DIPLOMA Annual Report & Accounts 2016 & Accounts Report Annual PLC
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DIPLOMA PLC Annual Report & Accounts 2016 DIPLOMA PLC Annual Report & Accounts 2016 Diploma PLC is an international group of businesses supplying specialised technical products and services. We operate globally in three distinct Sectors: Life Sciences Seals Controls Suppliers of Suppliers of Suppliers of consumables, seals, gaskets, specialised wiring, instrumentation filters, cylinders, connectors, and related components and fasteners and services to the kits for heavy control devices healthcare and mobile machinery for technically environmental and industrial demanding industries. equipment. applications. Contents Strategic Report Governance 66 Consolidated Statement 01 Financial Highlights 36 Board of Directors of Financial Position 02 Chairman’s Statement 38 Corporate Governance 67 Consolidated Cash Flow Statement 04 Group at a Glance 43 Audit Committee Report 68 Notes to the Consolidated Financial 06 Chief Executive’s Review 47 Nomination Committee Report Statements 08 Our Business Model 48 Remuneration Committee Report 87 Group Accounting Policies 10 Growth Strategy 92 Parent Company Statement of 12 Our Year in Review Financial Statements Financial Position 13 Sector Review 62 Directors’ Report 92 Parent Company Statement of 26 Finance Review 64 Consolidated Income Statement Changes in Equity 30 Internal Control and Risk 65 Consolidated Statement of Income 93 Notes to the Parent Company Management and Other Comprehensive Income Financial Statements 34 Corporate Responsibility 65 Consolidated Statement of Changes 94 Independent Auditor’s Report in Equity 98 Subsidiaries of Diploma PLC 99 Financial Calendar, Shareholder Information and Advisors 100 Five Year Record 01 Diploma PLC Annual Report & Accounts 2016 Financial Highlights Strong results and Report Strategic excellent free cash flow 2016 2015 Revenue Governance £382.6m +15 % £333.8m Adjusted operating profit1 £65.7m +9% £60.3m Financial Statements Adjusted operating margin1 17.2 % 18.1% Adjusted profit before tax1,2 £64.9 m +9% £59.6 m Profit before tax £54.0m +4% £51.8m Free cash flow3 £59.0 m +46% £40.3m 2016 2015 Diploma PLC uses alternative performance pence pence measures as key financial indicators to assess the underlying performance of the Group. These Adjusted earnings per share1,2 41.9 +10% 38.2 include adjusted operating profit, adjusted profit before tax, adjusted earnings per share, free cash Basic earnings per share 33.9 +4% 32.5 flow, trading capital employed and return on Total dividend per share 20.0 +10% 18.2 adjusted trading capital employed (“ROATCE”). The narrative in the Annual Report & Accounts Free cash flow per share3 52.2 +46% 35.6 is based on these alternative measures and an explanation is set out in note 2 to the consolidated financial statements included 1 Before acquisition related charges. in the Annual Report & Accounts on page 68. 2 Before fair value remeasurements and gain on disposal of assets. 3 Before cash payments on acquisitions and dividends. For more information, please visit: www.diplomaplc.com/investor-relations.aspx 02 Diploma PLC Annual Report & Accounts 2016 Chairman’s Statement Strong growth in shareholder value benefited from a contribution of £2.4m from acquisitions completed in the year and £2.7m from currency effects on “I am pleased with the translation. Adjusted operating margins reduced to 17.2% (2015: 18.1%) reflecting good progress achieved a further impact on gross margins in this year against a the Canadian and Australian Healthcare businesses from transactional currency background of effects because of the weaker Canadian and Australian dollars. Adjusted profit challenging economic before tax increased by 9% to £64.9m conditions.” (2015: £59.6m) and adjusted earnings per share (“EPS”) increased by 10% to 41.9p (2015: 38.2p), reflecting a slight decrease in the effective tax rate. The Group again generated very strong Governance free cash flow of £59.0m (2015: £40.3m) Early in the year, we saw the retirement The Group achieved a strong performance which included a cash inflow of £6.3m of Iain Henderson and Marie-Louise this year against a background of political from reduced working capital and Clayton and the introduction of the volatility and challenging economic £4.6m of cash realised on the sale of Executive Management Group, which conditions in a number of our markets. assets. Capital expenditure reduced this completed the process of developing Diploma has a long track record of year to £3.7m (2015: £4.3m) reflecting and refreshing the Board. The Group is consistent delivery and against this lower investment in Healthcare field benefitting from the guidance and support difficult market backdrop our aims and equipment as Canadian