The Vitec Group Annual Report 2000
Group head office
One Wheatfield Way
Kingston upon Thames
Surrey KT1 2TU
United Kingdom
Tel: +44 (0)20 8939 4650
Fax: +44 (0)20 8939 4680
Email: info@vitecgroup.com
Web: www.vitecgroup.com
Vitec Group supplies a wide range of equipment and services to the broadcasting and entertainment
industries, and the photographic, retail, communications and corporate sectors on an international basis.
Manufacturing in six countries and distributing its products to nearly 100 countries, Vitec is a major force
in its chosen specialised fields.
Financial highlights
Group overview
Group chairman’s statement
Group chief executive’s review
Divisional reports
Broadcast camera systems
Photographic and retail display
Communications and audio
Broadcast services
Financial review
Directors and advisors
Directors’ report
Corporate governance
Statement of directors’ responsibilities
Auditors’ report
Accounts 2000
Consolidated profit and loss account
Balance sheets
Consolidated statement of total recognised gains and losses
Reconciliation of movements in shareholders’ funds
Consolidated cash flow statement
Notes to the accounts
Five-year financial summary
Group directory
Shareholder information and financial calendar
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Group overview
Vitec is organised into four divisions, specialising in particular products or technologies or focused on
particular market sectors. Each division is headed by a Divisional chief executive, who reports to the
Group chief executive.
Activities
Broadcast camera systems
Design and manufacture of remote-
controlled pan and tilt camera
systems, studio and outside
broadcast pedestals and heads,
lightweight tripods and heads, and
batteries and chargers. Focused on
studio broadcast, outside broadcast,
electronic news gathering and
electronic film gathering markets.
Locations
Products
Costa Rica
France
Germany
Japan
Singapore
UK
USA
Autocam remote-controlled camera
systems
Pedestals for TV production
Video tripods and heads for ENG and
EFP applications
Portable lights
Studio lighting and scenery hoists and
pantographs
Microprocessor-controlled batteries
and chargers for video cameras
Life support portable power systems
Photographic and retail display
Design and manufacture of
photographic, video and lighting
support and suspension equipment
and self-standing retail display
products. Distribution of
photographic accessories.
France
Italy
UK
USA
Communications and audio
Design and manufacture of wired
intercom systems, wireless
intercom equipment and wireless
microphones for broadcast, live
entertainment, air traffic control,
aerospace and defence markets.
Broadcast services
Rental services and selected
sales of camera, video, wireless
communication and audio
equipment, including engineering
support for film and TV
programme production.
UK
USA
USA
Photographic and video heads and
tripods
Lighting stands, grips, clamps and
accessories
Lighting and scenery suspension
equipment
Photographic accessories
Live entertainment and exhibition
lighting suspension structures
Modular metal-based retail display
systems
Multi locational intercom systems
Party line intercom systems
Wireless intercom
Wireless microphones
Rental of broadcast video equipment
Rental of audio equipment
High definition TV production support
Webcasting solutions
Major event broadcasting support
Communications and audio equipment
sales
Used video equipment sales
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The Olympics
Australia
The highly acclaimed 2000 Sydney Olympics relied on Vitec Group companies to deliver one of the most
ambitious live performance events ever broadcast. The heart of the communications system was provided
by Clear-Com. Panasonic, as at the Nagano Olympics in 1998 and Atlanta in 1996, again used Vinten to
supply their camera support systems. Anton/Bauer provided the battery support centre and many of the
press images were captured by cameras mounted on Manfrotto and Gitzo tripods.
KBS Television
Korea
Vinten won the contract to supply, in 2000, the Korean Broadcast Television Systems in Seoul with
Quattro pedestals and pan and tilt heads for use in all their news, drama and entertainment productions.
The highest rating drama series in Korea tells the story of the country’s history and is entirely filmed
using these Vinten products.
TV2 Television
Denmark
Drake completed, in 2000, an installation to link 10 regional studios of the TV2 television news broadcast
company in Denmark. An ISDN linked communications network uses Drake’s leading edge equipment
which, being highly adaptable, can be customised to the needs of each client. The busy TV2 live news
studios demanded a fast, reliable and easy to use system. The contract, worth £1.2 million, was won
against two other world class competitors.
The Oscars
USA
Bexel continued, in 2000, its relationship with America’s Academy of Motion Picture Arts and Sciences
to provide broadcast services for its most famous activity: the presentation of the Oscars¨. Oscars¨ have
been awarded for nearly three-quarters of a century to honour achievement in the film industry and the
ceremony has been televised since 1953. An audience of hundreds of millions of cinema lovers around
the world now watch the ceremony every year through the medium of television.
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Group chairman’s statement
Overview In the Interim Statement we reported that, after a good first half, the second half had begun
well. This trend continued and most of our companies have enjoyed record years.
Group turnover increased by 17% from £171 million to £200 million. Excluding the impact of
acquisitions and currency translation, organic growth in turnover was 10% compared with 2% in 1999.
Operating profit before exceptional items and goodwill amortisation was £40 million (1999: £38 million),
an increase of 5% on 1999. Profit before tax, exceptional items and goodwill amortisation was £37
million, almost unchanged from 1999 and affected by the higher interest charge of £3 million (1999: £1
million), arising from share buy-backs in the previous year.
Headline earnings per share increased by 16% from 54.3p to 62.8p. The share buy-backs, which took
place in 1999, contributed 4.9p (9%) to this increase.
Operating cash flow remained strong at £46 million (1999: £51 million). Free cash flow was £8 million
(1999: £21 million) and £11 million was spent on acquisitions and investments, leaving net debt of £31
million (1999: £28 million) at the year end.
Dividend The Board recommends a final dividend of 15.6p per share (1999: 13.6p), making a total
dividend of 21.2p for the year (1999: 18.5p), an increase of 15%.
Acquisitions In January 2000, the acquisition of the assets of Duke City Video was completed for a cash
consideration of $12 million. The acquisition made an important contribution to Bexel’s major events
business during the year.
In September, the Group acquired a minority interest in Intersense Inc, a US-based high technology start-
up company in the virtual reality marketplace, for a cash consideration of $5 million.
People The year witnessed a number of senior appointments in the Group. As previously reported, Philip
Cushing was appointed Group chief executive at the last annual general meeting. In July, Andy Crist
joined the Group as Chief executive of the Broadcast services division and Andrew Jones joined the
Group as Director for Strategy and Development. In October, Simon Derry was promoted to Chief
executive of the Communications and audio division.
In order to align more closely the interests of senior management with shareholders, the Group
restructured and enhanced its long-term equity-based incentive compensation arrangements, full details of
which are in the Directors’ report on page 21.
The total number of employees in the Group rose during the year by 8% to nearly 1,600 people in eight
countries and I wish to thank them all for their considerable efforts during the year. Many of our
businesses have had record years and it is a tribute to our staff that we are able to deliver these results to
the shareholders.
Future prospects We saw good growth in the Group’s core markets in the year. These robust conditions
have continued into 2001 in Europe and Asia. During the last quarter of 2000 some Group companies saw
a softening of demand in the USA, which has continued into the current year. It is too early to know how
this slowdown will affect us, but we are monitoring the situation very closely. However, we believe that
the investments which we are making in our businesses will strengthen the Group and provide the basis
for good long term growth.
Alison Carnwath
Chairman
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Group chief executive’s review
It is almost a year since I joined the Group, a year in which we experienced generally good market
conditions and in which organic growth was strong.
The Group is a world leader in providing products, services and solutions to the broadcast, entertainment
and media industries. To reinforce and strengthen this position, we have begun a number of internal
initiatives and identified that our future success will depend upon:
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articulating a clear strategy for growth
exploiting developments in our chosen markets
and executing our strategy faultlessly.
Our Group values provide a strong platform and culture to build on our success.
The market We define our market as broadcasting, entertainment and media. We are principally
concerned with the capture of content, through photography, video, film and audio. Therefore, our
customers are professionals involved in creating, recording or processing visual and audio information
and also high-end consumers.
There are a number of different drivers affecting our growth, such as advertising expenditure and
consumer demand, as well as digitisation, high definition camera technology and web-streaming. The
year was one in which market conditions were generally favourable. There was strong demand for all
forms of equipment and services from the US broadcasting industry and Asian markets rebounded. Small
but important developments emerged from the introduction of high definition cameras and the beginnings
of a webcasting industry. The US presidential campaign and the Sydney Olympics added to demand.
The short-term market outlook is somewhat clouded by the slowdown in the USA, but we believe the
macro-economic environment and rate of technological change will support satisfactory industry growth
in the medium term. Our success will depend on our continuing ability to differentiate sustainable long
term trends from temporary bursts of activity.
The Vitec value system The philosophy of the Group is built upon five values which we have formalised
during the year:
Customer Service We are totally committed to serving our customers: this means we need to understand
their present and anticipate their future needs; view every initiative we take through customers’ eyes; set
ever more demanding standards and create an increasing flow of value-creating services.
Teamwork We are seeking to create value for shareholders and customers by using our collective
knowledge and expertise to continuously improve what we do, and through formal and informal
teamwork to transfer best practice throughout the Group.
Innovation We will create value for shareholders and customers by constantly renewing and replacing
our product range with better value, higher specifications; by thinking creatively about all our processes;
and by pushing into new application areas for our technologies.
Respect for our people In the eight countries where we operate, we respect our people as individuals and
as members of teams; we seek to provide a working environment which encourages all to develop their
skills to the highest possible level.
Results Ours is a challenging industry and a constant focus on delivery of commitments is essential for
superior financial performance; we have a performance culture which assigns responsibility clearly and
only rewards success.
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Strategic focus Our strategic focus is directed towards the international broadcast, entertainment and
media industries. Each of our companies has a wealth of experience, knowledge and understanding of this
market space and leverage of this knowledge is key to our future growth.
Our objective is to deliver superior growth in earnings per share over the medium term. We expect this to
be accomplished by a combination of internal growth and carefully selected complementary acquisitions.
Internal growth is the lowest cost and lowest risk route to shareholder value. Vitec has strong brands and
significant market shares in growing market segments. Our single-minded pursuit of every growth
opportunity should allow us to continue to grow faster than these markets.
We must also be alert to changing ways of doing business. We made a major investment in e-business in
the year to ensure we can be ahead of demand for e-enabled transactions with our customers. The Group’s
website (www.vitecgroup.com) and intranet ensure we have visibility and contact with our internal and
external stakeholders.
Acquisitions will be considered where we can see real shareholder benefits accruing from Group
ownership. We are spending considerable time looking for new opportunities, where we need to broaden
our offering to a particular part of our customer base or move into an emerging area of activity.
The Group regards internal rate of return as the key measure to ensure that funds are being invested in
new businesses and projects in ways which enhance shareholder value. Annual bonus plans have been
revised to drive growth of operating profit whilst maintaining a focus on cash conversion of operating
profit. The balance between these two objectives will change from time to time to reflect the particular
situation.
Execution of the Group’s strategy is the principal responsibility of the Executive Board, which I formed
during the year.
Philip Cushing
Group chief executive
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Broadcast camera systems
Market conditions were favourable during the year and all the Broadcast camera systems companies
performed well. Demand in the USA was strong, and was supported by the Republican and Democratic
political conventions and later by the Presidential campaign. The year saw a significant recovery in the
Asian markets, especially in Korea. Some of this was due to the release of projects previously deferred.
The Olympic Games in Australia also provided a further boost to sales.
Vinten enjoyed a strong year achieving particular successes in sales of Quattro heavy duty pedestals and
Vector pan and tilt heads to studios in Korea and good sales of these products in Japan. In the key USA
market, sales of lightweight products were well ahead of last year. Vinten maintained its strong robotic
pedestal position in the USA, although increases in sales of both robotic and manually operated pedestals
were more modest than for the lightweight products.
Vinten camera support systems were part of a package selected by Panasonic on behalf of the Sydney
Olympics Broadcast Organisation, to ensure the world’s leading broadcasters captured the highest quality
video images. Nearly 300 camera support systems were used in venues ranging from the Olympic
Stadium to the Sydney Superdome and Olympic rifle range.
There was considerable development effort in the growing area of virtual reality. Investments in tracking
technologies, both lockdown and free roaming tracking systems, were made. The September investment
in Intersense Inc, a company with proprietary tracking technology using motion sensors and control
software, provides further interesting development possibilities in this area.
Sachtler had an outstanding year. Sales were strong in the Americas and particularly large increases were
achieved in Korea, the Middle East and Eastern and South Western Europe. Sales of camera support and
lighting products were both well ahead of last year. Revenues from studio suspension projects were
lower, although market interest remains strong.
The Speedlok© Tripod, a patented rapid deployment system, designed to replace the carbon fibre tripod,
was launched in 1999 and produced good sales during the year. The company’s range of electronic news
gathering lighting was refurbished and the Microsun© HMI (daylight) on-board camera light was
launched at NAB 2000.
