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MACF Macfarlane Group Plc

145.00
2.00 (1.40%)
Last Updated: 11:34:13
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Macfarlane Group Plc LSE:MACF London Ordinary Share GB0005518872 ORD 25P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  2.00 1.40% 145.00 144.00 146.00 145.00 143.00 143.00 27,863 11:34:13
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Business Services, Nec 280.71M 14.97M 0.0942 15.39 230.48M

Macfarlane Group PLC Final Results (6741Q)

21/02/2019 7:01am

UK Regulatory


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RNS Number : 6741Q

Macfarlane Group PLC

21 February 2019

21 February 2019

ANNUAL RESULTS FOR THE YEAR TO 31 DECEMBER 2018 (UNAUDITED)

 
 Financial Highlights                                                    Earnings   per share 
                                                                        --------- 
                                        2018        2017      Increase       2018        2017 
                                     ----------  ----------  ---------  ---------  ---------- 
 
 Turnover                             GBP217.3m   GBP196.0m       +11% 
                                     ----------  ----------  ---------  ---------  ---------- 
 Profit before tax and exceptional 
  item                                GBP11.2m     GBP9.3m        +20%      5.72p       5.22p 
                                     ----------  ----------  ---------  ---------  ---------- 
 Profit before tax                    GBP10.9m     GBP9.3m        +17%      5.55p       5.22p 
                                     ----------  ----------  ---------  ---------  ---------- 
 Proposed full year dividend            2.30p       2.10p         +10% 
                                     ----------  ----------  ---------  ---------  ---------- 
 

Macfarlane Group PLC achieved another year of significant growth in 2018 with sales of GBP217.3m, (2017: GBP196.0m) 11% ahead of 2017 and profit before tax and exceptional items of GBP11.2m (2017: GBP9.3m), 20% ahead of 2017. The trading performance continued the positive trends of recent years and was in line with market expectations.

Exceptional item

Following the High Court judgement involving Lloyds Banking Group pension schemes on 26 October 2018, we have made a charge against the 2018 results as an exceptional item. This charge of GBP330k represents past service cost in respect of the equalisation of Guaranteed Minimum Pensions ("GMP") benefits between 1990 and 1997. When the commentary on the following pages refers to items before exceptional items, it excludes these charges. We believe this information, provides a more meaningful basis for measuring our financial performance in 2018.

Trading

Packaging Distribution increased sales by 11% to GBP189.8m (2017: GBP171.8m) with 4% achieved from organic growth and 7% from acquisitions, both the new acquisitions in 2018 and the full year benefit from those completed in 2017, all of which continue to perform well. Gross margin in Packaging Distribution rose to 29.5%, (2017: 29.4%) reflecting the effective management of input price increases in the second quarter as well as a full year contribution from the Greenwoods' business acquired in 2017. The acquisitions of Tyler Packaging (Leicester) Limited ("Tyler") and Harrisons Packaging Limited ("Harrisons") were both concluded in the second half of 2018 and have contributed as expected since acquisition.

The growth in sales and gross margin, combined with good cost control, resulted in Packaging Distribution achieving a 19% increase in operating profit before exceptional items to GBP11.2m (2017: GBP9.4m).

Sales in our Manufacturing Operations at GBP27.5m (2017: GBP24.2m) grew by 14% on the previous year. Gross margin reduced from 40.7% in 2017 to 38.4% in 2018, mainly due to first half operational pressures in Packaging Design and Manufacture and an adverse sales mix in our Labels business. Despite this, the overall Manufacturing Division operating profit before exceptional items in 2018 was GBP0.9m, GBP0.2m above the 2017 result.

After charging interest of GBP0.8m (2017: GBP0.8m), Group profit before tax and exceptional items totalled GBP11.2m, an increase of 20% on 2017. Basic and diluted earnings per share for 2018 before exceptional items were 5.72p (2017: 5.22p).

Dividend

The Board is proposing a final dividend of 1.65 pence per share, amounting to a full year dividend of 2.30 pence per share, a 10% increase on the prior year's dividend of 2.10 pence per share. Subject to the approval of shareholders at the Annual General Meeting on Tuesday 14 May 2019, this dividend will be paid on Thursday 6 June 2019 to those shareholders on the register at Friday 17 May 2019.

Net Bank Debt

The Group's net bank borrowing at 31 December 2018 decreased by GBP1.1m to GBP13.2m from GBP14.3m at the prior year-end. The Group's bank facility of GBP30.0 million with Lloyds Banking Group is available until June 2022 and accommodates normal working capital requirements and supports acquisition funding.

Pension Scheme

The Group's pension deficit at 31 December 2018 decreased by GBP2.0m to GBP9.8m, (2017: GBP11.8m) despite the exceptional charge for equalising GMP benefits taken in 2018. Although the discount rate increased, which reduced the value of the pension liabilities, this was largely offset by reductions in the value of the scheme's holding in liability-driven investments, reflecting an appropriate prudent investment strategy for a mature pension scheme.

Outlook

The Board remains confident that its strategy to position the business to serve key growth markets continues to be effective.

Commenting on the 2018 results, Stuart Paterson, Chairman, said:

"The increase in profits in 2018 represents the ninth consecutive year of profit growth for Macfarlane Group. 2019 has started well and our profitability in the year to date is ahead of the same period in 2018.

Our strategy continues to focus on the delivery of sustainable profit growth by concentrating on added value products and services in our target market sectors, combined with efficiency improvements and the identification and completion of value-enhancing acquisitions. This strategy, which is continuously refined, has served all stakeholders well in recent years and we remain confident that it will continue to do so. Macfarlane Group's performance in 2018 reflects the successful implementation of this strategy and despite the ongoing uncertainties surrounding Brexit and the difficulties being experienced in the retail sector, we are confident that the Group will demonstrate further progress in 2019."

 
 Further enquiries:   Macfarlane Group                 Tel: 0141 333 9666 
                      Stuart Paterson Chairman 
                     -------------------------------  ------------------- 
                      Peter Atkinson Chief Executive 
                     -------------------------------  ------------------- 
                      John Love Finance Director 
                     -------------------------------  ------------------- 
 
                      Spreng Thomson                   Tel: 0141 548 5191 
                     -------------------------------  ------------------- 
                      Callum Spreng                    Mob: 07803 970103 
                     -------------------------------  ------------------- 
 

Legal Entity Identifier (LEI): 213800LVRYDERSJAAZ73

Notes to Editors:

-- Macfarlane Group PLC is listed on the London Stock Exchange (LSE: MACF) in the Industrials Sector

-- The company is headquartered in Glasgow, Scotland and has more than 60 years' experience in the UK packaging industry

   --      Macfarlane Group's businesses are: 

o Macfarlane Packaging is the leading UK distributor of a comprehensive range of protective packaging products

o Labels designs and prints high quality self-adhesive and resealable labels, principally for FMCG companies

o Packaging Design and Manufacture designs and produces protective packaging for high value, fragile products

-- Macfarlane Group employs over 900 people at 30 sites, principally in the UK, but also in Ireland and Sweden.

-- The company has 20,000+ customers in the UK, Europe and the USA providing 600,000+ lines to a wide range of industry sectors including: consumer goods; food manufacturing; logistics; internet retail; mail order; electronics; defence and aerospace.