hospitals sought of this strong and experienced team as it objectives remain unchanged. The to limit their expenditure this year. pursues the successful implementation Board remains focused on executing of the Group’s growth strategy. the Group’s established strategy which It was another good year for acquisition is designed to deliver strong, double- activity with investment of £32.7m Employees digit growth in earnings and shareholder (2015: £37.8m) in new businesses The energy and commitment of our value over the economic cycle. during the financial year, extending employees is a critical factor in the success the Group’s activities into new of our Group. On behalf of the Board Faced with a low growth economic products and geographies in line I wish to thank our employees for their environment, the achievement of the with our strategic objectives. commitment and hard work during this Group’s objectives this year has been year. I remain confident of their ability to driven by its success in executing its The Group’s balance sheet remains strong continue to respond to the new challenges acquisition strategy and bringing carefully and after investing £32.7m in acquisitions which we will face in the coming year. selected businesses into the Group, and making distributions to shareholders financed by strong cash generation and of £21.0m (2015: £19.7m), the Group’s net Outlook supported by a robust balance sheet. cash funds increased by £7.6m to £10.6m Diploma has a strong and resilient at 30 September 2016 (2015: £3.0m). business model with a broad geographic Results spread of businesses, supported by a Group revenues increased in 2016 by Dividends robust balance sheet and consistently 15% to £382.6m (2015: £333.8m), with The excellent free cash flow, helped high free cash flow. This model has acquisitions completed during the by the cash received from the sale delivered a strong result this year year contributing £16.3m and currency of assets this year, together with a benefitting from a good contribution movements boosting the revenues positive acquisition environment, from acquisitions and boosted by a of the overseas businesses when has led the Board to recommend an currency tailwind in the final quarter. translated into UK sterling by £13.8m, increase in the final dividend of 11% to when compared with last year. After 13.8p per share (2015: 12.4p). Subject Despite the current macroeconomic adjusting for the contribution from to shareholder approval at the Annual uncertainty in the global environment, acquisitions completed both this year General Meeting, this dividend will be the Board remains confident that the and last year and for currency effects on paid on 25 January 2017 to shareholders Group will continue to make further translation, Group revenues increased on the register at 2 December 2016. progress in the coming year from by 3% on an underlying basis. Steady a combination of steady GDP plus underlying revenue growth of 4% in The total dividend per share for the organic growth and a strong and both the Life Sciences and Controls year will be 20.0p (2015: 18.2p) which successful acquisition programme. Sectors more than offset a weaker represents a 10% increase on 2015. performance from the Seals Sector where The dividend is well covered by John Nicholas underlying revenues increased by 1%. adjusted EPS at 2.1 times, in line with Chairman the Board’s objective of targeting 21 November 2016 Adjusted operating profit increased towards a two times level of cover. by 9% to £65.7m (2015: £60.3m) and 03 Diploma PLC Annual Report & Accounts 2016 Strategic Report Strategic Adjusted EPS growth (pence) Principal corporate objectives 1 Governance +8% p.a. Achieve double-digit 16 41.9 15 38.2 14 36.1 growth in adjusted EPS 13 34.8 12 33.1 over the business cycle TSR growth (TSR index 2011 = 100) Generate TSR growth 1 26% p.a. in the upper quartile Financial Statements 16 316 of the FTSE 250 15 233 14 236 13 218 12 154 Deliver progressive Dividend growth (pence) dividend growth with two 1 times dividend cover +11% p.a. 16 20.0 15 18.2 14 17.0 13 15.7 12 14.4 1 Five-year compound. For more information, please visit: www.diplomaplc.com/investor-relations.aspx 04 Diploma PLC Annual Report & Accounts 2016 Group at a Glance A clearly defined strategy and consistent track record We focus on essential products and services, funded GDP plus by customers’ operating rather than capital budgets, organic giving resilience to revenues. revenue growth Our attractive operating margins are sustained Attractive through the quality of customer service, the depth margins of technical support and value adding activities. Carefully selected, value enhancing acquisitions Acquisitions accelerate the organic growth and take us into to accelerate related strategic markets. growth An ungeared balance