Anton/Bauer had another excellent year as it continued to expand its worldwide market share. Sales to
Asian markets showed large increases following the establishment of the Singapore office the previous
year. US demand remained strong.
Anton/Bauer was again the exclusive battery support centre for the world broadcasting community during
the Sydney Olympics. The company has co-operated with Panasonic, the key broadcast sponsor of the
Olympic Games, the host nation broadcasters and organising authorities since 1992 to provide equipment
and on-site support to more than 100 broadcasters at the Olympic Games.
In April, the company added the UltraDAYlight to its best selling on-camera range. This is a high
efficiency, 25 watt daylight colour module, allowing instant changes to indoor colour lighting when used
in conjunction with the existing UltraLight products.
In October, the company received an Emmy Award from the National Academy of Television Arts and
Sciences in recognition of its contribution to the industry.
Turnover
Operating profit*
Operating margin
2000
£67.6m
£15.2m
22.5%
1999
£59.9m
£13.1m
21.9%
*before exceptional items and goodwill amortisation
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Photographic and retail display
Photographic The Photographic businesses enjoyed continued strength in the Asian markets, excluding
Japan. Sales for the year to this region exceeded the record levels set in 1997. In the USA market, Bogen
showed considerable strength in the first nine months of the year but experienced a slowdown during the
last quarter. Bogen’s sales in the USA were well ahead of 1999 and strong sales performances were seen
in Italy and France, notably due to expansion in sales of the video tripod range. The IFF studio lighting
suspension business had an exceptional year. Litec, acquired last year, increased sales substantially. Gitzo
made a good recovery, with sales well ahead of last year despite continued market weakness in Japan.
Overall, sales benefited significantly from the strength of the US dollar and the Yen against the Euro.
International sales reflected the full year benefit of the Manfrotto range of carbon fibre products which
were launched in late 1999. Manfrotto also acquired the licence to use a revolutionary leg locking
mechanism in its tripods. The Gitzo Explorer range of tripods was launched at Photokina 2000.
The year saw substantial changes in the manufacturing organisation: a new factory was purchased for
IFF, and manufacture of new products in the Gitzo range commenced in Italy, ahead of the relocation of
all Gitzo manufacturing from France to Italy. Manufacturing of the Cine heavy duty lighting grip range
was combined with the lighter weight photographic lighting range. A new warehousing system was
introduced at Bogen and implementation of a new enterprise resource planning system across the whole
division was commenced.
Retail display The weak performance of Retail display in the first half continued for the balance of the
year. Economic pressures on two major US customers resulted in substantially lower demand for Alu
products. However, there were good increases in sales to European markets. Sales to the rest of the world,
although small, were also well ahead.
Several new additions were made to the US sales force in the second half in order to widen market
penetration. In Europe, the management and the sales staff of the UK operation were restructured and a
new showroom opened in London. In Italy sales resource was increased.
The Reed collection of products was successfully launched in December 1999 and sales achieved in its
first full year were encouraging. The Spool and Frame collections were introduced at the New York
Market in December 2000. A new contract was finalised during the year with Nokia, the mobile
communications company. Other product developments included a new cosmetic presentation concept.
Expansion work at the Alu building in Italy commenced, adding an additional 6,200m2 of space, and
should be available for occupancy in the second quarter of 2001. Also, Alu’s warehousing and packing
operation in New Jersey was relocated in order to provide more space and improve warehouse efficiency.
Turnover
Operating profit*
Operating margin
2000
£73.8m
£18.0m
24.4%
1999
£69.5m
£19.7m
28.3%
*before exceptional items and goodwill amortisation
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Communications and audio
General market conditions were much more favourable than those which existed in 1999. The market in
the USA continued to be firm and there was a significant improvement in the international markets.
Increased sales in Asia were driven primarily by the Olympic Games in Australia and by strong demand
in Japan. The United Kingdom, Germany and Israel also experienced strong growth.
Clear-Com had an outstanding year and recovered strongly after a difficult 1999. Both the American and
international markets were well ahead in both the Party-Line and Matrix ranges of products, with the most
significant gains being achieved with digital Matrix product sales outside the USA.
Clear-Com provided the intercom system for the opening ceremony of the Olympic Games with the 72-
port Clear-Com Matrix Plus¨ digital intercom system at the heart of the communication system. Over 100
party-line connections were run through the digital matrix, and Clear-Com also supplied numerous
walkie-talkie and wireless intercom interfaces. Other major customers during the year included KABC-
TV in Los Angeles, the US presidential conventions and, in the commercial sector, TRW and Intel.
The most important internal initiative in the year was the introduction of an end-to-end customer service
programme. As part of the benefit of the programme, delivery, service and repair performance improved
dramatically. Online support was introduced, with full technical manuals now available on
www.clearcom.com.
Drake started the year with a high backlog of orders and achieved a strong performance in the first half.
However, in the second half the market began to soften. Drake maintained its position as the European
market leader and secured a number of significant contracts from major broadcasters.
An innovative Master Control Room system for control and distribution of external audio feeds was
developed and launched at the IBC 2000 exhibition in Amsterdam. The first customer for this
predominantly software based product was NRK in Norway. In the UK, major contracts were secured
with QVC, the home shopping channel, and with TEAMtalk, the internet sports broadcaster.
A fibre Mux/Demux unit was also launched at the IBC exhibition. This provides up to 24 audio channels
and enables Drake’s Matrix systems and control panels to be multiplexed by optical fibre.
In the non-broadcast segment, Drake was awarded further development contracts by DFS (Deutsche
Flugsicherung), the German Air Traffic Control authority, to provide networked communications over
ISDN and leased-line services. Drake was also contracted to develop the interface electronics for the
voice-logging equipment installed by DFS. Demand in the simulation and defence sectors was only
moderate.
Vega was acquired in October 1999 with the primary objective of investing in new product development
in order to refresh its existing ageing product line. As stated in last year’s annual report, the company was
not expected to be profitable in 2000. Unforeseen delays were encountered in development of the new
product and, in the meantime, sales of its existing products continued to decline, resulting in larger than
expected losses. In order to accelerate the return to profitability, the business is being relocated to
San Francisco and integrated within Clear-Com.
Turnover
Operating profit*
Operating margin
2000
£21.8m
£1.9m
8.7%
1999
£15.9m
£1.7m
10.7%
*before exceptional items and goodwill amortisation
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Broadcast services
The general market conditions during the year were very good in the USA, the Division’s main
marketplace. The year was dominated by many large events, notably the Democratic and Republican
conventions and the US presidential election. The Division also serviced a number of large international
events, including the Americas Cup in New Zealand, the Sydney Olympics and the International AIDS
Conference in the Caribbean.
Bexel began the year with the acquisition of the assets and business of Duke City Video, which was
successfully integrated into Bexel in the first half of the year. The acquisition has significantly enhanced
Bexel’s ability to service large domestic and international events. Larger contracts included a complete
camera flight pack for Fox TV’s Today pre-game NFL programme live from the aircraft carrier "USS
Truman" in the Mediterranean Sea. The company’s webcasting business continued to grow, particularly
through support of digital webcasts by the House of Blues. Other key webcast-related projects included
providing encoding solutions to ÒishowÓ, a leading webcasting company providing B2B internet
solutions, and support for complete coverage of the National Association of Home Buildings convention,
and support for the Dallas Cowboys training camp daily webcasts. Bexel was also involved in the
webcasting of a number of specialist musical events.
The high definition camera segment also continued to grow and the company made significant further
investments in high definition camera equipment. In digital cinema, Bexel provided the 24-frame
progressive high-definition equipment and expertise used for the special effects in the feature film, "Loch
Ness". HD equipment was also used to provide screenings for the full-length HD feature, "Nicolas". In its
core video market, Bexel provided its updated 30-frame multi-camera HD system for the live webcast and
concurrent DVD of "The Fabulous Thunderbirds" as well as the complete HD facilities for the Bangles
concert at the House of Blues.
Audio specialties group (ASG) marked the year 2000 as the first full year for the integrated audio rental
business following its formation in 1999. Overall growth reached record levels. This resulted from a
combination of highly targeted marketing programmes, gaining market share in the audio and sound
reinforcement markets, the major broadcasting events during the year and large increases in audio visual
business within the corporate and industrial sector.
Top rental clients in the broadcast sector included Fox Network Sports, Fox Sports Net and the Turner
Broadcast Goodwill Games. The top equipment sales customers included broadcasters KABC, KVEA
and KJLA, and commercial accounts such as US Naval Research, Disneyland, National Geographic and
Warner Brothers. The sales function was restructured during the year into two specialist teams: one to sell
wireless microphones and accessories, and the other to sell high-end Matrix intercom equipment supplied
by sister-company Clear-Com, to America’s broadcast community.
ASG launched a comprehensive continuous improvement process during the year, designed to radically
improve customer service standards and organisational efficiency. The year also marked significant
progress in e-business, with an extranet for customers and order tracking being introduced.
Turnover
Operating profit*
Operating margin
2000
£36.8m
£5.0m
13.6%
1999
£26.1m
£3.7m
14.2%
*before exceptional items and goodwill amortisation
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Financial review
Turnover increased 17% over the prior year as gross margins decreased slightly and operating margins, at
20.1%, were 2.2 points lower. This was due to adverse exchange translation rate movements, losses at
Vega, lower margins in Retail display and higher operating costs, as additional investments were made in
sales, marketing, distribution and development.
Duke City Video, acquired in January 2000, was fully integrated into the operations of Bexel in the
second half and its results can no longer be reported separately.
The exceptional costs of £1.9 million relate to the relocation of Gitzo’s manufacturing activities to Italy
and the relocation and restructuring of Vega’s business into Clear-Com.
The Group’s outstanding track record of cash generation continued. Cash flow from operations was £45.8
million (1999: £51.1 million), equating to 112p per share (1999: 108p per share). Average working
capital as a percentage of sales decreased from 26% to 23%. However, working capital increased during
the year, mainly due to higher stocks to support the higher levels of sales.
Dividend payments increased 27% from £7.8 million to £9.9 million. The increase was due to the 15%
increase in the dividend per share in 1999; the payment of three dividends during the year, because the
2000 interim dividend was paid on 1 December 2000, compared with 4 January 2000 for the previous
year; and reduced by the effect of the buy-backs in 1999.
Treasury policy Financing of the Group, financial risk management and tax planning are managed
centrally. The risk management policy is designed to protect profits, not to speculate. Substantial changes
to the financial structure of the Group or divergence from previously agreed financial practice must be
referred to the Board of Directors. There were no changes during the year to the major financial risks
faced by the Group, nor to the approach to their management.
The Group hedges transactions of subsidiaries in foreign currencies up to 12 months forward. Translation
of foreign currency profits is not normally hedged. Net assets of foreign subsidiaries are hedged by
borrowings in those currencies when this can be done at reasonable cost and within the Group’s actual
financing needs.
Interest rates are not generally hedged.
Financing activities The share buy-backs in 1999 increased the efficiency of the Group’s balance sheet
and reduced the Group’s weighted average cost of capital by approximately 1%. The Group’s weighted
average cost of capital is currently estimated at 8%. Despite the higher debt following the buy-backs, net
interest cover for the year remained high at 14 times (1999: 35 times).
No new borrowing arrangements were put in place during the year. However, £30 million of 1-year
committed revolving credit facilities were renewed for a further year. These are convertible into £15
million 1-year term loans and £15 million 2-year term loans. The weighted average cost of borrowing for
the year was 6.9% (1999: 6.7%).
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Effect of exchange rates The net effect of the stronger US$ and weaker Euro versus sterling on the
translation of Group results was an increase in turnover of £3 million and a reduction in profits of £0.4
million compared to 1999. At current exchange rates, pro-forma 2000 reported profits would be higher by
approximately £1.4 million.
Exchange gains on transactions, resulting primarily from the appreciation of the US$ and Yen against the
Euro on export sales from Italy, France and Germany, net of related hedging contracts, increased profits
by approximately £1.7 million.
Hedging contracts for 2001 transactions totalled £35 million (1999: £31 million) at 31 December 2000.
The net of tax effect of exchange rate movements versus sterling, mainly the strengthening of the US$
between 31 December 2000 and the end of the prior year was to increase shareholders’ funds by £4.9
million (1999: reduction of £4.6 million).
Richard Green
Group finance director
Operating cash flow
Capital expenditure
Interest
Tax
Dividends
Free cash flow
2000
£45.8m
£12.8m
£3.0m
£12.4m
£9.9m
£7.7m
1999
£51.1m
£10.4m
£0.9m
£10.6m
£7.8m
£21.4m
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Directors & advisors
Alison Carnwath BA, ACA
Chairman, non-executive, independent, British, aged 48, appointed to the Board on 22 January 1996;
member of the Audit committee, the Remuneration committee and Chairman of the Nominations
committee. Currently a non-executive director of Arcadia Group plc, Glas Cymru plc, Nationwide
Building Society, Man Group plc and Skillsgroup plc.
