I G D E S I G N G R O U P P L C A N N U A L R E P O R T A N D F I N A N C I A L S T A T E M E N T S 2 0 1 7 design is at the heart of everything we do. ANNUAL REPORT AND FINANCIAL STATEMENTS 2017 We transform paper and a whole lot more into products that help celebrate life’s special occasions and turn them into memories. We are proud to serve the best retailers around the globe with a complete end-to-end service from design to distribution. We are IG Design Group plc FUN FACT Last year we sold almost 1 billion stickers Enough to cover the London Gherkin many times over 1 billionstickersFUN FACTLast year we sold almostEnough to cover the London Gherkin many times over What’s inside Overview A summary of the Company’s progress and highlights of our performance for 2016/17. 02 Our figures 03 Operational highlights Strategic report A review of the Company’s strategy with a more detailed look at activity during the financial year together with its risk management. Governance Information on how the Company is governed and activities of the Board. Financials – Group The Group financial statements and comprehensive notes covering the year ended 31 March 2017. 04 Chief Executive Officer’s review 12 Where we operate 14 Business model 16 Our strategy 18 Financial review 27 Risk management 30 Corporate, social and environmental responsibility 32 Board of Directors 34 Chairman’s corporate governance review 37 Directors’ remuneration report 42 Directors’ report 44 Statement of Directors’ responsibilities 45 Independent auditor’s report 46 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 51 Notes to the consolidated financial statements Financials – Company The Company financial statements and comprehensive notes covering the year ended 31 March 2017. 89 Company balance sheet 90 Company statement of changes in equity 91 Company cash flow statement 92 Notes to the Company financial statements Additional information 103 Advisers 01 IG Design Group plcAnnual report and financial statements 2017Overview Our figures 02 Profit before tax, exceptional items and LTIP (£million)(a) Underlying diluted earnings per share (pence)(b) +51% on 2016 16.3 +38% on 2016 18.2 10.8 9.2 7.6 13.2 11.5 8.4 2014 2015 2016 2017 2014 2015 2016 2017 Cash generated from operations (£million) Net cash/(debt) (£million) +52% on 2016 20.7 17.9 15.2 31.5 (36.9) (29.4) (17.5) 3.0 2017 117% improvement on 2016 2016 2015 2014 2015 2016 2017 2014 (a) Profit before tax stated after exceptional items of £1.1 million (2016: £nil) and LTIP charges of £2.2 million (2016: £0.9 million) is £13.0 million (2016: £9.9 million). (b) Fully diluted earnings per share is stated after exceptional items of 0.4p (2016: nil) and LTIP charges of 2.8p (2016: 1.2p) is 15.0p (2016: 12.0p). IG Design Group plcAnnual report and financial statements 2017 Operational highlights Profits(a) in the US based business up 56% in local currency, through organic growth including a first full year’s payback on recent capital investments in manufacturing, and the successful integration of The Lang Group of Companies Winning a significant three-year commitment for the supply of greetings cards to Australia’s largest discount chain Excellent revenue and profits growth across all channels of business in Continental Europe Record levels of gift bag and greetings cards production in China A year of strong growth in the Celebrations product category in the UK. The unification of our three businesses under one overall leadership team will underpin future profits growth across all product categories (a) Profit before tax, exceptional items and LTIP charges. 03 IG Design Group plcAnnual report and financial statements 2017Overview Chief Executive Officer’s review A record year of financial progress. Paul Fineman Chief Executive Officer I am delighted to report a year of very strong overall progress with record sales revenues, increased gross margins and excellent operating cash flow. Our diversified yet increasingly cohesive Group continues to leverage its global scale whilst utilising local expertise. This has resulted in excellent profit and earnings per share growth, fuelling increased shareholder returns and enabling us to initiate further fast payback investment to sustain incremental future progress. During a year when sales increased by 31% to £311.0 million, profit before tax, exceptional items and LTIP charges increased by 51% to £16.3 million. Profit before tax increased by 32% to £13.0 million. Net debt reduced by a very satisfactory 117% from £17.5 million in 2016 to being cash positive by £3.0 million in 2017, once again reflecting the effectiveness of our focus on converting profit into cash and the highly cash generative dynamics within our business. Fully diluted earnings per share (pre-exceptional items and LTIP charges) are up by 38% on the prior year, to 18.2p (2016: 13.2p). After allowing for exceptional items and LTIP charges, diluted earnings per share was up by 25% to 15.0p (2016: 12.0p). With year-end leverage now eliminated, our focus has been on average leverage and we have successfully improved this from 3.2x EBITDA in 2016 to 2.3x in 2017, beating our target of 2.5x two years ahead of plan. The combination of reduced leverage and significant cash generation has underpinned an 80% increase in dividend payments from a level of 2.5p for 2015/16 to a total of 4.5p for 2016/17. Having very successfully enhanced and contemporised our manufacturing facilities in Holland and the UK in prior years, we can report that the next phase of creating a “state of the art” gift wrap manufacturing platform has been completed on time and on budget in the USA, where we have installed new gift wrap converting facilities. This investment will underpin our ability to drive further growth opportunities. Reconciliation to underlying measures Profit before tax Exceptional items LTIP charges Underlying profit 2017 £m 13.0 1.1 2.2 16.3 2016 £m 9.9 — 0.9 Fully diluted EPS Cost per share on exceptional items Cost per share on LTIP charge 10.8 Underlying EPS 2017 15.0p 0.4p 2.8p 18.2p 2016 12.0p — 1.2p 13.2p 04 IG Design Group plcAnnual report and financial statements 2017 FUN FACT Last year we sold almost 1 billion metres of gift wrap That’s enough to go from Earth to the Moon and back Chief Executive Officer’s review continued 2016/17 has been a year of exceptional progress as illustrated by some of the highlights below: Underlying profit(a) before tax increased by 51% to £16.3m Operating cash flow increased to £31.5m from £20.7m in 2016 Cash generation up 52% resulting in being debt free at year end Average leverage(a) reduced by 28% from 3.2x in 2016 to 2.3x in 2017 Non‑UK revenues by customer destination are 73% of total Group revenues Capital expenditure projects in USA, UK and China completed on time and on budget Our Group has delivered a 2.3% gross margin(b) increase whilst sustaining a highly competitive offering A further year of record production levels, together with an excellent service record, from all of our manufacturing facilities Our award winning rebranding campaign captures our global scale and expertise (a) Stated before exceptional items and LTIP charges. See reconciliation table on page 4. (b) Stated before exceptional items. Statutory gross margin was 20.1%. 06 IG Design Group plcAnnual report and financial statements 2017 Geographical highlights Our unique blend of creativity and reliability results in teams focusing on customer channels, supported by experts deployed in core product categories. This product expertise is shared across all Group companies thereby leveraging design, product development and innovation across our global customer base. UK and Asia With sales volumes and value at record levels, our UK and Asia business accounted for 37% (2016: 46%) of our Group’s revenue for the year, reflecting even larger growth outside of the UK. We enjoyed a particularly successful year within our Celebrations products categories with sales underpinned by an excellent manufacturing performance from our gift wrap manufacturing operation in Wales and card, bag and cracker production facility in Huizhou, China. Building on the success of our recent investment in state of the art printing technology, we have further enhanced our capability by introducing new and leading edge finishing capability enabling us to cost effectively provide very attractive, innovative and market leading products to our customers and their consumers. We were delighted that our continued progress was acknowledged when we received European Flexographic Industry Association (EFIA) awards for sustainable manufacturing and technical innovation. With a track record of well implemented and fast payback capital investment projects, we are pleased to have identified further opportunities to enhance our capability, improve efficiency and strengthen our market presence. Having already established a new channel of activity through the supply of bags produced in our facilities in China, 2017/18 will see our first UK manufactured “retail collateral” products, including bags produced for fashion and beauty retailers to provide to their customers. There remain opportunities to improve sales and margins of our design-led stationery, creative play and gifting products, which are well established across all channels in the UK but not currently performing at their full potential. To address this, and reflecting the growing cohesiveness across our businesses, the year saw the union of our three UK based businesses under one overall leadership team. Combining the resources of these businesses, where advantageous to do so, enables us to present a unified set of product and supply solutions to our total customer base, leverage our scale across all areas of our activities and utilise the strengths and deep knowledge that our respective teams possess. Whilst our share of the UK market for gift packaging is substantial, there remains scope for profitable growth, across this and all other categories – both online and through “bricks and mortar” retailers as well as through a broad network of regional groups and independent stores. We continue to embrace the changing dynamics in the UK marketplace and have achieved growth by: • providing innovative, broad and compliant ranges of manufactured and outsourced products; • a flexible approach to creating bespoke products, as well as our own generic and licensed brands; • meeting the needs of the rapidly expanding Pan-European discounters; • providing highly attractive products created for the specialist £1 only retail multiples; • expanding our business with new and existing online customers; • delivering value and innovation tailored for the traditionally dominant grocery multiples; and • developing new, adjacent categories, including the development of “retail collateral” products. Our activities are underpinned by our team of experts based in the UK and also within our sourcing and manufacturing operations based in Hong Kong and throughout China, who have further continued to maintain their track record of delivering a standard of service that encourages the ongoing loyalty of our large customer base. Mainland Europe Our business in Mainland Europe accounted for 14% (2016: 14%) of the Group’s sales. Mirroring the polarisation of buying power within Continental Europe, we have focused on “working with the winners” and, in particular, with the retail groups enjoying strong market share. We are now trading with each of Europe’s top ten retail groups within our product categories, having established strong trading relationships with many of them for a considerable number of years. As in the UK, our excellent track record of well executed capital investment programmes has given us the confidence to commit to a further state of the art printing press, which will provide further opportunities for efficiency and growth, underpinning our competitive market position for the future. Our investment has not only focused on gift wrap manufacturing, but in our talented team who outsource design-led and constantly refreshed, innovative products to provide our customers with an exciting and on-trend value added offering. 07 IG Design Group plcAnnual report and financial statements 2017Strategic report Chief Executive Officer’s review continued Australia Our business in Australia accounted for 11% of overall Group sales (2016: 12%). A year of significant investment across all aspects of our Australian business saw the appointment of David Birch as CEO. We are delighted that we will continue to benefit from the input and experience of the business’ founder – Frank Pynakker – who will continue with the business in the role of Chairman. We were very pleased to have won a three-year contract for the supply of greetings cards to Australia’s largest discount retailer, which compensated to some degree for headwinds with more commoditised Christmas product. This exciting opportunity required investment in infrastructure and in-store fixturing and we look forward to seeing the benefits of this begin to flow through during the coming year. We believe that this opportunity provides economies of scale that put us in an excellent position to further grow our market share in the higher margin product category of single greetings cards. Our business provides our customers with a product offering which is a compelling blend of great design and value for money and for many, we are increasingly seen as a “one-stop shop” supplier and a natural partner of choice. This has been well illustrated by the successful growth of our partyware products, which are delivered alongside other generic and licensed brands of Celebrations categories, including cards and gift packaging. Our products and brands As appropriately captured in the re-naming of our Group as “IG Design Group plc”, design is at the heart of everything we do and, as always, design is not only applicable to the aesthetic appeal of our products, but to every aspect of our business. Whilst we have made important strides in deploying the collective expertise and scale that exists across our Group, we are mindful that local knowledge and understanding is vital in ensuring commercial success. We were therefore particularly sensitive to the importance of preserving local identity and culture during the transition to “IG Design Group.” It was extremely gratifying that our efforts were acknowledged in our winning the Gold prize for the implementation of a global rebrand at the prestigious Transform Europe Awards 2017. The Award reflected our imaginative campaign to “bind” our businesses together under one Group-wide “umbrella”. To celebrate this transformation and to capture the essence of our products and activities throughout the world, our “Smiling Jigsaw Project” brought together nearly a thousand members of our team who applied their creative talents to individual puzzle pieces to form a giant image, and, in doing so, helped to raise contributions to worthy charitable causes worldwide. We have evolved into a diversified, multi-category, multi-channel and multi-product producer and supplier with our activities and sales generated across three core categories. “Celebrations”, including gift packaging, greetings and partyware products contribute 75% of our sales, “Stationery and Creative Play”, including home, school and office products, are 15% of our sales, and “Gifting”, our design-led giftware products category amounts to 10% of our sales. We estimate that over half a billion items have been manufactured, sourced and delivered to our customers during the year, of which 46% – £144.5 million sales carry our Group’s generic and licensed brands. We were especially pleased to sustain double-digit growth momentum in Poland and Slovakia, underpinned by our strong trading partnerships with those major retail groups in Western Europe who have expanded into these fast growing markets in central Europe, as well as with local companies. Americas In the USA, our business has grown its share of overall Group sales to 38% (2016: 28%) reflecting organic sales growth across all channels as well as the acquisition and successful integration of the Lang Group of Companies (“Lang”). With significant change in the leadership structure of our US business during 2015, our now established team delivered major top line and bottom line growth and identified further opportunities throughout all areas of our business. Our team outperformed against each and every metric that was set, with organic sales growth achieved across all channels, totalling 27% and with stronger foundations laid for future sales and profits growth through enhanced commercial and operational capability. Having integrated Lang within our US business, we have now begun to exploit the synergy opportunities that were identified and are on course to meet the planned outcomes of this exciting acquisition. Our continued and enhanced understanding of growth opportunities within our established and new customer base is supported by our commercially focused creative team and the year has seen the expansion of our product offering to include design coordinated ranges of partyware, giftware, celebrations and stationery products to both regional and national retailers. We are also very encouraged with the momentum in sales growth achieved with our Creative Play products and see considerable scope for expansion not only within the Americas, but across all of the Group’s markets. 08 IG Design Group plcAnnual report and financial statements 2017 KEY FACT A blueprint for success Design is at the heart of everything we do Fold in along the dotted lines to make creases and fold back Fold in along the dotted line Fold in along the dotted line Fold in along the dotted lines Fold backward along the dotted lines Fold backward along the dotted lines Finished! 