Annual Report 2015 and Associated Documents

RNS Number : 0307T

Spirent Communications PLC

23 March 2016

 

SPIRENT COMMUNICATIONS PLC

ANNUAL REPORT 2015 AND ASSOCIATED DOCUMENTS

London, UK - 23 March 2016 - Spirent Communications plc (the "Company") (LSE: SPT), a leading communications technology company, announces that its Annual General Meeting will be held on Wednesday 4 May 2016 at 1.00pm at the offices of UBS, 1 Finsbury Avenue, London EC2M 2PP.

In compliance with Listing Rule 9.6.1R, the following documents have today been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM 

·     Annual Report 2015

·     Notice of 2016 Annual General Meeting

·     Form of Proxy for 2016 Annual General Meeting

The Annual Report 2015 and Notice of 2016 Annual General Meeting are also available in the Investors section of the Spirent Communications plc website at http://corporate.spirent.com/ .

A condensed set of the financial statements for the year ended 31 December 2015 together with information on important events that occurred during that financial year and their impact on the financial statements were contained in the Preliminary Results announcement made on 25 February 2016.  That information, together with the information set out in the appendices to this announcement, which is extracted from the Annual Report, constitute the material required by Disclosure & Transparency Rule 6.3.5R which is required to be communicated to the media in full unedited text through a Regulatory Information Service.  This announcement is not a substitute for reading the Annual Report.

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Enquiries

Michelle Balch Deputy Company Secretary

Spirent Communications plc

[phone]

About Spirent Communications plc

Spirent Communications plc is a global leader in test and measurement inspiring innovation within development labs, communication networks and IT organisations.  We enable today's communication ecosystem as well as tomorrow's emerging enterprises to deploy life enriching communications networks, devices, services and applications.  Further information about Spirent Communications plc can be found at http://corporate.spirent.com/.

Spirent Communications plc Ordinary Shares are traded on the London Stock Exchange (ticker: SPT).  The Company operates a Level 1 American Depositary Receipt ("ADR") programme with each ADR representing four Spirent Communications plc Ordinary Shares.  The ADRs trade in the US over-the-counter ("OTC") market under the symbol SPMYY and the CUSIP number is 84856M209.  Spirent ADRs are quoted on the Pink OTC Markets electronic quotation service which can be found at http://www.otcmarkets.com/otc-pink/home.

Spirent and the Spirent logo are trademarks or registered trademarks of Spirent Communications plc.  All other trademarks or registered trademarks mentioned herein are held by their respective companies.  All rights reserved.

Cautionary statement regarding forward-looking statements

This document may contain forward-looking statements which are made in good faith and are based on current expectations or beliefs, as well as assumptions about future events.  You can sometimes, but not always, identify these statements by the use of a date in the future or such words as "will", "anticipate", "estimate", "expect", "project", "intend", "plan", "should", "may", "assume" and other similar words.  By their nature, forward-looking statements are inherently predictive and speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.  You should not place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to factors that could cause our actual results to differ materially from those expressed or implied by these statements.  The Company undertakes no obligation to update any forward-looking statements contained in this document, whether as a result of new information, future events or otherwise.

Appendices

Appendix A: Responsibility statement

The Annual Report and consolidated financial statements are the responsibility of, and have been approved by, the directors.

Each of the directors confirms that, to the best of their knowledge:

·              the consolidated financial statements of the Group and parent Company financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and the profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and

·              the Annual Report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

By Order of the Board

Rachel Whiting

Chief Financial Officer

25 February 2016

Appendix B: Related party transactions

Remuneration of key management personnel

The remuneration of the directors, who are the key management personnel of the Group, is disclosed in the Report on directors' remuneration.

There were no other material related party transactions during the year ended 31 December 2015.

