THE CONSTRUCTION & REGENERATION GROUP ANNUAL REPORT 2015 A LEADING UK CONSTRUCTION AND REGENERATION GROUP The Group’s strategy is focused on two distinct but complementary business activities: Construction and Regeneration. We differentiate ourselves by bringing together a diverse range of specialist skills from across our divisions to help clients solve their most challenging property and infrastructure needs. The Group consists of five divisions operating in the public, regulated and private sectors across a wide range of markets. Construction Regeneration The Group offers clients design, The Group’s regeneration construction and infrastructure activities focus on urban renewal, works, new build, refurbishment through multi-phased, mixed-use and maintenance services for developments (providing both property assets. Our construction commercial and residential facilities) teams work across the UK on and housing-led regeneration. projects, frameworks and strategic We work in long-term trusted alliances of all sizes and complexity. partnerships to deliver vibrant new spaces that promote sustained economic growth and lasting social value. REVENUE REVENUE £1.9bn £0.5bn 2014: £1.7bn 2014: £0.5bn HIGHLIGHTS Strategic Operational Strategic report > Order book increased with greater > Unfortunately the Group’s Accident At a glance 02 proportion of higher quality work. Incident Rate has increased by 27% Chairman’s statement 04 > Regeneration and development pipeline in 2015. Market context 05 stable, with schemes spanning the > Investment in developing talented people Business model 06 country and in the Group’s targeted is demonstrated by a signicant increase Strategic framework 08 markets such as commercial ofce in the average number of training days per Key performance indicators 10 and open market housing. employee, up 55%. Chief executive’s statement 16 – Strategic progress 18 > Signicant investment of capital into > Our focus on continuous improvement in Financial review and operational review 28 regeneration schemes to deliver prots operational delivery has resulted in Principal risks 40 in 2016 and beyond. increased margins across most areas of Responsible business review 50 the business, reductions in carbon ORDER BOOK emissions and a greater proportion of Governance waste diverted from landll. Board of directors 58 £2.8bn Group management team 60 Corporate governance report 62 REGENERATION AND DEVELOPMENT PIPELINE GROSS MARGIN – ADJUSTED* Directors’ remuneration report 74 Directors’ report 90 £3.2bn 8.9% Directors’ responsibilities statement 94 Financial statements Independent auditor’s report 96 Consolidated nancial statements 100 Company nancial statements 129 Financial Responsible business > Increased protability driven by strong > Supported our local communities by Shareholder information 135 results in Fit Out and Urban Regeneration. providing new communal facilities, > Improved operating cash ow (before apprenticeships, employment and training investment in regeneration) of £35.8m, programmes for local people and work Find out more about the Group with operating cash conversion of 92%. opportunities for local businesses. www.corporate.morgansindall.com > Average daily net debt increased to > 5% of the Group’s employees made up of £53m due to investment in regeneration apprentices, graduates and sponsored activities. students. > Total dividend increased by 7% to > Maintained strong position with 29.0p per share. CDP (formerly the ‘Carbon Disclosure Project’) score of 94B. PROFIT BEFORE TAX – ADJUSTED* See pages 50 to 56 for further information. £34.3m CONSIDERATE CONSTRUCTORS SCHEME AWARDS PROFIT BEFORE TAX – REPORTED (£14.8m) 49 * The term ‘adjusted’ excludes the impact of intangible amortisation of £2.2m and exceptional operating items of £46.9m. (2014: intangible amortisation of £2.4m). The following strategic report is given on an adjusted basis, unless otherwise stated. MORGAN SINDALL GROUP PLC 2015 ANNUAL REPORT 01 STRATEGIC REPORT AT A GLANCE The Group’s strategy focuses on two distinct but complementary business activities: OF GROUP 79% REVENUE OF GROUP 56% OPERATING PROFIT – CONSTRUCTION ADJUSTED* CONSTRUCTION FIT OUT AFFORDABLE HOUSING & INFRASTRUCTURE Offers design, construction and Overbury specialises in t out and Property Services includes the infrastructure services, working on refurbishment projects, operating division’s response maintenance projects, frameworks and strategic through multiple procurement activities offering facilities alliances of all sizes. The division’s routes. Morgan Lovell’s expertise management and responsive Professional Services business offers is in ofce design and build, providing repairs to social housing providers multidisciplinary engineering and an end-to-end