9 IG Design Group plcAnnual report and financial statements 2017Strategic report Design remains the “common thread” that binds our businesses together. This is reflected in the significant variety of products that we manufacture and source, all of which are carefully designed to optimise consumer, customer and commercial appeal. Paul Fineman Chief Executive Officer 10 IG Design Group plcAnnual report and financial statements 2017 Chief Executive Officer’s review continued Our strategy As has been the case in recent years, our strategic objectives are reviewed and refined on a regular basis. Fundamentals have remained consistent and essential to the Group’s recent years of growth and success. Please refer to pages 16 and 17 which highlight our strategies and progress against them during the year. Our team It is very evident that the Group’s overall success serves to fuel even greater determination from our team throughout the Group to continue to drive our business forward and to meet and beat new goals and objectives. The passion, talent and ambition of our team has enabled us to deliver ongoing overall improvement in performance in highly competitive markets and, once again, it is my privilege and pleasure to thank all of my colleagues for their tremendous efforts during what has been an excellent year. t h e n e e d p l e y e o e e t h Givin g o u r p kno wle d g Achieve m position in gift p arket le a a c k d i n s s e n i s u b g n i c n a l a B r u o Our strategic themes a g g i n g F a o n c d u s o n C r e a t i v e P la y S t a t i o n e r y L e v e r a e x p ging Group ertise g v alu able n s hips r i n e l a ti o t N u r u r The future Recent years of strong cash generation have been achieved whilst simultaneously investing in state of the art capital equipment. We are pleased to have identified further opportunities across our business for investment in manufacturing, infrastructure, commercial initiatives and in people. This will enable us to continue to grow profitably whilst providing our worldwide customer base with a complete and highly competitive service, our unique blend of creativity and reliability spanning design and distribution. We are excited by the fact that there remains considerable scope for further progress across all aspects of the business and are confident that we have the team, agility and the strategy to deliver further success, both organically and through well considered acquisitions. Together our team round the world, will continue to provide the world’s biggest retailers with a design-focused multi-category offering and by doing so, strive to create value for all stakeholders through a highly cash-generative business built on diversified income streams across broad categories and markets. Paul Fineman Chief Executive Officer 26 June 2017 09 IG Design Group plcAnnual report and financial statements 2017Strategic report FUN FACT Last year we sold over 70 million gift bags That’s enough for 1 in 100 people in the world Operational summary Group UK and Asia • Group sales up £74.0 million (31%), of which £29.9 million (11%) is organic at like-for-like exchange rates (see table below) • Non-UK revenues by customer destination now 73% • A record year of sales of gift bags • A 100% on time in full delivery and single greetings cards • On time and on budget installation of new gift wrap finishing capability – “Cast and Cure” of crackers manufactured for the Christmas season • Production of gift bags and greetings cards reached record levels • Successful launch of Paw Patrol • Enhanced manufacturing efficiencies • Gross margin before exceptional licensed products items increased 2.3% • Profit before tax, exceptional items and LTIP increased to £16.3 million (up 51%) • Cash generated from operations was up 52% to £31.5 million • Average leverage reduction from 3.2 times to 2.3 times (28%)(a) • Underlying(a) fully diluted earnings per share up from 13.2p to 18.2p (38%) • Dividend up 80% from 2.5p to 4.5p, proposed final dividend of 2.75p • Enlarged business with online e-tailers and distributors • Improved leverage of Group scale through a Pan-European approach to materials sourcing and collaborative sharing of technical expertise • Unification of three UK businesses under one leadership team through fast payback investment in semi-automated processes • Ongoing focus on quality control and quality assurance standards meeting the world’s largest retailers and licensors’ needs • Product sourcing and quality control capability managed through teams in Hong Kong and three China based operating hubs • A cohesive and collaborative Group-wide approach to third party sourcing Americas Mainland Europe Australia • Record sales and trading profit levels • Successful acquisition and integration of the Lang Group of Companies • Highest ever profitability in Europe despite significant dollar/euro foreign exchange headwinds • The replacement and upgrading of gift wrap converting facilities delivers a full year of enhanced manufacturing efficiencies • Commercially focused design and product innovation, combined with excellent customer service, facilitates sales growth in all channels • Significant further momentum within the Creative Play product category • A record year of gift wrap manufacturing volumes • Continued fast payback of investment recently made in gift wrap manufacturing capability • Sales growth continues to be strong in Poland and Slovakia • Incremental sales growth in non-gift packaging categories fuels enhanced future growth prospects • Won a large, new three-year contract to supply Australia’s largest discounter with single greetings cards • Appointment of new CEO, whilst retaining the business’ founder as Chairman, lays foundations for future growth • New regional showroom and marketing facilities now established • Successful deployment of dedicated Far East based sourcing team Sales Underlying profit before tax(a) 2016 £m 237.0 10.8 Growth Organic(b) £m Acquisitions £m Exchange £m 29.9 11% 2.7 21% 20.4 8% 0.6 6% 23.7 12% 2.2 24% (a) Underlying measures are reported before exceptional items and LTIP charges (see reconciliation table on page 4). (b) At like-for-like exchange rates. 2017 £m 311.0 31% 16.3 51% 11 IG Design Group plcAnnual report and financial statements 2017Strategic report Where we operate We’re truly international, with 10,000 customers selling our products through over 200,000 stores across more than 80 countries, we enjoy considerable market presence around the world. Focused on our three major product categories of Celebrations, Stationery and Creative Play, and Gifting, we leverage our Group size and expertise whilst retaining local market knowledge and relationships through our local businesses. in-store manufacture D N D -T O - E E N £33.6m Australia £45.5m Europe £114.1m UK & Asia GROUP REVENUE BY BUSINESS UNIT £117.8m Americas 42% USA 11% Australia 27% UK 18% Europe 2% Rest of World distribution design 12 IG Design Group plcAnnual report and financial statements 2017 in-store manufacture This blend of global scale and local knowledge allows us to offer our customers a high quality one-stop shop solution from small independents to large multinational retailers and e-tailers. In addition to our own generic brands, our design-led product offerings include an excellent portfolio of licensed and customer bespoke products. D N D -T O - E E N £33.6m Australia £45.5m Europe £117.8m Americas £114.1m UK & Asia 11% Australia 42% USA GROUP REVENUE BY CUSTOMER DESTINATION 18% Europe 2% Rest of World 27% UK distribution design 13 IG Design Group plcAnnual report and financial statements 2017Strategic report Business model IG Design Group plc is a global manufacturer and distributor of design-led products for life’s important occasions. What we do Our business model What makes IG Design Group unique and able to do what we do We transform paper and a whole lot more into products that help celebrate life’s special occasions and turn them into memories. Our products are found within three core categories: 1 Celebrations: Gift packaging, greetings and partyware 2 Stationery and Creative Play: including home, school and office 3 Gifting: design-led gifts We supply our products to everyone from small local independent retailers to large international “multiples”, online e-tailers and more. We deliver all this through our local teams in each business unit, who combine their strong market knowledge, design and product expertise, to provide an end-to-end solution offering for our customers. 14 Quality, innovative design • Design is at the heart of everything we do • Each business unit has a dedicated design team, continuously innovating fresh designs, including generic, customer bespoke and licensed branded offerings • Our businesses can all access these great designs through our global design hub International operations and capability • We have operations in six countries and four continents, selling to over 80 countries • This allows us to know and understand different customer and supplier markets well • We are one of a very few in our industry with this scale, which is increasingly important as global retailers consolidate • Our multi-currency cost and sales base also acts as a natural hedge to currency fluctuations Fully empowered business units • Each business has local teams with expert knowledge of their markets • Business units have control over their operating decisions, working together across the Group where it is efficient and effective to do so • This helps ensure our products are relevant and on trend, whilst leveraging our global scale when it counts Trusted partner to our customers • Customers rely on our ability to deliver everything from small catalogue orders to large international programmes • We have a track record of delivering on-time and to high-quality standards • We offer everything from free on board, where the customer handles shipping, to merchandising solutions, where we put items into stores, depending on customer needs Manufacturing and sourcing expertise • We manufacture a number of our core products in-house, including gift wrap, crackers, bags and cards • Our manufacturing bases are in UK, China, USA, Netherlands and Poland • We continuously invest in our manufacturing process and have some of the most efficient production facilities in the industry • For the rest of our products, we create suitable designs and then work with carefully selected partners to produce them IG Design Group plcAnnual report and financial statements 2017 Our strategy How we use our business model to create value Our results The results of using our business model and delivering our strategy Our key focus points drive the Group forward and keep us reaching for the high standards and targets we set ourselves. 1 Achieve a market leading position in gift packaging 2 Focus on Stationery and Creative Play 3 Nurture valuable relationships 4 Leverage Group expertise 5 Balance our business 6 Give our people the knowledge they need We have had a strong year, making solid progress against all areas of strategic focus and delivering significant shareholder returns through sales growth and operating efficiencies. We have also focused on adding value to our wider stakeholder community: a great example of this was our Smiling Jigsaw Project, run alongside our Group-wide rebranding, which helped embed a real sense of one united team across the Group. To find out more on each of these areas, see the following sections: • Delivering on our strategic themes: pages 16 to 17 • Shareholder returns: pages 18 to 25 • Wider stakeholder engagement: pages 30 to 31 Managing risks The potential obstacles to achieving our objectives Delivering on our strategy to achieve a great result for our shareholders and wider stakeholder community is not without challenge. To find out more on the risks that we face and how we manage them see pages 27 to 29. 15 IG Design Group plcAnnual report and financial statements 2017Strategic report Our strategy Our key focus points drive the Group forward and keep us reaching for the high standards and targets we set ourselves. Themes Strategy Link to business model Progress in year KPI Achieve market leading position in gift packaging To be the world’s largest and most efficient designer and manufacturer in our core category of gift packaging Quality, innovative design • Commitment made to purchase a • Group sales in the Celebrations category Manufacturing and sourcing expertise further state of the art printing press in up 26% to £231.7 million Holland and bag assembly machinery for retail collateral products in the UK Focus on stationery and creative play To become an increasingly important and successful supplier of design-led stationery, creative play, giftware and related products in the markets in which we operate Quality, innovative design • Strong momentum in sales and • Stationery and Creative Play sales up 24% to £47.6 million Trusted partner to our customers innovation of “Kids Create” creative play products in US market under the Anker Play Product portfolio • Won Licensing Awards for “Delicious Art” product range – Anker Play Products • Giftware sales £31.7 million • Creative Play growth in the USA with opportunity to develop lines for sale to other countries Nurturing valuable relationships To nurture deep and mutually valuable relationships with our customers and suppliers across our core and associated product categories, growing our worldwide presence together Fully empowered operating units • Unification of three UK businesses to • Revenue up by £74.0 million (31%) from 2016 Trusted partner to our customers Manufacturing and sourcing expertise leverage relationships in all channels • Increased sales with 15 of 2016 top 20 customers, • Recently acquired Lang business up 17.4% on aggregate in USA integrated within existing US business To take every opportunity to share knowledge and exploit synergies across our business units, to leverage this efficient cost base and store of excellence through local entrepreneurial management teams focused on customer service, innovation and relevant products To improve our margins and the cash profile of our profitability by: • providing differentiated product offerings across the value, mass and upscale markets; and • balancing our business across geographies, seasons, brands and higher-margin product categories. To give our people the knowledge, tools and inspiration they need, to create value for the Group whilst pursuing their careers and goals Leveraging Group expertise Balancing our business Giving our people the knowledge they need 16 Fully empowered operating units • Now trading with over • Profit before tax, exceptional items and LTIP of Quality, innovative design Manufacturing and sourcing expertise 10,000 customers worldwide £16.3 million, up 51%(a) • Creation of Group-wide purchasing • Profit margin, before exceptional items, LTIP and product IT hub to leverage scale and tax up to 5.2% (2016: 4.5%)(a) and share knowledge International operations and capability • Record levels of cash generated from • £30.5 million of cash generated from operations, Trusted partner to our customers Manufacturing and sourcing expertise operations a 52% improvement on 2016 • “Everyday” product sales exceeded • Non-UK sales by customer destination are now 73% £100 million for the first time of Group revenue • Average leverage target of 2.5 times exceeded, two years early Fully empowered operating units • Group leadership forum • Fully diluted underlying earnings per share up 38% to 18.2p(a) • Rebranding to help leverage scale, expertise and best practice • Global implementation of rebranding wins Transform Europe Awards 2017 IG Design Group plcAnnual report and financial statements 2017 Achieve market leading position in gift packaging designer and manufacturer in our core category of gift packaging Manufacturing and sourcing expertise Focus on stationery and creative play To become an increasingly important and Quality, innovative design successful supplier of design-led stationery, creative play, giftware and related products in the markets in which we operate Trusted partner to our customers Leveraging Group expertise Balancing our business Giving our people the knowledge they need To take every opportunity to share knowledge and exploit synergies across our business units, to leverage this efficient cost base and store of excellence through local entrepreneurial management teams focused on customer service, innovation and relevant products profile of our profitability by: • providing differentiated product offerings across the value, mass and upscale markets; and • balancing our business across geographies, seasons, brands and higher-margin product categories. To give our people the knowledge, tools and inspiration they need, to create value for the Group whilst pursuing their careers and goals Trusted partner to our customers Manufacturing and sourcing expertise Fully empowered operating units Themes Strategy Link to business model Progress in year KPI To be the world’s largest and most efficient Quality, innovative design • Commitment made to purchase a • Group sales in the Celebrations category further state of the art printing press in Holland and bag assembly machinery for retail collateral products in the UK up 26% to £231.7 million • Strong momentum in sales and innovation of “Kids Create” creative play products in US market under the Anker Play Product portfolio • Won Licensing Awards for “Delicious Art” product range – Anker Play Products • Stationery and Creative Play sales up 24% to £47.6 million • Giftware sales £31.7 million • Creative Play growth in the USA with opportunity to develop lines for sale to other countries Nurturing valuable relationships To nurture deep and mutually valuable relationships with our customers and suppliers across our core and associated product categories, growing our worldwide presence together Fully empowered operating units Trusted partner to our customers Manufacturing and sourcing expertise • Unification of three UK businesses to leverage relationships in all channels • Revenue up by £74.0 million (31%) from 2016 • Increased sales with 15 of 2016 top 20 customers, • Recently acquired Lang business in USA integrated within existing US business up 17.4% on aggregate Fully empowered operating units • Now trading with over • Profit before tax, exceptional items and LTIP of Quality, innovative design Manufacturing and sourcing expertise 10,000 customers worldwide £16.3 million, up 51%(a) • Creation of Group-wide purchasing and product IT hub to leverage scale and share knowledge • Profit margin, before exceptional items, LTIP and tax up to 5.2% (2016: 4.5%)(a) To improve our margins and the cash International operations and capability • Record levels of cash generated from • £30.5 million of cash generated from operations, operations a 52% improvement on 2016 • “Everyday” product sales exceeded • Non-UK sales by customer destination are now 73% £100 million for the first time of Group revenue • Average leverage target of 2.5 times exceeded, two years early • Fully diluted underlying earnings per share up 38% to 18.2p(a) • Group leadership forum • Rebranding to help leverage scale, expertise and best practice • Global implementation of rebranding wins Transform Europe Awards 2017 (a) See reconciliation table on page 4. 17 IG Design Group plcAnnual report and financial statements 2017Strategic report Financial review We were cash positive at the year end after a year in which underlying profits(a) increased 51% and cash generated from operations reached £31.5 million. Anthony Lawrinson Chief Financial Officer Group performance Overall 2016/17 proved to be another very strong year for the Group despite some surprises impacting the macroeconomic backdrop. It was a year in which financial performance was excellent across nearly all our businesses but in which the operational groundwork was also laid to sustain our momentum. Profits(a) increased 51% and cash generated from operations was especially strong, reaching £31.5 million and resulting in the Group closing the year with net cash for the first time in well over a decade. Given this performance, we have again increased the dividend pay-out ahead of plan. It remains evident that we have opportunities to do better still and further investment opportunities to grow. Our Group continues to offer investors the resilience of a global portfolio, with different regions of strength advancing our financial performance each year, while we continuously manage change in others so that they may advance in their turn. Weaker sterling has of course boosted the translated value of overseas earnings and we made a small acquisition (The Lang Companies Inc or “Lang”) in the year, but even at constant exchange rates and excluding the acquisition, underlying profits(a) advanced by an impressive 21%, demonstrating real momentum. The Group’s diversity and ability to invest in future growth combines to drive sustained value creation for shareholders. Key achievements • Sales up 31% on prior year • (11% at constant exchange rates and excluding acquisition) Increased total dividend payable in respect of the year to 4.5p (2016: 2.5p) • Profit before tax, exceptional items and LTIP charges up 51% at £16.3 million (2016: £10.8 million Profit before tax was up 32% to £13.0 million (2016: £9.9 million) • Cash generated from operations up 52% at £31.5 million (2016: £20.7 million) • Fully diluted earnings per share before exceptional items and LTIP charges increased 38% to 18.2p (2016: 13.2p). Diluted earnings per share increased 25% to 15.0p (2016: 12.0p) • Net debt down £20.5 million from £17.5 million at 31 March of 2016 to a net cash balance of £3.0 million at 31 March 2017; average leverage down from 3.2 times EBITDA to 2.3 times, comfortably beating our target of 2.5 times, two years ahead of plan (a) Underlying profit is before tax, exceptional items and LTIP charges. See reconciliation table on page 4. 18 IG Design Group plcAnnual report and financial statements 2017 FUN FACT Last year we sold nearly 40 million colouring and writing instruments End to end, they would be nearly as long as the Great Wall of China Financial review continued The Group’s diversity and our ability to invest in future growth continues to drive sustained value creation for shareholders. After two years of strong progress, our UK businesses again increased turnover but overall sales and margin development in the categories of Stationery and Creative Play masked growth in the core Celebrations business. Our decision to accelerate the unification of our three UK based businesses and associated investment also pushed 2016/17 operating profits down. Likewise our Australian joint venture faced with increasingly commoditised Christmas business, elected instead to invest in and win more “Everyday” single card business, though this incurred set up costs in the process and pushed operating profits in that region down by 2% in local currency. Both areas now represent an excellent opportunity to improve profitability and margins in 2017/18. Of particular note is the appointment of a new CEO in our Australian joint venture at the beginning of April 2017 following the retirement of the Founder and 50% partner, who will retain his investment and take the role of non-executive Chairman in Australia after a short period of transition. By contrast, substantial growth in Europe was yet again sustained into 2016/17 with sales increasing by 13% and operating profits by an impressive 30% in local currency in this very polarised marketplace. The US business particularly stands out with excellent organic growth in sales of 27% yielding 25% improvement in profitability in local currency. Our investment in gift wrap converting equipment last year in the USA yielded a full year of efficiencies. Supplemented by the acquisition of Lang in the period, total profitability in the USA improved by 41% in local currency (and much more after translation into sterling). 