 
 
                                               Operating               Operating 
  Business Review                   Revenue       profit    Revenue       profit 
   Group performance                   2018         2018       2017         2017 
   Segment                           GBP000       GBP000     GBP000       GBP000 
 
  Packaging Distribution            189,835       11,172    171,771        9,436 
  Manufacturing Operations           27,455          853     24,220          653 
 
  Revenue from continuing 
   operations                       217,290                 195,991 
 
  Operating profit before 
   exceptional item                    5.5%       12,025       5.1%       10,089 
  Exceptional item                                 (330)                       - 
 
  Operating profit - continuing 
   operations                                     11,695                  10,089 
 
 

Macfarlane Packaging Distribution is the leading UK specialist distributor of protective packaging materials. Macfarlane operates a Stock and Serve supply model from 23 Regional Distribution Centres (RDCs) and 3 satellite sites, supplying industrial and retail customers with a comprehensive range of protective packaging materials on a local, regional and national basis.

Competition in the packaging distribution market is from local and regional protective packaging specialist companies as well as national/international distribution generalists who supply a range of products, including protective packaging materials. In a fragmented market, Macfarlane competes effectively on a local basis through its strong focus on and regular monitoring of customer service, its breadth and depth of product offer and through the recruitment and retention of high-quality staff with good local market knowledge. On a national basis Macfarlane has focus, expertise and a breadth of product and service knowledge, all of which enables it to compete effectively against non-specialist packaging distributors.

Macfarlane Packaging benefits its customers by enabling them to ensure their products are cost-effectively protected in transit and storage through the supply of a comprehensive product range, single source Stock and Serve supply, Just In Time delivery, tailored stock management programmes, electronic trading and independent advice on both packaging materials and packing processes.

 
                                   Base    Acquisition 
  Packaging Distribution       Business         impact         2018         2017      2018 
                                 GBP000         GBP000       GBP000       GBP000    Growth 
 
  Sales                         176,395         13,440      189,835      171,771     11% 
                            -----------  ------------- 
  Cost of sales                                           (133,843)    (121,323) 
 
  Gross margin                                               55,992       50,448     11% 
  Net operating expenses                                   (44,820)     (41,012)      9% 
 
  Operating profit before 
   exceptional item               9,730          1,442       11,172        9,436      18% 
                            -----------  ------------- 
  Exceptional item                                            (270)            - 
 
  Operating profit                                           10,902        9,436 
 
 

Macfarlane Packaging Distribution grew sales by 11% in 2018 comprising 4% organic growth as well as the incremental contribution from the acquisitions of Tyler and Harrisons in 2018 and the full year contribution from the 2017 acquisitions.

There were well publicised challenges in UK Retail in 2018 and as a result, our sales to this sector declined slightly due to demand weakness and customer churn. However this was more than offset by growth in the Industrial Sector with a number of contract extensions and new business wins.

Gross margin in Packaging Distribution was 29.5%, (2017: 29.4%) with effective management of input price increases as well as a strong full year contribution from the 2017 acquisition of Greenwoods.

Cost control remained strong with an improving operating expenses to sales ratio of 23.6% (2017: 23.9%).

Operating profit before exceptional items for Packaging Distribution at GBP11.2m grew 18% versus 2017, representing a return on sales of 5.9% (2017: 5.5%).

Future Plans

2019 plans are focused on continuing to grow sales and improving profitability by the following actions:

Sales Growth

l Maintaining our focus on the growth potential for protective packaging in key market segments -

the e-commerce sector and the related Third-party logistics ("3PL") operators; and,

National Accounts in the industrial sector and the related 3PL operators;

l Accelerating the growth in new business through effective use of our Innovation Lab;

l Demonstrating our ability to add value to customers through effective implementation of our "Significant Six" sales approach to optimise their Total Cost of Packaging;

l Developing our web-based offerings through www.macfarlanepackaging.com and Customer Connect to enable customers to further improve access to our full range of products and services;

l Growing sales of new products from recent acquisitions throughout the Group; and

l Providing customers requiring our capabilities in Europe with access to our offering.

Efficiency Improvements

l Improving our sourcing through strengthening our relationships with key strategic suppliers;

l Implementing further operational savings in logistics by expanding the use of the Paragon vehicle management system and extending our warehouse best practice programme;

l Reducing operating costs by taking opportunities to consolidate the existing property footprint;

l Integrating recent acquisitions following the completion of the earn-out periods; and

l Maintaining our focus on working capital management to generate additional funds to support growth opportunities.

Acquisition Growth

l Supplementing organic growth through completion of further suitable quality acquisitions.

Manufacturing Operations comprise our Packaging Design and Manufacture and our Labels business.

 
                                              2018        2017 
                                            GBP000      GBP000 
 
  Sales                                     27,455      24,220 
  Cost of sales                           (16,906)    (14,364) 
 
  Gross margin                              10,549       9,856 
  Operating expenses (recurring)           (9,696)     (9,203) 
 
  Operating profit before exceptional 
   item                                        853         653 
  Operating expenses (exceptional)            (60)           - 
 
  Operating profit                             793         653 
 
 

The principal activity of the Packaging Design and Manufacture business is the design, manufacture and assembly of custom-designed packaging solutions for customers requiring cost-effective methods of protecting high value products in storage and transit. The primary raw materials are corrugate, timber and foam. The business operates from two manufacturing sites in Grantham and Westbury, supplying both directly to customers and also through the RDC network of the Packaging Distribution business.

Key market sectors are defence, aerospace, medical equipment, electronics and automotive. The markets in which we operate are highly fragmented with a range of locally based competitors. We differentiate our market offering through technical expertise, design capability, industry accreditations and national coverage through Macfarlane Packaging Distribution.

2018 sales for Packaging Design and Manufacture were 12% above 2017 with particularly strong growth from the aerospace sector. Despite operational pressures in the first half of the year which have now been resolved, profitability in 2018 was above that in 2017. Our sales team has continued to develop a strong pipeline of new customer relationships, which should benefit the business in 2019.

Future Plans

2019 plans for Packaging Design and Manufacture include:

l Accelerating sales growth in target market sectors e.g. Defence, Aerospace and Medical;

l Prioritising sales activity on the higher added-value bespoke composite pack product range;

l Improving operational performance further; and

l Continuing to strengthen the relationship with our Packaging Distribution business to create both sales and cost synergies.

Our Labels business designs and prints self-adhesive labels for major Fast-moving Consumer Goods ("FMCG") customers in the UK and Europe and resealable labels for major customers in the UK, Europe and the USA. The business operates from production sites in Kilmarnock and Wicklow and a sales and design office in Sweden, which focuses on the development and growth of our resealable labels business, Reseal-it.

The Labels business has a high level of dependence on a small number of major customers. Management works closely with these key customers to ensure high levels of service and to introduce product and service development initiatives to achieve competitive differentiation.

Sales increased by 15% in the year as penetration of our resealable range improved and a number of new business wins were achieved. Despite margin being impacted by the increasingly competitive conditions in the UK retail sector, profits in the Labels business increased by 15% vs. 2017.

Future Plans

2019 plans for Labels will focus on: -

-- Increasing business in higher added value products and services through rebalancing sales between our resealable and self-adhesive label ranges;

-- Generating efficiency and sales benefits from investments in additional capacity and digital printing capability;

   --    Continuing improvement in operational efficiency to mitigate sales price pressure; and 

-- Developing the Reseal-it product in the US and in Europe through ongoing partnerships, new business wins and increased penetration with key retailers.

2019 Outlook

Our sales efforts will focus on those segments of the market, such as e-commerce, which are forecast to show continued above average growth rates and those industrial markets where customers recognise the added value brought to their operations by a specialist national protective packaging distributor.

During 2019 we will continue to look to acquire further good quality protective packaging businesses, improve our geographic coverage, develop new products introduced by recent acquisitions, work more closely with strategic suppliers and improve our operational efficiency by leveraging our property and logistics footprint.