David Bell MA
Non-executive, independent, British, aged 54, appointed to the Board on 12 March 1997; the senior non-
executive director; member of the Audit committee, the Nominations committee and Chairman of the
Remuneration committee. Currently Chairman of the Financial Times Group, director of Pearson plc,
non-executive Chairman of The Windmill Partnership, non-executive director of Zen Research and
Chairman of Common Purpose Europe and non-executive director of Common Purpose UK.
Philip Cushing MA, MCIM
Group chief executive,
British, aged 50, appointed
to the Board on 3 April 2000; member of the Nominations committee. Currently a non-executive director
of Ikon Office Solutions Inc. Previous experience includes Group chief executive of Inchcape plc and
Chief executive, International of Norton Opax plc.
Lino Manfrotto
Non-executive, Italian, aged 64, appointed to the Board on 21 March 1991; member of the Audit
committee and the Nominations committee. Founder and non-executive president of Gruppo Manfrotto.
John Potter CEng, MIEE, AMBIM
Non-executive, independent, British, aged 57, appointed to the Board on 1 February 1999; member of the
Remuneration committee, the Nominations committee and Chairman of the Audit committee. Retired as a
director of TI Group plc at the end of 1998.
Richard Green BSc, FCA, CPA
Group finance director, British, aged 51, appointed to the Board on 2 March 1992. Previously Director of
Financial Planning at the Morgan Crucible Company plc where he was responsible for mergers and
acquisitions. Prior to this he held various senior financial positions in the oil and gas industry in the USA
and South East Asia.
Michael Stacey BSc, FRAeS
Non-executive, independent, British, aged 62, appointed to the Board on 1 February 1999; member of the
Audit committee, the Remuneration committee and the Nominations committee. Recently retired as Chief
executive of Meggitt plc and is non-executive Chairman elect. Also a non- executive director of
Marshalls Plc.
Secretary
Roland Peate FCIS, ACMA
Group Head Office
One Wheatfield Way
Kingston upon Thames
Surrey KT1 2TU
United Kingdom
Tel: +44(0)20 8939 4650
Fax: +44(0)20 8939 4680
Email: info@vitecgroup.com
Registered office
Western Way
Bury St Edmunds
Suffolk
IP33 3TB
United Kingdom
Registered in England No. 227691
15
Advisors
Stockbrokers
UBS Warburg
Auditors
KPMG Audit Plc
Bankers
HSBC
The Royal Bank of Scotland plc
Wachovia Bank NA
Merchant bankers
Schroder Salomon Smith Barney
Marketmakers in Company shares
HSBC Securities
Merrill Lynch International
UBS Warburg
Registrar and transfer agent
Capita IRG plc
Bourne House
34 Beckenham Road
Beckenham
Kent BR3 4TU
United Kingdom
Tel: +44(0)20 8650 4866
16
Directors' report
The directors submit their report and the audited accounts for the year ended 31 December 2000.
Review of the Group and its activities
The performance and activities of the Group during the year are set out in the Group chairman's statement
and the Group chief executive's review on pages 7 to 12 and in the Financial review on pages 13 and 14.
Results and dividends
Group profit on ordinary activities before taxation amounted to £34.7 million (1999: £36.6 million).
The directors recommend a final dividend of 15.6p per share (1999: 13.6p). If approved, the dividend per
share for the year will total 21.2p (1999: 18.5p) an increase of 14.6% over 1999. Subject to approval by
shareholders, the final dividend will be paid on 23 May 2001 to shareholders on the register on 27 April
2001.
Future development
The Group's strategy is to grow its businesses through organic expansion and carefully planned
acquisitions principally in areas related to its existing businesses, markets and skills.
Research and development
It is recognised by the directors that new products are essential to the long-term success of the Group and
great emphasis is placed on active product development programmes in the manufacturing companies. In
2000 those companies spent £7.5 million (1999: £5.5 million) on research and development.
Share capital
Details of shares issued during the year are set out in note 21 to the accounts on page 52. An analysis of
shareholdings is shown on inside back cover. The middle market price of a share of the Company on 29
December 2000, the last day of dealing in 2000, together with the range during the year is set out on
inside back cover.
Substantial shareholdings
As at 2 March 2001, the Company had been notified of the following interests of 3% or more of its issued
share capital:
Prudential plc
Deborah Battocchio
Manfrotto SA
Legal & General Investment Management Limited
CGNU plc
BNY Trust Company
4,519,580
2,698,374
2,478,374
1,947,148
1,764,701
1,325,454
11.03%
6.59%
6.05%
4.75%
4.31%
3.24%
Directors
The directors during the year were Alison Carnwath (Chairman), Malcolm Baggott, Philip Cushing,
David Bell, Richard Green, Lino Manfrotto, John Potter and Michael Stacey.
Malcolm Baggott retired as a director and the Group chief executive on 28 April 2000, and retired from
the Company on 31 December 2000. Philip Cushing was recruited as Malcolm Baggott's successor and
the Board appointed him as a director with effect from 3 April 2000. He assumed the role of Group chief
executive immediately following the Company's annual general meeting held on 28 April 2000.
Biographies of the current directors are set out on page 15.
17
Directors' remuneration
Details of the Remuneration committee are set out in the section on Corporate governance on pages 25 to
28.
Salaries and fees
Benefits*
Performance
related
annual bonus
Pension
related bonus
Director's name
2000
£
1999
£
2000
£
1999
£
2000
£
1999
£
2000
£
1999
£
2000
£
Total
1999
£
Chairman
Alison Carnwath
80,000
44,375
209
–
–
–
–
–
80,209
44,375
Executive directors
Malcolm Baggott
80,048
231,200
809
2,316
–
60,000
30,774
29,192 111,631 322,708
Philip Cushing
Richard Green
Non-executive directors
191,155
–
7,830
–
93,238
–
–
– 292,223
–
150,000
138,000
13,896
12,884
56,250
30,000
17,100
15,224 237,246 196,108
David Bell
Lino Manfrotto
John Potter
19,500
18,625
–
–
26,250
17,104
Michael Stacey
19,500
17,104
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
19,500
18,625
–
–
26,250
17,104
19,500
17,104
566,453
466,408
22,744
15,200 149,488
90,000
47,874
44,416 786,559 616,024
During the year the highest paid director earned £292,223 (1999: £322,708).
For the year ended 31 December 2000 the executive directors' bonus scheme again comprised two
elements with a maximum total bonus payable of 50% of base salary.
Malcolm Baggott's salary includes payment in lieu of a company car and is shown for the period
commencing 1 January 2000 up to 28 April 2000, the date on which he retired as a director. In the period
from 29 April 2000 to 31 December 2000, the date of his retirement from the Company, Mr Baggott
remained an employee and continued to receive salary and benefits at the same
rate as those paid to him whilst he was a director on condition that he would provide such assistance to
the new Group chief executive and to the Company as and when required. The aggregate amount paid to
him during that period was £166,152. In connection with Mr Baggott's retirement from the Company, the
sum of £310,000 was paid by the Company into the Vitec Group Executive Pension Scheme to fund
enhanced benefits payable to him as a result of his early retirement. Philip Cushing's salary, benefits and
performance related bonus are for the period commencing 3 April 2000 up to the end of the year. Mr
Cushing's salary includes payment in lieu of a company car for the period 3 April 2000 to 3 July
inclusive. John Potter's fees include payment in respect of additional work undertaken in the UK and
overseas with a number of the Group's subsidiary companies.
*The principal benefits are a company car, fuel, medical insurance and life insurance premiums.
18
Pensions related remuneration
It is the Company's policy to make provision for pensions for executive directors in respect of their full
basic salaries (but not in respect of annual bonuses or benefits) through funded retirement benefit
schemes. Up to the maximum salary level permitted by Inland Revenue rules (known as the earnings
cap), retirement benefits are provided through an approved retirement benefit scheme, as shown below.
Accrued
pension at
31 December
Increase in
accrued pension
(in excess of
price inflation)
during
Member
contributions
towards pension
Transfer value
of the increase
in accrued pension
net of member contributions
Executive directors
2000
£
1999
£
2000
£
1999
£
2000
£
1999
£
2000
£
1999
£
Malcolm Baggott
47,622 36,035
11,191
2,815 13,473 12,604
345,190 *
36,440
Philip Cushing
Richard Green
1,530
–
1,530
–
–
–
20,273 17,743
2,335
2,299 10,290
9,520
21,340
24,980
–
25,500
* This figure includes allowances for the increase in value due to Malcolm Baggott's pension coming into
payment with effect from 31 December 2000.
19
Beyond the earnings cap, the cost of pensions comprised defined contribution payments to a funded
unapproved retirement benefit scheme (FURBS) as follows: Malcolm Baggott £46,161 (1999: £42,054),
Philip Cushing £47,460 (1999: nil) and Richard Green £25,650 (1999: £22,464).
Directors' interests
The beneficial interests of those persons who were directors at the end of the financial year in the
Company's shares and share options at 31 December 2000 and 1 January 2000 were as follows:
Directors' shareholdings
Alison Carnwath
David Bell
Philip Cushing
Richard Green
Lino Manfrotto
John Potter
Michael Stacey
Directors' share options
Date of
grant
1 January
2000
Options
exercised
or lapsed
during year
Options
granted
during year
31 December
2000
5,000
–
10,000
10,796
2,573,374
3,000
3,000
2,605,170
Number of shares
31
December
2000
or date of
retirement
as a
director
Exercise
price
(pence)
Market
price at
exercise
date
(pence)
1 January
2000
or subsequent
date of
appointment
3,000
–
5,000
9,796
2,478,374
1,000
3,000
2,500,170
Date from
which
exercisable
Expiry
date
Malcolm Baggott
Executive share options
Oct 1996
Apr 1998
24,880
33,261
SAYE
options
Jun 1997
Jun 1998
Philip Cushing
Premium priced options May 2000
May 2000
2,197
1,159
61,497
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
24,880
33,261
2,197
1,159
61,497
694
653
471
595
– Oct 1999 Oct 2006
– Apr 2001 Apr 2008
Sep 2002
Feb 2003
Sep 2003
Feb 2004
–
–
–
75,000
100,000
75,000
100,000
661
793
– May 2003 May 2010
– May 2003 May 2010
175,000
175,000
20
Directors' share options (continued)
Date of
grant
1 January
2000
Options
exercised
or lapsed
during year
Options
granted
during year
Number of shares
31
December
2000
or date of
retirement
as a
director
Exercise
price
(pence)
Market
price at
exercise
date
(pence)
Date from
which
exercisable
Expiry
date
Richard Green
Executive share options
SAYE
options
Premium priced options
Apr 1992
Apr 1995
Oct 1996
Apr 1998
25,000
7,000
27,305
14,344
–
–
–
–
Jun 1999
3,429
3,429*
–
–
–
–
–
Jun 2000
Oct 2000
Oct 2000
–
–
–
–
–
–
4,095
27,452
32,051
25,000
7,000
27,305
14,344
–
4,095
27,452
32,051
268
512
694
653
492
412
683
819
– Apr 1995 Apr 2002
– Apr 1998 Apr 2005
– Oct 1999 Oct 2006
– Apr 2001 Apr 2008
–
Sep 2004
Feb 2005
Sep 2005
–
Feb 2006
– Oct 2003 Oct 2010
– Oct 2003 Oct 2010
77,078
3,429
63,598
137,247
* Savings contract cancelled, options therefore lapsed
During the financial year no directors exercised share options. No non-executive directors held share
options.
Directors' awards under the long term incentive plan
Philip Cushing
Richard Green
Number of shares
Date of
award
At
1 January
2000
Shares
exercised
or lapsed
during the
year
Shares
awarded
during the
year
At 31
December
2000
Apr 2000
–
–
Dec 1999
Oct 2000
14,004
–
14,004
–
–
–
–
–
22,321
22,321
22,321
22,321
–
1,996
14,004
1,996
1,996
16,000
Incentive arrangements
In September 2000 the Remuneration committee approved proposals for the restructuring of the Group's
incentive arrangements to align them more closely with the objectives and interests of shareholders.
Under the Company's long term incentive plan (``LTIP''), executive directors and other senior employees
receive awards over shares that vest in whole or in part depending on the satisfaction of certain
performance conditions. As part of the re-structuring of the Group's incentive arrangements, the
performance condition of existing and future awards under the LTIP was changed to relate to increases in
earnings per share. The benefit of such a change was to simplify administration of the LTIP and, at the
same time, ensure that the new performance condition would be no less difficult to achieve than those it
replaced. Under the new performance condition, for an award to vest in its entirety, the increase in
earnings per share over the performance period of 3 years would need to be not less than the increase in
the retail prices index plus 36%. For an award to vest at its lowest level of 25%, the increase in earnings
per share over that performance period would need to be equal to, or greater than, the increase in the retail
prices index plus 9%. Awards would lapse if the performance was less than the minimum threshold set
out above.
21
On 28 April 2000 a premium option plan (“POP”) was approved by shareholders. Full details of the POP
were set out in the circular sent to shareholders. Under the POP, selected executive directors and other
senior employees would receive options over shares that would be granted in the form of two tiers.
