Annual Report and Accounts 2017 Headquartered in Glasgow, Macfarlane Group PLC employs over 850 people at 27 sites across the UK, one site in Ireland and one site in Sweden and services more than 20,000 customers in a wide range of sectors. Contents Strategic review 02 Chairman’s statement 04 Macfarlane Group business model and strategy 06 Chief Executive’s review 10 Macfarlane Packaging Innovation Lab and The Significant Six 12 Financial review 14 Principal risks and uncertainties 16 Viability statement 17 Corporate responsibility Governance 24 Board of Directors 26 Report of the Directors 28 Remuneration report 32 Remuneration policy 34 Corporate governance 42 Statement of Directors’ responsibilities in respect of the Annual Report and the financial statements Financial statements 43 Independent auditor’s report to the members of Macfarlane Group PLC Over 47 Consolidated income statement 47 Consolidated statement of comprehensive income 48 Consolidated statement of changes in equity 49 Consolidated balance sheet 50 Consolidated cash flow statement 200m 51 Accounting policies Reseal-it labels 56 Notes to the financial statements 79 Company balance sheet preapplied in 2017 80 Company statement of changes in equity 81 Notes to the Company financial statements Shareholder information 91 Principal operating subsidiaries and related undertakings 92 Five year record 92 Financial diary 01 Financial and operational highlights 2017 19%Growth in PBT £13.1mEBITDA 9%Sales growth distribution20,000 customers 1,400bespoke designs in 2017 5.22pFully-diluted EPS 5.1%Operating profit 02 Macfarlane Group PLC Annual Report and Accounts 2017 Chairman’s statement Macfarlane Group PLC achieved another year of growth in 2017 with sales of £196.0 million, (2016: £179.8 million) 9% ahead of the previous year and profit before tax of £9.3 million (2016: £7.8 million), 19% ahead of 2016. Trading Sales in our Manufacturing Dividend The trading performance continued Operations at £24.2 million (2016: The Board is proposing a final the positive trends of recent years £23.9 million) were 1% up on the dividend of 1.50 pence per share, and the results were in line with previous year. Gross margin reduced amounting to a full year dividend market expectations. from 43.8% in 2016 to 40.7% in of 2.10 pence per share, an 8% 2017, mainly due to operational increase on the prior year’s dividend Packaging Distribution increased pressures in Packaging Design of 1.95 pence per share. Subject to sales by 10% to £171.8 million (2016: and Manufacture and an adverse the approval of shareholders at the £155.9 million) with 3% achieved from exchange rate impact in our Labels Annual General Meeting on Tuesday organic growth and the remainder business. As a result, the overall 15 May 2018, this dividend will be from acquisitions, both those in 2017 Manufacturing Division operating paid on Thursday 7 June 2018 to and the full year benefit of those profit in 2017 was £0.7 million, those shareholders on the register completed in 2016, all of which £0.2 million below the 2016 result. at Friday 18 May 2018. continue to perform well. Gross margin in Packaging Distribution grew After charging interest of £0.8 million Net bank debt and to 29.4%, (2016: 29.0%) reflecting (2016: £0.9 million), Group profit pension scheme the effective management of input before tax totalled £9.3 million The Group’s net bank borrowing price increases as well as a strong (2016: £7.8 million) an increase of at 31 December 2017 decreased contribution from the Greenwoods’ 19%. Following the share issue in by £1.0 million to £14.3 million from business acquired in September 2017. September 2017 to support the £15.3 million at the prior year-end. This resulted in Packaging Distribution Greenwoods’ acquisition, diluted The Group’s existing bank facility achieving a 20% increase in operating earnings per share for 2017 increased with Lloyds Banking Group of profit to £9.4 million (2016: £7.8 million). by 13% from 4.64p to 5.22p per share. £25.0 million is available until June Macfarlane Group business structure Macfarlane Packaging Distribution Macfarlane Packaging Design Macfarlane Labels enables FMCG is the UK market leader in the and Manufacture provides a customers to attractively display distribution of protective packaging bespoke service to support major and accurately identify their products and contributes 88% manufacturing customers to products at the point of purchase of Group Revenue. cost-effectively protect their or sale and contributes 7% of high-value products in storage Group Revenue. Market sectors served and transit and contributes • Internet retail 5% of Group Revenue. Market sectors served • Third party logistics (3PL) • Health and beauty • Electronics Market sectors served • Food • Aerospace • Electronics • Household goods • Automotive • Aerospace • Pharmaceutical • Automotive Strategic review Governance Financial statements Shareholder information 03 2019 and accommodates