Annual Report & Accounts 2008 Connaught plc Annual Report & Accounts 2008 Connaught plc Connaught House Grenadier Road Exeter Business Park Exeter Devon EX1 3QF Tel 01392 444546 Fax 01392 444543 [email protected] www.connaught.plc.uk Registered Company No. 3184319 c99397_BOOK.indb 1 5/11/08 11:19:58 Introduction Connaught is a proven growth business. During 2008 we have strengthened our position as the leading integrated provider of essential services to the UK’s social housing and compliance markets. We continuously invest in our people, processes and technology to ensure we deliver greater efficiency and an outstanding experience to all our customers. Our future is built on solid foundations and a disciplined strategic approach which will continue to ensure we remain focused on the long-term visibility and sustainability of our earnings. 2 Introduction Connaught plc Annual Report 2008 c99397_BOOK.indb 2 5/11/08 11:20:17 Introduction Contents Financial Contents 4 Financial Highlights 33 Directors’ Report 6 Chairman’s Statement 36 Corporate Governance Report 14 Operations Review ­­­ 39 Remuneration Report 18 Financial Review 48 Statement of Directors’ Responsibilities ­­­ 22 Corporate Responsibility Report 49 Independent Auditors’ Report to the members of Connaught plc 30 Board of Directors 51 Consolidated Income Statement 52 Consolidated Statement of Changes in Equity 53 Consolidated Balance Sheet 54 Consolidated Cash Flow Statement 55 Statement of Consolidated Accounting Policies 62 Notes to the Consolidated Financial Statements 84 Five-year Summary (Unaudited) 85 Company Financial Statements Contents Connaught plc Annual Report 2008 Introduction 3 c99397_BOOK.indb 3 5/11/08 11:20:19 Financial Highlights 4 Financial Highlights Connaught plc Annual Report 2008 c99397_BOOK.indb 4 5/11/08 11:20:42 Financial Highlights Confident future “I am delighted to announce another set of very positive results. Over the years, we have built a strong and balanced business based on our leadership position in two growth markets with highly defensive characteristics and robust cash- generative qualities. I am confident about Connaught’s future. We have a solid, experienced management team and are well placed to continue to deliver high quality earnings growth for many years to come.” Mark Tincknell Chairman Revenue* (£m) EBITA** (£m) EPS*** (pence) 553 35.9 17.5 396 300 11.7 240 19.2 8.8 200 14.2 6.2 10.1 5.2 7.8 # # # # # # # # 2004 2005 2006 2007 2008 2004 2005 2006 2007 2008 2004 2005 2006 2007 2008 * Continuing operations ** Continuing operations *** Diluted EPS (adjusted) before exceptional items # IFRS # IFRS Connaught plc Annual Report 2008 Financial Highlights 5 c99397_BOOK.indb 5 5/11/08 11:20:43 Chairman’s Statement Record results, excellent prospects Connaught has continued to make significant progress. The Group has further underpinned its market positions and enhanced its future prospects. Our disciplined strategic approach has steadfastly ensured that we remain focused on the visibility, cash generative and defensive nature of our earnings. Our Social Housing division is the leading provider of housing maintenance, compliance and estate services. Our Compliance division works with organisations to manage their health, safety and environmental risks. The Group is very well placed to continue to deliver • Group operating margins increased from 4.9% to 6.5%* consistent growth despite uncertain economic conditions. • Total order intake for the period was £855m. The Group’s order book now stands at a record As a result the Board proposes a final dividend of 1.755 £2.6bn (2007: £2.1bn); 95% of 2009 and 84% of 2010 pence per share, resulting in a total dividend for the consensus social housing revenues already in the year of 2.68p (2007: 2.23p), an increase of 20%. The final secured order book dividend will be paid on 6 March 2009 to shareholders who are on the register as at 6 February 2009. • Order intake since the August year end currently stands at £150m Financial results • Strong cash conversion with operating profit to • Revenue up 40% to £553m (2007: £396m); organic operating cash conversion of 74%. revenue up 18% * before amortisation of acquisition intangibles of £7m and acquisition – Social Housing revenues up 28% to £447m integration exceptional of £2m (2007: £350m) – Compliance revenues up 130% to £106m (2007: £46m) • Adjusted operating profit up 87% to £35.9m* (2007: £19.2m), organic operating profit up 35% – Social Housing adjusted operating profit up 38% to £25.4m (2007: £18.4m) – Compliance adjusted operating profit up 206% to £13.8m (2007: £4.5m) 6 Chairman’s Statement Connaught plc Annual Report 2008 c99397_BOOK.indb 6 5/11/08 11:21:09 Chairman’s Statement Connaught plc Annual Report 2008 Chairmans Statement 7 c99397_BOOK.indb 7 5/11/08 11:21:13 Chairman’s Statement “The Group has further Total order book (£bn) underpinned its market 2.6 positions, enhancing its 2.1 1.7 future prospects.” 