The exercise price of the first tier would be 25% in excess of the share price immediately prior to the date
of grant; the exercise price of the second tier would be 50% in excess of that same share price. The two
tiers would only be exercisable if the
average middle market price of the Company's shares was in excess of the option exercise price within
the relevant period for a minimum of 20 consecutive dealing days. Each tier of options would lapse if the
share price did not achieve the required threshold within the relevant period. Subject to the share price
reaching the required threshold, options could be exercised between the third and the tenth anniversaries
of their dates of grant.
On 21 December 2000 a deferred bonus plan (the ``DBP'') was approved by shareholders. Under the
DBP, an eligible executive may waive between 10% and 50% of his cash bonus, that was itself subject to
performance targets linked to Group and individual performance, in return for an award over shares in the
Company with a value equivalent to the amount of the waived bonus. In normal circumstances, this award
could be exercised after 2 years. If exercise was deferred until after 3 years and the executive remained
employed by the Group, the participant would be entitled to receive additional shares equal in number to
those comprised in the award. The first awards under the DBP are expected to be granted, in respect of
bonuses for the year 2000, within the window period following the preliminary announcement of the
Group's results for the year ended 31 December 2000.
Executive directors are entitled to participate in the Company's savings related and executive share option
schemes, the long term incentive plan, the premium option plan and the deferred bonus plan. Grants under
the Company's various incentive arrangements are phased. Under the (1994) Executive Share Option
Scheme, exercise is subject to the growth in earnings per share, from the date of grant, exceeding growth
in the Retail Prices Index. Under the (1996) Unapproved Executive Share Option Scheme, exercise is
subject to growth exceeding the increase in the Retail Prices Index plus 3% per annum. The exercise of
options under the (1984) Executive Share Option Scheme is not subject to any performance criteria. No
executive option is offered at a discount.
Payments to suppliers
It is the Group's current policy that individual subsidiary companies are responsible for negotiating the
terms and conditions of trade under which suppliers are asked to operate. Once agreed, payments to
suppliers are made in accordance with those
terms and conditions, subject always to the supplier having complied with the terms and conditions. That
policy will continue for the financial year ending 31 December 2001. For the financial year to 31
December 2000 the Company paid its suppliers on average within 24 days of date of invoice.
Employees
The Group continues to operate in many countries and its employment policies are designed to meet local
conditions and requirements but are established on the basis of the best practices in each country in which
it operates.
Active encouragement is given to all employees both in the UK and overseas to participate in the Group's
savings related share option schemes under which options are granted to employees who enter into
contracts to save agreed amounts each month.
The importance of good communication and working relationships is recognised and actively encouraged.
The Group's policy is to keep employees informed on matters relating to their employment and on
financial and economic factors affecting the Group. The Group continues to be organised on a
decentralised basis. The senior operating executives of the Group, the Group chief executive and the
Group finance director, meet on a regular basis. In addition, the managements of the operating
subsidiaries employ a wide variety of consultation methods, including joint committees, project and
briefing groups.
22
The Group has recently launched its web site and the final development stage of a Group-wide intranet is
under construction. These will provide the Group with enhanced communications and information
exchange capabilities for shareholders and employees.
Ability and aptitude are the determining factors in the selection, training, career development and
promotion of all employees. If an employee becomes disabled during his or her period of employment,
the Company will, if necessary and to the extent possible, retrain the employee for duties suited to that
employee's abilities following the disablement. It continues to be the Company's policy to consider
applications for employment from disabled people on the same basis as other potential employees.
Environmental policy
The Group regards compliance with environmental laws and guidelines as important and socially
responsible and is committed to controlling and minimising the environmental effects of its operations
world wide by good environmental management practices.
The head of each of the Group's operating companies is responsible for complying with the relevant
environmental regulations in all the geographical areas in which it operates. The majority of the Group's
operations have limited environmental impact. However, where operations could have any environmental
impact, such operations are externally monitored and assessed.
The Group's manufacturing operations all report on, and take account of, environmental issues as part of
the Group's system of internal control and risk management.
It is in the interests of the environment and in the financial interests of the Group to make the most
efficient use of energy. Energy efficiency programs are generally in use in the Group's operations
worldwide.
Most of the packaging, office paper and cartons used by the Group's operations is recycled after use and
in many cases biodegradable packaging is used. A large proportion of the businesses have been using
recycling programs for many years.
Donations
Donations of £38,789 (1999: £39,305) for charitable purposes were made by the Group during the year.
No donations were made to any political party.
Annual general meeting
The annual general meeting for 2001 will be held on Wednesday, 11 April 2001 at the offices of Financial
Dynamics, Holborn Gate, 26 Southampton Buildings, London WC2A 2PB. The notice of meeting and a
proxy card are enclosed. The business will include the consideration by shareholders of the report and
accounts for the year ended 31 December 2000, the proposed dividend, re-election of a director, re-
election of auditors and the following further items of business.
A resolution to change the name of the Company to ``The Vitec Group plc''. Please note that existing
share certificates in the name of Vitec Group plc will remain valid after the change of name.
A resolution to adopt revised articles of association to deal with the Electronic Communications Order
2000 and, at the same time, make minor changes to keep the Articles up to date. The changes are set out
in the circular to shareholders.
A resolution renewing the directors' authority to allot shares for cash, as if the pre-emption provisions of
Section 89 of the Companies Act 1985 did not apply, is set out in the notice of meeting. The first part of
the resolution deals with the allotment of shares for cash under a rights issue, giving power to make
adjustments to deal with overseas shareholders, fractions of shares
and similar matters. The second part renews the power of the directors to allot shares for cash, limited to
5% of the issued share capital at 5 March 2001. The authority will expire at the end of the Company's
next annual general meeting or, if earlier on 11 July 2002. Your directors have no present intention of
issuing or granting rights over the unissued share capital, except in relation to the Company's adopted
employee share incentive arrangements as set out in this Directors' report, and no issue will be made
23
which will effectively alter the control of the Company without prior approval of the shareholders in
general meeting.
A resolution for a general authority for the Company to make market purchases of its own shares was
approved by shareholders at the last annual general meeting. The directors believe it is desirable to have
the power to make market purchases in the event of suitable opportunities arising. Accordingly, a
resolution to renew the authority will be proposed at the annual general meeting. The authority to
purchase shares would only be exercised if there was a resultant increase in earnings per share, and it
would be in the best interests of the Company.
Auditors
The auditors, KPMG Audit Plc, are willing to continue in office. A resolution will be put to the annual
general meeting to
re-appoint them as auditors and to authorise the Board to agree their remuneration.
By order of the Board
Roland Peate
Secretary
5 March 2001
24
Corporate governance
The listing rules require a company to include in its annual report and accounts a statement of how it has
applied the principles set out in Section 1 of the Combined Code (the ``Code'') together with an
explanation to enable its shareholders to evaluate how the principles have been applied. The Listing Rules
also require a company to include a statement as to whether or not it has complied throughout the
accounting period with the Code provisions set out in Section 1 of the Code. A company that has not
complied with the Code provisions, or complied with only some of the Code provisions or (in the case of
provisions whose requirements are of a continuing nature) complied for only part of an accounting period,
must specify the Code provisions with which it has not complied, and (where relevant) for what part of
the period such non-compliance continued, and give reasons for such non-compliance.
Statement of compliance
The Board considers that it has complied with the Code throughout the year ended 31 December 2000
with the exception of the Code provision with which non-compliance is included in the report below.
Where non-compliance is reported (Code provision B.1.7), the reason for such non-compliance is set out
in the relevant section below. References in parentheses are to the relevant paragraphs of the Code. The
Company regularly reviews and revises its procedures, as necessary, to take account of the requirements
of the Code.
The Board
The Board meets regularly and there is a formal schedule of matters and levels of authority which are
delegated to the executive directors, all other matters and powers being reserved to the Board. Throughout
the year, the Board comprised the non-executive independent Chairman, two executive directors, except
for the period from 3 April 2000 to 28 April 2000 when there were
three executive directors during the hand-over from Malcolm Baggott, the retiring Group chief executive,
to the incoming Group chief executive, Philip Cushing, and four other non-executive directors. The
directors bring independent judgement to bear on strategic matters, the performance of the Group and the
adequacy of resources and standards of conduct. The roles of the Chairman and the Group chief executive
are separate. The senior non-executive director is David Bell and his biographical details are shown on
page 15.
The Board has a Remuneration committee and an Audit committee. Since the year-end, a Nominations
committee has been constituted. Each committee has formal terms of reference. The members of these
committees are shown on page 15.
Directors, having notified the Chairman, are able to take independent professional advice in furtherance
of their duties at the Company's expense. All new directors are given an extensive introduction to the
Group including meeting with senior executives and visiting the Group's principal operations. All
directors have access to the advice and services of the Group company secretary.
The papers supplied for consideration by the Board are provided on a timely basis and include budgets,
strategy papers, reviews of the Group's financial position and operating performance and annual and
interim reports and accounts.
Appointments and re-election to the Board
A Nominations committee chaired by Alison Carnwath, Chairman of the Board, makes recommendations
to the Board on all new Board appointments. The Chairman and the non-executive directors are normally
appointed for an initial period of three years which usually, with the approval of the Nominations
committee and the Board, would be extended for a further three years. In exceptional circumstances
appointments of non-executive directors may be extended beyond six years, with the approval of the
Nominations committee and the Board, if it is in the interests of the Group to do so.
Under the Company's articles of association each director is required to be re-elected at the third annual
general meeting following that at which he or she was last elected or re-elected. Prior to the annual
general meeting held in 1999, the executive directors had not been subject to rotation and re-election.
However, at the annual general meeting held in 1999 approval was given by shareholders to transitional
25
arrangements under which the two executive directors at the time would be subject to retirement and re-
election at subsequent meetings. The annual general meeting held in 2000 dealt with the first part of those
transitional arrangements. Under the second part of those arrangements, Richard Green, Group finance
director, will retire and will be proposed for re-election at the annual general meeting to be held in 2001.
No other directors retire by rotation at that meeting.
Directors' remuneration
Details of the directors' remuneration policy and the disclosures required by the Code are set out below
and in the Directors' report on pages 17 to 24.
During the year a premium option plan and a deferred bonus plan were designed and implemented by the
Company for executive directors and senior executives of the Group. In doing so it complied with the
provisions set out in Schedule A to the Code.
Richard Green has a service contract requiring 18 months' notice of termination (B.1.7). His service
contract has been in place for a number of years and the Remuneration committee believes the notice
period under the contract remains appropriate. Philip Cushing, Group chief executive, has a service
contract requiring 12 months' notice of termination by the Company. Neither of the executive directors'
service contracts provides for pre-determined amounts of compensation in the event of early termination
by the Company. The Committee's policy in the event of termination is to mitigate compensation to the
fullest extent practicable.
Remuneration committee
Remuneration packages are formulated to attract, retain and motivate executive directors and senior
executives of the quality required, without being excessive. They take into account the responsibilities
involved, remuneration packages in comparable companies, relative performance and both internal and
external advice. Remuneration and benefits reflect responsibility and market comparisons. Basic salary is
fully pensioned on a funded basis.
The Remuneration committee, comprising David Bell (Chairman) and the other independent non-
executive directors, makes recommendations to the Board, within agreed terms of reference, on the
framework of executive remuneration including terms of service, pay structure, incentive arrangements
and benefits. The Committee determines the remuneration packages of the executive directors, including
pension rights and would also determine any compensation payments in relation to those directors. The
Board itself determines the remuneration of the non-executive directors.
The Committee believes that in certain specific circumstances it is beneficial for an executive director to
be encouraged to take up external non-executive appointments. Remuneration received by a director in
respect of external appointments is retained by the director.
The Chairman of the Committee, will be available to answer questions about directors' remuneration at
the Company's annual general meeting.
Relations with shareholders
The Board recognises the importance of maintaining regular contact with its shareholders to ensure that
its businesses, strategy and remuneration policies are understood and that any concerns are addressed in a
constructive way. The Board communicates with its shareholders through a combination of public
announcements through the Stock Exchange, analyst briefings and
press interviews at the time of the announcements of the interim and the year-end results and, when
appropriate, at other times during the year. The directors also meet with shareholders at the Company's
annual general meeting.
At meetings of shareholders, the level of proxy votes received in respect of resolutions are stated after
each resolution has been dealt with on a show of hands. Separate resolutions are proposed for each issue
upon which shareholders are asked to vote, as set out in the notice of annual general meeting.
The Company has complied with the requirement set out in the Code in respect of shareholders' meetings
to send the Notice and related papers at least 20 working days before the meeting. It will continue to
26
comply with the requirement.
Internal control
The Board is responsible 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 and not absolute assurance against material misstatement or
loss (principle D.2).