Macfarlane businesses all have strong market positions with differentiated product and service offerings. We have a flexible business model and a clear strategic plan incorporating a range of actions, which are being effectively implemented and are reflected in our consistent, profitable growth in recent years.

Our future performance is largely dependent on the successful execution of actions to grow sales, increase efficiencies and bring high-quality acquisitions into the Group. With a focus on attractive UK market sectors for our products and services, combined with our successful track record of growth and acquisitions, we expect 2019 to be another year of progress for Macfarlane Group.

The principal risks and uncertainties faced by Macfarlane Group and factors mitigating these risks are detailed below. These risks are complemented by an overall governance framework including clear and delegated authorities, business performance monitoring and appropriate insurance cover for a wide range of potential risks. There is a dependence on good quality local management, which is supported by an investment in training and development and ongoing performance evaluation.

 
             Risk Description                             Mitigating Factors 
  Raw material prices 
   The Group's businesses are impacted        The Group works closely with suppliers 
   by commodity-based raw material            to manage the scale and timing of 
   prices and manufacturer energy             price increases to end-users effectively. 
   costs, with profitability sensitive        Our IT systems monitor and measure 
   to supplier price changes including        effectiveness in recovering supplier 
   currency fluctuations. The principal       price changes. Where possible, alternative 
   components are corrugated paper,           supplier relationships are maintained 
   polythene films, timber and foam,          to minimise supplier dependency. 
   with changes to paper and oil              We work with customers to redesign 
   prices having a direct impact              packs and reduce packing cost to 
   on the price we pay to our suppliers.      mitigate the impact of cost increases. 
                                          ------------------------------------------------ 
 Property 
  Given the multi-site nature of             Where a site is non-operational the 
  its business, the Group has a              Group seeks to assign, sell or sub-lease 
  property portfolio comprising              the building to mitigate the financial 
  3 owned sites and 35 leased sites          impact. If this is not possible, 
  of which 3 are sublet. This portfolio      rental voids are provided on vacant 
  gives rise to risks in relation            properties taking into consideration 
  to ongoing lease costs, dilapidations      the likely period of vacancy and 
  and fluctuations in value.                 incentives to re-let. 
                                          ------------------------------------------------ 
 Working capital 
  The Group has a significant investment     Credit risk is controlled by applying 
  in working capital in the form             rigour to the management of trade 
  of trade receivables and inventories.      receivables by the Credit manager 
  There is a risk that this investment       and the credit control team, and 
  is not fully recovered.                    is subject to additional scrutiny 
                                             from the Group Finance Director. 
                                             Inventory levels and order patterns 
                                             are regularly reviewed and risks 
                                             arising from holding bespoke stocks 
                                             are managed by obtaining order cover 
                                             from customers. 
                                          ------------------------------------------------ 
 Financial liquidity, debt covenants, 
  interest rates                              The Group seeks to maintain an appropriate 
  The Group needs continuous access           level of committed bank facilities 
  to funding to meet its trading              that provides sufficient headroom 
  obligations and to support organic          above peak projected borrowing requirements. 
  growth and acquisitions. There              The existing facility is in place 
  is a risk that the Group may be             until June 2022. 
  unable to obtain funds or that 
  such funds will only be available           The Group regularly monitors net 
  on unfavourable terms.                      debt and forecast cash flows to ensure 
  The Group's borrowing facility              that it will be able to meet its 
  comprises a committed facility              financial obligations as they fall 
  of up to GBP30m. This includes              due. Compliance with debt covenants 
  requirements to comply with covenants,      is monitored on a monthly basis and 
  with a breach potentially resulting         sensitivity analysis is applied to 
  in borrowings being subject to              forecasts to assess the impact on 
  more onerous conditions.                    covenant compliance. 
                                          ------------------------------------------------ 
 Defined benefit pension scheme 
  The Group's defined benefit pension        The scheme was closed to new members 
  scheme is sensitive to a number            in 2002. 
  of key factors; investment returns,        Benefits for active members were 
  discount rates used to calculate           amended by freezing pensionable salaries 
  scheme liabilities and mortality           at 30 April 2009 levels. 
  assumptions. The IAS 19 valuation          A Pension Increase Exchange option 
  of the Group's defined benefit             is available to offer flexibility 
  pension scheme as at 31 December           to new pensioners in the current 
  2018 estimated the scheme deficit          level of pension benefits and the 
  to be GBP9.8m, a decrease of GBP2.0m       rate of future increases. 
  during 2018. Small changes in              The Group makes Deficit Reduction 
  these assumptions could mean that          Contributions each year. 
  the deficit increases.                     The investment profile is constantly 
                                             reviewed to ensure continued matching 
                                             of investments with the liability 
                                             profile of the scheme. 
                                          ------------------------------------------------ 
 Decentralised structure 
  The Packaging Distribution business        The Group ensures that our staff 
  model reflects a decentralised             have the right working environment, 
  approach with a high dependency            information and sales tools to enable 
  on effective local decision-making.        them to meet corporate objectives. 
  There is a risk that the decentralised     A comprehensive management information 
  management control is less effective       system is maintained with key performance 
  and local decisions do not meet            indicators monitored and actions 
  corporate objectives.                      taken when required. 
                                          ------------------------------------------------ 
 Acquisitions 
  The Group's growth strategy includes       The Group carefully reviews potential 
  acquisitions as demonstrated in            acquisition targets, ensuring that 
  recent years. There is a risk              the focus is on high-quality businesses 
  that such acquisitions may not             which complement the existing Group 
  be available on acceptable terms           profile and provide opportunities 
  in the future.                             for growth. Having completed a number 
  It is also possible that acquisitions      of acquisitions in recent years, 
  will not succeed due to the loss           the Group has established due diligence 
  of key people or customers following       and integration processes and procedures. 
  acquisition or the acquired business       The Group has a comprehensive management 
  not performing at the level expected.      information system to enable effective 
  This could potentially lead to             monitoring of post-acquisition performance. 
  impairment in the carrying value           Earn-out mechanisms also mitigate 
  of the related intangible assets.          risk in the post-acquisition period. 
  Execution risks around the failure         Goodwill and other intangible assets 
  to successfully integrate the              are tested annually for impairment 
  acquired business after the conclusion     as set out in the Annual Report. 
  of the earn-out period also exist. 
                                          ------------------------------------------------ 
 

Macfarlane Group has carried out an impact analysis and evaluated the potential short to medium-term implications of a no-deal Brexit including reversion to World Trade Organisation tariffs. Where practical, we have put in place contingency measures to try to mitigate any immediate effects on the supply chain. As a business with the majority of its trade in the UK, the principal impact on Macfarlane Group of a no-deal Brexit would be reduced levels of business caused by any significant downturn in the UK economy.

There are a number of other risks that we manage which are not considered key risks. The Group is subject to the impact of general economic conditions, the competitive environment and risks associated with business continuity including cyber-security. These are mitigated in ways common to all businesses and not specific to Macfarlane Group.

Viability statement

The Board has considered the Group's viability as part of the ongoing programme to manage risk. Each year the Board reviews the Group's strategic plan for the forthcoming three-year period and challenges the Executive team on the plan's risks. The strategic plan reflects the Group's businesses, which have a broad spread of customers across a range of different sectors with some longer term contracts in place. The assessment period of three years is consistent with the Board's review of Group strategy, including assumptions regarding future growth rates for our business and acceptable levels of performance.

