in issue currently at 63,871,253. 11,650,000 warrants remain from the original 12,500,000 warrants attached to the £2.5m shareholder loan. These warrants can be used by their holders to either convert their element of the shareholder loan into shares or to purchase shares for a cash consideration. On 23 May 2011 a circular was issued to our shareholders proposing to cancel the admission of the Company’s ordinary shares from the Official List and to trading on the London Stock Exchange’s Main Market and to apply for the admission of the Company’s ordinary shares to trading on AIM. This resolution was approved at a general meeting held on 15 June 2011. The final day of dealings on the Official List was 13 July 2011 with commencement of trading on AIM taking place on 14 July 2011. MARKET VALUE OF LAND AND BUILDINGS During March 2010 all of the Group’s properties were revalued by independent valuers and the Directors believe that these valuations remain appropriate at 2 April 2011. ENVIRONMENTAL POLICY It is the Group’s policy to seek continually to eliminate and, where this is not practicable, to minimise negative environmental impacts from the pursuit of its various business interests whilst continuing to produce high quality products to its customers’ requirements. It is the Group’s policy to comply with all statutory environmental legislation as a minimum and to aim to improve upon the standards set by the local regulatory authorities. To this end, each subsidiary is audited by the Group’s internal health, safety and environment manager to: benchmark performances across the Group; help sites identify and prioritise issues for improvement; and ensure legal compliance. The results of audits are communicated directly to the Directors and to all subsidiary boards and appropriate action is taken. It is the Group’s policy to foster an informed and responsible approach to all environmental concerns and it encourages the involvement of employees, customers and suppliers. Regulatory authorities are consulted and informed at all appropriate times. The Group continues to support long-term strategies to minimise, reuse and recycle packaging. www.600group.com The 600 Group PLC annual report and accounts 2011 13 FINANCIAL INSTRUMENTS An indication of the financial risk management objectives and policies and the exposure of the Group to price risk, credit risk, liquidity risk and cash flow risk is provided in note 24 to the financial statements. CORPORATE GOVERNANCE The Board’s statement on Corporate Governance is set out on pages 14 to 16. PROVISION OF INFORMATION TO AUDITOR All of the current Directors have taken all steps that they ought to have taken to make themselves aware of any information needed by the Company’s auditor for the purposes of its audit and to establish that the auditor is aware of that information. The Directors are not aware of any relevant audit information of which the auditor is unaware. QUALIFYING THIRD PARTY INDEMNITY The Company has provided an indemnity for the benefit of its current Directors which is a qualifying third party indemnity provision for the purpose of the Companies Act 2006. On behalf of the Board MARTYN WAKEMAN DIRECTOR 27 JULY 2011 i R e v e w o f t h e y e a r C o r p o r a t e g o v e r n a n c e A c c o u n t s The 600 Group PLC annual report and accounts 2011 www.600group.com 14 Corporate governance Other than as indicated below, the Board considers that the Company has complied throughout the period with the Combined Code on Corporate Governance published by the Financial Reporting Council in June 2008 (the “Combined Code”). Compliance with the provisions of the Combined Code relating to Directors’ remuneration is covered by the Remuneration Report on pages 17 to 21. The following relates to the Company’s application during the period to 2 April 2011 of the principles and detailed provisions of the Combined Code. BOARD OF DIRECTORS During the year, the Board was broadly balanced with for the majority of the year the non-executive Chairman supported by a non-executive Vice Chairman, one other non-executive Director and two Executive Directors. From 2 February 2011 onwards an additional non-executive Director was added to the Board. The Director recognised as the senior independent Director for the purposes of the Combined Code is S J Rutherford. The Board of Directors met 18 times during the period. D H Norman and M G D Wakeman attended all meetings. M J Temple attended 17 meetings, S J Rutherford attended 14 meetings and C J Cundy attended eleven meetings until his resignation on 2 February 2011. Following their appointment on 2 February 2011 D Zissman attended three meetings and P R Dupee attended two meetings. The Board retains full and effective control over the Group and is responsible for overall Group strategy and management, acquisition and divestment policies, internal control, control of major capital expenditure projects and significant financing matters. It also reviews annual budgets and the progress towards achievement of those budgets. A schedule of matters specifically reserved for the Board’s decision has been agreed. All Directors are subject to election by shareholders at the first opportunity after their appointment and to re-election at regular intervals and at least every three years. All Directors have access to the advice and services of the Company Secretary. BOARD COMMITTEES The Board has delegated specific responsibility to two committees, each with defined terms of reference. Minutes of their meetings are circulated to and reviewed by the Board. The Audit Committee consists of D Zissman, M J Temple and S J Rutherford. It is chaired by D Zissman (who the Board considers has recent and relevant financial experience). It met three times during the year, with the Group Chief Executive, Group Finance Director and representatives of the external