Since its implementation of the recommendations of the Cadbury Committee Code of Best Practice
through the guidance published by the Working Group on Internal Control in December 1994, the Board
has adopted a risk-based approach to establishing the system of internal control. The application of
principle D.2 of the Code and the process followed by the Board in reviewing the effectiveness of the
system of internal control during the year (provision D.2.1) is as follows:
• Operating company management is charged with the ongoing responsibility for identifying risks
facing each of the businesses and for putting in place procedures to monitor and manage risks.
• The responsibilities of the Chief executive officer and Chief financial officer at each operating unit to
manage risks within their businesses are periodically reinforced by Group executive management.
• Major commercial, technological and financial risks are formally assessed during the annual long-
term business planning process around mid-year. These plans and the attendant risks are reviewed by
the Board.
• Large capital projects, product development projects and acquisitions require Board approval.
• The process by which the Board reviews the effectiveness of internal control has been agreed by the
Board and documented. This involves bi-annual reviews by the Board, of the major business risks of
the Group together with the controls in place to manage those risks as reported to the Board by the
Chief executives of each division. In addition, at the end of each year, individual operating units
formally review all of their business risks and mitigating controls and prepare statements that describe
the extent of their compliance with control objectives. These statements are approved by the Chief
executive officer and Chief financial officer of each operating unit and submitted to Group executive
management for review. Any significant matters arising from this review are formally reported to the
Board by the Group finance director. The risk and control identification and certification process is
monitored and periodically reviewed by Group financial management.
• There is an embedded culture of openness of communication between management and the Board on
matters relating to risk and control.
• The Board has established a strong control framework within which the Group operates. This
contains the following key elements:
• organisational structure with clearly defined lines of responsibility, delegation of authority
and reporting requirements.
• defined expenditure authorisation levels.
• on-site and video conferencing operations reviews covering all aspects of each business are
conducted by Group executive management on a regular basis throughout the year.
•
comprehensive system of financial reporting. The annual budget and long term plan of each
operating company are reviewed in detail and approved by the executive directors. The Board
approves the overall Group's budget
and plans. Monthly actual results are reported against budget and prior year and the forecast
for the year revised where necessary. Any significant changes and adverse variances are
questioned by the Group executive directors and remedial action is taken where appropriate.
Group tax and treasury is co-ordinated centrally. There is weekly cash and treasury reporting
to Group financial management and periodic reporting to the Board on the Group's tax and
treasury position.
27
The Board considers that it has fully complied during the year and up to the date of approval of the annual
report and accounts with the Code (D.2.1) as set out in the Guidance for Directors on the Combined Code,
published by the Internal Control Working Party of the Institute of Chartered Accountants in England and
Wales.
The Group does not have an internal audit function. However, the Board periodically reviews the need for
such a function (provision D.2.2). The current conclusion of the Board is that this is not necessary given
the scale, diversity and complexity of the Group's activities. Operational audits are outsourced on an as-
needed basis.
Going concern
The directors have made appropriate enquiries and consider that the Group has adequate resources to
continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt
the going concern basis in preparing the accounts.
Company law requires the directors to prepare financial statements for each financial year which give a
true and fair view of the state of affairs of the Company and of the Group and of the profit or loss for that
period. In preparing those 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;
•
state whether applicable accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the company and the group will continue in business.
The directors are responsible for keeping proper accounting records which disclose with reasonable
accuracy at any time the financial position of the company and to enable them to ensure that the financial
statements comply with the Companies Act 1985. 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.
28
Auditors’ report to the members of the Vitec Group plc
We have audited the financial statements of the Vitec Group plc which comprise the profit and
loss account, the balance sheet, the cash flow statement, the statement of total recognised gains
and losses and notes 1 to 27.
Respective responsibilities of directors and auditors
The directors are responsible for preparing the Annual Report. As described in the Statement of
Directors’ Responsibilities, this includes responsibility for preparing the financial statements in
accordance with applicable United Kingdom law and accounting standards. Our responsibilities,
as independent auditors, are established in the United Kingdom by statute, the Auditing Practices
Board, the Listing Rules of the Financial Services Authority, and by our profession’s ethical
guidance.
We report to you our opinion as to whether the financial statements give a true and fair view and
are properly prepared in accordance with the Companies Act. We also report to you if, in our
opinion, the directors’ report is not consistent with the financial statements, if the company has
not kept proper accounting records, if we have not received all the information and explanations
we require for our audit, or if information specified by law or the Listing Rules regarding
directors’ remuneration and transactions with the group is not disclosed.
We review whether the corporate governance statement reflects the company’s compliance with
the seven provisions of the Combined Code specified for our review by the Financial Services
Authority, and we report if it does not. We are not required to consider whether the board’s
statements on internal control cover all risks and controls, or form an opinion on the
effectiveness of the group’s corporate governance procedures or its risk and control procedures.
We read the other information contained in the Annual Report, including the corporate
governance statement, and consider whether it is consistent with the audited financial statements.
This other information comprises only the directors’ report, the chairman’s statement, the group
chief executive’s review and the financial review. We consider the implications for our report if
we become aware of any apparent misstatements or material inconsistencies with the financial
statements. Our responsibilities do not extend to any other information.
Basis of audit opinion
We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices
Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and
disclosures in the financial statements. It also includes an assessment of the significant estimates
and judgements made by the directors in the preparation of the financial statements, and of
whether the accounting policies are appropriate to the group’s circumstances, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which
we considered necessary in order to provide us with sufficient evidence to give reasonable
assurance that the financial statements are free from material misstatement, whether caused by
fraud or other irregularity or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
29
Opinion
In our opinion the financial statements give a true and fair view of the state of affairs of the
company and the group as at 31 December 2000 and of the profit of the group for the year then
ended and have been properly prepared in accordance with the Companies Act 1985.
Notes
1 The maintenance and integrity of the Vitec Group web site is the responsibility of the directors; the
work carried out by the auditors does not involve consideration of these matters and, accordingly, the
auditors accept no responsibility for any changes that may have occurred to the financial statements or
audit report since they were initially presented on the web site.
2 Legislation in the United Kingdom governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
KPMG Audit Plc
Chartered Accountants
Registered auditor
London
5 March 2001
30
Consolidated profit and loss account
For the year ended 31 December 2000
2000
1999
Before
exceptional
items and
goodwill
amortisation
Notes
£m
Turnover
Cost of sales
Gross profit
Net operating expenses
Operating profit
Net interest payable
Profit on ordinary activities
before tax
Tax
Profit on ordinary activities
after tax
and for the financial year
Dividends
Retained profit for the year
transferred to reserves
Basic earnings per share
Diluted earnings per share
Headline earnings per share
3
4
6
23
9
10
22
11
11
11
Exceptional
items
Goodwill
amortisation
£m
–
–
–
(1.9 )
(1.9 )
–
£m
–
–
–
(0.6 )
(0.6 )
–
Total
Total
£m
£m
200.0
(93.4 )
106.6
(69.0 )
37.6
(2.9 )
171.4
(78.9 )
92.5
(54.8 )
37.7
(1.1 )
200.0
(93.4 )
106.6
(66.5 )
40.1
(2.9 )
37.2
(1.9 )
(0.6 )
34.7
36.6
(11.5 )
(11.4 )
23.2
25.2
(8.7 )
(7.6 )
14.5
17.6
56.7p
56.4p
62.8p
53.3p
52.6p
54.3p
31
Balance sheets
As at 31 December 2000
Notes
Group
2000
£m
Fixed assets
Intangible assets
Tangible assets
Investments
Current assets
Stocks
Debtors
Cash at bank and in hand
Creditors – due within one year
Net current assets/(liabilities)
Total assets less current liabilities
Creditors – due after more than one
year
Provisions for liabilities and
charges
Net assets
Capital and reserves
Called up share capital
Share premium account
Capital redemption reserve
Revaluation reserve
Other reserves
Profit and loss account
Shareholders' funds - equity
Minority interest - equity
2
3
4
5
6
3
7
7
9
1
2
2
2
2
2
10.9
47.0
3.5
61.4
37.8
38.0
19.2
95.0
(38.6 )
56.4
117.8
(46.6 )
(7.5 )
63.7
8.2
2.4
1.6
1.5
–
50.0
63.7
–
63.7
1999
£m
10.0
37.5
–
47.5
29.1
32.6
32.8
94.5
(33.7 )
60.8
108.3
(57.3 )
(5.9 )
45.1
8.2
2.3
1.6
1.5
–
30.6
44.2
0.9
45.1
Approved by the Board on 5 March 2001 and signed on its behalf
Richard Green
Director
Company
2000
£m
–
2.4
127.1
129.5
–
5.1
2.3
7.4
(23.0 )
(15.6 )
113.9
(40.8 )
(0.1 )
73.0
8.2
2.4
1.6
0.9
53.7
6.2
73.0
–
73.0
1999
£m
–
2.1
131.5
133.6
–
5.3
11.7
17.0
(17.3 )
(0.3 )
133.3
(49.3 )
(0.1 )
83.9
8.2
2.3
1.6
0.9
53.7
17.2
83.9
–
83.9
32
Consolidated statement of total recognised gains and losses
For the year ended 31 December 2000
Profit for the financial year
Exchange rate movements on foreign net investments
Tax on exchange differences
Total recognised gains relating to the year
Reconciliation of movements in shareholders' funds
For the year ended 31 December 2000
Profit for the financial year
Dividends
Retained profit for the year
Exchange rate movements and related tax on foreign net
investments
New share capital subscribed
Share repurchases
Net increase/(reduction) in shareholders' funds
Opening shareholders' funds
Closing shareholders' funds
2000
£m
23.2
4.3
0.6
28.1
2000
£m
23.2
(8.7 )
14.5
4.9
0.1
–
19.5
44.2
63.7
1999
£m
25.2
(3.5 )
(1.1 )
20.6
1999
£m
25.2
(7.6 )
17.6
(4.6 )
0.6
(50.7 )
(37.1 )
81.3
44.2
33
Consolidated cash flow statement
For the year ended 31 December 2000
Net cash inflow from operating activities
Returns on investments and servicing of finance
Interest received
Interest paid
Net cash outflow from returns on investments and servicing of
finance
Tax paid
Capital expenditure
Purchase of tangible fixed assets
Sale of tangible fixed assets
Purchase of fixed asset investments
Net cash outflow from capital expenditure
Acquisitions
Purchase of subsidiary undertakings
Equity dividends paid
Net cash (outflow)/inflow before financing
Financing
Issue of shares
Repurchase of shares
Net (repayment)/receipt of loans
Net cash outflow from financing
(Decrease)/increase in cash in the year
Notes
6
14
20
23
23
2000
£m
45.8
0.8
(3.8 )
1999
£m
51.1
0.7
(1.6 )
(3.0 )
(0.9 )
(12.4 )
(10.6 )
(14.4 )
1.6
(3.5 )
(16.3 )
(7.1 )
(9.9 )
(2.9 )
0.1
–
(11.0 )
(10.9 )
(13.8 )
(10.7 )
0.3
–
(10.4 )
(4.8 )
(7.8 )
16.6
0.6
(50.7 )
41.1
(9.0 )
7.6
34
Notes to the accounts
1 Basis of presentation
The consolidated profit and loss account and balance sheets include the accounts of the Company and its
subsidiary undertakings made up to 31 December 2000. The accounts have been prepared in accordance
with all applicable accounting standards under the historical cost convention modified to include the
revaluation of certain land and buildings.
The Financial Reporting Standards (``FRS'') FRS 15 Tangible fixed assets and FRS 16 Current tax have
been implemented. The impact of the adoption of FRS 15 is outlined in note 13.
2 Accounting policies
Basis of consolidation
The results of subsidiaries sold or acquired during the year are included in the accounts up to, or from, the
date that control passes, unless otherwise stated.
For acquisitions made prior to 1 January 1998, the differences between the fair value of the consideration
paid for investments in subsidiaries or businesses and the fair value of their net assets at the date of
acquisition is treated as purchased goodwill and is written off directly against reserves.
For acquisitions made on or after 1 January 1998, purchased goodwill arising from the differences
between the fair value of the consideration paid and the fair value of the net assets acquired as at the date
of acquisition is capitalised in the balance sheet as an intangible asset. This purchased goodwill is being
charged to the profit and loss account through amortisation on a straight-line basis over its estimated
useful life up to a maximum of 20 years.
Impairment tests are carried out on the purchased goodwill arising on acquisitions that occurred in the
preceding year. Where necessary, provision is made for any impairment that has arisen.
Upon the disposal of businesses which have become part of the Group by acquisition, purchased goodwill
previously written off to reserves, or the unamortised portion of purchased goodwill remaining in the
balance sheet as an intangible asset, is
written off to the profit and loss account.
Turnover
Represents net sales after deducting agents' commissions and trade discounts.
Foreign currencies
Transactions with overseas customers and suppliers are converted at the average rates for the months in
which transactions
occur. Profits and losses arising from the difference between these rates and contracted rates on forward
exchange rate contracts, which are set up as hedges against such sales and purchases, are recorded in cost
of sales. Foreign trading profits and cash flows are translated at the average rates for the year. Assets and
liabilities are translated at the year-end rates. Differences on translation of investments in overseas
companies are taken directly to reserves.