A robust financial model covering a three year period is maintained and regularly updated. The model is subject to sensitivity analysis which flexes a number of the main assumptions, including future revenue growth, gross margins, operating costs, finance costs and working capital management. The results of flexing these assumptions, both individually and in aggregate, are used to determine whether additional bank facilities will be required during the three year period. The results of the exercise indicated that no additional facilities would be required.

The Board has carried out a robust assessment of the principal risks facing the Group and how these risks affect the Groups' prospects and the strategic plan. The review includes consideration of the principal risks facing the Group as described on the current and previous page including the potential impact of Brexit, which could prevent the Group from achieving its strategic plan and the potential impact these risks could have on the Group's business model, future performance, solvency and liquidity over the next three years.

The Directors' assessment has been made with reference to the resilience of the Group and the strength of its financial position, the Group's current strategy, the Board's risk appetite and the Group's principal risks including how these are managed. Based on the assessment of these risks and the sensitivity analysis undertaken, the Board of Directors have a reasonable expectation that the Group will continue to operate and meet its liabilities, as they fall due, for the next three years to December 2021.

Going Concern

The Directors, in their consideration of going concern, have reviewed the Group's future cash flow forecasts and profit projections, which are based on the Directors' past experience and their assessment of the current market outlook for the business. The Group's business activities, together with the factors likely to affect its future development, performance and financial position are set out in the Chairman's Statement and Business Review on pages 1 to 8.

The Group's principal financial risks in the medium term relate to liquidity and credit risk. Liquidity risk is managed by ensuring that the Group's day-to-day working capital requirements are met by having access to banking facilities with suitable terms and conditions to accommodate the requirements of the Group's operations. Credit risk is managed by applying considerable rigour in managing the Group's trade receivables. The Directors believe that the Group is adequately placed to manage its financial risks effectively, despite any economic uncertainty.

The Group's principal banking facility is in place until June 2022. The Directors are of the opinion that the Group's cash forecasts and revenue projections, taking account of reasonably possible changes in trading performance given current market and economic conditions, show that the Group should be able to operate within its current facilities and comply with its banking covenants.

After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for at least the next twelve months. For this reason they continue to adopt the going concern basis in preparing the financial statements.

Cautionary Statement

The Chairman's Statement and the Business Review on pages 1 to 8 have been prepared to provide additional information to members of the Company to assess the Group's strategy and the potential for the strategy to succeed. It should not be relied on by any other party or for any other purpose.

This report and the financial statements contain certain forward-looking statements relating to operations, performance and financial status. By their nature, such statements involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors, including both economic and business risk factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements. These statements are made by the Directors in good faith based on the information available to them up to the time of their approval of this report.

Responsibility Statement of the Directors

The responsibility statement below has been prepared in connection with the company's full annual report for the year ending 31 December 2018. Certain parts of the full annual report are not included within this announcement. The Directors of Macfarlane Group PLC are

   S.R. Paterson                     Chairman 
   P.D. Atkinson                     Chief Executive 
   J. Love                                 Finance Director 
   R. McLellan                        Non-Executive Director and Senior Independent Director 
   J.W.F. Baird                         Non-Executive Director 
   A.M. Dunstan                    Non-Executive Director 

To the best of the knowledge of the Directors (whose names and functions are set out above), the financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit for the Company and the undertakings included in the consolidation taken as a whole; and

Pursuant to Disclosure and Transparency Rules, Chapter 4, the Directors' Report of the Company's 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 faced by the business.

   Peter Atkinson                                                                  John Love 
   Chief Executive                                                                 Finance Director 
   21 February 2019                                                             21 February 2019 

Macfarlane Group PLC

Consolidated income statement

For the year ended 31 December 2018

 
                                           Before 
                                      Exceptional     Exceptional 
                              Note          Items           Items          2018        2017 
                                        Unaudited       Unaudited     Unaudited     Audited 
                                           GBP000          GBP000        GBP000      GBP000 
 
 Revenue                      3           217,290               -       217,290     195,991 
 Cost of sales                          (150,749)               -     (150,749)   (135,687) 
 
 Gross profit                              66,541               -        66,541      60,304 
 Distribution costs                       (8,604)               -       (8,604)     (8,208) 
 Administrative expenses                 (45,912)           (330)      (46,242)    (42,007) 
 
 Operating profit             3            12,025           (330)        11,695      10,089 
 Finance costs                4             (809)               -         (809)       (828) 
 
 Profit before tax                         11,216           (330)        10,886       9,261 
 Tax                          5           (2,201)              56       (2,145)     (1,837) 
 
 Profit for the year          7             9,015           (274)         8,741       7,424 
 
 
 Earnings per share 
    Basic and diluted         7             5.72p         (0.17p)         5.55p       5.22p 
 
 

Consolidated statement of comprehensive income

For the year ended 31 December 2018

 
                                                                         2018       2017 
                                                            Note    Unaudited    Audited 
                                                                       GBP000     GBP000 
 Items that may be reclassified to profit 
  or loss 
 Foreign currency translation differences 
  - foreign operations                                                    (6)         45 
 Items that will not be reclassified to 
  profit or loss 
 Remeasurement of pension scheme liability                  10           (32)      (223) 
 Tax recognised in other comprehensive income 
                Tax on remeasurement of pension scheme 
                 liability                                  11              6         38 
 
 Other comprehensive expense for the year, 
  net of tax                                                             (32)      (140) 
 Profit for the year                                                    8,741      7,424 
 
 Total comprehensive income for the year                                8,709      7,284 
 
 

Consolidated statement of changes in equity

For the year ended 31 December 2018

 
                                             Share      Share  Revaluation  Translation     Retained 
                                           Capital    Premium      Reserve      Reserve     Earnings      Total 
                                   Note     GBP000     GBP000       GBP000       GBP000       GBP000     GBP000 
 
At 1 January 2017 (Audited)                 34,084      4,641           70          254          274     39,323 
 
Comprehensive income 
Profit for the year                              -          -            -            -        7,424      7,424 
Foreign currency translation 
 differences                                     -          -            -           45            -         45 
Remeasurement of pension 
 liability                          10           -          -            -            -        (223)      (223) 
Tax on remeasurement 
 of pension liability               11           -          -            -            -           38         38 
 
Total comprehensive income                       -          -            -           45        7,239      7,284 
 
Transactions with shareholders 
Dividends                          6             -          -            -            -      (2,854)    (2,854) 
Credit for share-based 
 payments                                        -          -            -            -        (180)      (180) 
Issue of share capital             12        5,303      8,334            -            -            -     13,637 
 
Total transactions with 
 shareholders                                5,303      8,334            -            -      (3,034)     10,603 
 
 
At 31 December 2017 
 (Audited)                                  39,387     12,975           70          299        4,479     57,210 
 
Comprehensive income 
Profit for the year                              -          -            -            -        8,741      8,741 
Foreign currency translation 
 differences                                     -          -            -          (6)            -        (6) 
Remeasurement of pension 
 liability                          10           -          -            -            -         (32)       (32) 
Tax on remeasurement 
 of pension liability               11           -          -            -            -            6          6 
 
Total comprehensive income                       -          -            -          (6)        8,715      8,709 
 
Transactions with shareholders 
Dividends                          6             -          -            -            -      (3,387)    (3,387) 
 
Total transactions with 
 shareholders                                    -          -            -            -      (3,387)    (3,387) 
 
 
 
At 31 December 2018 
 (Unaudited)                                39,387     12,975           70          293        9,807     62,532 
 
 