20 Our watchword remains that “It’s not profit until it’s cash” and the operating cash flow generated by this improved profitability pushed us over the line into a cash-positive year-end close position. Average leverage is a more meaningful measure of the average indebtedness of the business relative to profitability and this reduced to average net debt of 2.3 times EBITDA, comfortably beating our goal of 2.5 times, two years ahead of our original plan. Acquisition and associated equity issue The Group acquired the Lang Group of Companies in Wisconsin, USA in June 2016. Lang is a design-led supplier of high-quality branded consumer home décor and lifestyle products. Lang is a natural fit with the Group, being a design-led company with complementary products and markets. There are natural synergy opportunities with the Group in sourcing and cross selling. While the purchase price was four times underlying EBITDA, the price paid was $3.4 million (£2.7 million) after adjustment in respect of working capital (further details can be found in note 31). The Group issued three million new shares during the year for aggregate net proceeds of £5.0 million to fund the acquisition of Land and associated working capital. Continuing operations Revenues for the year to 31 March 2017 were up 31% from £237.0 million in 2016 to £311.0 million. In essence, 8% of the increase related to the acquisition of Lang and 12% to exchange rates meaning that at constant exchange rates, the increase in organic revenues was still a pleasing 11%. Gross profit margins (stated to exclude exceptional items) improved further to 20.6% (2016: 18.3%) thus achieving our internal target and reflecting the continued and full year effects of our ongoing investments and constant search for efficiency. The Lang business has higher gross margins but a much greater overhead structure and removing this effect to compare like with like, organic gross margins improved to 19.7%. Profit margins pre-tax, exceptional and LTIP charges have improved substantially to 5.2% (2016: 4.5%) with a significant benefit arising from our lower interest rates following our refinancing with HSBC. In reality it is more helpful to examine operating margins at local currency level because the effects of recent sterling weakness can materially impact the outcome. Pleasingly these have held steady overall despite the pressures noted above in the UK and Australia, and have again improved in Europe, while holding in the USA even as we have added substantial new business to the top line. Lang’s operating margin is currently lower than the rest of the Group and we expect to improve this as planned synergies in buying are realised in 2017/18. The Group aims to improve margins commercially by increasing the balance of own brand products and non-Christmas business but efficiencies in sourcing and manufacturing are also continuing to contribute materially. Another important dynamic to margin continues to be the level of FOB business delivered directly to major customers at ports in China. This type of business continues to grow in all territories especially in the USA with the major value chains. This typically attracts lower gross margins but it is a means of retaining or winning large volumes of business in a manner that avoids other costs and risks associated with domestic delivery; winning this business can therefore enhance net margins and return on capital even as gross margins are diluted. IG Design Group plcAnnual report and financial statements 2017 KEY FACT A blueprint for success Debt milestone achieved 3 IG Design Group plcAnnual report and financial statements 2017Strategic report We are delighted to be cash positive at the year end for the first time in many years. Our focus on cash flow is providing us with the ability to fund future growth opportunities and pay increasing dividends to our shareholders. Anthony Lawrinson Chief Financial Officer 4 IG Design Group plcAnnual report and financial statements 2017 Financial review continued Overheads (before exceptional items and LTIP charges) have increased in absolute terms, reflecting the higher overheads in Lang, increased investment in people and future growth, foreign exchange effects as well as the effect of increased performance pay following this year’s result. However, the underlying trend in these costs remains largely steady year-on-year as a percentage of sales. Tight cost control is a feature of our business and opportunities to remove or reduce costs are constantly sought out. As we invest to develop further sales opportunities such as we are currently doing in the USA, overheads will continue to increase in absolute terms. We will ensure that new costs are only incurred where actual or prospective value can be demonstrated. As a result of the above, underlying operating profit before exceptional items and LTIP charges increased by 29% to £17.5 million (2016: £13.5 million) or 13% after exceptional items and LTIP charges. Excluding the effect of acquisitions and at like-for-like exchange rates, underlying operating profit increased by 6% to £16.9 million (2016: £15.9 million). Exceptional charges of £1.0 million arising during the year (2016: nil) relate to the costs of acquisition and subsequent restructuring of the Lang business, and to restructuring of the US printing platform. The charges are less than previously expected because the balance of £0.2 million is expected to arise in 2017/18 as the restructuring completes. Of this amount, £0.9 million has been or will be settled in cash and a net amount of £0.3 million is the non-cash effect. The non-cash element includes a ‘bargain purchase’ gain on the acquisition of Lang of £1.3 million which arose because the cost of the investment was less than the fair value of the net assets. As indicated in the half year report, this non-cash gain is offset by non-cash write downs of assets in the US business of £1.7 million in anticipation of a more holistic Group approach to printing across our worldwide assets (further details can be found in note 10). Finance expenses in the year were significantly lower than the prior year at £1.2 million (2016: £2.8 million); this partly reflects a reversal of last year where certain foreign exchange contracts that did not qualify to be hedge accounted were marked to market. Stripping out the effect of these, the underlying interest cost and associated charges were £1.9 million (2016: £2.2 million) reaping the rewards of lower average debt levels and lower margins particularly following our global refinancing in June 2016 with HSBC. Notes 8 and 26 to the financial statements provide further information. Underlying profits(a) were up 51% to £16.3 million (2016: £10.8 million) while profit before tax was up 32% to £13.0 million (2016: £9.9 million). The strong increase reflects the benefit of a much lower interest charge but also takes in the cost of exceptional items in the current year £1.0 million (2016: £nil) and a much higher LTIP charge. The largely non-cash LTIP charges of £2.2 million (2016: £0.9 million) are higher because: a) we have a clear leadership incentive programme under which a new award is made each year for a three-year period and we now have three awards running on a rolling basis; b) the Group’s performance is well ahead of plan and with the current trajectory, schemes are likely to vest at maximum levels; and (a) Profits – profit before tax, exceptional items and LTIP charges. c) the substantial share price rise increases the charges associated with Employer’s National Insurance. However, the Group will also receive a much increased corporation tax deduction (mainly in the UK) based upon market value at exercise. More information can be found in the remuneration report on pages 37 to 41. Taxation The Group manages its tax affairs in an open and transparent manner, observing full compliance with all applicable rules and regulations in countries in which it operates and not entering into any tax avoidance or otherwise aggressive tax planning schemes. The headline taxation charge is higher as anticipated at £2.7 million (2016: £2.2 million) though of course on a higher profit base. The effective underlying tax charge on profits before exceptional items and LTIP charges is higher than the prior year at 24.2% (2016: 22.5%). This is still well below the underlying blended rate that would arise from the Group´s current geographical profile of profits. Recent performance has been sufficiently strong in those areas with historical tax losses, that we have now recognised all material tax losses in the accounts. The underlying blended rate is currently 30% and this rate will likely increase as our profile of profitability increases in the USA where the tax rate is higher at 35%. Our actual tax rate will therefore now trend quite quickly in future periods towards the underlying blended rate. The tax losses not yet recognised in the balance sheet in the UK and Asian segment have a current tax value of £673,000 and £nil in the USA, compared with the prior period of £719,000 and £1,385,000 respectively. Actual taxation paid in cash during the year was slightly higher than the prior year at £2.0 million (2016: £1.8 million) as our businesses in Australia and the Netherlands do not have losses to off-set their profits. With improving and sustained profitability, we expect to pay cash tax in the USA in 2017/18 and in the UK in the following year. 21 IG Design Group plcAnnual report and financial statements 2017Strategic report Financial review continued In 2016/17 we traded with over 10,000 customers with a base of over 200,000 stores in over 80 countries worldwide. Profit for the year Overall net profit for the year increased by 35% to £10.3 million (2016: £7.6 million); after removing the effect of exceptional items and LTIP charges, the underlying profitability increased still more by 45% to £12.4 million (2016: £8.6 million). Earnings per share and dividends Basic earnings per share were 15.7p (2016: 12.3p). After removing the effect of exceptional items and LTIP charges, the underlying earnings per share were 19.0p (2016: 13.5p) representing an increase of 41%. However, in order to properly reflect the dilutive effect of employee share incentive schemes, the Company´s key target is determined by reference to underlying fully diluted earnings per share (which is stated before the effect of exceptional items and the largely non-cash LTIP charges but after the dilutive effect of share options which have vested but not yet been exercised). This ensures that incentive plan outcomes and shareholder interests remain aligned. Details of share plans can be found in note 25 to the financial statements and in the remuneration report on pages 37 to 41. Fully diluted earnings per share (stated before exceptional items and LTIP charges) were 18.2p, up 38% on the prior year (2016: 13.2p), securing another year of double digit growth in earnings. Accordingly, the Board is pleased to propose a final dividend of 2.75p per share for the year (2016: 1.75p) which will be paid during September, subject to shareholder approval. Together with the interim dividend of 1.75p (2016: 0.75p) this makes for a total dividend in respect of the year of 4.5p per share. This dividend is covered four times by underlying earnings and there should be scope to increase this further in future periods while still investing in growth and managing average leverage comfortably. The Board has determined that any dividend will always be covered not less than two and a half times by underlying earnings per share. Dividend policy will be balanced against the attractive opportunities to invest in efficiency and growth that continue to present themselves. Balance sheet and cash flow At 31 March 2017 net debt had been eliminated with a net cash balance of £3.0 million (2016: £17.5 million net debt) though of course the seasonal nature of the business means debt levels will build again in anticipation of the peak trading period before again falling in late November onwards. Thus the ratio of year-end net debt to EBITDA, exceptional items and LTIP charges (leverage) was nil compared with 1.0 times in 2016. Furthermore, the Group has now achieved its target for average leverage (the ratio of average net debt to EBITDA). At the year end this metric was 2.3 times, much improved on 3.2 times in 2016, better than our target of 2.5 times and two years ahead of plan. The current average leverage of 2.3 times sits within our target long term range of 2.0-2.75 times EBITDA. Year-end net cash included amounts denominated in US dollars of $3.3 million (2016: $0.3 million debt) and in euros of €0.6 million net debt (2016: €7.2 million net debt). The year-end exchange rates were $1.25 (2016: $1.44) and €1.17 (2016: €1.26). Therefore, at like-for-like exchange rates the net cash balance would have improved by a further £0.4 million. Working capital management continues to be a priority. Outstanding debtors are monitored closely, both to maximise cash but also to reduce our credit risk. Trade debtors are higher at £26.0 million (2016: £18.6 million) at the year end, but this is unsurprising given the higher value of sales and the acquisition of Lang. Debtor days remain tightly controlled and the charge for bad and doubtful debts in the year was only £0.7 million, less than 0.2% (2016: 0.1%) of turnover. Net stock levels after provisioning for older stock were higher at £49.5 million (2016: £46.0 million) as the business is growing. Stock levels fell particularly in the UK through good working capital management enabled by the investment in Wales, offsetting increases in faster growing geographies. Older stock (measured as over 15 months since last purchase) increased to £7.2 million (2016: £5.9 million). Provisioning increased to £8.4 million from £4.6 million in the prior period, substantially increasing the level of provisioning against stock and thus improving the quality of the balance sheet. This reflects our desire to adopt a more consistent approach to provisioning across our businesses. 22 IG Design Group plcAnnual report and financial statements 2017 Equity attributable to shareholders has increased to £86.2 million from £68.0 million predominantly reflecting profits generated in the year. Risks and key performance indicators Our areas of primary focus are: improved earnings attributable • to shareholders, which we aim to achieve through top-line growth and mix management in selected markets and channels together with strong cost and gross margin management; • seeking out value creating areas of investment so that we can sustain double digit growth in earnings for shareholders; and • maintaining at prudent levels, our average leverage measured as the ratio of average net debt to pre-exceptional EBITDA, which we aim to achieve through strong and increasing profitability together with close management of our working capital and focused investment. Operationally this means a focus on: • nurturing valuable relationships: monitoring the profitability, product mix and service delivered in respect of our customer base; growing those relationships in existing and new territories and product categories; • creating a toolbox of expertise: ensuring that we have market-leading design and product capability in our categories, sharing knowledge through common platforms; • providing best quality, value and service: monitoring and benchmarking the key elements of our cost bases, buying or manufacturing as efficiently and effectively as possible from a total cost perspective across the whole season so that we can deliver great value to customers and strong returns to shareholders; • balancing our business: we monitor the mix and profitability in each of our businesses across season, brand and product categories, seeking out those opportunities that yield the best returns on our scarce capital while rooting out those activities that consume resources for little or no gain; and • providing differentiated product offerings: across the value, mass and upscale markets. Group cash generated from operations was again very strong at £31.5 million (2016: £20.7 million), reflecting the strength of operating profitability and assisted again by a net reduction in working capital of £10.9 million (2016: reduction of £3.5 million). Investment in capital expenditure during the year of £4.6 million (2016: £4.4 million) was at a similar level to depreciation. The Group continues to invest wherever we see strong returns and improved efficiencies. The manufacturing platforms across all our sites in China, UK and Europe are up to date, underpinning our competitive position, and yet we still see further opportunities for bolt-on capital investment in these locations to add further capability. In particular we have approved the investment in the Netherlands in a second high speed, high definition printing press. Once in place in 2018/19, this additional press will reduce risk, increase efficiency and sustain further growth in profitability. In the USA the business case for the final phase to update our printing capability is still under appraisal but likely to take place later than previously anticipated as we exploit our other Group assets to the full first. The US business in co-ordination with appropriate Group colleagues is currently defining a new ERP solution that will underpin future growth and create efficiencies, while in the UK and Asia a range of smaller investments are progressing to develop new product solutions, add increased capacity and to provide operational efficiencies. Our cash flow is strong enough to absorb these investments and build foundations for additional future growth while still meeting our plans to increase dividends, especially now that our leverage target has been achieved. 