Research and development
Expenditure on the Group's own research and development projects is charged to the profit and loss
account in the year in which it is incurred.
Investments
Fixed asset investments are stated individually at cost less, where appropriate, provision for impairment
in value. Current asset investments are stated at the lower of cost and net realisable value. Cost includes,
where appropriate, accrued interest.
35
2 Accounting policies (continued)
Fixed assets and depreciation
Depreciation is provided at rates estimated to write off the cost or valuation of the relevant assets less
their estimated residual values by equal annual amounts over their expected useful lives. No depreciation
is provided on freehold land. Other fixed assets are depreciated at the rates indicated below:
Freehold and long leasehold buildings
Short leasehold property
Plant and machinery
Motor vehicles
Equipment, fixtures & fittings
Rental equipment
Stock and work in progress
–5% on cost or valuation
2½%
over the remaining period of the lease
–25% on cost
12½%
–33 1/3 % on cost
25%
–33 1/3 % on cost
10%
–on cost
20%
Stock and work in progress is valued at the lower of cost and net realisable value, less progress payments.
Cost includes materials, direct labour and production overheads incurred in bringing stocks and work in
progress to their present location and condition.
Capital instruments
Capital instruments are stated in the balance sheet after the deduction of issue costs, which are charged to
the profit and loss account over the term of the debt.
Receipts and payments on interest rate instruments are recognised on an accruals basis over the life of the
instrument. Cash flows associated with derivative financial instruments are classified in the cash flow
statement in a manner consistent with those of the transactions being hedged.
Deferred tax
The charge for tax is based on the profit for the year and takes into account tax deferred because of timing
differences between the treatment of certain items for tax and accounting purposes. Provision is made for
deferred tax only to the extent that it is considered probable that an actual liability will crystallise. Within
any one tax jurisdiction, deferred taxes are only recognised to the extent of deferred tax liabilities arising
in that jurisdiction.
Pension costs
The costs of providing pensions for employees under defined benefit pension schemes are charged to the
profit and loss account over the working lives of the employees in accordance with the recommendations
of qualified actuaries. Any funding surpluses or deficits that may arise are amortised over the average
working life of the employees but surpluses may first be used to improve members' benefits. The costs of
providing pensions for employees under state and other defined contribution schemes are expensed as
incurred.
Employee share schemes
The costs of awards to employees that take the form of shares or rights to shares (including conditional
rights) are recognised over the periods to which the employees' performance relates. No cost is recognised
in respect of SAYE schemes that are offered on similar terms to all or substantially all employees.
Leases
Rentals under operating leases are charged to the profit and loss account on a straight-line basis.
Assets held for short-term rentals are recorded as plant and machinery within fixed assets and depreciated
over their estimated useful lives. Rental income from these assets is recognised as earned on a straight-
line basis over the rental periods.
36
3 Activity analysis
3.1 Class of business
Broadcast camera systems
Photographic and retail display
Communications and audio
Broadcast services
Exceptional items
Goodwill amortisation
Group net liabilities
Operating
profit
Turnover
Net assets
2000
£m
1999
£m
2000
£m
1999
£m
2000
£m
1999
£m
15.2
18.0
1.9
5.0
40.1
(1.9 )
(0.6 )
13.1
19.7
1.7
3.7
38.2
–
(0.5 )
67.6
73.8
21.8
36.8
200.0
–
–
59.9
69.5
15.9
26.1
171.4
–
–
37.6
37.7
200.0
171.4
34.4
31.8
6.0
21.1
93.3
–
–
93.3
30.2
26.3
5.4
13.9
75.8
–
–
75.8
(29.6 )
(30.7 )
63.7
45.1
As explained in note 20 the turnover and results of Duke City Video are not separately identifiable but are
included within Broadcast services.
The exceptional items are explained in note 5.
Goodwill amortisation relates to Photographic and retail display - £0.1 million (1999: £0.1 million),
Communications and audio - £0.1 million (1999: £0.1 million) and Broadcast services - £0.4 million
(1999: £0.3 million).
Group net liabilities include cash, financing and capitalised goodwill.
Operating profit
Turnover
Net assets
2000
£m
1999
£m
2000
£m
1999
£m
2000
£m
1999
£m
3.2 Geographic area
By origin
United Kingdom
The rest of Europe
The Americas
Asia and Australasia
Exceptional items
Goodwill amortisation
Group net liabilities
3 Activity analysis (continued)
1.1
21.9
16.3
0.8
40.1
(1.9 )
(0.6 )
1.2
22.8
13.9
0.3
38.2
–
(0.5 )
28.3
71.1
97.6
3.0
23.4
66.5
78.6
2.9
200.0
171.4
–
–
–
–
12.6
29.0
50.2
1.5
93.3
–
–
14.2
25.1
35.0
1.5
75.8
–
–
37.6
37.7
200.0
171.4
93.3
75.8
(29.6 )
(30.7 )
63.7
45.1
37
Turnover by destination
United Kingdom
The rest of Europe
The Americas
Asia and Australasia
Africa and Middle East
4 Operating expenses
Analysis of operating expenses
Marketing, selling and distribution costs
Research and development costs
Administrative expenses
– exceptional restructuring costs
– goodwill amortisation
– other administrative expenses
Turnover
2000
£m
8.6
47.3
115.9
25.2
3.0
200.0
2000
£m
34.8
7.5
1.9
0.6
24.2
69.0
1999
£m
7.7
44.0
99.5
17.5
2.7
171.4
1999
£m
27.8
5.5
–
0.5
21.0
54.8
5 Exceptional items
The exceptional items include restructuring and relocation costs for the Photographic and retail display
(£1.4 million) and Communications and audio (£0.5 million) divisions.
Costs include £1.8 million for redundancy and relocation, and £0.1 million for other items.
38
6 Operating profit
The following items are included in operating profit
Broadcast equipment rental income on operating leases
Depreciation
Operating lease rental expense
Plant, machinery & vehicles
Property
Auditors' remuneration
Audit fees
Other fees paid to the auditor and its associates
2000
£m
23.4
11.4
0.1
3.6
0.4
0.8
Fees paid to the auditors for non-audit services comprise £0.3 million for bus iness advisory services, £0.4
million for tax and £0.1 million for other work.
Reconciliation of operating profit to net cash flow from operating
activities
Operating profit
Goodwill amortisation
Depreciation
(Profit) on sale of fixed assets
(Increase)/decrease in stock
Increase in debtors
Increase in creditors
Increase in provisions
Net cash inflow from operating activities
7 Employees
Aggregate remuneration of all employees during the year
Wages and salaries
Employers' social security costs
Employers' pension costs
Average number of employees during the year
Broadcast camera systems
Photographic and retail display
Communications and audio
Broadcast services
Head office
1999
£m
16.9
8.6
0.1
3.3
0.4
0.4
1999
£m
37.7
0.5
8.6
(0.1 )
1.3
(0.6 )
3.4
0.3
51.1
1999
£m
35.1
4.8
1.3
41.2
2000
£m
37.6
0.6
11.4
–
(7.3 )
(3.8 )
5.2
2.1
45.8
2000
£m
40.1
6.2
1.6
47.9
2000
Number
1999
Number
505
631
203
201
12
1,552
490
574
158
167
11
1,400
39
8 Directors' remuneration
The emoluments, share options and pension-related remuneration of all the directors are disclosed in the
Directors' report.
The combined remuneration of the directors of the Group is set out below
Fees to non-executive directors
Remuneration of executive directors
Performance-related bonuses
Gains on exercise of share options
Pension contributions
9 Tax
UK corporation tax at 30% (1999: 30.25%)
Tax on exchange differences taken to reserves
Overseas corporate tax
Deferred tax
Adjustments in respect of prior years
Tax on ordinary activities
There is no tax on the exceptional items.
Reconciliation of effective tax rate on profit on ordinary activities before
exceptional items and goodwill amortisation
The tax charge has been increased/(reduced) by the following major items
Statutory UK corporation tax rate
Profits in tax free areas
Allowable amortisation of intangible assets
Higher overseas tax rates
Other items
Effective tax rate
10 Dividends
Interim paid of 5.6p per share (1999 : 4.9p)
Final proposed 15.6p per share (1999 : 13.6p)
Total dividends 21.2p per share (1999 : 18.5p)
2000
£m
0.1
0.5
0.2
0.8
–
0.4
2000
£m
0.2
0.6
11.4
(0.6 )
(0.1 )
11.5
2000
%
30.0
(2.3 )
(3.5 )
6.1
0.6
30.9
2000
£m
2.3
6.4
8.7
1999
£m
0.1
0.4
0.1
0.6
–
0.1
1999
£m
2.7
(1.1 )
10.2
(0.1 )
(0.3 )
11.4
1999
%
30.3
(1.9 )
(4.3 )
5.0
1.6
30.7
1999
£m
2.0
5.6
7.6
40
11 Earnings per ordinary share
The calculation of basic earnings per share under FRS 14 is based on profit after tax of £23.2 million
(1999: £25.2 million). Headline earnings per share is presented in order to reflect more appropriately the
ongoing earnings performance of the Group. This calculation is based on profit after tax but before
exceptional items and amortisation of goodwill. In 2000 this profit was £25.7 million (1999: £25.7
million). Both measures of earnings per share are based on the weighted average number of shares in
issue during the year of 40,941,665 (1999: 47,226,150).
Reconciliation of earnings and its effect on basic earnings per share and headline earnings per share
Profit for the financial year
Add back: exceptional items
Add back: goodwill amortisation
2000
£m
23.2
1.9
0.6
1999
£m
2000
pence
1999
pence
25.2
–
0.5
56.7
4.6
1.5
53.3
–
1.0
Earnings before exceptional items and goodwill amortisation
25.7
25.7
62.8
54.3
The calculation of diluted earnings per share under FRS 14 is based on profit after tax of £23.2 million
(1999: £25.2 million). The number of shares used to calculate the diluted earnings per share incorporates
the weighted average number of shares in issue of 40,941,665 (1999: 47,226,150) and the number of
shares under option of 2,468,087 (1999: 1,058,806) and contingently issuable shares from the total of
potential long-term incentive plan awards of 199,910 (1999: 126,574) as adjusted for a weighting factor
between the average exercise prices of the share options and the average market price of the Company's
shares during 2000. The number of shares used for the calculation is 41,069,476 (1999: 47,832,375).
12 Intangible fixed assets
Cost
At 1 January 2000
Currency translation adjustments
Additions
At 31 December 2000
Amortisation
At 1 January 2000
Currency translation adjustments
Charge for the year
At 31 December 2000
Net book value
At 31 December 2000
At 31 December 1999
Goodwill
£m
10.7
0.7
0.9
12.3
0.7
0.1
0.6
1.4
10.9
10.0
41
13 Tangible fixed assets
Group
Cost or valuation
At 1 January 2000
Currency translation adjustments
Acquisitions
Additions
Transfers between categories
Disposals
At 31 December 2000
Depreciation
At 1 January 2000
Currency translation adjustments
Charge for the year
Transfers between categories
Disposals
At 31 December 2000
Net book value
At 31 December 2000
At 1 January 2000
Total
£m
Land
and buildings
£m
Plant
machinery
and
vehicles
£m
Equipment
fixtures
and
fittings
£m
79.2
4.8
6.3
14.5
–
(8.4 )
96.4
41.7
2.9
11.4
–
(6.6 )
49.4
47.0
37.5
21.0
0.6
–
1.9
–
(0.1 )
23.4
5.3
0.4
0.9
–
–
6.6
16.8
15.7
47.4
3.3
6.3
8.5
0.6
(7.5 )
58.6
29.1
1.8
9.1
0.5
(5.9 )
34.6
24.0
18.3
10.8
0.9
–
4.1
(0.6 )
(0.8 )
14.4
7.3
0.7
1.4
(0.5 )
(0.7 )
8.2
6.2
3.5
Plant, machinery and vehicles includes broadcast equipment rental assets with a cost of £31.1 million
(1999: £24.3 million) and accumulated depreciation of £15.3 million (1999: £13.7 million).
The fixed assets of the Company, comprising principally of land and buildings, at a cost of £3.3 million
(1999: £3.0 million) and with accumulated depreciation of £0.9 million (1999: £0.9 million) are included
above. During the year, additions at cost were £0.5 million, disposals totalled £0.1 million and
depreciation was £0.1 million.
42
13 Tangible fixed assets (continued)
Net book value of land and buildings
at cost or valuation comprise the following
Carried at cost
Carried at valuation (open market basis - 31.3.1989)
Freehold
Short leasehold
2000
£m
Group
1999
£m
Company
1999
£m
2000
£m
14.9
1.9
13.7
2.0
16.8
15.7
15.4
1.4
14.8
0.9
16.8
15.7
–
1.9
1.9
1.9
–
1.9
–
2.0
2.0
2.0
–
2.0
The Group's land and buildings shown above at a re-valued net book value of £1.9 million would have
been stated under historical cost at £0.7 million and a net book value of £0.3 million.