Consolidated balance sheet at 31 December 2018

 
                                        Note        2018      2017 
                                               Unaudited   Audited 
                                                  GBP000    GBP000 
Non-current assets 
Goodwill and other intangible assets              58,648    57,234 
Property, plant and equipment                      8,533     8,630 
Other receivables                                    162       296 
Deferred tax assets                      11        1,851     2,407 
 
Total non-current assets                          69,194    68,567 
 
Current assets 
Inventories                                       16,940    15,465 
Trade and other receivables                       51,360    52,578 
Cash and cash equivalents                9         4,611     2,013 
 
Total current assets                              72,911    70,056 
 
Total assets                             3       142,105   138,623 
 
Current liabilities 
Trade and other payables                          47,891    49,100 
Current tax payable                                1,029       741 
Finance lease liabilities                9           101       245 
Bank borrowings                          9        17,769    16,346 
 
Total current liabilities                         66,790    66,432 
 
Net current assets                                 6,121     3,624 
 
Non-current liabilities 
Retirement benefit obligations           10        9,765    11,823 
Deferred tax liabilities                 11        2,993     3,048 
Trade and other payables                              25        13 
Finance lease liabilities                9             -        97 
 
Total non-current liabilities                     12,783    14,981 
 
Total liabilities                        3        79,573    81,413 
 
Net assets                                        62,532    57,210 
 
Equity 
Share capital                            12       39,387    39,387 
Share premium                            12       12,975    12,975 
Revaluation reserve                                   70        70 
Translation reserve                                  293       299 
Retained earnings                                  9,807     4,479 
 
Total equity                             3        62,532    57,210 
 
 

Consolidated cash flow statement

For the year ended 31 December 2018

 
                                                  Note          2018          2017 
                                                           Unaudited       Audited 
                                                              GBP000        GBP000 
 
Cash inflow from operating activities               9         11,832         6,482 
 
 
Investing activities 
Acquisitions, net of cash acquired                  8        (5,638)       (8,337) 
Proceeds on disposal of property, plant 
 and equipment                                                    73           210 
Purchases of property, plant and equipment                   (1,452)       (1,740) 
 
Cash outflow from investing activities                       (7,017)       (9,867) 
 
 
Financing activities 
Dividends paid                                      6        (3,387)       (2,854) 
Proceeds from issue of share capital (net 
 of issue expenses)                                                -         7,637 
(Repayment)/drawdown on bank borrowing 
 facility                                                      1,423         (860) 
Repayments of obligations under finance 
 leases                                             9          (253)         (455) 
 
Cash (outflow)/inflow from financing activities              (2,217)         3,468 
 
Net increase in cash and cash equivalents           9          2,598            83 
 
Cash and cash equivalents at beginning 
 of year                                                       2,013         1,930 
 
Cash and cash equivalents at end of year            9          4,611         2,013 
 
 

Macfarlane Group PLC

Notes to the financial information

For the year ended 31 December 2018

   1.         General information 

The financial information set out herein does not constitute the Company's statutory accounts for the years ended 31 December 2018 or 2017. The financial information for 2017 is derived from the statutory accounts for 2017 which have been delivered to the registrar of companies. The auditor has reported on the 2017 accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. The statutory accounts for 2018 will be finalised on the basis of the financial information presented by the directors in this preliminary announcement and will be delivered to the registrar of companies in due course.

The Group has applied IFRS 15 "Revenue from Contracts with Customers" and IFRS 9 "Financial Instruments" with effect from 1 January 2018. A number of other new standards took effect from 1 January 2018 but they did not have a material effect on the Group's financial statements.

IFRS 16 "Leases" will be applied in the 2019 financial statements using the modified retrospective approach but with no application of the practical expedients available. IFRS 16 requires that for all material operating leases, the Group's leased assets will be recorded within land and buildings and plant and equipment as "Right of Use" assets with a corresponding lease liability based on the discounted value of future cash payments required under each lease. Existing operating lease expenses will be replaced with a smaller operating expense, a depreciation charge and a separate financing cost. This will have no significant impact on reported profit before tax or total equity.

   2.                Basis of preparation 

The Group's business activities, together with the factors likely to affect its future development, performance and financial position are set out on pages 1 to 9.

The Group's principal financial risks in the medium term relate to liquidity and credit risk. Liquidity risk is managed by ensuring that the Group's day-to-day working capital requirements are met by having access to committed banking facilities with suitable terms and conditions to accommodate the requirements of the Group's operations. Credit risk is managed by applying considerable rigour in managing the Group's trade receivables. The Directors believe that the Group is adequately placed to manage its financial risks effectively despite any economic uncertainty.

The Group's has a committed borrowing facility of GBP30 million with Lloyds Banking Group PLC in place until June 2022. The facility bears interest at normal commercial rates and carries standard financial covenants in relation to interest cover and levels of headroom over certain trade receivables of the Group.

The Directors are of the opinion that the Group's cash forecasts and revenue projections, which they believe are based on prudent market data and past experience taking account of reasonably possible changes in trading performance given current market and economic conditions, show that the Group should be able to operate within the current facility and comply with its banking covenants.

After making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for at least the next twelve months. For this reason they continue to adopt the going concern basis in preparing the financial statements for the year ended 31 December 2018.

Judgements, assumptions and estimation uncertainties

In preparing the 2018 financial statements from which this financial information has been extracted, management has made judgements, assumptions and estimates, which affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from the amounts estimated. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The judgements, assumptions and estimation uncertainties made in applying accounting policies that have the most significant effect on the amounts recognised in these financial statements and therefore have the most significant risk of resulting in a material adjustment are as follows:-

 
  (i) Retirement benefit obligations   The valuation of the pension deficit 
                                        is affected by small movements 
                                        in key actuarial assumptions 
  (ii) Trade and other receivables     The provision held against receivables 
                                        is based on applying an expected 
                                        credit loss model and related 
                                        estimates of recoverable amounts 
 
   3.         Segmental information 

The Group's principal business segment is Packaging Distribution, comprising the distribution of packaging materials and supply of storage and warehousing services in the UK. This comprises over 85% of Group revenue and profit. The Group's Manufacturing Operations segment comprises the design, manufacture and assembly of timber, corrugated and foam-based packaging materials in the UK, the design, manufacture and supply of self-adhesive labels to a variety of FMCG customers in the UK & Europe and the design, manufacture and supply of resealable labels to a variety of FMCG customers in the UK, Europe and the USA. None of the individual business segments within Manufacturing Operations represents more than 10% of Group revenue or profit.

 
                                              2018         2017 
                                            GBP000       GBP000 
  Packaging Distribution 
  Revenue                                  190,227      171,771 
  Cost of sales                          (134,235)    (121,323) 
 
  Gross profit                              55,992       50,448 
  Net operating expenses                  (44,820)     (41,012) 
 
  Operating profit before exceptional 
   item                                     11,172        9,436 
  Exceptional item                           (270)            - 
 
  Operating profit                          10,902        9,436 
 
  Manufacturing Operations 
  Revenue                                   32,189       28,191 
  Cost of sales                           (21,640)     (18,335) 
 
  Gross profit                              10,549        9,856 
  Net operating expenses                   (9,696)      (9,203) 
 
  Operating profit before exceptional 
   item                                        853          653 
  Exceptional item                            (60)            - 
 
  Operating profit                             793          653 
 
 
                Exceptional item                 Guaranteed Minimum Pension ("GMP") equalisation 

On 26 October 2018, the High Court judgement involving Lloyds Banking Group defined benefits pension schemes concluded that schemes should equalise pension benefits for men and women in relation to GMP benefits. The judgement has implications for most defined benefit schemes, including the scheme operated by Macfarlane Group. We have worked with the scheme's actuary to understand the implications of the judgement for our scheme and the GBP330,000 exceptional expense recorded in the consolidated income statement for 2018 as a past service cost in respect of the equalisation of GMP benefits represents our best estimate of the effect on our reported pension scheme liabilities. We believe this information provides a more meaningful basis for measuring our financial performance in 2018

The Directors have made the judgement that the estimated effect of GMP equalisation on the Group's pension liabilities is a past service cost in respect of pensionable service between 1990 and 1997 that should be reflected as an exceptional item and that any subsequent change in the estimate should be recognised in other comprehensive income. This judgement is based on the fact that the pension liabilities for the Macfarlane scheme at 31 December 2017 in note 10 did not include any amount in respect of GMP equalisation.