23 IG Design Group plcAnnual report and financial statements 2017Strategic report Treasury operations Our global refinancing (announced in June 2016) is a milestone moment for the Group as it represents the opportunity to fund our operations in an innovative and truly joined-up manner, optimising efficiency and cost. The terms and conditions of the refinancing are materially more favourable than those previously in place both financially and in respect of freedom to act. While there were costs associated with cancelling the old facilities and setting up the new, the benefits in 2016/17 were greater than expected. More expensive hire purchase facilities were repaid in the year, yielding further savings. Since the year end, the Group has also exercised an option to extend the core facilities for a further year and increased the facility value of the invoice financing arrangements to support our growth. The Group is now funded globally with HSBC providing a full suite of cost-effective facilities available to all wholly owned businesses while Westpac continues to support our Australian joint venture. To support this structure, we have now moved our worldwide operational banking to HSBC other than minor niche requirements in selected territories. Financial review continued Foreign exchange impact to profit and earnings Our diverse geographical revenue and profit streams continue to provide us with market resilience, but naturally this carries with it the volatility of currency. As noted above in the context of net debt, foreign exchange rates can impact significantly on the translation of our overseas figures relative to prior years. During the year the US dollar rate moved from 1.44 to 1.25, the euro from 1.26 to 1.17 and the Australian dollar rate from 1.87 to 1.64. As noted above, this change in rates had a material impact on the sterling value of sales and profits during the year – though the impact to net profit was lower at only £1.5 million because the Group matches the currency of costs and funding where possible. Additionally, the relative strength of the US dollar against other currencies can materially impact purchase prices out of China. This is noticeable across all our non-US trading businesses which are all finding that their margins are squeezed through substantial foreign exchange headwinds on products bought in from the Far East. It is also a feature of our business that we innovate, invest and commercially redesign products to combat this effect but this can take more than one season. With Brexit negotiations now to take place and the outcome of the UK general election removing the previous majority of the Conservative government, movements in foreign exchange rates, prices and markets in general could be material and are very unpredictable. We import substantial amounts of raw material and finished product from overseas markets, notably China and to a lesser degree we export from the UK to the USA and Europe. It is important to the Group that we have clarity on the future trading environment so that we can adapt appropriately. For the year ahead, our Group has strong natural hedges in terms of US dollar to sterling, and no material transaction exposure to euro movements. Our European and Australian businesses have greater outstanding exposures to volatility in the US dollar as a result of world events with a weaker dollar favouring them. As noted above, our business is flexible and with the benefit of time to see macroeconomic considerations settle, we can re-engineer our product to hit required price points. The greatest impact of such volatility as we have seen this year remains the translation effect on our sales, profits and working capital cash flows. Weak sterling has provided us with the advantage this year of higher reported profits and a reversal of this position would clearly slow our growth in sterling terms, though this would now appear less likely. However, our portfolio of businesses is strong enough to move forwards regardless of circumstances and we forecast and plan prudently to try to accommodate these risks. We also fund a large part of the working capital needs of our overseas businesses in local currency, so the translation impact on facilities headroom is less pronounced than otherwise would be the case. 24 IG Design Group plcAnnual report and financial statements 2017 There is a further covenant tested monthly in respect of the working capital RCF by which available asset cover must not fall below agreed levels relative to amounts drawn. The Group now has no interest rate hedges in place and elects to accept floating interest rates across a range of currencies. While we will keep this risk under review, our debt is at its lowest point in many years and may fall further relative to profitability. While global interest rates are rising they remain low and margins have further capacity to fall as leverage performance improves and we are therefore comfortable with this position. The Group also actively manages FX transaction exposure in each of its businesses, with advice and support from the central treasury team. Note 26 to the financial statements provides further information in respect of treasury matters. Conclusion The Group delivered an exceptionally strong year, with all metrics well beyond our initial expectations. We are still building further foundations for success, investing carefully and creating new competencies that will power continued growth in profitability for many years ahead. Achieving a debt-free year end and profits(a) growth of almost 51% was especially pleasing. Our continued outperformance in the arena of cash management is providing the Group with additional flexibility and options to create value for shareholders in the future. Anthony Lawrinson Chief Financial Officer 26 June 2017 The HSBC facilities comprise: • a three-year revolving credit facility (“RCF”) of £18 million. This facility is capable of extension on the same terms for a further year if the parties agree; invoice financing arrangements for an initial term of three years in the UK, European, US and Asian markets; and • • a further flexible RCF with availability varying from month to month. This is reviewed annually but capable of extension to match the maturity of the core RCF. This working capital RCF is designed to meet our requirements during those months when stock is being built but will be undrawn for that part of the year where the invoice financing facilities are sufficient to provide our needs. In total we estimate the effectively available facilities at over £125.5 million more than sufficient to cover even our peak requirements. The facilities have flexible elements within them that mean they can also grow with us. The facility includes an additional uncommitted amount to finance potential acquisitions. The facilities do not amortise with time. There are financial covenants, tested quarterly, attached to our new facilities as follows: • • interest cover, being the ratio of earnings before interest, depreciation and amortisation to interest on a rolling twelve-month basis; and leverage, being the ratio of debt to pre-exceptional EBITDA on a rolling twelve-month basis. (a) Profit before tax, exceptional items and LTIP charges. 25 IG Design Group plcAnnual report and financial statements 2017Strategic report FUN FACT Last year we sold 100 million greetings cards That would cover more than 350 football pitches Risk management The Group actively monitors the risks related to its business and the environment in which it operates. The following is a summary of the principal risks faced by the Group and the mitigating actions taken in respect of these risks. Risk Description of risk Mitigation Link to business model Currency exposure The Group is exposed to currency risk, which impacts in three principal ways: i. translation of the results of our overseas businesses, which account for almost two thirds of sales and a greater proportion of profit before tax: much of the Group’s business is seasonal meaning that short-term currency fluctuations can have a disproportionate effect on results depending on when they occur; ii. purchases and sales are often not made in the same currency, or in our local operating currencies, giving a risk of foreign exchange differences affecting profit: in particular approximately half of the Group’s sales are of items which are bought or manufactured in Asia and are paid for using US dollar or Chinese renminbi; and iii. the Group is funded in a mixture of currencies, tailored where possible to match the needs of each business and to reduce the effect of currency fluctuations on the Group’s financial results. However, the main banking facility is denominated mostly in sterling with some balances drawn in US dollar: hence should exchange rates move adversely this has implications on the available headroom. The Group’s operations are highly seasonal and significant flexible working capital funding is required during the course of the annual trading cycle. The Group is dependent on the continuing support of its principal bank for these working capital facilities. A reduction in the availability of these facilities would materially impact the Group’s ability to fulfil its obligations as they fall due. Availability of liquidity These risks are managed through a mixture of natural hedges and, where appropriate, spot purchases, forward contracts and occasionally other similar instruments. This is achieved by a central treasury team working on behalf of the business units to maximise the natural hedge opportunities and scale of the Group, working together with local finance teams where appropriate. Translation risks are only hedged selectively, where the Board judges it to be appropriate. The revised financing facilities have plenty of headroom to accommodate such fluctuations and are in part denominated in local currency. Longer-term movements in rates are managed through our pricing, product design and/or sourcing decisions. The Group budgets carefully and cautiously and operates regular forecasting and cash monitoring processes against facilities available. Based on budgeted requirements, the Group maintains borrowing lines with HSBC and Westpac to a range of maturities, estimated to be sufficient to cover funding requirements. These borrowing lines range from one year to three years with the capacity to extend easily. Facilities have just been refreshed and are entirely appropriate to the Group’s current needs. The Group works closely and transparently with its lending banks, ensuring that the cash flow cycle is understood by and closely monitored by all parties, demonstrating the careful cash management practices embedded in the operation. Key to business model links Quality, innovative design Fully empowered business units Manufacturing and sourcing expertise International operations and capability Trusted partner to our customers 27 IG Design Group plcAnnual report and financial statements 2017Strategic report Risk management continued Risk Description of risk Mitigation Link to business model Customer default While few customers went into administration relative to the credit crunch period of 2008 to 11, there remains a risk of retail customer failure. These manifest through loss of sales, bad debt and potentially inventory obsolescence if a customer stops trading or we elect not to do business with them. Competitor action Much of the Group’s business is in categories with high price sensitivity. This can give rise to margin pressure which is compounded where there is oversupply. There is a risk that competitors from within territory or from the Far East are able to offer prices that are not commercially viable for the Group to compete with, resulting in a loss of market share. Economic uncertainty The Group remains reasonably insulated from demand side risk arising from local economic conditions due to the relatively low value of our products, with an average retail price of less than £2, and their everyday nature. However, international economic uncertainty such as that driven by Brexit and recent European and US elections can have a more significant impact on our supply-side risks. In particular, as an international group we can be impacted by international trade agreements between our core territories of operation and significant movements in our main cost areas of raw materials, freight and people. The Group maintains tight credit control procedures, regularly reviews credit limits and avoids concentrating on any one geographic location or placing over reliance on any one customer. The largest single customer accounts for approximately 6.4% of overall sales. We closely monitor our debts and bespoke inventory levels, taking specific provisions against both as required together with other specific measures to mitigate for any risk of non-recovery. The following active strategies are employed to manage the risk of margin erosion and loss of business: i. the Group focuses on design, product quality and service delivery to differentiate in order to maximize customer retention; ii. the Group maintains a blended and diversified portfolio of products and clients, both by market segment and geography, to avoid over-dependence on a single market; and iii. the Group closely manages the costs and margin on a product-by-product basis to ensure prices are as competitive as possible whilst still being profitable for the business. The Group regularly monitors the economic conditions in which it operates, focusing particularly on developments in international trade conditions. The underlying cost base is closely monitored and reported regularly to management and the Board. Changes to international trade agreements are monitored both by management and with the input of external specialists. Where the impact is expected to be significant, impact analysis and response plans are presented to the Executive Committee for review and implementation. Operational disruption The Group operates four major factories plus several trading sites across the world including China, the UK, the USA, Australia and mainland Europe. The Group’s business is dependent on the ongoing operation of these facilities, particularly at peak season. A significant operational disruption could adversely affect its ability to make and supply products to customers on a timely basis. The Group has implemented policies and procedures to efficiently and safely manage its operations and to maintain continuity of supply. The factories operate to quality standards and are subject to regular customer, internal, health, safety and environmental audits. The Group insures against a range of known operational risks and maintains an actively managed programme with its insurers and advisers to manage both operational risks and insurance premiums. Supply chain The Group uses a large number of external suppliers, with bought-in goods for resale purchased mainly from Asia. Issues with the quality or integrity of supply chain, particularly at peak season, could result in contractual penalties or adversely impact the Group’s ability to maintain supply to its customers. The Group manufactures, where expedient and efficient to do so, more of its own goods in China and other locations throughout the world. Suppliers are carefully selected and their performance monitored by our businesses and locally from our sourcing offices in Hong Kong and mainland China through means such as clear contractual terms of business, robust quality control and on-site visits. Alternative routes of supply are maintained wherever possible to ensure keen pricing and continuity of supply. The Group also insures against supplier failure in so far as it is possible and cost-effective to do so. 28 IG Design Group plcAnnual report and financial statements 2017 Risk Description of risk Mitigation Link to business model Key management risk The Group operates subsidiaries in a number of geographical locations across four continents with tight margins requiring close attention to detail both in supply and sale. A number of our businesses benefit from close local entrepreneurial management from skilled management teams particularly in this challenging economic climate. Loss of key management personnel could adversely impact the results of one or more of those businesses. The Group considers succession planning and seeks to develop strong teams around key individuals to reduce the impact of potential loss. The Group’s activities in Asia are particularly integral to the supply chain for our UK operations. The China factory benefits from carefully selected local management but is also monitored by the UK management team by way of on-site reviews and regular monitoring of key performance indicators. Margin erosion The Group’s core products are low ticket items and price competition is significant. Cost inflation is a regular pressure and combined with customer pressure on pricing and the relatively high risk of inventory obsolescence due to high seasonality and fashions in some products leads to significant margin pressure and risk of margin erosion. The Group seeks to maximise operating efficiencies, investing in its production facilities to ensure they are as efficient as possible and monitoring the production processes to make sure that they are optimised. Product costings are carefully reviewed and managed, with any very low margin products requiring additional review and approval. Legal and regulatory environment Due to its international nature the Group is subject to multiple regulatory, tax and legal jurisdictions. This gives rise to a significant compliance requirement, which is further complicated by the high level of international trading. Local and international regulations are regularly changing and growing in volume, particularly as a result of increased global regulations. A failure to comply with local rules and regulations could result in significant fines or other sanctions. Failure to integrate an acquisition The Group is acquisitive with the purchase and integration of carefully selected target businesses an important generator of growth. A failure to appropriately evaluate an acquisition target’s business before it is bought, or to successfully integrate its operations into the Group and deliver any required synergies post-integration, could have a significantly adverse impact on Group results. KPIs including inventory turn and ageing are monitored by the Board. The Group maintains a blend of business between customer brands and its own brands and inventory levels are closely monitored with slow moving or obsolete stock provided for where necessary. The Group’s ability to operate internationally is of critical importance and as a result understanding and complying with local and international regulations is an area of permanent focus. To ensure it remains compliant as the business and regulations change, the Group employs specialist advisers in each of its main territories and at head office. Active dialogue is also maintained with relevant parties, such as tax authorities, to ensure transparency and a proactive approach to compliance. The Group also operates an internal audit function, outsourced to a specialist firm with a local presence in each of our countries of operation, who perform reviews of the business units including local compliance processes. We operate strict evaluation criteria for any potential acquisition and review targets against this throughout the M&A process, which includes the use of third-party due diligence professionals for technical areas such as tax, legal and, where complex, financial diligence. Deal evaluation includes sensitivity analysis and risk evaluation. Any acquisition that completes will be overseen by one or more senior management team members who will be responsible for closely monitoring and reporting to the Board on the businesses performance against acquisition deal targets and expectations. Synergy target performance is monitored specifically, as is payback together with other KPIs specific to the individual acquisition. Key to business model links Quality, innovative design Fully empowered business units Manufacturing and sourcing expertise International operations and capability Trusted partner to our customers 29 IG Design Group plcAnnual report and financial statements 2017Strategic report Corporate, social and environmental responsibility As an international group, we understand that our responsibilities extend beyond the walls of our business, into the environment, the community and the wider world. Our employees, shareholders, communities, partners and customers are all vital to the success of our business, which is why we take seriously our corporate social responsibility. Throughout all of our operations, we work hard to comply with the highest possible standards, in line with our unwavering commitment to our employees, our customers and our planet. In upholding the highest standards of ethical behaviour, it is our aim to foster the relationships we have with all of our stakeholders, continuing to build a more considerate and sustainable company. In line with the Group’s rebrand and structural unification, our entire Group now acts collectively in its commitment to our shared economic, social and environmental sustainability aims. Stakeholders All of our stakeholders – our customers, employees, suppliers and investors – are vital to the success of the Group. But it’s our people, their energy, commitment, focus and calibre which make the Group the reliable and agile business it is. We invest in our people; from training and education offered throughout the Group, through to opportunities for career progression, the Group offers an environment in which our employees are encouraged to grow and deliver their very best. It’s these same opportunities which allow The Design Group to attract and retain the brightest talent. Our recent rebrand and unifying restructure has resulted in the Group being better positioned than ever to offer consistently high levels of service to our customers globally. Resource pooling and data sharing allow for the Group to always deliver our best, with key information, learnings and guidelines shared between Group companies. Through recognising that each of our customers is unique and so requires a different service to satisfy their needs and expectations, we work hard to build deep and lasting relationships with our customers. Our ability, product offering, unique design capabilities and our fundamental aim of becoming a partner of choice to our customers allows the Group to make the most out of every commercial opportunity that presents itself. By leveraging recent and ongoing investments in equipment and technology, the Group now offers customers a portfolio of products and service that enables us to compete and grow. Health, safety and human rights The Group is committed to providing a safe workplace for all employees in every area of our business. A strong and visible commitment to health and safety is present throughout the Group. It is our aim to exceed the requirements of health and safety legislation and we deploy experts to ensure continuous improvement of health and safety across all our businesses. We take human rights seriously and continuously strive to strengthen and protect the systems and management in this area. The Modern Day Slavery Act come into force in 2015 and we have taken steps to promote and improve our commitment to removing abuse and exploitation in the workplace. Sustainability and environment In every area of our business, we have a deep-rooted belief in doing our part to protect the environment and preserve our planet. From using vetted suppliers who share our environmentally aware views and commitments, through to our ongoing efforts to cut waste and recycle materials wherever possible, sustainability is a part of everything we do. As well as operational commitments, we encourage an ethos of energy-saving and environmental protection, encouraging our suppliers and our employees to consider the impact their actions have on the wider world. This culture of preservation is backed by operational efficiency in all aspects of our business, with measures in place to make the most out of the resources and supplies we have. Continuous reviews take place within the Group, with the aim of enhancing our overall environmental performance, reducing waste and holding ourselves to account. 