normal Profit before tax (£m)* working capital requirements as well as supporting acquisition funding. As part of the Group’s long-term 2017 represents the 8th consecutive financing strategy, it is anticipated year of profit growth that these facilities will be extended * There were no exceptional items in the or replaced over the course of 2018. current or preceding financial year. 9.3 7.8 The Group’s pension deficit at 6.8 31 December 2017 reduced by 5.6 £2.7 million to £11.8 million, (2016: 5.1 £14.5 million) primarily due to the 4.5 3.9 Group making deficit recovery 3.2 3.4 contributions in the year. Despite the continued reduction in the discount rate, which increased the 2009 2010 2011 2012 2013 2014 2015 2016 2017 value of the pension liabilities, this was largely offset by increases in the value of the scheme’s holding in Board later this year, having completed and services in our target market liability-driven investments, reflecting six years as a Non-executive Director. sectors, combined with efficiency an appropriate prudent investment A process to recruit a replacement improvements and the identification strategy for a mature pension scheme. for Mike is under way and an and completion of further value- announcement will be made once enhancing acquisitions. This strategy, Board changes the selection process is complete. which continues to be refined, has Graeme Bissett stood down as served all stakeholders well in recent Chairman at the end of September Outlook years and we remain confident that 2017 and the Board would like to The Board remains confident that it will continue to do so. Macfarlane thank Graeme for his contribution its strategy to position the business Group’s performance in 2017 reflects as Chairman and prior to that as to serve key growth markets the successful implementation of a Non-executive Director. continues to be effective. The 19% this strategy and we are confident increase in pre-tax profits in 2017 that the Group will demonstrate On 8 January 2018, James Baird represents the eighth consecutive further progress in 2018. was appointed to the Board as a year of profit growth for Macfarlane Non-executive Director and Chairman Group. Group profitability in the of the Audit Committee and brings year to date is ahead of the same with him considerable financial period in 2017. experience both in the UK and Europe. Stuart R Paterson Our strategy continues to be the Chairman Mike Arrowsmith has indicated his delivery of sustainable profit growth 22 February 2018 intention to step down from the by focusing on added value products Group performance 196.0196.0196.0 9.3 9.39.3 2.10 2.102.10 179.8179.8179.8 1.95 1.951.95 169.1169.1169.1 7.8 7.8 7.8 1.82 1.821.82 153.8153.8153.8 1.65 1.651.65 6.8 6.86.8 5.6 5.65.6 201420142015201420152016201520162017201620172017 201420142015201420152016201520162017201620172017 201420142015201420152016201520162017201620172017 Sales (£m) Profit before tax (£m) Dividend (p) 04 Macfarlane Group PLC Annual Report and Accounts 2017 Macfarlane Group business model and strategy Our business model Our strategy We design, manufacture and distribute protective packaging products and labels to business users. Strategic priority We source, consolidate and deliver We operate a Stock and Serve model from 21 Regional Distribution Centres (RDCs) and 3 satellite sites providing a Focus UK national network to support customers on a local, regional and national basis and three satellite sites linked to RDCs. We are the UK market leader in the distribution of protective packaging products. We leverage our purchasing scale to cost-effectively source a comprehensive range of protective packaging products and add value for the customer by providing independent advice on the most cost-effective choice of product and packing processes, and operating as Personalise a single-source supplier for these products on a Just In Time basis with tailored stock management programmes and electronic trading capability. We design, manufacture and deliver We operate four manufacturing centres, two in Design and Innovate Manufacture and two in Labels as well as a Labels design centre in Sweden. The manufacturing businesses utilise design, intellectual property and know-how to provide a bespoke service to support major manufacturing customers to cost-effectively protect their high-value products in storage and distribution and for FMCG customers to attractively display and accurately identify their products at the point of sale. Improve We generate new business Macfarlane aims to grow its business by increasing the penetration of existing customers and winning new customers. There will be a natural churn of packaging requirements from existing customers and we experience a level of sales Accelerate erosion each year as we optimise the protective packaging usage for customers. Therefore new business generation is key to Macfarlane Group’s overall growth and there is specific focus in this area.