 
                                                     2018         2017 
                                                   GBP000       GBP000 
  Group segment - total revenue 
  Packaging Distribution                          190,227      171,771 
  Manufacturing Operations                         32,189       28,191 
  Inter-segment revenue                           (5,126)      (3,971) 
 
  External revenue                                217,290      195,991 
 
 
  Operating profit 
  Packaging Distribution                           10,902        9,436 
  Manufacturing Operations                            793          653 
 
  Operating profit                                 11,695       10,089 
  Finance costs                                     (809)        (828) 
 
  Profit before tax                                10,886        9,261 
  Tax                                             (2,145)      (1,837) 
 
  Profit for the year                               8,741        7,424 
 
                                     Assets   Liabilities   Net assets 
                                     GBP000        GBP000       GBP000 
  Group segments 
  Packaging Distribution            125,060        71,173       53,887 
  Manufacturing Operations           17,045         8,400        8,645 
 
  Net assets 2018                   142,105        79,573       62,532 
 
 
  Packaging Distribution            124,069        74,324       49,745 
  Manufacturing Operations           14,554         7,089        7,465 
 
  Net assets 2017                   138,623        81,413       57,210 
 
 
 
                                               4. Finance costs     2018     2017 
                                                                  GBP000   GBP000 
 
         Interest on bank borrowings                               (530)    (462) 
         Interest on obligations under finance leases               (17)     (18) 
         Net interest expense on retirement benefit obligation 
          (see note 10)                                            (262)    (348) 
 
         Total finance costs                                       (809)    (828) 
 
 
 
5. Tax                                                          2018     2017 
                                                              GBP000   GBP000 
         Current tax 
           United Kingdom corporation tax at 19.00% (2017: 
            19.25%)                                          (1,953)  (1,551) 
           Foreign tax                                          (98)     (62) 
           Adjustments in respect of prior years                  42       49 
 
         Total current tax                                   (2,009)  (1,564) 
 
         Deferred tax 
           Current year                                        (136)    (273) 
 
         Total deferred tax (see note 11)                      (136)    (273) 
 
 
         Total tax charge                                    (2,145)  (1,837) 
 
 

The standard rate of tax based on the UK average rate of corporation tax, is 19.00% (2017 - 19.25%). Taxation for other jurisdictions is calculated at the rates prevailing in these jurisdictions. The actual tax charge for the current and previous year varies from the standard rate of tax on the results in the consolidated income statement for the reasons set out in the following reconciliation:-

 
                                                             2018     2017 
                                                           GBP000   GBP000 
 
         Profit before tax                                 10,886    9,261 
 
         Tax on profit at 19.00% (2017 -19.25%)           (2,068)  (1,783) 
         Factors affecting tax charge for the year:- 
            Non-deductible expenses                         (107)     (95) 
            Difference on overseas tax rates                 (12)      (8) 
            Changes in estimates related to prior years        42       49 
 
           Tax charge for the year                        (2,145)  (1,837) 
 
           Effective rate of tax for the year               19.7%    19.8% 
 
 
 
6. Dividends                                                  2018     2017 
                                                            GBP000   GBP000 
           Amounts recognised as distributions to equity 
            holders in the year: 
  Final dividend for the year ended 31 December 2017 
   of 1.50p per share (2016 - 1.40p per share)               2,363    1,909 
  Interim dividend for the year ended 31 December 
   2018 of 0.65p per share (2017 - 0.60p per share)          1,024      945 
 
                                                             3,387    2,854 
 
 

A proposed dividend of 1.65p per share will be paid on 6 June 2019 to those shareholders on the register at 17 May 2019. This is subject to approval by shareholders at the Annual General Meeting on 14 May 2019 and therefore has not been included as a liability in these financial statements.

   7.         Earnings per share 

The calculation of the basic and diluted earnings per share is based on the following data:

 
                                                                   2018       2017 
                                                                 GBP000     GBP000 
         Earnings for the purposes of earnings per share 
          Profit for the year before exceptional items            9,015      7,424 
 
         Profit for the year                                      8,741      7,424 
 
 
  Number of shares in issue for the purposes of calculating        2018       2017 
   basic and diluted earnings per share                          No. of     No. of 
                                                                 shares     shares 
                                                                   '000       '000 
         Weighted average number of shares in issue for 
          the 
          purposes of basic earnings per share 
             Weighted average number of shares in issue         157,548    142,228 
 
 
         Earnings per share before exceptional item               5.72p      5.22p 
 
         Earnings per share after exceptional item                5.55p      5.22p 
 
 
   8.         Acquisitions 

On 31 July 2018, the Group's subsidiary, Macfarlane Group UK Limited acquired 100% of the issued share capital of Tyler Packaging (Leicester) Limited for a consideration of approximately GBP2.1 million. GBP1.5 million was paid in cash on acquisition. The deferred consideration of GBP0.6 million is payable in the third quarter of 2019, subject to certain trading targets being met in the twelve month period ending on 31 July 2019.

On 2 August 2018 Macfarlane Group UK Limited also acquired 100% of the issued share capital of Harrisons Packaging Limited for a consideration of approximately GBP2.8 million. GBP1.8 million was paid in cash on acquisition. The deferred consideration of GBP1.0 million is payable in the third quarter of 2019, subject to certain trading targets being met in the twelve month period ending on 2 August 2019.

The contingent considerations are recognised as a liability in trade and other payables and are remeasured to fair value of GBP1.6 million at the balance sheet date based on a range of outcomes between GBPNil and GBP1.6 million. Trading in the post-acquisition period to 31 December 2018 supports the remeasured value of GBP1.6m.

On 21 September 2017, Macfarlane Group UK Limited acquired the packaging business and selected assets of Greenwoods Stock Boxes Limited and 100% of Nottingham Recycling Limited, for a consideration of approximately GBP17.2 million. GBP7.97 million was paid in cash and GBP6.0 million settled by the issue of shares on acquisition. The deferred consideration of GBP3.25 million was paid in 2018.

In 2016, Macfarlane Group PLC acquired 100% of Nelsons for Cartons & Packaging Limited for a consideration of GBP7.2 million. GBP4.7 million was paid in cash and GBP1.0 million settled by the issue of shares on acquisition. Of the total deferred consideration of GBP1.5 million, GBP0.75 million was paid in 2017 and GBP0.75 million paid in 2018.

The impact of the acquisitions on the 2018 results is set out in the Strategic Report on page 3.

All the businesses are part of the Packaging Distribution segment. Goodwill arising on these acquisitions is attributable to the anticipated future profitability of the distribution of Group product ranges and anticipated operating synergies from future combinations of activities with the Packaging Distribution network.