The revalued amount of the Group's land and buildings has been retained as allowed for by the
transitional provisions set out in FRS 15 Tangible fixed assets.
Capital commitments for which no provision has been made in the accounts amount to £2.3 million
(1999: £0.8 million) for the Group and £nil (1999: £nil) for the Company.
14 Fixed asset investments
Investments at cost or written down value are
Group
At 1 January 2000
Additions
At 31 December 2000
Company
At 1 January 2000
Repayments
At 31 December 2000
The Group's investment represents a 19% investment in Intersense Inc.
Total
£m
Shares
£m
Loans
£m
–
3.5
3.5
131.5
(4.4 )
127.1
–
3.5
3.5
84.6
–
84.6
–
–
–
46.9
(4.4 )
42.5
43
14 Fixed asset investments (continued)
Principal subsidiaries
The Group's principal subsidiaries at 31 December 2000 are listed below. Except as otherwise indicated
they are all wholly-owned by the Company, incorporated and registered in England and Wales.
Vitec Group US Holdings Inc
Vitec Luxembourg Holdings Sarl
Vitec International Financial Services Company Limited
Broadcast camera systems
Anton/Bauer Inc
Centro de Produccion Profesional CPP Limitada
LCB Beteiligungs GmbH
Sachtler Corporation of America
Sachtler GmbH & Co. KG
Vinten Broadcast Limited
Vinten Inc
Photographic and retail display
Alu Inc
Bogen Photo Corporation
Gitzo SA
Lino Manfrotto & Co Spa
Communications and audio
Drake Electronics Limited
Vitec CC Inc (trading as Clear-Com)
Broadcast services
Bexel Corporation
Systems Wireless Limited
* Indicates companies directly owned by the parent company
Country of incorporation
USA
Luxembourg
Ireland
USA
Costa Rica
Germany
USA
Germany
England *
USA
USA
USA
France
Italy
England *
USA
USA
USA
44
15 Stocks
Raw materials and components
Work in progress
Finished goods
16 Debtors
Amounts falling due within one year
Trade debtors
Amounts owed by subsidiaries
Other debtors
Tax recoverable
Prepayments and accrued income
Amounts falling due after one year
Prepayments and accrued income
Other debtors
Group
2000
£m
10.2
9.3
18.3
37.8
1999
£m
8.3
6.9
13.9
29.1
Company
2000
£m
1999
£m
–
3.2
0.6
1.2
0.1
5.1
–
–
–
–
3.6
0.2
1.2
0.3
5.3
–
–
–
Group
2000
£m
29.3
–
3.7
1.2
1.7
35.9
1.3
0.8
2.1
1999
£m
24.8
–
2.8
1.2
1.6
30.4
1.3
0.9
2.2
Total debtors
38.0
32.6
5.1
5.3
45
17 Creditors
Amounts falling due within one year
Other loans
Payments received on account
Trade creditors
Amounts owed to subsidiaries
Dividends
Corporation tax
Other tax and social security costs
Other creditors
Accruals and deferred income
Amounts falling due after more than one year
Bank loans
Other loans
Loans owed to subsidiaries
Other creditors
Accruals and deferred income
Group
2000
£m
1999
£m
Company
2000
£m
1999
£m
4.0
0.6
13.8
–
6.4
2.4
1.6
5.4
4.4
38.6
38.0
8.2
–
0.2
0.2
46.6
3.8
0.5
10.7
–
7.6
3.3
1.4
3.7
2.7
33.7
45.1
11.7
–
0.3
0.2
57.3
–
–
–
14.2
6.4
0.5
0.1
0.5
1.3
23.0
38.0
–
2.8
–
–
40.8
0.1
–
–
6.0
7.6
2.9
–
0.1
0.6
17.3
45.0
0.3
4.0
–
–
49.3
46
18 Financial instruments
An explanation of the Group's treasury policy and controls is included in the Financial review on pages
18 and 19. Short term debtors and creditors have been omitted from all disclosures other than the
currency profile.
a) Financial liabilities
i) Analysis of borrowings
Bank loans
Senior notes
Net swaps
Other loans
Gross financial liabilities
ii) Maturity profile
Within one year or less
More than one year but not more than two years
More than two years but not more than five years
Group
2000
£m
38.0
11.4
0.0
0.8
50.2
Group
2000
£m
4.0
42.0
4.2
50.2
1999
£m
45.1
14.1
0.4
1.0
60.6
1999
£m
3.8
3.9
52.9
60.6
Company
2000
£m
38.0
–
–
–
38.0
Company
2000
£m
–
38.0
–
38.0
1999
£m
45.0
–
0.4
–
45.4
1999
£m
0.1
0.1
45.2
45.4
The total amount of loans any part of which falls due after 5 years is £nil (1999: £0.1 million).
The holding company for the USA subsidiaries issued in 1993, via a private placement, US$40 million of
6.72% unsecured Senior Notes 2003 guaranteed by the Company. The notes are repayable in equal
instalments over 7 years commencing in 1997. Concurrent with the drawdowns under the notes, the
Company entered into 10 year US dollar/sterling interest rate swap agreements with banks whereby
US$15 million of fixed rate obligations were exchanged for obligations of £10.1 million at interest rates
linked to LIBOR. The obligations under the swap agreements amortise in line with the underlying notes.
Certain foreign currency loans in Italy amounting to £0.8 million (1999: £1.0 million) are secured on the
land and buildings of subsidiary companies in Italy and are at fixed interest rates of 5.1-5.2%. These loans
are repayable in instalments until 2003.
The Group had the following undrawn borrowing facilities at the end of the period
Expiring in one year or less
- committed facilities
- uncommitted facilities
More than one year but not more than two years
- committed facilities
Total
2000
£m
30.0
25.0
7.0
62.0
47
18 Financial instruments (continued)
iii) Interest rate profile
Currency
Sterling
US$
Euro
At 31 December 2000
Sterling
US$
Euro
At 31 December 1999
Floating
rate
borrowings
£m
Fixed rate
borrowings
£m
Weighted
average
interest
rate
%
Fixed rate
Weighted
average
period at
fixed rate
Years
42.3
–
–
42.3
50.8
–
–
50.8
–
7.1
0.8
7.9
–
8.7
1.1
9.8
6.7
5.1
6.7
5.1
3
3
4
4
Total
£m
42.3
7.1
0.8
50.2
50.8
8.7
1.1
60.6
The floating rate borrowings comprise bank loans and swaps bearing interest at rates based on LIBOR.
b) Financial assets
Interest rate profile
Currency
Sterling
US $
Euro
Other
Floating rate
2000
£m
5.0
3.7
8.9
1.6
19.2
1999
£m
9.1
13.7
8.7
1.3
32.8
The floating rate financial assets comprise bank deposits bearing interest at rates based on local money
market rates.
48
18 Financial instruments (continued)
c) Fair value of financial assets and liabilities
Cash at bank and in hand
Floating rate borrowings
Fixed rate borrowings
Swaps
At 31 December 2000
Cash at bank and in hand
Floating rate borrowings
Fixed rate borrowings
Swaps
At 31 December 1999
Book value
£m
Fair value
£m
19.2
(42.3 )
(7.9 )
0.0
(31.0 )
32.8
(50.4 )
(9.8 )
(0.4 )
(27.8 )
19.2
(42.3 )
(7.9 )
0.0
(31.0 )
32.8
(50.4 )
(9.8 )
(0.8 )
(28.2 )
Market rates have been used to determine fair values.
d) Foreign exchange hedging
Cost of sales includes net losses of £4.5 million (1999: £1.5 million included in operating expenses)
arising from the difference between the exchange rates at which foreign currency transactions are
converted and the contracted rates on the forward exchange rate contracts set up as hedges against such
transactions. When compared with their values at the exchange rates in effect on 31 December 2000, the
cumulative, unrecognised aggregate gain on forward exchange rate contracts as of 31 December 2000 is
£0.5 million (1999: £2.3 million loss). All of these unrecognised gains relate to the year 2001. Because
these contracts are put in place to hedge a portion of the underlying transactions, any net gain or loss that
may arise on these contracts over the forthcoming year will be more than compensated by the
corresponding transactional gains or losses.
e) Currency profile
The main functional (or “operating”) currencies of the Group are Sterling, US$ and Euro. The following
analysis of net monetary assets and liabilities, excluding cash and borrowings, shows the Group's
currency exposures after applying the effects of forward contracts used to manage currency exposure.
Such net positions comprise the monetary assets and liabilities of the Group that are not denominated in
the functional currency of the operating units involved.
Net foreign currency monetary assets/(liabilities)
Functional currency of
group operation
Sterling
£m
Sterling
Euro
At 31 December 2000
Sterling
Euro
At 31 December 1999
–
(0.1 )
(0.1 )
–
(0.1 )
(0.1 )
19 Provisions for liabilities and charges
US$
£m
0.6
0.9
1.5
0.2
0.6
0.8
Euro
£m
0.9
–
0.9
0.5
–
0.5
Other
£m
(0.2 )
–
(0.2 )
–
0.2
0.2
Total
£m
1.3
0.8
2.1
0.7
0.7
1.4
49
Deferred
tax
£m
Exceptional
restructuring
£m
Total
£m
Group
Other
provisions
£m
Company
Deferred
tax
£m
Total
£m
At 1 January 2000
Currency translation adjustments
Profit and loss account
Utilised in year
5.9
2.3
0.1
2.0
(0.5 )
–
(0.6 )
–
At 31 December 2000
7.5
1.7
–
–
1.9
–
1.9
3.6
0.1
0.1
0.1
0.7
(0.5 )
–
–
–
–
–
–
3.9
0.1
0.1
Other provisions include £2.6 million (1999: £2.3 million) to cover accrued statutory entitlements that
will be paid to employees in Italy and Germany when they leave employment of the Group. The
remaining provisions include warranty provisions of £0.8 million (1999: £0.6million) and property
provisions of £0.2 million (1999: £0.4 million).
It is anticipated that the majority of the exceptional restructuring provision will be utilised during 2001.
Composition of deferred tax provision
Accelerated tax depreciation allowances
Other timing differences
Group
2000
£m
1999
£m
Company
2000
£m
1999
£m
0.7
1.0
1.7
0.7
1.6
2.3
0.1
–
0.1
0.1
–
0.1
There are no other material timing differences on which deferred tax has not been provided. Provision for
tax on capital gains payable on the disposal of revalued properties is made only when it is decided in
principle to dispose of the asset.
50
20 Acquisitions of businesses
On 21 January 2000 the Group acquired the trade and certain fixed assets of Duke City Video for a
consideration of US$11.8 million (£7.3 million). The acquisition was funded from existing cash resources
and has been accounted for using the acquisition method of accounting.
Net assets acquired
Tangible fixed assets
Purchased goodwill
Total cost of acquisition including expenses
The net book value of assets acquired was increased by £0.4 million to reflect their fair value at the
acquisition date.
Net outflow of cash in respect of the acquisition
Total cost of acquisition including expenses
Consideration due at 31 December 2000
Net outflow of cash from the Group
£m
6.3
1.0
7.3
7.3
(0.9 )
6.4
During the course of the year, the activities of Duke City Video have become fully integrated in the
Broadcast services division. It is therefore not possible to produce accurately results and cash flows which
are separately identifiable for the results for the full year.
On 1 January 2000, the Group acquired the remaining 50% minority interest in Sachtler Japan
Corporation for a cash consideration of £0.7 million.
51
21 Share capital
The authorised share capital at 31 December 2000 consisted of 65,000,000 (1999: 65,000,000) shares of
20p each, of which 40,959,492 were allotted and fully paid. The movement during the year was
At 1 January 2000
Exercise of share options
At 31 December 2000
Shares
40,937,301
22,191
40,959,492
Issued
share
capital
£m
8.2
–
8.2
At 31 December 2000 the following options had been granted and remained outstanding under the
Company's share option schemes
United Kingdom SAYE schemes
International SAYE schemes
Executive schemes
Premium option plan
Exercise
prices
296p - 595 p
400p - 633 p
268p - 750 p
661p - 819 p
Dates
normally
exercisable
2001 - 2008
2001 - 2006
2001 - 2010
2003 - 2010
Number of shares
189,600
376,764
1,011,618
890,105
2,468,087
On 3 April 2000, an award over 22,321 shares in the Company was made to a senior Group executive
under the Company's long term incentive plan. On 12 October 2000, awards over an aggregate of 51,015
shares in the Company were made to 7 senior Group executives under the Company's long term incentive
plan. The total number of shares outstanding at 31 December 2000 under the Company's long term
incentive plan was 199,910 (1999: 126,574).
The terms of the awards and the related performance conditions are described in the Directors' report.