1.5 1.1 0.7 0.5 2002 2003 2004 2005 2006 2007 2008 Social Housing The social housing maintenance market is worth Connaught’s Social Housing division provides integrated £10.5 billion per annum, and is underpinned not only services to Local Authorities, Arm’s Length Management by the Government’s commitment to improve and Organisations and Registered Social Landlords throughout maintain the quality of social housing throughout the the UK. UK but also the non-discretionary and essential nature of much of the expenditure which is funded by the rental Results income and ring fenced by what is known as the Housing Revenue Account. The results for the 12 months reflect the underlying robustness of the social housing market and Connaught’s The 2004 Gershon Review set efficiency targets for all ever strengthening position within it. social landlords and in the current economic climate efficiency has become the number one driver for • Revenues up 28% to £447m (2007: £350m), with local authorities and housing associations. Property 19% organic revenue growth maintenance and repair represents 48% of a social • Adjusted operating profit up 38% to £25.4m landlord’s operating costs and is the biggest single (2007: £18.4m) efficiency saving opportunity. For most social landlords • Operating margin up from 5.5% in 2007 to 5.7% driven their supply chain is fragmented and costly to by service mix and operational leverage administrate which is leading many to seriously consider • Record order intake of £855m an integrated services approach. • Strong earnings visibility with 95% of 2009 and 84% This drive for increasing efficiency has also led to the of 2010 market consensus social housing revenues in consolidation of Registered Social Landlords (RSLs). These current order book. RSLs now control over 50% of the UK’s social housing stock and their consolidation is generating longer, larger, The market and more integrated services contracts as they continue The market for social housing maintenance and repair is to seek ways to consolidate their inefficient and large and fragmented. It continues to offer Connaught, fragmented supply chains. as the market leader, significant growth potential. Connaught has positioned itself more than any other At a national level, there is expected to be an ever competitor to deliver these efficiencies on behalf of increasing demand for affordable housing: there are its clients. currently over five million households in social housing with over 1.6 million on waiting lists, the highest level for two decades. 8 Chairman’s Statement Connaught plc Annual Report 2008 c99397_BOOK.indb 8 5/11/08 11:21:13 Chairman’s Statement Connaught’s leading position Connaught is the clear market leader in a fragmented market where the top 10 players share just 21%. The Group has established its integrated services capability by developing an unrivalled range of services for social landlords, largely self-delivered and underpinned by its in-house technology, ConntrolTM. As a consequence, Connaught has emerged as the partner of choice for social landlords seeking to deliver efficiencies in their property maintenance through longer-term partnerships. Since 2006 when the Group secured its first integrated services contract with Paradigm Housing, the trend towards such longer-term multi-service partnerships has accelerated. This is demonstrated by the contract wins in 2008 – 83% of the £855 million order intake was integrated services (IS) contracts of which four are ten or more years in length: Raglan Housing Association – 15-year IS contract worth £150m Matrix Housing Partnership – 10-year IS contract worth £180m Bromford Group – 10-year IS contract worth £60m Midland Heart – 10-year IS contract worth £40m Since the year end the Group has secured an additional £150 million order intake including a 12-year integrated services partnership worth £117 million with A2Dominion, a leading housing association. The Group’s investment in Scotland and Wales continues to bear fruit with a £50 million integrated services contract with Dumfries & Galloway Housing Partnership and a £30 million Welsh Housing Quality Standard partnership with RCT Homes. The acquisitions made in 2007, Baldwins and AE Williams, have performed well and during the year we successfully rebid two of their key contracts, Harrogate District Council and the London Borough of Merton, worth a combined £35 million per annum. Compliance Connaught’s Compliance division is one of the leading providers of safety, health and risk management solutions. The division provides a range of services unique to the UK market, combining both advisory and servicing capabilities to provide a fully integrated compliance solution. Results Strong organic growth, coupled with an excellent contribution from acquisitions, has ensured the division achieved record results: • Compliance revenues up 130% to £106m (2007: £46m), with 15% organic revenue growth • Adjusted operating profit up 206% to £13.8m (2007: £4.5m) • Operating margin up from 9.8% in 2007 to 13.0% driven by economies of scale and the impact of higher margin acquisitions.