Fair values assigned to net assets acquired and consideration paid and payable are set out below:-

 
                                           Tyler                    Previous 
                                       Packaging    Harrisons         Years' 
                                     (Leicester)    Packaging   Acquisitions         2018         2017 
                                          GBP000       GBP000         GBP000       GBP000       GBP000 
  Net assets acquired 
  Other intangible assets                    814        1,298              -        2,112        9,185 
  Property, plant and equipment               17           68              -           85          712 
  Inventories                                 92          191              -          283        1,109 
  Trade and other receivables                437          394              -          831        2,736 
  Cash and bank balances                     916          817              -        1,733          625 
  Trade and other payables                 (451)        (624)              -      (1,075)      (1,179) 
  Current tax liabilities                   (78)         (83)              -        (161)         (12) 
  Finance lease liabilities                    -         (12)              -         (12)            - 
  Deferred tax liabilities                 (138)        (233)              -        (371)      (1,587) 
 
  Net assets acquired                      1,609        1,816              -        3,425       11,589 
  Goodwill arising on acquisition            524        1,022              -        1,546        5,627 
 
  Total consideration                      2,133        2,838              -        4,971       17,216 
 
  Contingent consideration 
   on acquisitions 
  Current year                             (600)      (1,000)              -      (1,600)      (3,250) 
  Prior years                                  -                       4,000        4,000          996 
 
  Shares                                       -            -              -            -      (6,000) 
 
  Total consideration                      1,533        1,838          4,000        7,371        8,962 
 
  Net cash outflow arising 
   on acquisition 
  Cash consideration                     (1,533)      (1,838)        (4,000)      (7,371)      (8,962) 
  Cash and bank balances acquired            916          817              -        1,733          625 
 
  Net cash outflow                         (617)      (1,021)        (4,000)      (5,638)      (8,337) 
 
 
 
9. Notes to the cash flow statement                             2018     2017 
                                                              GBP000   GBP000 
 
         Operating profit after exceptional items             11,695   10,089 
         Adjustments for: 
            Amortisation of intangible assets                  2,244    1,580 
            Depreciation of property, plant and equipment      1,593    1,391 
            Loss/(gain) on disposal of property, plant and 
             equipment                                          (32)        5 
 
         Operating cash flows before movements in working 
          capital                                             15,500   13,065 
 
            Increase in inventories                          (1,192)  (1,370) 
            Decrease/(increase) in receivables                 2,183  (1,163) 
            Increase in payables                                 122    1,570 
            Adjustment for pension scheme funding            (2,352)  (3,285) 
 
         Cash generated by operations                         14,261    8,817 
            Income taxes paid                                (1,882)  (1,855) 
            Interest paid                                      (547)    (480) 
 
         Cash inflow from operating activities                11,832    6,482 
 
 
 
  Movement in net debt 
         Increase in cash and cash equivalents                                             2,598        83 
         Decrease/(increase) in bank borrowings                                          (1,423)       860 
         Finance leases inherited on acquisition                                            (12)         - 
         Repayment of obligations under finance leases                                       253       455 
 
         Movement in net debt in the year                                                  1,416     1,398 
         Opening net debt                                                               (14,675)  (16,073) 
 
         Closing net debt                                                               (13,259)  (14,675) 
 
         Net debt comprises: 
         Cash and cash equivalents in statement of cash 
          flows                                                                            4,611     2,013 
         Bank borrowings                                                                (17,769)  (16,346) 
 
         Net bank debt                                                                  (13,158)  (14,333) 
         Obligations under finance leases Due within one 
          year                                                                             (101)     (245) 
                                                                 Due outwith one year          -      (97) 
 
         Closing net debt                                                               (13,259)  (14,675) 
 
 

Cash and cash equivalents (which are presented as a single class of asset on the face of the balance sheet) comprise cash at bank and other short-term highly liquid investments with maturity of three months or less.

   10.       Pension scheme 

Macfarlane Group PLC sponsors a defined benefit pension scheme for certain active and former UK employees - the Macfarlane Group PLC Pension & Life Assurance Scheme (1974) ("the scheme").

The scheme is administered by a separate Board of Trustees composed of employer nominated representatives and member nominated Trustees and is legally separate from the Group. The assets of the scheme are held separately from those of the Group in managed funds under the supervision of the Trustees. The Trustees are required by law to act in the interest of all classes of beneficiary in the scheme and are responsible for investment policy and the day-to-day administration of benefits. The scheme was closed to new entrants during 2002.

The scheme provides qualifying employees with an annual pension of 1/60 of pensionable salary for each completed year's service on attainment of a normal retirement age of 65. Pensionable salaries were frozen for the remaining active members at the levels current at 30 April 2009 with the change taking effect from 30 April 2010 and as a result no further salary inflation applies for active members who remained in the scheme. Active members' benefits also include life assurance cover, albeit the payment of these benefits is at the discretion of the scheme's Trustees.

On withdrawing from active service a deferred member's pension is revalued from the time of withdrawal until the pension is drawn. Revaluation in deferment is statutory and since 2010 has been revalued on the Consumer Price Index ("CPI") measure of inflation. Revaluation of pensions in payment is a blend of fixed increases and inflationary increases depending on the relevant periods of accrual of benefit. For pensions in payment, the inflationary increase is currently based on the Retail Price Index ("RPI") measure of inflation or based on Limited Price Indexation ("LPI") for certain defined periods of service.

During 2012, Macfarlane Group PLC agreed with the Board of Trustees to amend benefits for pensioner, deferred and active members in the defined benefit pension scheme by offering a Pension Increase Exchange ("PIE") option for deferred and active members at retirement after 1 May 2012.

Balance sheet disclosures

The fair value of scheme investments, the present value of scheme liabilities and expected rates of return are based on the results of the actuarial valuation as at 1 May 2017, updated to the year-end.

 
                                                2018      2017      2016      2015      2014 
                                              GBP000    GBP000    GBP000    GBP000    GBP000 
         Investment class 
         Equities                             16,025    17,694    17,112    16,788    15,893 
         Multi-asset diversified 
          funds                               17,512    21,533    21,509    25,476    18,541 
         Liability-driven investment 
          funds                               28,379    28,534    26,532    14,107    22,195 
         Bonds                                     -         -         -    11,119    11,263 
         Secured property income 
          fund                                 7,112     6,606         -         -         - 
         European loan fund                    6,645     6,562     6,334         -         - 
         Other (cash and similar 
          assets)                                154        31     6,321       303        98 
 
         Fair value of scheme investments     75,827    80,960    77,808    67,793    67,990 
         Present value of scheme 
          liabilities                       (85,592)  (92,783)  (92,345)  (79,311)  (81,863) 
 
         Scheme deficit                      (9,765)  (11,823)  (14,537)  (11,518)  (13,873) 
         Related deferred tax asset 
          (see note 11)                        1,660     2,010     2,471     2,073     2,775 
 
         Net pension scheme liability        (8,105)   (9,813)  (12,066)   (9,445)  (11,098) 
 
 

The Trustees review the investments of the scheme on a regular basis and consult with the Company regarding any proposed changes to the investment profile. Liability-Driven Investment Funds are intended to provide a match of 100% against the impact of movements in inflation on pension liabilities and a match of 80% against the impact of movements in interest-rates on pension liabilities. During 2018, an additional diversified growth fund was introduced to the portfolio and the funds with an existing diversified growth fund were reduced.

The ability to realise the Scheme's investments at, or close to, fair value was considered when setting the investment strategy. 82% of the Scheme's investments can be realised at fair value on a daily or weekly basis. The remaining assets have monthly or quarterly liquidity, however, whilst the income from these helps to meet the Scheme's cash flow needs, they are not expected to require to be realised at short notice.