30 IG Design Group plcAnnual report and financial statements 2017 KEY FACT A blueprint for success Employee engagement Integrity Responsible Commitment Creativity People Passion Process Growth Connection 5 IG Design Group plcAnnual report and financial statements 2017Strategic reportPage title the smiling project Whilst our Group is spread around the world, we are an interdependent community of people with design and celebration at the heart of all we do. So, to celebrate our recent transformation as members of IG Design Group, it seemed a great idea to capture the moment and the ‘soul’ of what we do by asking our team “What makes you smile?” and to share their responses by applying their creative talents to individual puzzle pieces. This enabled us to share individual contributions to this event, and through joining each piece together, symbolised how each and every person makes a contribution not only to our business, but also by enabling us to help the wonderful charitable organisations that we were privileged to support as a result of this event. smile 6 IG Design Group plcAnnual report and financial statements 2017Page title Corporate, social and environmental responsibility continued Supply chain With a supply chain monitored and measured by independent audits we aim to ensure that raw materials are sustainably sourced, whilst detailed evaluations allow us to certify that new suppliers work in an environmentally considerate way. We are SEDEX members and we work with ‘Stronger Together’ in our commitment to respecting human rights throughout our supply base. These processes give us a 360 view into our supply chain, meaning we are confident that our products meet our high expectations. With quality assurance and control teams across the world, we have the people and procedures in place to ensure that our products are sustainably tested and adhere to recognised standards and directives. Through regular audits – ethical, quality and technical – we work to ensure the factories with which we produce goods meet relevant requirements, which comply with standards set by Business Social Compliance Initiative (“BSCI”), Ethical Trading Initiative (“ETI”), Workplace Conditions Assessment (“WCA”), and Consumer-Trade Partnership Against Terrorism (“CTPAT”). Social and community Through a number of projects and initiatives, we engage with our communities – both internally and externally – to have a positive impact wherever we can. To celebrate our recent brand transformation the Group recently brought together our global family with our Smiling Jigsaw project. Aimed to understand what makes more than 1,000 of our employees smile, the project was part of our wider Smile Project. 13 Group offices from around the world took part, with employees each designing their own jigsaw piece. For each piece designed, the Group pledged to donate a set amount to charities including Oxfam, War Child, Operation Smile, US-based Nicholas House and Australia-based Kids Undercover. When completed, the Smiling Jigsaw Project raised over £15,000 for charity. We were proud to win the prestigious Transform Europe Awards 2017 for Best Implementation of a Brand Development Project across Multiple Markets. 31 IG Design Group plcAnnual report and financial statements 2017Strategic report Board of Directors Back left to right: Mark Tentori, John Charlton, Elaine Bond, Anders Hedlund Front left to right: Anthony Lawrinson, Paul Fineman, Lance Burn 32 IG Design Group plcAnnual report and financial statements 2017 John Charlton Non‑Executive Chairman Paul Fineman Chief Executive Officer Paul joined the Board in May 2005 as Chief Executive Officer of Anker International PLC. He was appointed Group Managing Director in January 2008 and then appointed Group CEO in January 2009. Paul was awarded Chief Executive Officer of the Year by the Quoted Companies Awards 2017. Anthony Lawrinson Chief Financial Officer and Company Secretary Anthony joined the Board in October 2011 as Chief Financial Officer and Company Secretary. Having qualified with Price Waterhouse, Anthony’s former roles included Group Finance Director of Reliance Security Group, Chief Financial Officer at O2 Airwave, and Group Treasurer at O2 PLC and Hickson International PLC. Anthony is a member of the ICAEW and a Fellow of the Association of Corporate Treasurers. John joined the Board in April 2010 and was appointed Chairman of the Board on 7 September 2011. John is a member of the Audit and Remuneration Committees and Chairs the Nomination Committee. John is also Chairman of SA Greeting (Pty) Ltd and was Chairman of Amscan International Ltd. In his executive career, he was previously Senior Vice President International of American Greetings Corporation and Chief Executive of UK Greetings Ltd. Committees Anders Hedlund Founder and Non‑Executive Deputy Chairman Anders founded the Group in 1979 and was joint Chief Executive Officer of International Greetings until December 2007, when he was appointed as Nominee Non‑Executive Director. Lance Burn Executive Director Lance joined the Board in October 2012 and has been Managing Director of IG Design Group UK Limited since 2009 and the Group’s subsidiary operation in China since 2011. Lance’s previous roles included directing businesses for Rank Hovis McDougal plc, Saint Gobain Solaglas UK and also international overseas‑based roles for Pepsico International in Africa and India. Elaine Bond Non‑Executive Director Mark Tentori Non‑Executive Director Elaine joined the Board as a Non‑Executive Director on 1 February 2012. Elaine chairs the Remuneration Committee and is a member of the Audit and Nomination Committees. She was until recently a Non‑Executive Director of Yorkshire Ambulance Service and was previously Group Operations Director of UK Greetings Ltd, the UK subsidiary of American Greetings. Committees Mark joined the Board as a Non‑Executive Director and Chair of the Audit Committee on 1 January 2016. He is a member of the Remuneration and Nomination Committees. Mark is currently Portfolio Partner at Charterhouse Capital Partners LLP. Prior to this, Mark held a number of CFO and COO roles in public and private companies operating in a wide range of sectors and geographic locations. These included CFO of Deb Group Ltd, United Coffee and LINPAC Group Ltd. Mark also spent ten years with Price Waterhouse where he qualified as a Chartered Accountant. Committees Audit Committee Remuneration Committee Nomination Committee Chair 33 IG Design Group plcAnnual report and financial statements 2017Governance Chairman’s corporate governance review We are delighted to be able to share a further year of excellent progress with you. John Charlton Chairman Dear shareholder We are delighted to be able to share a further year of excellent progress with you. Your Board is very pleased with the performance of our Group during the year ended 31 March 2017. We have, once again, exceeded the goals that we set ourselves in terms of profit and earnings per share, but we are particularly pleased with the excellent levels of cash generation that were achieved, resulting in an outcome of being cash positive at year end with a significant reduction in average leverage to the extent that we achieved our target of below 2.5x, two years ahead of plan. Having established an excellent record of identifying fast payback capital investment opportunities and executing them on time and on budget, we embarked upon some further capital expenditure initiatives to improve manufacturing efficiency, deliver improved margins and increase capacity within our businesses in the UK, Holland and Australia. The markets in which we operate remain highly competitive. It is therefore especially pleasing to report that sales volume increases within our core business have been achieved whilst also increasing gross margin. This reflects the outcome of implementing one of our key strategies to improve efficiencies, reduce our cost of goods and eliminate unnecessary expense. We shall continue to put considerable effort into strengthening our position as one of the world’s leading designers, manufacturers, importers and distributors of each of the core product categories on which we focus. The Board continues to operate under a governance structure which is designed to be flexible and efficient in creating sustainable long‑term growth in shareholder value. As advised in previous reports, as Chairman, my role is to lead the Board and help promote a culture of respect, integrity, openness, honesty and enjoyment within each of the businesses in our Group. We believe strongly in these objectives and we endeavour to practise these in the way that we communicate with our customers, suppliers, shareholders, advisers and of course all our associates employed in our Group. 34 IG Design Group plcAnnual report and financial statements 2017 Corporate governance As previously reported, the UK Corporate Governance Code (formerly the Combined Code) sets out standards of good practice in relation to board leadership and effectiveness, remuneration, accountability, audit, risk management and relations with shareholders. Whilst there is no obligation for AIM‑listed companies to comply fully with this Code, the Board endorses the principles of effective corporate governance and we are committed to maintaining the highest standards of ethics and professional competence. That said, the Directors do not consider that full compliance with every aspect of the Code is appropriate for our Group at this stage in its development. However, we shall keep the matter under review and continue to develop procedures and policies as the Group grows. Board of Directors The principal duty of the Board is to represent and protect the interests of the Company’s shareholders. The Board plays an important role in working with the executive management in each of our businesses to ensure that our businesses are well governed, financially strong, and that we mitigate any risks that our managers identify. Your Board continues to work hard to strike that essential balance between achieving our short‑term objectives and longer‑term growth and development. To this end, your Board has a policy to work closely with management in developing proposals on strategy for each of our businesses and for our Group, as a whole. Division of responsibilities There is a distinct and defined division of responsibilities between the Chairman and the Chief Executive Officer (CEO). The Chairman is primarily responsible for the effective working of the Board in conjunction with management and the CEO for the operational management of the business and for the implementation of the strategy agreed by the Board. Composition of the Board There were no changes to the composition of the Board during the year. We continue to operate with three Executive Directors balanced by three Non‑Executive Directors, with myself as Chairman. Our Non‑Executive Directors have an important role of constructively challenging, and working closely with the Executive Directors to develop and agree proposals on strategy, to scrutinise management’s performance in meeting agreed goals and objectives and monitoring performance reports. The Board has three Committees – Remuneration, Audit and Nomination. Our Remuneration Committee is chaired by Elaine Bond, one of our Non‑Executive Directors and the Committee comprises Mark Tentori and myself. Our Audit Committee comprises Elaine and myself and is chaired by Mark. Our Nomination Committee is chaired by myself, and Elaine and Mark sit on that Committee. The Audit Committee satisfies itself on the integrity of financial information and that controls and risk management systems within our businesses are robust and defensible. The Committee meets as required during the year and at least twice with the Group’s external auditor. Its role is to review the interim and final financial statements for approval by the Board, to ensure that operational and financial controls are functioning properly, and to provide the forum through which the Group’s external auditor reports to the Board. On completion of the audit, the Committee reviewed the performance of its external auditor KPMG LLP, with feedback from executive management. The Committee has resolved to propose KPMG’s re‑appointment at the next Annual General Meeting. Following a competitive tender process in the autumn of 2016, the Company appointed Mazars LLP to provide internal audit services to the Group. As the internal auditors, Mazars will perform a series of audits across the Group in line with the risk‑based internal audit plan. This plan will be reviewed and approved annually by the Committee. Mazars will meet with the Committee to present the findings of their work and follow‑up checks twice a year. The Remuneration Committee determines appropriate levels of remuneration and compensation for Executive Directors. The Committee meets as required during the year and is closely involved in agreeing the positions within our senior management team that should participate in our Long Term Incentive Plan (“LTIP”), together with the level of awards. The Remuneration Committee is also responsible for agreeing the performance criteria for annual bonuses and LTIP for Executive Directors and senior management. Anders Hedlund, who founded our Group, is a Nominee Director. Anders Hedlund is presumed not independent, because as founder, he has served on the Board since the Company’s inception, his family hold significant interests in the shareholding of the Company and he also fulfils a consultancy role within one of the Group’s businesses. As reported in the financial statements, there are also some related party transactions between certain of the subsidiaries within our Group and companies under the ultimate control of the Hedlund family. As at the date of this report, all of the other Non‑Executive Directors are considered independent under the UK Corporate Governance Code. 35 IG Design Group plcAnnual report and financial statements 2017Governance Chairman’s corporate governance review continued Accountability and audit All Directors have accepted a duty of care and accountability to act in the interests of the Company. As stated, the Audit Committee oversees how the Board monitors risk and reviews the adequacy of the risk management framework. Risk management The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group’s risk management systems, policies and procedures are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor the risks and adherence to limits. Such a system is designed to manage, rather than eliminate, the risk of failure to achieve business objectives and can only provide a reasonable and not absolute assurance against material misstatement or loss. Risk management processes are reviewed regularly by the Audit Committee to reflect changes in market conditions and the Group’s activities. The Board’s oversight covers all controls, including financial, operational and compliance controls and general risk management. It is based principally on reviewing reports from management to consider whether significant risks are identified, evaluated, managed and controlled and whether any significant weaknesses are promptly remedied and indicate the need for more extensive monitoring. Whilst this report provides an overview of the policies and procedures that we adopt in following good corporate governance, I wish to take the opportunity of thanking my fellow Directors for their hard work, commitment, loyalty and support that they give to our Group. I also wish to place on record once again our sincere thanks and appreciation to all our employees and associates throughout the Group. It is through their efforts and support that we are, once again, able to report another year of very strong progress. We value greatly their commitment and loyalty. It is also with great pride that I congratulate Paul Fineman, our Group CEO on being recognised with the award of Chief Executive Officer of the Year by the Quoted Company Awards 2017. Finally, I should like to take this opportunity to thank our shareholders, bankers, customers, suppliers and advisers for their input and contributions to all our businesses throughout the world. As always, we never take your support for granted and we are very appreciative of the strong working relationship and partnership that we continue to enjoy with you. John Charlton Chairman 26 June 2017 Board process and information The Board met seven times during the year, including an in‑depth review of 2017/18 budgets, annual operating plans and strategic objectives with the Executive Directors and some members of the senior management teams of our businesses. This took place over two days during March 2017. The Board aims to meet at least six times a year for formal Board meetings and up to six further times in between for informal business reviews, to review budgets and to focus on strategy. As previously advised, where possible and cost effective, the Board tries to meet on the premises of various of its subsidiaries during the year, which provides an opportunity for the Directors to visit our businesses, meet with the senior management and be seen by our associates as a Board that genuinely wishes to be involved. Dialogue occurs regularly between Directors outside of scheduled meetings. Meeting agendas include review and approval of minutes recorded, matters arising, a review of material operational matters relating to our businesses and other special items for discussion or consideration. Board papers are usually circulated at least three business days in advance to allow Directors adequate time to prepare. Our Non‑Executive Directors also meet as a team outside of Board meetings to discuss the performance of our Board as a whole and various topics and matters that require their specific input and attention. The Board receives operational and financial information and reports from the CEO/CFO to assist in monitoring and assessing the ongoing performance of the businesses on a monthly basis. 36 IG Design Group plcAnnual report and financial statements 2017 Directors’ remuneration report This report sets out the remuneration of IG Design Group Directors for the year to March 2017. Elaine Bond Chair of the Remuneration Committee This report sets out the remuneration of IG Design Group Directors for the year to March 2017 and is in three parts: (1) overview of the year, (2) remuneration strategy and (3) regulatory disclosures. Part 1: overview of the year Company performance The Group has substantially exceeded its financial targets this year with profit before tax, exceptional items and LTIP charges up 51% at £16.3 million from £10.8 million, net debt reduced by £20.5 million to a net cash position at year end of £3.0 million, and fully diluted earnings per share before exceptional items and LTIP charges at 18.2p up 5.0p or 38%. The key financial objectives were sustainable growth in profits and associated earnings per share, along with further reduction in net debt and leverage. These measures were therefore used to determine the Executive Directors’ annual bonuses. Subject to maintaining a prudent average leverage ratio, similar measures around sustainable growth in earnings and associated cash flow generation will continue to be the key financial objectives moving forwards. Annual bonus and base salaries Subject to personal performance being at the level required, the bonus opportunity for Executive Directors and senior management during the last year was based on the achievement of targets around: a) Group profit before tax, LTIP charges and approved exceptional items; This year’s pleasing results for profit, net debt and earnings per share will result in annual bonuses for Executive Directors of between 97% and 98% of the maximum award. Changes in underlying base salaries for Executive Directors during the year generally matched inflation and pay awards made to other staff. b) average leverage; c) closing net debt; and d) fully diluted earnings per share calculated before LTIP charges and Board approved exceptional items. Similar measures were applied within the individual businesses. The level of bonuses is approved by the Remuneration Committee, which retains reasonable discretion over the level of pay‑out depending on the quality of the financial performance in achieving the result. The bonus scheme for the coming year for Executive Directors and other senior management again includes the same or similar objectives relating to profit, net debt and earnings per share. Executive share options 2008 In September 2008, the Board put in place an HMRC approved employee share option scheme to assist in the motivation of Executive Directors and senior managers. Some Directors and managers received shares that were in addition to the HMRC approved amounts (being 214,285 options each) and these are denoted as “unapproved”. Executive share awards were made at the prevailing market rate on the date of the grant. Options are normally exercisable between three and ten years after grant and upon the achievement of stated performance criteria. The options issued in December 2008 were not subject to performance criteria (other than continued employment), except for unapproved options issued to Executive Directors. 