auditor in attendance. It reviewed the interim and final financial statements and considered the Annual Report and Accounts before submission to the Board for approval, the appointment of the external auditor, the scope of the audit and matters arising from the audit and internal control procedures. During the year M J Temple, D H Norman and M G D Wakeman attended all of the meetings of the committee. S J Rutherford and D Zissman attended two meetings and C J Cundy attended one. There is provision for the committee to meet with the auditor without the attendance of the Executive Directors. The Remuneration Committee consists of S J Rutherford, M J Temple and D Zissman. It is chaired by S J Rutherford. It determines the terms and conditions of employment for Executive Directors and agrees the parameters of remuneration for the senior management. There were five meetings during the year. S J Rutherford and M J Temple attended all the meetings and C J Cundy attended three meetings until his resignation on 2 February 2011. The Remuneration Committee also functions as the Nomination Committee. Owing to the size of the Board, it is not considered necessary for the Board to have a separate Nomination Committee. INTERNAL CONTROL The Directors have overall responsibility for the Group’s system of internal control and for reviewing its effectiveness. Such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable, but not absolute, assurance against material misstatement or loss. The Board monitors the effectiveness of the systems of internal control principally through the regular review of financial information and the work of the Audit Committee. Operational and compliance controls and risk management are part of the Group’s basis of operation. There are no formal policies in place for employees to raise concerns to the Audit Committee but all employees are encouraged to address concerns to their respective manager. The Board has established key principles of corporate governance for the Group. These include: an ongoing process for identifying, evaluating and managing the significant risks faced by the Group. The process is reviewed regularly by the Board and accords with the requirements of the Combined Code; and a comprehensive financial reporting structure, including a detailed formal budgeting process for all Group businesses which culminates in an annual Group budget which is approved by the Board. www.600group.com The 600 Group PLC annual report and accounts 2011 15 INTERNAL CONTROL CONTINUED The Board has reviewed the effectiveness of the system of internal control. The major elements of the system and the process of review are as follows: an organisational structure with clearly defined lines of responsibility and delegation of authority to executive management; a comprehensive framework for planning, budgeting and reporting the performance of the Group’s operating units. Monthly results are reported against budget and forecasts (which are regularly revised); defined policies and minimum financial controls and procedures at each operating unit; prescribed procedures for capital expenditure applications; confirmation by operating unit senior managers of compliance with the Group’s procedures (regular internal control reviews are also carried out by Group finance staff); and the identification and appraisal of risks during the annual process of preparing business plans and detailed budgets and their regular review during the year. INTERNAL AUDIT Head office staff visit locations on a regular cyclical basis. The results of these visits and reviews are reported to the Audit Committee. RELATIONS WITH THE AUDITOR During the year the auditor provided tax and other non-audit advice to the Company and its subsidiaries. The Board has considered the effect on the independence of the auditor and concluded that its provision of non-audit services was the most cost effective way of obtaining appropriate advice without a serious risk of compromising the independence of the auditor. The Audit Committee monitors the scope of the auditor’s work. RELATIONS WITH SHAREHOLDERS The Company carries out a regular dialogue with its institutional shareholders while having regard to UK Listing Authority guidance on the release of price sensitive information. Full use is made of the Annual General Meeting and the Company’s website to communicate with private investors. The results of proxy votes are declared at the Annual General Meeting after each resolution has been dealt with on a show of hands. GOING CONCERN The Directors are confident, after making appropriate enquiries, that the Group has adequate resources to continue in operation for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the accounts. Further information on this matter is set out in the Basis of Preparation section of the Notes to the Consolidated Financial Statements. i R e v e w o f t h e y e a r C o r p o r a t e g o v e r n a n c e A c c o u n t s The 600 Group PLC annual report and accounts 2011 www.600group.com 16 Corporate governance continued STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS The Directors are responsible for preparing the Annual Report and the Group and Parent Company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with IFRSs as adopted by the EU and applicable law and have elected to prepare the Parent Company financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Parent Company and of their profit or loss for that period. In preparing each of the Group and Parent Company financial statements, the Directors are required to: select suitable accounting policies and then apply them consistently; make judgements and estimates that are reasonable and prudent; for the Group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU; for the Parent Company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the Parent Company financial statements; and prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Parent Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Directors’ Report and Directors’ Remuneration Report that complies with that law and those regulations. The Directors have also decided to prepare voluntarily a Corporate Governance Statement as if the Company were required to comply with the Listing Rules and the Disclosure Rules and Transparency Rules of the Financial Services Authority in relation to those matters. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. On behalf of the Board MARTYN WAKEMAN DIRECTOR 27 JULY 2011 www.600group.com The 600 Group PLC annual report and accounts 2011 17 Remuneration report i R e v e w o f t h e y e a r C o r p o r a t e g o v e r n a n c e A c c o u n t s INTRODUCTION This report has been prepared in accordance with the requirements of the Companies Act 2006. The report is divided into two sections, unaudited and audited information. The audited information starts on page 20. THE REMUNERATION COMMITTEE The Remuneration Committee (the “Committee”) is responsible for determining the salary and benefits of Executive Directors. It currently consists of three non-executive Directors. The members of the Committee during the year have been: S J Rutherford (Committee Chairman) M J Temple D Zissman (from his appointment on 2 February 2011) C J Cundy (until his resignation on 2 February 2011) The Committee held five meetings during the year. The most significant matters discussed by the Committee at its formal meetings this year were: the operation of the bonus scheme in the current economic climate; the formal grant of awards under the new performance share plan; and a review of Executive Directors’ salaries. COMMITTEE’S ADVISERS During the year, PricewaterhouseCoopers LLP continued to act as independent advisers to the Committee and provided services relating to the benchmarking of Executive Directors’ pay. In addition to PricewaterhouseCoopers LLP, the following people provided material advice or services to the Committee during the year: D H Norman Group Chief Executive M G D Wakeman Group Finance Director No Executive was present when his own remuneration arrangements were being discussed. EXECUTIVE DIRECTORS’ REMUNERATION POLICY The Company aims to attract, motivate and retain the most able executives in the industry by ensuring that the Executive Directors are fairly rewarded for their individual contributions to the Group’s overall performance, to the interests of the shareholders and to the ongoing financial and commercial health of the Group. The Committee feels that including equity incentives in the total remuneration package encourages alignment of the interests of the Executive Directors and senior management with those of the shareholders. The Company’s strategy is to reward Executive Directors and key senior employees on both a long-term and short-term basis. SALARIES Salaries are established on the basis of market comparisons with positions of similar responsibility and scope in companies of a similar size in comparable industries. The Committee uses annual surveys conducted by external remuneration consultants as its source of market information. Individual salaries of Directors are reviewed annually by the Committee and adjusted by reference to individual performance and market factors. With the approval of the Chairman, Executive Directors may take up appointments as non-executive directors and retain payments from sources outside the Group, provided that there is no conflict of interest with their duties and responsibilities with the Group. BONUS SCHEME Executive Directors participate in a discretionary bonus scheme that is linked to the achievement of annual financial and personal performance targets. The accounts disclose bonuses paid in the period to 2 April 2011. The Committee has sought to give participants in the discretionary bonus scheme more clarity on how the scheme works by setting out clear objectives for future years. The maximum annual cash bonus opportunity for the Executive Directors for the period from 3 April 2010 to 2 April 2011 was 75% of basic annual salary and was divided into two parts which are each subject to different performance targets: overall Group performance based on operating profit and EBITDA for the year (maximum 55%); and achievement of agreed objectives (maximum 20%). The 600 Group PLC annual report and accounts 2011 www.600group.com 18 Remuneration report continued EXECUTIVE DIRECTORS’ REMUNERATION CONTINUED LONG-TERM INCENTIVE PLANS THE 600 GROUP PLC 2008 AND 2009 PERFORMANCE SHARE PLAN (THE “PSP”) The PSP provides significant rewards for the achievement of stretching performance targets thus achieving a clear and demonstrable link between executive performance and executive reward. The PSP provides for the award of both “nil cost” (or nominal cost) share options and contingent share awards (together referred to as awards) to Executive Directors and other senior employees who are selected to participate. Awards under the PSP were made on 25 August 2009 and 22 March 2011. Awards of 150% of salary were made to D H Norman and M G D Wakeman and awards of 75% of salary were made to certain senior employees. At the time of making an award the Committee will set performance targets which must be satisfied before the award can vest. Such targets will normally be measured over a three-year period. The targets for the awards made on 25 August 2009 and 22 March 2011 were set after consideration at that time of the current economic circumstances of the Company and expectations of the future. The exercise price of both schemes is nil and both will ordinarily only vest after three years from grant. The performance conditions and vesting schedule attaching to the PSP awards made on 25 August 2009 are set out in the table below: TSR target