52
22 Share premium account and reserves
Share
premium
account
£m
Capital
redemption
reserve
£m
Revaluation
reserve
£m
Merger
reserve
£m
Other
reserves
£m
Profit
and loss
account
£m
Group
At 1 January 2000
Retained profit for the year
Premium on new shares issued
Tax on exchange differences
Exchange rate movement on
foreign net investments
At 31 December 2000
2.3
–
0.1
–
–
2.4
1.6
–
–
–
–
1.6
1.5
–
–
–
–
1.5
–
–
–
–
–
–
–
–
–
–
–
–
30.6
14.5
–
0.6
4.3
50.0
At 31 December 2000 the cumulative goodwill written off on acquisitions prior to 1 January 2000
amounted to £128.3 million (1999: £128.3 million)
Share
premium
account
£m
Capital
redemption
reserve
£m
Revaluation
reserve
£m
Merger
reserve
£m
Other
reserves
£m
Profit
and loss
account
£m
Company
At 1 January 2000
Retained loss for the year
Premium on new shares issued
At 31 December 2000
2.3
–
0.1
2.4
1.6
–
–
1.6
0.9
–
–
0.9
9.7
–
–
9.7
44.0
–
–
44.0
17.2
(11.0 )
–
6.2
As permitted by Section 230 (4) of the Companies Act 1985 the Company has not presented its own
profit and loss account. The amount of the Group result for the financial year dealt with in the accounts of
the Company was a loss of £2.3 million (1999: £29.5 million profit).
There is no material difference between the Group's profit and loss account and the historical cost profit
and loss account. Accordingly, no note of the historical cost profit and loss for the period has been
presented.
53
23 Cash and financing
Reconciliation of net cash flow to movement in net debt
(Decrease)/increase in cash in the year
Net repayment/(receipt) of loans
Increase in net debt resulting from cash flows
Exchange rate movements
Movement in net debt in the period
Net (debt)/cash at 1 January
Net debt at 31 December
2000
£m
1999
£m
(13.8 )
11.0
(2.8 )
(0.4 )
(3.2 )
(27.8 )
7.6
(41.1 )
(33.5 )
(1.6 )
(35.1 )
7.3
(31.0 )
(27.8 )
Analysis of net debt
Cash
Debt due after one year
Debt due within one year
Total
1 January
2000
£m
Cash flow
£m
Other
non-cash
£m
Exchange
movements
£m
31 December
2000
£m
32.8
(56.8 )
(3.8 )
(60.6 )
(27.8 )
(13.8 )
7.1
3.9
11.0
(2.8 )
–
4.0
(4.0 )
–
–
0.2
(0.5 )
(0.1 )
(0.6 )
(0.4 )
19.2
(46.2 )
(4.0 )
(50.2 )
(31.0 )
Exchange rate movements result from the adjustment of opening balances and cash flows in the year to
closing exchange rates.
54
23 Cash and financing (continued)
Interest
Bank loans and overdrafts
Other loans - repayable within five years
Total payable
Interest receivable
Net interest payable
24 Leasing commitments
2000
£m
2.6
1.1
3.7
(0.8 )
2.9
At 31 December 2000 the Group had the following annual commitments under operating leases
Expiring within one year
Expiring two to five years
Expiring after five years
Land and
buildings
£m
0.8
2.3
0.8
3.9
Other
£m
Total
£m
0.1
0.1
–
0.2
0.9
2.4
0.8
4.1
1999
£m
0.6
1.2
1.8
(0.7 )
1.1
1999
£m
0.6
2.3
0.7
3.6
25 Contingent liabilities
The Company has guaranteed the Senior Notes described in note 18.
26 Pension commitments
The Group operates funded defined benefit pension schemes in the UK which are set up under separate
trusts. The adequacy of the schemes to meet the projected benefits is assessed by independent qualified
actuaries at regular intervals. The most recent actuarial valuations of the schemes based on the projected
unit method were as at 5 April 1998. The schemes had assets with a combined market value of £25.7
million at that date. On the basis of the assumptions adopted, the value of the schemes' assets was equal to
some 111 per cent of the value placed on the benefits that had accrued to members, allowing for expected
future increases in salaries. The surpluses arising are being spread over approximately 13 years by way of
variation from regular cost using the straight-line method. The most significant actuarial assumptions
were: investment return 8% per annum; price inflation 4% per annum; salary inflation 6% per annum;
dividend growth 4.25% per annum and pension increases 4% per annum.
On this basis, the pension charge for 2000 has been calculated as £0.8 million (1999: £0.4 million),
including a charge for benefit augmentations of £0.3 million (see Directors' report). There is a
prepayment of £1.0 million (1999: £0.9 million) included in the balance sheet for the excess of the
accumulated Company pension contributions paid to the schemes over the amount charged to the profit
and loss account.
55
27 Related party transactions
During the year the following related party transactions took place:
L Manfrotto, a director of the Company, is president and shareholder of Mancor Spa, a company from
which Gruppo Manfrotto rents properties used in its business under operating leases, which expire
between 2001 and 2003. A Manfrotto, Chief Executive, Photographic and retail display division of the
Vitec Group, is a non-executive director of Mancor Spa. Rents paid to Mancor in 2000 totalled Lit 455
million, £142,835 (1999: Lit 403 million, £136,703). At 31 December 2000, the outstanding amount
payable to Mancor was Lit 135,000, £44 (1999: Lit 405,000, £130). L Manfrotto also owns a factory
leased by Gruppo Manfrotto until 2003. Rents paid to L Manfrotto during the year totalled Lit 125
million, £39,240 (1999: Lit 124 million, £42,062).
A Manfrotto has a controlling interest in Antide Srl, a company specialising in worldwide web sites and
e-mail services. Group companies paid Antide a total of Lit 143 million, £44,891 during the year (1999:
Lit 105 million, £35,617) for products and services.
At 31 December 2000 Gruppo Manfrotto owed Antide Lit 76 million, £24,669 (1999: Lit 27 million,
£8,672).
R Casami, formerly managing director of Amic Sachtler until 2 February 2000, owned 40 shares in Amic
Sachtler and was a director of Amic KK that owned 120 shares in Amic Sachtler. Their combined holding
represented 50% of the issued capital of Amic Sachtler, the other 50% being held by a company within
the Group. In January 2000 the Group acquired the shares held by Mr Casami and Amic KK for the
consideration of Yen 116,242,000 (£0.7 million).
56
Five-year financial summary
Year ended 31 December
1997
1998
£m
£m
1999
£m
2000
£m
1996
£m
Turnover
200.0 171.4 162.3 144.6 148.6
Operating profit before exceptional items and goodwill amortisation
Interest
40.1
(2.9 )
38.2
(1.1 )
40.0
(0.7 )
38.4
(0.6 )
37.4
(0.8 )
Profit before tax, exceptional items and goodwill amortisation
37.2
37.1
39.3
37.8
36.6
Operating cash flow
Free cash flow
Capital employed
Intangible fixed assets
Tangible fixed assets
Other net assets
Net cash
Financed by
Shareholders' funds – equity
Minority interest
Net debt
Deferred tax
45.8
7.7
51.1
21.4
43.3
11.0
45.0
17.2
42.3
19.0
10.9
47.0
38.5
–
10.0
37.5
27.7
–
6.9
37.0
33.2
7.3
–
33.3
23.4
3.5
–
29.3
21.9
14.6
96.4
75.2
84.4
60.2
65.8
63.7
–
31.0
1.7
44.2
0.9
27.8
2.3
81.3
0.8
–
2.3
57.3
0.6
–
2.3
62.6
0.6
–
2.6
96.4
75.2
84.4
60.2
65.8
Statistics
Operating profit (%) before exceptional items and goodwill amortisation
Effective tax rate (%)
Headline earnings per share (p)*
Basic earnings per share (p)
Dividends per share (p)
Year-end ex-dividend mid-market share price (p)
20.1
30.9
62.8
56.7
21.2
498
22.3
30.7
54.3
53.3
18.5
527
24.6
27.6
58.2
56.6
16.1
587
26.5
31.0
53.4
53.4
14.0
636
25.1
26.8
55.0
88.0
12.1
712
* differences between Headline and Basic earnings per share arise from exceptional items in the years in
question and, from 1998, the amortisation of goodwill. Free cash flow is the cash inflow from operating
activities less interest, tax, capital expenditure on tangible fixed assets and dividend payments.
57
Group directory (Main office in each country )
Broadcast camera systems
Anton/Bauer
14 Progress Drive
Shelton
CT06484
USA
Tel: +1 (203) 929 1100
Fax: +1 (203) 925 4988
www.antonbauer.com
Sachtler Germany
Gutenbergstrasse 5
85716
Unterschleissheim
bei München
Germany
Tel: +49 (89) 3215 8200
Fax: +49 (89) 3215
8227
www.sachtler.com
(also Japan and USA)
Vinten Broadcast
Western Way
Bury St Edmunds
Suffolk IP33 3TB
UK
Tel: +44 (01284) 752121
Fax: +44 (01284) 750560
www.vinten.com
(also Asia Pacific, France,
Germany, Japan and USA)
Photographic and retail display
Alu Italy
Via Dei Commercio 22
36060 Romano d'Ezzelino
V1 Italy
Tel: +39 (0424) 516 816
Fax: +39 (0424) 36550
(also UK)
Gruppo Manfrotto
Via Sasso Rosso n.19
PO Box 216
I-36061 Bassano del
Grappa
Italy
Tel: +39 (0424) 555855
Fax: +39 (0424) 808999
www.manfrotto.com
(also France)
Alu USA
138 West 25th Street
New York
NY 10001
USA
Tel+ +1 (212) 924 8713
Fax: +1 (212) 924 8674
www.alu.com
IFF
Via Vittorio Emanuele
32
I-50041 Calenzano
Firenze
Italy
Tel: +39 (055) 882 6351
Fax: +39 (055) 882 6355
www.iff.it
Bogen Photo
565 East Crescent
Avenue
PO Box 506
Ramsey
NJ 07446-0506
USA
Tel: +1 (201) 818 9500
Fax: +1 (201) 818 9177
www.bogenphoto.com
Litec
Via Venier 52
30020 Marcon (Ve)
Italy
Tel: +39 (041) 596 0000
Fax: +39 (041) 595 1082
www.litectruss.com
Gitzo
Créteil Parc
8-10 rue Séjourné
94044 Créteil
France
Tel: +33 (1) 45 13 18 60
Fax: +33 (1) 43 77 15 05
www.gitzo.com
Communications and audio
Clear-Com
4065 Hollis Street
Emeryville
CA 94608
USA
Tel: +1 (510) 496 6666
Fax: +1 (510) 496 6601
www.clearcom.com
Broadcast services
Drake Electronics
26-28 The Hydeway
Welwyn Garden City
Hertfordshire AL7 3UQ
UK
Tel: +44 (01727) 871200
Fax: +44 (01707) 371266
www.drake-uk.com
Audio Specialties Group
465 Herndon Parkway
Herndon
VA 20170-5202
USA
Tel: +1 (703) 471 7887
Fax: +1 (703) 437 1107
www.a-s-group.com
Bexel
801 South Main Street
Burbank
CA 91506
USA
Tel: +1 (818) 841 5051
Fax: +1 (818) 841 5729
www.bexel.com
58
Shareholder information and financial calendar
Shareholder enquiries
For enquiries about your shareholding, such as dividends or loss of share certificate, please
contact the Company's registrars, Capita IRG plc, Bourne House, 34 Beckenham Road,
Beckenham, Kent BR3 4TU, telephone +44 (0)20 8650 4866.
Share price information
The middle market price of a Vitec Group plc share on 29 December 2000, the last dealing day
of 2000, was 497.5p. During the year the share price fluctuated between 454p and 586.5p. The
Company's share price is available from the Group's website www.vitecgroup.com, with a 15
minute delay, and from the Financial Times web site www.ft.com with a similar delay. Up-to-
date market information and the Company's share price are available from the Cityline service
operated by the Financial Times by telephoning 0906 8434404.
Financial calendar
Annual general meeting
Ex-dividend date for 2000 final dividend
Record date for 2000 final dividend
Proposed 2000 final dividend payment date
Announcement of 2001 interim results
Proposed 2001 interim dividend payment date
Analysis of shareholdings as at 31 December 2000
11 April 2001
25 April 2001
27 April 2001
23 May 2001
September 2001
November 2001
Shares held
Up to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 50,000
50,001 to 100,000
100,001 and over
Number of
holders
857
394
64
69
31
55
% of
holders
58.30
26.80
4.36
4.69
2.11
3.74
Number of
shares
360,386
913,810
438,672
1,533,020
2,321,827
35,391,777
% of
shares
0.88
2.23
1.07
3.74
5.67
86.41
1,470
100.00
40,959,492
100.00
Institutions and companies
Individuals including directors and their families
489
981
33.26
66.74
35,018,109
5,941,383
85.49
14.51
1,470
100.00
40,959,492
100.00
Designed & produced by Dialog abc limited. Printed by Hyway Financial London & Edinburgh 63627
59