37 IG Design Group plcAnnual report and financial statements 2017Governance Directors’ remuneration report continued Part 1: overview of the year continued Executive share options 2008 continued No further options are being granted under this scheme. These options may be exercised between 17 December 2011 and 17 December 2018. There are no Directors currently holding share options under this scheme (2016: nil). There have been no grants under this scheme during the year. The mid‑market price of the Company’s shares on 31 March 2017 was 311p per share; the highest and lowest mid‑market prices of the Company’s shares during the year were 317p and 145p respectively. Long Term Incentive Plan On 31 March 2014, the Company announced the introduction of a new Long Term Incentive Plan (“LTIP”). Under the LTIP, ordinary shares of 5p each (“ordinary shares”) may be awarded annually to Executive Board Directors of the Company, Managing Directors and other selected senior management team (“SMT”) members within the Group. Ordinary shares only vest to the degree that stretching performance conditions are met. The maximum dilution under the LTIP is 15% over a ten‑year period, excluding the 2012‑2015 award to Anthony Lawrinson set out below and disregarding prior option schemes. The scheme rules which have been agreed by the Remuneration Committee include reasonable provisions in the event of change of control, suitable flexibility to modify performance targets in specified situations and also a mechanism for claw‑back under certain circumstances. The Board retains the flexibility for the Employee Benefit Trust to buy ordinary shares to mitigate future dilution. The performance period for each award under the LTIP is expected to be three years. The cost to employees of ordinary shares issued under the LTIP, if the performance criterion is met, will be nil. In principle the number of ordinary shares to be granted to each employee under the LTIP will not in value be more than 100% of the relevant employee’s salary based on the relevant share price at the time of grant, although the rules allow an upper maximum of 150%. LTIP 2012‑2015 awards Of a maximum of 1,400,000 shares 1,107,652 shares vested in favour of Anthony Lawrinson in June 2015 with the balance lapsing. Of these, 500,000 have not yet been exercised. No shares were exercised during the year (2016: 607,652). LTIP 2014‑2017 awards Provisional share awards totalling 1,297,698 (1,330,351 after adjusting for the effect of dividends) were issued during the year to 18 members of the leadership teams across the Group. The performance condition applied is CAGR in fully diluted earnings per share before exceptional items and this must be not less than 10% for any initial vesting to take place and up to 20% for the whole amount to vest. Both Anthony Lawrinson and Lance Burn as Executive Directors hold awards under the scheme as disclosed on page 42. The CAGR achieved over the three‑year period was 23%. All of these shares formally vested on 21 June 2017 following Remuneration Committee and Audit Committee approval of the results for the year ended 31 March 2017. LTIP 2015‑2018 awards Provisional share awards totalling 1,176,859 (1,216,833 after adjusting for the effect of dividends) were issued during the year to 26 members of the leadership teams across the Group. The performance conditions applied are a) fully diluted earnings per share (measured before LTIP charges and exceptional items), b) profit before tax, LTIP and exceptional items and c) average leverage. Vesting increases on a straight‑line basis and the full number of shares are issuable when all three stretch targets are met. For more details on the performance conditions see note 25. Paul Fineman, Anthony Lawrinson and Lance Burn as Executive Directors hold provisional awards under the scheme as disclosed on page 42. LTIP 2016‑2019 awards Provisional share awards totalling 896,649 (916,509 after adjusting for the effect of dividends) were issued to 28 members of the leadership teams across the Group. The performance conditions applied are a) fully diluted earnings per share (measured before LTIP charges and exceptional items) and b) profit before tax, LTIP and exceptional items. Vesting increases on a straight‑line basis and the full number of shares are issuable when both stretch targets are met. For more details on the performance conditions see note 25. Paul Fineman, Anthony Lawrinson and Lance Burn as Executive Directors hold provisional awards under the scheme as disclosed on page 42. 2016/17 annual bonus The aggregate annual bonus of the Executive Directors to be paid in respect of the year ended 31 March 2017 has increased from £575,336 in the prior year to approximately £789,910. This remuneration is directly linked to meeting profit, average leverage, net debt and earnings per share targets, which have been reflected in the Company’s increased share price. The Remuneration Committee has carefully reviewed the level of performance related remuneration earned by the Executive Directors. The Committee considers that it is a strong reflection of the Company’s operating and financial performance over the past year and that it is aligned with the financial interests of shareholders generally. 38 IG Design Group plcAnnual report and financial statements 2017 Other Remuneration Committee highlights During the year the Committee considered the following: • • overall remuneration structure and levels for Executive Directors and other senior management members; targets for the annual bonus potential for Executive Directors and senior management for 2017/18, including the consistency of bonus targets with other management and staff; and • awards under the new LTIP scheme, and appropriate performance criteria. The Committee believes the Company’s remuneration strategy, and the structures implementing that strategy, have contributed positively to maintaining the stable and highly motivated management team of the Company, who have continued to deliver consistently strong performances for shareholders. Part 2: remuneration strategy and policy The Group’s remuneration policy is to ensure that the remuneration of Executive Directors is sufficiently competitive to enable the Group to retain and motivate existing Directors and attract high‑quality performers in the future. The Group aims to incentivise and reward its Executive Directors in a way that is consistent with the Group’s commercial objectives and to align the interests of the Directors with those of the shareholders. To achieve this, the Executive Directors’ total remuneration comprises both fixed remuneration and variable reward, the latter reflecting Company performance. The main elements of remuneration for Executive Directors are set out below. Only the basic salary is pensionable. The Group’s remuneration policy in respect of Non‑Executive Directors is to pay annual fees which reflect the responsibilities and duties placed upon them, whilst also having regard to market practice. The remuneration of the Non‑Executive Directors and of the Chairman is set by the Board. Part 3: additional regulatory disclosures The Remuneration Committee The Remuneration Committee was established by the Board and operates under terms of reference agreed by the Board on 29 September 2008 and updated on 25 February 2015. Elaine Bond was appointed Chair so as to have a fully independent Chairperson who is not the Chairperson for the Main Board. The Remuneration Committee consists of: • Elaine Bond (Chairperson of the Remuneration Committee); John Charlton (Non‑Executive Chairman); and • • Mark Tentori (Non‑Executive Director). Role of Remuneration Committee The Committee determines the remuneration of the Group’s Executive Directors, and reviews that of senior executives; who report directly to the Group CEO. It is also responsible for determining the targets for performance‑related pay schemes, approving any award of the Company’s shares under share option or incentive schemes to employees, and overseeing any major changes in employee benefit structures. The Committee members have no conflicts of interest arising from cross‑directorships and no Director is permitted to be involved in any decisions as to his or her own remuneration. Remuneration Committee workplan The Remuneration Committee takes the following approach in the course of the year: Standing compliance items: • minutes of the last meeting, action • log and matters arising; feedback from the Board meetings; • compensation authorisation for CEO direct reports, prior to appointment, as necessary; • approval of payments to CEO direct reports to apply on termination of employment, as necessary; • approval of any remuneration consultants to advise Committee, as necessary; • due regard to published information regarding pay, bonuses and other executive benefits in companies comparable to the Company (benchmarking), as proposed by CEO or work independently commissioned by the Committee; and • due regard to published documents regarding remuneration and changes to UK Corporate Governance Code (as advised by the Company Secretary). Remuneration Committee workplan Meeting date and specific/assurance Items April Agree bonus targets for next financial year Agree any changes to remuneration for Chairman, CEO, CEO direct reports and information on SMT members Agree bonus awards for current financial year Review detail of LTIPs vesting June Agree LTIP awards Agree LTIP scheme for next financial year Review and agreement of service agreements for CEO direct reports and SMT (to include notice periods and compensation commitment on early termination) Agree remuneration section of Company annual report November Review and agreement of expense claims policy Review and agreement of pension contribution arrangements and benefits in kind awards for CEO direct reports and SMT Annual review of terms of reference Review of training requirements for Remuneration Committee members 39 IG Design Group plcAnnual report and financial statements 2017Governance Directors’ remuneration report continued Part 3: additional regulatory disclosures continued Assistance to the Committee During the period the Committee received input from the Chief Executive Officer, the Chief Financial Officer, the Senior Human Resources Manager and various professional firms in the UK and USA in connection with remuneration matters. Pension plan auto‑enrolment Following the introduction of auto‑enrolment in 2012, employees now have the option of joining the Group’s defined contribution personal pension scheme or opting out of pension provision. Specific information in respect of Executive Directors’ pension entitlements is detailed below. Service contracts The Executive Directors have service contracts which can be terminated by the Company with no greater than one year’s notice. Non‑Executive Directors do not have service contracts and their appointments may be terminated without compensation at any time. All Non‑Executive Directors have letters of appointment and their appointment and subsequent re‑appointment is subject to approval by shareholders. Dilution of share capital by employee share plans The Company monitors and has complied with dilution limits in its various share scheme rules. The Board retains the flexibility of using Employees Benefit Trusts to buy ordinary shares to mitigate future dilution. Directors’ remuneration(a) The summary of Directors’ remuneration is as follows: Remuneration Pension contribution Total remuneration Aggregate for all Directors Highest paid Director 2017 £000 1,850 10 1,860 2016 £000 1,523 103 1,626 2017 £000 646 — 646 2016 £000 558 — 558 Total 2017 £ The remuneration in respect of the year ended 31 March 2017 to the Directors, by individual, was as follows: Salary/fees £ Bonus £ Benefits(b) £ Subtotal 2017 £ Pension 2017 £ Executive Directors Lance Burn Paul Fineman Anthony Lawrinson Total Executive Non‑Executive Directors Elaine Bond John Charlton Anders Hedlund Mark Tentori Total Non‑Executive Total Directors (a) Audited. (b) The benefits relate primarily to private health benefits. 218,139 231,661 2,307 452,107 9,816 461,923 321,897 310,138 13,494 645,529 245,966 248,111 5,477 499,554 — — 645,529 499,554 786,002 789,910 21,278 1,597,190 9,816 1,607,006 38,349 74,382 89,489 40,000 242,220 — — — — — 1,802 6,268 2,772 40,151 80,650 92,261 — 40,000 — — — — 40,151 80,650 92,261 40,000 10,842 253,062 — 253,062 1,028,222 789,910 32,120 1,850,252 9,816 1,860,068 40 IG Design Group plcAnnual report and financial statements 2017 The bonuses are the expected amounts based on the results for the current year and are expected to be paid in June/July 2017 once the year end statutory accounts have been approved. The highest paid Director is Paul Fineman (2016: Paul Fineman). The Group operated a Group personal pension plan to which the Group contributed for one Director (2016: one). The Group also contributes to the personal pension plan of one Director (2016: one), and provides death in service life assurance to the value of between four and six times pensionable salary. An expense of £1,027,000 has been recognised in the year in respect of share‑based payments relating to Directors in respect of the Long Term Incentive Plan (2016: £590,000). The remuneration in respect of 31 March 2016 of the Directors by individual was as follows: Salary/fees £ Bonus £ Benefits(b) £ Subtotal 2016 £ Pension 2016 £ Total 2016 £ 164,033 160,716 2,241 326,990 63,311 390,301 311,184 230,698 16,045 557,927 — 557,927 202,627 183,922 4,658 391,207 40,000 431,207 677,844 575,336 22,944 1,276,124 103,311 1,379,435 36,212 72,828 17,644 100,006 9,500 236,190 — — — — — — 1,929 5,933 — 38,141 78,761 17,644 3,150 103,156 — 9,500 11,012 247,202 — — — — — — 38,141 78,761 17,644 103,156 9,500 247,202 914,034 575,336 33,956 1,523,326 103,311 1,626,637 Executive Directors Lance Burn Paul Fineman Anthony Lawrinson Total Executive Non‑Executive Directors Elaine Bond John Charlton Phil Dutton Anders Hedlund Mark Tentori Total Non‑Executive Total Directors (a) Audited. (b) The benefits relate primarily to private health benefits. On behalf of the Board Elaine Bond Chairperson of the Remuneration Committee 26 June 2017 41 IG Design Group plcAnnual report and financial statements 2017Governance Directors’ report The Directors present their annual report and the audited financial statements for the year ended 31 March 2017. Likely future developments See strategic report on pages 4 to 31. Financial risk See strategic report on pages 4 to 31. Dividends A final dividend for the year ending 31 March 2016 of 1.75p was paid on 21 September 2016 (year ending 31 March 2015: 1p). An interim dividend for the year ended 31 March 2017 of 1.75p was paid on 17 January 2017 (2016: 0.75p). The Directors are recommending a final dividend for the year ended 31 March 2017 of 2.75p per share (2016: 1.75p). If approved, it will be paid on 7 September 2017 to shareholders on the register at the close of business on 7 July 2017. Capital structure Details of the Company’s issued share capital, together with details of movements in the Company’s issued share capital during the year are shown in note 22. The Company has one class of ordinary shares which carry no right to fixed income. Each share carries the right to one vote at general meetings of the Company. There are no specific restrictions on the size of a holding nor on the transfer of shares, which are both governed by the general provisions of the Articles of Association and prevailing legislation. Details on share‑based payments are set out in note 25 to the financial statements and the Directors’ remuneration report. No person has any special rights or control over the Company’s share capital and all issued shares are fully paid. Directors and Directors’ interests The Directors who held office during the year were as follows: Elaine Bond Lance Burn John Charlton Paul Fineman Anders Hedlund Anthony Lawrinson Mark Tentori In accordance with the Company’s Articles of Association, John Charlton and Paul Fineman will stand for re‑election at the forthcoming Annual General Meeting. The Directors who held office during the year had the following direct interests in the ordinary shares of the Company: Elaine Bond Ordinary shares 15,816 — Lance Burn John Charlton(a) 619,655 Paul Fineman(b) 4,453,534 Anders Hedlund(c) 448 Interest at end of year Interest at beginning of year LTIP vested LTIP not yet vested(d) not yet vested LTIP LTIP not yet vested 2012‑2015(e) 2014‑2017(e) 2015‑2018(e) 2016‑2019(e) Ordinary shares LTIP vested 2012‑2015(e) LTIP vested 2014‑2017(e) LTIP not yet vested 2015‑2018(e) — — — — — — — — 268,678 192,191 110,259 — — — — — — — 620,000 207,774 148,999 4,453,534 — — 448 — — — — — — — 262,083 185,871 — — — — 200,948 — Anthony Lawrinson — 500,000 290,462 166,219 119,199 — 500,000 283,333 160,759 In addition to the above holdings: (a) 37,500 (2016: 37,500) shares are held by the wife of John Charlton. (b) Paul Fineman owns a non‑beneficial interest in 174,608 (2016: 174,608) ordinary shares of 5p each. (c) 17,142,640 (2016: 17,142,640) and 5,275,116 (2016: 5,275,116) ordinary shares of 5p each are respectively registered in the names of AC Artistic Limited (“Artistic”) and Malios Limited, companies incorporated in the British Virgin Islands, and under the ultimate control of the Hedlund family. In addition to the Hedlund family’s beneficial interest set out above, the Hedlund family also holds interests in a further 1,150,790 ordinary shares, representing a further 1.84% of the current issued share capital of the Company. These ordinary shares are held by West Coast Trust, a trust for the benefit of Anders Hedlund’s adult children, which holds 900,790 ordinary shares and Claes Hedlund, Anders Hedlund’s brother, who owns 250,000 ordinary shares. In total the Hedlund family has interests in 23,568,994 ordinary shares, representing 37.63% of the current issued share capital of the Company. (d) All of these shares formally vest on 21 June 2017 following the Remuneration Committee and Audit Committee approval of the results for the year ended 31 March 2017. (e) For details of the executive share option and LTIP schemes see page 37 and 38. No shares were purchased by Directors between 31 March 2017 and the date of this annual report. 