Appendix C: Our principal risks and uncertainties

RISK	POTENTIAL IMPACT	MITIGATION ACTIONS
MACRO-ECONOMIC
Spirent is a global business exposed to current world economic conditions over which it has no control. The business is also exposed to government spending priorities, principally in the United States.	Deterioration in economic conditions may lead to a reduction in the level of demand for Spirent's products and services and cause customers to delay their purchasing decisions.	The Group closely monitors both market and geographic trends in order to respond to changes in demand and be in a position to take timely actions to protect profitability where possible. In addition, Spirent has a large number of geographically diverse customers, which may mitigate the impact.
TECHNOLOGY CHANGE
Spirent sells complex solutions in industries that can be subject to rapid technological changes. Testing new technologies drives our business, but the opportunity also brings high risk since keeping at the forefront of these key future technologies is critical to our success and to ensuring that we remain competitive in our markets. It is critical that our product development investment is directed at the right areas in order to deliver the solutions that our customers need, when they need them. Spirent's success is dependent in part on proprietary technology which may be infringed by others. Protecting the Group's proprietary technology is important to enabling Spirent to compete successfully.	If product development investment does not keep pace with the speed of change in technologies, or if it is not directed at the right key areas, our competitive position and financial performance will suffer. If Spirent's solutions take longer to develop than anticipated or longer to develop than our competitors then our competitive position and financial performance will also suffer. Changes in technologies may lead to a short term pause by our customers investing in our solutions. Intellectual property claims can result in significant defence costs, and may affect Spirent's ability to market its products.	All Spirent's businesses work very closely with customers and remain focused on their requirements. Each business makes investment decisions specifically related to their solutions portfolio based on market needs. This happens through our formalised Gate Process. Spirent continues to make a significant investment in product development. In 2015 the investment was $118.3 million (2014 $115.4 million). Spirent has active intellectual property protection programmes in place to obtain appropriate protection in a cost-effective manner
CUSTOMER DEPENDENCE / CUSTOMER INVESTMENT PLANS
The Group sells its products and services to a wide range of companies and continually seeks to expand its customer base. In 2015, no one customer accounted for more than 10 per cent of Group revenue, although the top 10 customers represented 39 per cent of Group revenue (2014 35 per cent). In some of our markets certain customers have a dominant market share, which makes doing business with these customers and their suppliers critical to the success of our business. In addition, many of the companies with which we do business are some of the largest global telecommunications corporations. Therefore meeting our development obligations, producing high quality products, and being on time are vital to Spirent's reputation and success. Changes in our major customers' priorities in technology investments can also have a significant impact on their spending on Spirent products and by those in the customers' supply chain. The industry continues to experience consolidation which can disrupt the spending patterns of affected customers.	Loss of one or more of Spirent's major customers could have a significant impact on Spirent's financial results. Spend on Spirent's products is often capital in nature and so customer spend can fluctuate significantly from year-to-year. Significant failings in either quality or being able to deliver in the appropriate timescale could cause long lasting damage to Spirent's reputation and relationships. Customer consolidation could result in delays in spending thereby reducing demand for Spirent's solutions and services and also reduce the potential number of customers to whom those solutions and services could be sold. Changes in our customers' technology investments can result in reduced spending on our existing solutions before customers and those in the customer's supply chain ramp up spending on new technologies.	Strong customer relationships are critical to Spirent. We aim to provide innovative solutions which meet customers' needs and we place great emphasis on providing professional service and support. One of the Group's strategic objectives is to invest in deepening our customer relationships. We place engineers on-site with our customers, undertake site surveys of the use and intended plans for the use of test solutions in their business. We seek to establish thought leadership in our industry through participation in standards bodies and industry forums, which in turn creates additional links with customers. Our approach is to play a key part in the wider supply chain to our key service provider customers by aligning with early adopters of technology.
COMPETITION
Spirent operates in a range of highly competitive niche markets which experience rapid technological change. In order to compete effectively it is necessary to establish and maintain technological differentiation in our solutions. The Group faces competition from new market start-ups as well as more established and well-resourced companies. Industry consolidation amongst our direct competitors may bring about a shift in competitive advantage	Actions by competitors and increased competition can bring about pressure on Spirent's gross margin. These factors could also affect Spirent's competitive position, thereby reducing revenue and consequently affecting financial results.	The Group's broad solution portfolio, market-leading capabilities and customer focus continue to address this risk. Spirent aims to maintain market-leading positions through significant investment in the development of differentiated products. Competitor activity is closely monitored with a view to maintaining clear differentiation based on Spirent's products, services and global reach.
ACQUISITIONS
A key element of Spirent's strategy is to develop new capabilities and technologies, sometimes through acquisition. Integration of acquisitions can be a complex process and the results expected from acquisitions may not be achieved due to problems encountered in integration, changes in market conditions or sometimes deficiencies arising in the due diligence processes.	Underperformance by acquisitions will impact the Group's results and may lead to impairment of goodwill and/or intangible assets.	Rigorous strategic and financial evaluations of all acquisition opportunities are carried out. Detailed financial and commercial due diligence is performed. The Board will only authorise transactions after all due diligence has been successfully completed and where the financial hurdles are within the agreed guidelines. Integration plans and processes are carefully considered prior to acquisition. The Board reviews post-acquisition performance.
BUSINESS CONTINUITY
Operational risks are present in the Group's businesses, including the risk of failed internal and external processes and systems, human error and external events, such as a natural disaster. For example, a significant portion of our communications operations are located in California which has in the past experienced natural disasters, including earthquakes and wildfires. Contract manufacturers are used for the manufacture of a substantial amount of Spirent's products. Spirent's major contract manufacturer is located in Thailand. The incidence of cyber crime is on the rise. Spirent is dependent on its information technology systems for both internal and external communications as well as for its day-to-day operations.	A significant natural disaster could disrupt the Group's ability to conduct business and adversely impact revenue and operating results. Disruption, financial problems of contract manufacturers or limitations in their manufacturing capacity could limit supply and/or increase cost. If a cyber attack were to be successful it could result in loss of data, confidential information and damage to Spirent's intellectual property, causing major disruption to the business. There would also be a potential impact to Spirent's image, especially as we raise our profile in the security market.	An important component of Spirent's corporate governance is its risk management strategy. IT disaster recovery plans are in place for all core business systems and ensure that the wider operations are all fully covered. Regular meetings are held with contract manufacturers and a regular on-site presence is maintained. In addition, the Group's largest manufacturing subcontractor has multiple worldwide sites and comprehensive business continuity plans. During 2015 we improved our processes and procedures encompassing cyber security diagnostics and we implemented training and awareness campaigns.
EMPLOYEE SKILLBASE
Spirent is its employees. Attracting and retaining highly qualified and skilled employees is essential in enabling the Group to deliver on its strategy and to the success of the business.	Intense competition is faced for personnel from other companies and organisations and the loss of key employees, the failure to attract and retain other highly skilled employees, or the failure to adequately plan for succession may impair Spirent's ability to run and expand the business effectively.	Investing in people is at the core of the Group's strategy. The aim is to find, keep and engage the highest caliber of employees and encourage their contribution and development. An environment that fosters innovation and collaboration is critical to Spirent's success, as is ensuring incentive plans are competitive. Succession planning for senior posts in the Company is regularly reviewed by the Board. Appropriate career paths and internal recognition programmes are developed for both technical and non-technical staff. Regular reviews are performed to ensure that all elements of compensation across the Group are competitive with the market.

 

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