The present value of the scheme liabilities is derived from cash flow projections over a long period of time and is thus inherently uncertain.

The scheme's liabilities were calculated on the following bases as required under IAS 19:

 
  Assumptions                       2018        2017        2016        2015        2014 
 
  Discount rate                    2.80%       2.50%       2.70%       3.70%       3.50% 
  Rate of increase in salaries     0.00%       0.00%       0.00%       0.00%       0.00% 
  Inflation assumption (RPI)       3.30%       3.30%       3.30%       3.10%       3.00% 
  Inflation assumption (CPI)       2.30%       2.30%       2.30%       2.10%       2.10% 
 
  Life expectancy beyond normal retirement date of 
   65 
  Male                           23.5 years  23.7 years  22.8 years  22.7 years  22.7 years 
  Female                         25.7 years  25.7 years  25.3 years  25.3 years  25.1 years 
 

In 2018, the Directors have made the judgement that the estimated effect of GMP equalisation on the Group's pension liabilities is a past service cost in respect of pensionable service between 1990 and 1997. The average uplift for GMP service for impacted members has been reflected through the consolidated income statement as an exceptional item as set out in note 3, with any subsequent changes in the estimate to be recognised in other comprehensive income. This treatment is based on the fact that the reported pension liabilities for the scheme as at 31 December 2017 did not include any amount in respect of GMP equalisation.

 
                                   2018      2017       2016      2015       2014 
  Movement in scheme deficit     GBP000    GBP000     GBP000    GBP000     GBP000 
 
  At 1 January                 (11,823)  (14,537)   (11,518)  (13,873)   (15,896) 
  Current service costs           (120)     (105)       (95)     (152)      (126) 
  Past service costs for 
   GMP equalisation               (330)         -          -         -          - 
  Employer contributions          2,802     3,390      3,001     2,834      5,480 
  Net finance cost                (262)     (348)      (373)     (438)      (594) 
  Remeasurement of pension 
   scheme liability                (32)     (223)    (5,552)       111    (2,737) 
 
  At 31 December                (9,765)  (11,823)   (14,537)  (11,518)   (13,873) 
 
 

Funding

UK pension legislation requires that pension schemes are funded prudently. Following the triennial actuarial valuation of the scheme at 1 May 2017, the Company agreed a new schedule of contributions with the Pension Scheme Trustees, which assumed a recovery plan period of 7 years. The next triennial actuarial valuation is due at 1 May 2020.

 
                                                        2018     2017 
  Movement in fair value of scheme investments        GBP000   GBP000 
 
  Scheme investments at start of period               80,960   77,808 
  Interest income                                      1,987    2,065 
  Return on scheme investments (excluding interest 
   income)                                           (4,143)    3,730 
  Contributions from sponsoring companies              2,802    3,390 
  Contribution from scheme members                        72       72 
  Benefits paid                                      (5,851)  (6,105) 
 
  Scheme investments at end of period                 75,827   80,960 
 
 
 
                                                                 2018      2017 
  Movement in present value of scheme liabilities              GBP000    GBP000 
 
  Scheme liabilities at start of period                      (92,783)  (92,345) 
  Current service cost                                          (120)     (105) 
  Past service costs for GMP equalisation                       (330)         - 
  Interest cost                                               (2,249)   (2,413) 
  Contribution from scheme members                               (72)      (72) 
  Changes in assumptions underlying the scheme liabilities      4,111   (3,953) 
  Benefits paid                                                 5,851     6,105 
 
  Scheme liabilities at end of period                        (85,592)  (92,783) 
 
 

Sensitivity to key assumptions

The key assumptions used for IAS 19 are discount rate, inflation and mortality. If different assumptions were used, then this could have a material effect on the results disclosed. Assuming all other assumptions are held static then a movement in the following key assumptions would affect the level of the deficit as shown below:-

 
                                                      2018     2017 
           Assumptions                              GBP000   GBP000 
 
         Discount rate movement of +0.1%             1,369    1,485 
         Inflation rate movement of +0.1%            (436)    (473) 
         Mortality movement of +0.1 year in age 
          rating                                       257      278 
 

Positive figures reflect a reduction in the scheme liabilities and therefore a reduction in the scheme deficit. The sensitivity information has been prepared using the same method as adopted when adjusting the results of the latest funding valuation to the balance sheet date and is consistent with the approach adopted in previous years.

All sensitivity information assumes that the average duration of Scheme liabilities is seventeen years.

 
11. Deferred tax                                               2018     2017 
                                                             GBP000   GBP000 
 
         At 1 January                                         (641)    1,181 
         Acquisitions                                         (371)  (1,587) 
         Charged in income statement (see note 5)             (136)    (273) 
         Credited/(charged) in other comprehensive income 
          Remeasurement of pension scheme liability               6       38 
 
         At 31 December                                     (1,142)    (641) 
 
         Deferred tax assets 
         On retirement benefit obligations (see note 10)      1,660    2,010 
         Corporation tax losses                                 191      397 
 
         Disclosed as deferred tax assets                     1,851    2,407 
 
         Deferred tax liabilities 
         On accelerated capital allowances                    (199)    (231) 
         On other intangible assets                         (2,794)  (2,817) 
 
         Disclosed as deferred tax liabilities              (2,993)  (3,048) 
 
 
 
         At 31 December                                     (1,142)    (641) 
 
 

A reduction in the UK corporation tax rate to 17% effective from 1 April 2020 was substantively enacted on 6 September 2016. This will reduce the Company's future current tax charge. Deferred tax assets and liabilities have been calculated based on this rate.

 
12. Share capital                                 2018     2017 
                                                GBP000   GBP000 
         Allotted, issued and fully paid: 
         At 1 January                           39,387   34,084 
         Issued during the year                      -    5,303 
 
         At 31 December                         39,387   39,387 
 
         Share premium 
         At 1 January                           12,975    4,641 
         Issue of new shares during the year         -    8,697 
         Expenses of share issue                     -    (363) 
 
         At 31 December                         12,975   12,975 
 
 

The Company has one class of ordinary shares of 25p each, which carry no right to fixed income. Each ordinary share carries one vote in any General Meeting of the Company.

On 18 September 2017, the Company announced a placing of 12,121,212 ordinary shares at a price of 66p per share for a total value of GBP8,000,000. These shares were admitted to the Official List of the London Stock Exchange on 21 September 2017. On 21 September 2017, the Company's subsidiary, Macfarlane Group UK Limited acquired the trade, goodwill and selected assets of the packaging business of Greenwoods Stock Boxes Limited and the whole of the issued share capital of Nottingham Recycling Limited. As part of the initial consideration, the Company issued 9,090,909 ordinary shares at a value of 66p per share as non-cash consideration to the Vendors, an effective value of GBP6,000,000. These shares were also admitted to the Official List of the London Stock Exchange on 21 September 2017.

   13.       Related party transactions 

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed.

Details of individual and collective remuneration of the Company's Directors and dividends received by the Directors for calendar year 2018 will be disclosed in the Group's 2018 Annual Report and Accounts.

The directors are satisfied that there are no other related party transactions occurring during the year which require disclosure.

   14.       Posting to shareholders and Annual General Meeting 

The Annual Report and Accounts will be sent to shareholders on Wednesday 3 April 2019 and will be available to members of the public at the Company's Registered Office from Friday 5 April 2019.

The Annual General Meeting will take place at the Double Tree by Hilton Hotel, Cambridge Street Glasgow G2 3HN at 12 noon on Tuesday 14 May 2019.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

FR SEEEESFUSESE

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