service which and public buildings. design consultancy services. includes workplace consulting and furniture solutions. End Markets End Markets End Markets Include commercial, defence, Include commercial ofces, higher Include social housing, local education, energy, healthcare, education and retail banking. authorities and insurance companies. industrial, leisure, retail, transport and water. For Professional Services the end markets include defence, pharmachemicals, nuclear and rail. Operations Operations Operations REVENUE REVENUE REVENUE £1,232m £607m £60m 2014: £1,172M 2014: £507M 2014: £61m OPERATING PROFIT – ADJUSTED* OPERATING PROFIT – ADJUSTED* OPERATING LOSS – ADJUSTED* £3.8m £24.0m (£1.0m) 2014: £3.5m 2014: £15.0m 2014: (£3.5m) See pages 18-19 and 30-31 See pages 20-21 and 32-33 See pages 22-23 and 34-35 02 MORGAN SINDALL GROUP PLC 2015 ANNUAL REPORT STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OF GROUP 21% REVENUE OF GROUP 44% OPERATING PROFIT – REGENERATION ADJUSTED* URBAN REGENERATION INVESTMENTS The division’s Partnership Housing Works with landowners and public Creates long-term strategic business specialises in the delivery sector partners to unlock value from partnerships to realise the of mixed-tenure regeneration under-developed assets to bring potential of under-utilised assets, housing partnership schemes, about sustainable regeneration and promotes sustained economic design and build house contracting, urban renewal through the delivery growth through regeneration and and planned maintenance. of new mixed-use developments. drives cost efciencies through innovative and integrated estate management solutions. End Markets End Markets End Markets Include social housing, housing Include residential, commercial, Education, healthcare and social care, associations, local authorities and retail and leisure. residential, student accommodation, open market housing. leisure and infrastructure, including through asset-backed structures. Operations Operations Operations REVENUE REVENUE REVENUE £366m £110m £13m 2014: £362m 2014: £113m 2014: £25m OPERATING PROFIT – ADJUSTED* OPERATING PROFIT – ADJUSTED* OPERATING LOSS – ADJUSTED* £9.6m £12.9m (£1.5m) 2014: £9.5m 2014: £10.0m 2014: £0.9m See pages 24-25 and 36-37 See pages 26-27 and 38-39 MORGAN SINDALL GROUP PLC 2015 ANNUAL REPORT 03 STRATEGIC REPORT CHAIRMAN’S STATEMENT 2015 has been a year of real progress across the Group. Fit Out has outperformed our expectations, with signicant margin growth, and Urban Regeneration has again delivered a strong performance. This gives evidence of our long-term strategic commitment and the depth of expertise in both divisions. Although margins in Construction & Infrastructure have remained low as expected, it was encouraging to see the steady improvement in performance over the second half of the year having made progress in closing out its older lower margin construction contracts in London and the South. The division now stands on a much stronger footing going forward. Affordable Housing has made good progress focusing on its regeneration mixed-tenure housing portfolio which will support future sales in 2016. The division’s Property Services business was rebranded in early 2015 and we have since seen good progress in winning and delivering important work across the UK. Cash management and capital allocation remains a key priority for the Group and the underlying cash generation of the Group has supported the continued investment in our strategic growth regeneration activities. My thanks go to our people for their continuing hard work and commitment this year. After last year’s launch of the People Promise, each division has made progress in adopting its principles and introduced initiatives to ensure we attract the right people and develop and retain our existing employees. This will strengthen succession planning across the Group. Health, safety and the environment are always at the forefront of our minds and the Board established a health, safety and environment sub-committee in May 2015 to assist the Board in fullling its responsibilities in these areas. Further details can be found in the corporate governance report on page 69. During the year we welcomed Malcolm Cooper to the Board as a non-executive director. Malcolm is currently managing director of National Grid Property, having previously been National Grid plc’s global tax and treasury director, and his extensive nancial and commercial capability will complement the existing experience of the Board. Malcolm will take over as chair of the audit committee at the annual general meeting in May 2016. Encouraged by the year-end result and by these trends going forward, the Board is proposing a nal dividend of 17.0p per share (2014: 15.0p), an increase of 13.3%.