42 IG Design Group plcAnnual report and financial statements 2017 The Group relies on its banks for financial support and is confident that the facilities in place are sufficient to meet its needs for the foreseeable future (see note 1 to the financial statements). Accordingly the Directors continue to adopt the going concern basis in preparing the financial statements. Purchase of own shares The Directors are authorised to make market purchases of the Company’s own shares under an authority granted at the last Annual General Meeting. During the year the Company did not buy back any of its shares. The Directors will seek renewal of this authority at the forthcoming Annual General Meeting and at each succeeding Annual General Meeting. Any shares purchased under this authority would either be treated as cancelled (and the number of shares in issue reduced accordingly) or held in treasury, available for re‑sale by the Company or transferred to an employee share scheme. Auditor The Directors who held office at the date of approval of this annual report confirm that, so far as they are each aware, there is no relevant audit information of which the Company’s auditor is unaware and, each Director has taken all the steps that ought to have been taken as a Director to make himself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006. By order of the Board Anthony Lawrinson Director 26 June 2017 Employees The Group recognises the benefits of keeping employees informed on matters affecting them as employees and on the various factors affecting the performance of the Group. This is achieved through employee briefings that are held in most businesses at least twice a year and regular team briefings. The Group conforms to current employment laws on the employment of disabled persons and, where we are informed of any employee disability, management makes all reasonable efforts to accommodate that employee’s requirements. Donations Political contributions in the year were nil (2016: nil). Health and safety The Group is committed to maintaining high standards of health and safety in every area of the business. It is the aim of the Group to exceed the requirements of health and safety legislation and we have established a health and safety co‑ordinator to ensure continuous improvement of health and safety across the Group. Going concern The Group’s business activities, together with the factors likely to affect its future development, its performance and position are set out in the Chief Executive Officer’s review. The financial position of the Group, its cash flows, liquidity position and its management of both working capital and capital expenditure are set out in the financial review. Details of bank loans and borrowings are given in note 17 to the financial statements and liquidity risks are given in note 26 to the financial statements. 43 IG Design Group plcAnnual report and financial statements 2017Governance Statement of Directors’ responsibilities in respect of the annual report and the Directors’ report and financial statements The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdiction. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Parent Company and of their profit or loss for that period. In preparing each of the Group and Parent Company financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and estimates that • • are reasonable and prudent; for the Group financial statements, state whether they have been prepared in accordance with IFRS as adopted by the EU; for the Parent Company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Parent Company will continue in business. The Directors are responsible for preparing the annual report and the Group and Parent Company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. As required by the AIM Rules of the London Stock Exchange they are required to prepare the Group financial statements in accordance with IFRS as adopted by the EU and applicable law and have elected to prepare the Parent Company financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice) including FRS 102 the Financial Reporting Standard applicable in the UK and Republic of Ireland. 44 IG Design Group plcAnnual report and financial statements 2017 Independent auditor’s report to the members of IG Design Group plc We have audited the financial statements of IG Design Group plc for the year ended 31 March 2017 set out on pages 46 to 102. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the EU. The financial reporting framework that has been applied in the preparation of the Parent Company financial statements is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice), including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland. This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of Directors and auditor As explained more fully in the Statement of Directors’ responsibilities set out on page 44, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. Scope of the audit of the financial statements A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/auditscopeukprivate. Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or the Parent Company financial statements are not in agreement with the accounting records and returns; or • • certain disclosures of Directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. Peter Selvey Senior Statutory Auditor for and on behalf of KPMG LLP Chartered Accountants Altius House One North Fourth Street Milton Keynes MK9 1NE 26 June 2017 Opinion on financial statements In our opinion: • • • • the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 March 2017 and of the Group’s profit for the year then ended; the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the EU; the Parent Company financial statements have been properly prepared in accordance with UK Generally Accepted Accounting Practice; and the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Opinion on other matters prescribed by the Companies Act 2006 In our opinion the information given in the Strategic report and the Directors’ report for the financial year is consistent with the financial statements. Based solely on the work required to be undertaken in the course of the audit of the financial statements and from reading the Strategic report and the Directors’ report: • we have not identified material • misstatements in those reports; and in our opinion, those reports have been prepared in accordance with the Companies Act 2006. 45 IG Design Group plcAnnual report and financial statements 2017Financials – Group 2017 Before exceptional items £000 Exceptional items (note 10) £000 Note Total £000 2016 Total £000 4 310,992 — 310,992 236,950 (247,058) (1,532) (248,590) (193,552) 63,934 (1,532) 62,402 43,398 20.6% (19,019) (29,832) 20.1% 18.3% — (19,019) (12,609) 495 (29,337) (18,923) 210 — 210 758 15,293 (1,037) 14,256 12,624 (1,229) — (1,229) 14,064 (1,037) 13,027 (3,480) 10,584 761 (2,719) (276) 10,308 (2,763) 9,861 (2,219) 7,642 7 5 8 9 9,650 658 7,261 381 2017 Note 23 Diluted 15.0p Basic 15.7p 2016 Diluted 12.0p Basic 12.3p Consolidated income statement year ended 31 March 2017 Revenue Cost of sales Gross profit Selling expenses Administration expenses Other operating income Operating profit/(loss) Finance expenses Profit/(loss) before tax Income tax (charge)/credit Profit/(loss) for the year Attributable to: Owners of the Parent Company Non-controlling interests Earnings per ordinary share Earnings per share 46 IG Design Group plcAnnual report and financial statements 2017 Consolidated statement of comprehensive income year ended 31 March 2017 Profit for the year Other comprehensive income: Exchange difference on translation of foreign operations (net of tax) Transfer to profit and loss on maturing cash flow hedges (net of tax) Net gain/(loss) on cash flow hedges (net of tax) Other comprehensive income for period, net of tax items which may be reclassified to profit and loss in subsequent periods Total comprehensive income for the year, net of tax Attributable to: Owners of the Parent Company Non-controlling interests 2017 £000 2016 £000 10,308 7,642 3,213 1,794 223 271 3,707 14,015 12,795 1,220 14,015 (572) (223) 999 8,641 8,191 450 8,641 47 IG Design Group plcAnnual report and financial statements 2017Financials – Group Consolidated statement of changes in equity year ended 31 March 2017 Share premium and capital redemption reserve £000 Share capital £000 Merger reserves £000 Hedging reserves £000 Translation reserve £000 Retained earnings £000 Shareholder equity £000 Non- controlling interest £000 Total £000 At 31 March 2015 2,910 4,801 17,164 572 (1,825) 36,042 59,664 2,920 62,584 Profit for the year Other comprehensive income Total comprehensive income for the year Equity-settled share-based payment (note 25) Tax on equity-settled share-based payments Options exercised (note 22) Equity dividends paid — — — — — 53 — — — — — — 51 — — — — — 7,261 7,261 381 7,642 (795) 1,725 — 930 69 999 — (795) 1,725 7,261 8,191 450 8,641 — — — — — — — — — 596 596 — 596 — — — 509 (30) 509 74 (1,032) (1,032) — — — 509 74 (1,032) At 31 March 2016 2,963 4,852 17,164 (223) (100) 43,346 68,002 3,370 71,372 Profit for the year Other comprehensive income Total comprehensive income for the year Equity-settled share-based payment (note 25) Tax on equity-settled share-based payments — — — — — — — — — — Shares issued 150 4,883 Options exercised (note 22) 19 34 Capital contribution from non-controlling investor Equity dividends paid — — — — — — — — 9,650 9,650 658 10,308 494 2,651 — 3,145 562 3,707 — 494 2,651 9,650 12,795 1,220 14,015 — — — — — — — — — — — — — 1,555 1,555 — 1,555 — — — — 913 913 5,033 53 — — — — — — 913 5,033 53 — (2,134) (2,134) (867) (3,001) — 110 110 At 31 March 2017 3,132 9,769 17,164 271 2,551 53,330 86,217 3,833 90,050 Merger reserve The merger reserve comprises premium on shares issued in relation to business combinations. Capital redemption reserve The capital redemption reserve comprises amounts transferred from retained earnings in relation to the redemption of preference shares. For ease of presentation, the amount of £1.34 million relating to the capital redemption reserve has been included within the column of share premium and capital redemption reserve in the balances at both the beginning and end of each year, with no movements. Hedging reserve The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments related to hedged transactions that qualify for hedge accounting and have not yet matured. Translation reserve The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations. Shareholders’ equity Shareholders’ equity represents total equity attributable to owners of the Parent Company. 48 IG Design Group plcAnnual report and financial statements 2017 Consolidated balance sheet as at 31 March 2017 Non-current assets Property, plant and equipment Intangible assets Deferred tax assets Total non-current assets Current assets Inventory Trade and other receivables Derivative financial assets Cash and cash equivalents Total current assets Total assets Equity Share capital Share premium Reserves Retained earnings Equity attributable to owners of the Parent Company Non-controlling interests Total equity Non-current liabilities Loans and borrowings Deferred income Provisions Other financial liabilities Deferred tax liability Total non-current liabilities Current liabilities Bank overdraft Loans and borrowings Deferred income Provisions Income tax payable Trade and other payables Other financial liabilities Total current liabilities Total liabilities Total equity and liabilities Notes 2017 £000 2016 £000 11 12 13 14 15 26 16 22 17 18 19 20 13 16 17 18 19 21 20 4 4 32,607 33,681 5,398 71,686 30,190 32,236 4,296 66,722 49,475 29,622 307 3,659 83,063 154,749 46,006 21,187 218 8,380 75,791 142,513 3,132 8,429 21,326 53,330 86,217 3,833 90,050 (39) 1,083 881 1,911 525 4,361 916 (232) 111 441 3,153 37,450 18,499 60,338 64,699 154,749 2,963 3,512 18,181 43,346 68,002 3,370 71,372 18,349 1,145 869 2,095 352 22,810 1,508 3,584 118 212 1,945 27,221 13,743 48,331 71,141 142,513 These financial statements were approved by the Board of Directors on 26 June 2017 and were signed on its behalf by: Paul Fineman Director Anthony Lawrinson Director The notes on pages 51 to 88 form part of the financial statements. 49 IG Design Group plcAnnual report and financial statements 2017Financials – Group Consolidated cash flow statement year ended 31 March 2017 Cash flows from operating activities Profit for the year Adjustments for: Depreciation Amortisation of intangible assets Finance expenses Negative goodwill release to income Income tax charge Loss/(profit) on sales of property, plant and equipment Loss on external sale of intangible fixed assets Equity-settled share-based payment Operating profit after adjustments for non-cash items Change in trade and other receivables Change in inventory Change in trade and other payables Change in provisions and deferred income Cash generated from operations Tax paid Interest and similar charges paid Net cash inflow from operating activities Cash flow from investing activities Proceeds from sale of property, plant and equipment Acquisition of businesses Capital contribution from non-controlling investor Acquisition of intangible assets Acquisition of property, plant and equipment Receipt of government grants Net cash outflow from investing activities Cash flows from financing activities Net proceeds from issue of share capital Repayment of secured borrowings Net movement in credit facilities Payment of finance lease liabilities Loan arrangement fees Equity dividends paid Dividends paid to non-controlling interests Net cash outflow from financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of period Effect of exchange rate fluctuations on cash held Cash and cash equivalents at end of the period 50 Notes 2017 £000 2016 £000 10,308 7,642 4,571 3,596 11 12 8 10 9 5 5 798 1,229 (1,271) 2,719 24 51 285 2,763 — 2,219 (186) 1 908 25 2,216 20,645 17,228 (772) 2,670 8,940 44 1,041 1,219 1,863 (607) 31,527 20,744 (2,003) (1,867) (1,797) (1,961) 27,657 16,986 58 1,568 31 (2,669) 110 (534) 12 11 — — (382) (4,633) (4,377) 40 — (7,628) (3,191) 22 5,086 74 (21,774) (5,708) (795) 184 (2,383) (1,712) (319) — 24 (2,134) (1,032) (867) — (23,186) (8,194) (3,157) 6,872 (972) 5,601 1,278 (7) 16 2,743 6,872 IG Design Group plcAnnual report and financial statements 2017 Notes to the consolidated financial statements year ended 31 March 2017 After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements. Measurement convention The financial statements are prepared on the historical cost basis except derivative financial instruments which are stated at their fair value. Changes in accounting policies The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the preparation of the Group’s annual financial statements for the year ended 31 March 2016. Basis of consolidation a) Subsidiaries Subsidiaries are entities controlled by the Group. The Group considers all facts and circumstances in assessing whether it has the power to control the relevant activities of investee and to benefit from the results thereof, including rights arising from shareholder agreements, contractual arrangements and potential voting rights held by the Group. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences to the date that control ceased. Business combinations are accounted for using the acquisition method as at the date on which control is transferred to the Group. 1 Accounting policies IG Design Group plc is a public limited company, incorporated and domiciled in England and Wales. The Company’s ordinary shares are listed on AIM. The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the “Group”). The Group financial statements have been prepared and approved by the Directors in accordance with EU adopted International Financial Reporting Standards. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these Group financial statements. Judgements made by the Directors in the application of these accounting policies that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in the policies below. Going concern basis The financial statements have been prepared on the going concern basis. In forming their conclusion that the business is and will remain a going concern, the Directors have reviewed the budgets and forecasts prepared and sensitivity analysis thereon. The business is highly seasonal and this results in peak funding demands. To meet the funding requirements the business has agreed funding in place with HSBC and this has been renegotiated as part of a new three year deal in place from 6 June 2016 and extended for a further year on 31 May 2017. As with any company placing reliance on external entities for financial support, the Directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of this report, they have no reason to believe that it will not do so. For acquisitions on or after 1 January 2010, the Group measures goodwill at the acquisition date as: • • • • the fair value of the consideration transferred; plus the recognised amount of any non-controlling interests in the acquiree; plus if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree; less the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed. When the result is negative, a ‘bargain purchase’ gain is recognised immediately in the income statement. Provisional fair values allocated at a reporting date are finalised within twelve months of the acquisition date. b) Joint arrangements A joint venture is a contractual arrangement whereby the Group undertakes an economic activity that is subject to joint control with third parties. The Group’s interests in joint ventures are accounted for using the equity method. Under this method the Group’s share of the profits less losses of jointly controlled entities is included in the consolidated income statement and its interest in their net assets is included in ‘investments’ in the consolidated balance sheet. Foreign currency translation The consolidated financial statements are presented in pounds sterling, which is the Company’s functional currency and the Group’s presentational currency. Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. 51 IG Design Group plcAnnual report and financial statements 2017Financials – Group Notes to the consolidated financial statements continued year ended 31 March 2017 1 Accounting policies continued Foreign currency translation continued The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated at foreign exchange rates ruling at the balance sheet date. The revenues and expenses of foreign operations are translated at an average rate for the period where this rate approximates to the foreign exchange rates ruling at the dates of the transactions. Exchange differences arising from this translation of foreign operations, and of related qualifying hedges, are taken directly to the translation reserve. They are released into the income statement upon disposal or loss of control and on maturity or disposal of the hedge, respectively. Exchange differences arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely in the foreseeable future, are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income in the translation reserve. The cumulative translation differences previously recognised in other comprehensive income (or where the foreign operation is part of a subsidiary, the parent’s interest in the cumulative translation differences) are released into the income statement upon disposal of the foreign operation or on loss of control of the subsidiary that includes the foreign operation. Classification of financial instruments issued by the Group Financial instruments issued by the Group are treated as equity (i.e. forming part of shareholders’ funds) only to the extent that they meet the following two conditions: a) they include no contractual obligations upon the Group to deliver cash or other financial assets or to exchange financial assets or financial liabilities with another party under conditions that are potentially unfavourable to the Group; and b) where the instrument will or may be settled in the Company’s own equity instruments, it is either a non-derivative that includes no obligation to deliver a variable number of the Company’s own equity instruments or is a derivative that will be settled by the Company’s exchanging a fixed amount of cash or other financial assets for a fixed number of its own equity instruments. To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the Company’s own shares, the amounts presented in these financial statements for called up share capital and share premium exclude amounts in relation to those shares. Trade and other receivables Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and other debtors are subsequently reviewed for recoverability and impairment with any losses taken to profit and loss immediately. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument. Trade and other payables Where it is likely to be materially different from the nominal value, trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at amortised cost using the effective interest method. Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purposes of the cash flow statement. Interest‑bearing borrowings Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method. Derivative financial instruments and hedging Derivative financial instruments Derivative financial instruments are recognised at fair value. The gain or loss on remeasurement to fair value is recognised immediately in the income statement. However, where derivatives qualify for hedge accounting, recognition of any resultant gain or loss depends on the nature of the item being hedged. Cash flow hedges Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecast transaction, the effective part of any gain or loss on the derivative financial instrument is recognised as other comprehensive income in the hedging reserve. Any ineffective portion of the hedge is recognised immediately in the income statement. Amounts previously recognised in other comprehensive income are transferred to the income statement in the periods when the hedged item affects profit or loss (for instance when the forecast sale that is hedged takes place). The gain or loss relating to the effective portion of forward foreign exchange contract hedging export sales is recognised in the income statement within ‘sales’. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory), the gains or losses previously recognised in other comprehensive income are transferred from other 52 IG Design Group plcAnnual report and financial statements 2017 comprehensive income and included in the initial measurement of the cost of the asset. The deferred amounts are ultimately recognised in cost of goods sold (in the case of inventory). When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes designation of the hedge relationship but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in other comprehensive income and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in other comprehensive income is recognised in the income statement immediately. Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses. Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment. Leases in which the Group assumes substantially all the risks and rewards of ownership of the leased asset are classified as finance leases. Where land and buildings are held under finance leases the accounting treatment of the land is considered separately from that of the buildings. Leased assets acquired by way of a finance lease are stated at an amount equal to the lower of their fair value and the present value of the minimum lease payments at inception of the lease, less accumulated depreciation and impairment losses. Lease payments are accounted for as described below. Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. The estimated useful lives are as follows: freehold buildings leasehold land and buildings plant and equipment fixtures and fittings motor vehicles 25-30 years life of lease four-25 years three-five years four years No depreciation is provided on freehold land. Included within plant and machinery are assets with a range of depreciation rates. These rates are tailored to the nature of the assets to reflect their estimated useful lives. Depreciation methods, useful lives and residual values are reviewed at each balance sheet date. Intangible assets and goodwill Subject to the transitional relief in IFRS 1, all business combinations are accounted for by applying the purchase method. Goodwill represents amounts arising on acquisition of subsidiaries. In respect of business acquisitions that have occurred since 1 April 2006, goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. Identifiable intangibles are those which can be sold separately or which arise from legal rights regardless of whether those rights are separable. Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised but is tested every half year for impairment. In respect of acquisitions prior to 1 April 2006, goodwill is included on the basis of its deemed cost, which represents the amount recorded under UK GAAP at that time which was broadly comparable save that only separable intangibles were recognised and goodwill was amortised. Goodwill written off to reserves under UK GAAP prior to 1998 has not been reinstated. If the cost of an acquisition is less than the fair value of the Group’s share of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement. Other intangible assets Expenditure on internally generated goodwill and brands is recognised in the income statement as an expense as incurred. Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and impairment losses. The main class of other intangible assets is publishing imprints. Amortisation Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets unless such lives are indefinite. All other intangible assets are amortised from the date they are available for use. The estimated useful life of computer software and other intangibles are three to five years. Amortisation charges are included under ‘administrative expenses’ in the income statement. 53 IG Design Group plcAnnual report and financial statements 2017Financials – Group Notes to the consolidated financial statements continued year ended 31 March 2017 1 Accounting policies continued Inventories Inventories are stated at the lower of cost and net realisable value. Cost is based on a weighted average and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition. In the case of manufactured inventories and work in progress, cost includes an appropriate share of overheads based on normal operating capacity. Impairment The carrying amounts of the Group’s assets other than inventories and deferred tax assets are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the income statement. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to cash-generating units and then to reduce the carrying amount of the other assets in the unit on a pro rata basis. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The recoverable amount of the Group’s assets is the greater of their fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time, value of money and the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. 54 An impairment in respect of goodwill is not reversed. In respect of other assets, an impairment is reversed when there is an indication that the impairment may no longer exist and there has been a change in the estimates used to determine the recoverable amount. An impairment is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment had been recognised. Provisions A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as borrowing costs. Revenue recognition Revenue represents the amounts, net of discounts, allowances for volume and promotional rebates and other payments to customers (excluding value added tax) derived from the provision of goods and services to customers during the year. Sales of goods are recognised when a Group entity has delivered products to the customer or transferred legal title and the collectability of the related receivable is reasonably assured. Provisions are made for volume and promotional rebates where they have been agreed or are reasonably likely to arise, based upon actual and forecast sales. Where goods are sold on a sale or return basis revenue is initially booked net of an expectation of the proportion that will be returned by the customer, which is based on historical experience. This is updated for the final value of returns on payment by the customer. Where goods are sold on a consignment basis the revenue is booked when the goods have been sold by the customer. Exceptional items Exceptional items are those items of financial performance which, because of size or incidence, require separate disclosure to enable underlying performance to be assessed. Government grants Capital-based government grants are included within other financial liabilities in the balance sheet and credited to operating profit over the estimated useful economic lives of the assets to which they relate. Supplier income The Group does not have material retrospective supplier incentive arrangements but where these do arise, they are recognised within cost of sales on an accruals basis as earned for each relevant supplier rebate. Expenses Operating lease payments Payments made and lease incentives received under operating leases are recognised in the income statement on a straight-line basis over the term of the lease. Finance lease payments Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Finance income and expenses Finance expenses comprise interest payable, finance charges on finance leases and unwinding of the discount on provisions. IG Design Group plcAnnual report and financial statements 2017 No expense is recognised for awards that are not expected to ultimately vest, for example due to an employee leaving or business performance targets not being met. The annual expense for equity settled transactions is recognised in the income statement with a corresponding entry in equity. National Insurance (“NI”) on share‑based incentives Employer’s NI is accrued, where applicable, at a rate which management expects to be the prevailing rate when share-based incentives are exercised and is based on the latest market value of options expected to vest or having already vested. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective asset. Costs directly attributable to the arrangement of new borrowing facilities are included within the fair value of proceeds received and amortised over the life of the relevant facilities. All other borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. New standards There are no IFRS or IFRIC interpretations or amendments effective for the first time this financial year that have any material impact on the Group. Net movements in the fair value of derivatives which have not been designated as an effective hedge, and any ineffective portion of fair value movement on derivatives designated as a hedge are also included within finance income or expense. Interest income and interest payable is recognised in profit or loss as it accrues, using the effective interest method. Taxation Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case it is recognised in other comprehensive income or equity respectively. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date and any adjustment to tax payable in respect of previous years. Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Dividend distribution Final dividends to shareholders of IG Design Group plc are recognised as a liability in the period that they are approved by shareholders. Employee benefits Pensions The Group operates a defined contribution personal pension scheme. The assets of this scheme are held separately from those of the Group in an independently administered fund. The pension charge represents contributions payable by the Group to the fund. The Netherlands subsidiary operates an industrial defined benefit fund, based on average wages, that has an agreed maximum contribution. The pension fund is a multi-employer fund and there is no contractual or constructive obligation for charging the net defined benefit cost of the plan to participating entities other than an agreed maximum contribution for the period, that is shared between employer (4/7) and employees (3/7). The Dutch Government is not planning to make employers fund any deficits in industrial pension funds; accordingly the Group treats the scheme as a defined contribution scheme for disclosure purposes. The Group recognises a cost equal to its contributions payable for the period. Share‑based payment transactions The cost of equity-settled transactions with employees is measured by reference to the fair value of the options at the date on which they are granted. The fair value is determined by using an appropriate pricing model. The fair value cost is then recognised over the vesting period, ending on the date on which the relevant employees become fully entitled to the award. The quantum of awards expected to vest and the relevant cost charged is reviewed annually such that at each balance sheet date the cumulative expense is the relevant share of the expected total cost, pro-rated across the vesting period. 55 IG Design Group plcAnnual report and financial statements 2017Financials – Group Notes to the consolidated financial statements continued year ended 31 March 2017 New pronouncement Effective date To be adopted by the Group Annual Improvements 2012-2014 Cycle 1 Jan 2017 1 Apr 2017 IFRS 15 Revenue from Contracts with Customers(a) 1 Jan 2018 1 Apr 2018 IFRS 9 Financial Instruments(a) IFRS 16 Leases(a) 1 Jan 2018 1 Apr 2018 1 Jan 2019 1 Apr 2019 (a) Not yet endorsed by European Financial Reporting Advisory Group. No other standards, interpretations or amendments which have been issued but are not yet effective are expected to significantly impact the Group’s results or assets and liabilities and are not expected to require significant disclosure. 2 Critical accounting judgements and key sources of estimation uncertainty In the application of the Group’s accounting policies, which are described in note 1, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision only affects that period or in the period of revision and future periods if the revision affects both current and future periods. • • • IFRS 9 Financial Instruments replaces the existing requirements in IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 includes revised guidance on the classification and measurement of financial instruments, including the new expected credit loss model for calculating impairment of financial assets, and the new general hedge accounting requirements. IFRS 9 is effective for annual periods beginning on or after 1 January 2018. This is not expected to have a significant impact on the Group; IFRS 15: IFRS 15 replaces existing IFRS revenue recognition requirements in IAS 18 Revenue. The standard applies to all revenue contracts and provides a model for the recognition and measurement of sales of some non-financial assets (e.g. disposals of property, plant and equipment). The core principle of IFRS 15 is that revenue is recognised to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Application is required for annual periods beginning on or after 1 January 2017. The Group are currently assessing the impact of IFRS 15, we do not currently anticipate that it will have a significant impact on our results; and IFRS 16 Leases: will bring all leases onto the balance sheet. The Group are currently assessing the impact of IFRS 16. 1 Accounting policies continued Use of non‑GAAP measures The Directors believe that reporting profits and EPS before exceptional items and LTIP charges provides useful information for shareholders on underlying trends and performance. These are the measures used internally and are considered more useful measures for understanding the true performance of the business. These measures are not defined by IFRS and therefore may not be directly comparable to other companies’ adjusted profit or EPS measures. They are not intended to be a substitute for, or superior to IFRS measures. The adjustments made to profits and EPS are: • exceptional items – please see • note 14; and IFRS 2 Share-based Payments – a non-cash charge to the income statement for share-based payments and related NI costs. IFRS 2 requires the fair value of equity instruments measured at grant date to be spread over the period during which the employees become unconditionally entitled to the options. Other than the NI element, this is a non-cash charge and has been excluded as it does not reflect the underlying core trading performance of the Group. New standards and interpretations not applied Management continually reviews the impact of newly published standards and amendments and considers, where applicable, disclosure of their impact on the Group. The following standards, interpretations and amendments issued by the IASB have an effective date after the date of these financial statements and are considered by management to be relevant to the Group: 56 IG Design Group plcAnnual report and financial statements 2017 The estimates and assumptions that have had a significant bearing on the financial statements in the current year or could have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: Critical judgements in applying the Group’s accounting policies The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the Directors have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the financial statements. Exceptional items The Directors have chosen to separate certain items of financial performance which they believe, because of size or incidence, require separate disclosure to enable underlying performance to be assessed. These items are fully described in note 10. Key sources of estimation uncertainty The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year, are discussed in the strategic report and below. Consolidation of less than 100% owned subsidiaries Where the Company owns less than 100% of the share capital and voting rights of Group companies, the decision of whether or not the investee should be treated as a subsidiary and consolidated in full in the Group accounts requires judgement. Management consider the individual facts and circumstances relating to the ability to control and benefit from the risks and rewards of investee trading in determining the appropriate treatment, which is then adopted consistently and reviewed annually for any changes in these facts and circumstances. Impairment of goodwill and property, plant and equipment Determining whether goodwill and property, plant and equipment are impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated or to which property, plant and equipment belong. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. The carrying amount of goodwill at the balance sheet date was £32.0 million (2016: £31.5 million). No impairment (2016: nil) was required. The carrying amount of property, plant and equipment was £32.6 million (2016: £30.2 million). No impairment loss (2016: nil) was required (see notes 11 and 12). Provision for slow moving inventory The Group has guidelines for providing for inventory which may be sold below cost due to its age or condition. Directors assess the inventory at each location and in some cases decide that there are specific reasons to provide more than the guideline levels, or less if there are specific action plans in place which mean the guideline provision level is not required. Determining the level of inventory provision requires an estimation of likely future realisable value of the inventory in various time frames and comparing with the cost of holding stock for those time frames. Regular monitoring of stock levels, the ageing of stock and the level of the provision is carried out by the Directors. Details of inventory carrying values are provided in note 14. At the year end, stock acquired more than 15 months previously had increased from £5.9 million to £7.2 million and the Group has provisions of £8.4 million (2016: £4.6 million) over the total inventory value. Share‑based payments The Directors are required to estimate the fair value of the awards granted and the quantum of awards expected to vest. This entails the use of pricing models for the fair value calculation and the Directors use specialist advisers to support on this calculation where the pricing model is complex. The estimate of awards expected to vest required judgement and is reliant on the accuracy of management forecasts. Details of the key assumptions made in the measurement of share-based payments are provided in note 25. Taxation There are many transactions and calculations for which the ultimate tax determination is uncertain. Significant judgement is required in determining the Group’s tax assets and liabilities. Deferred tax assets have been recognised to the extent they are recoverable based on profit projections for future years. Income tax liabilities for anticipated issues have been recognised based on estimates of whether additional tax will be due. Notwithstanding the above, the Group believes that it will recover tax assets and has adequate provision to cover all risks across all business operations. See note 13 for more details. 57 IG Design Group plcAnnual report and financial statements 2017Financials – Group Notes to the consolidated financial statements continued year ended 31 March 2017 3 Financial risk management Risk management is discussed in the strategic report and a discussion of risks and uncertainties can be found on pages 27 to 29 along with the Group’s key risks. See note 26 for additional information about the Group’s exposure to each of these risks and the ways in which they are managed. Below are key financial risk management areas: • currency risk is mitigated by a mixture of forward contracts, spot currency purchases and natural hedges; • liquidity risk is managed by monitoring daily cash balances, weekly cash flow forecasts, regular reforecasting of monthly working capital and regular dialogue with the Group’s banks; and • credit risk is managed by constant review of key debtors and banking with reputable banks. 4 Segmental information The Group has one material business activity being the design, manufacture and distribution of gift packaging and greetings, stationery and creative play products, and design-led giftware. For management purposes the Group is organised into four geographic business units. The results below are allocated based on the region in which the businesses are located; this reflects the Group’s management and internal reporting structure. The decision was made during 2011 to focus Asia as a service provider of manufacturing and procurement operations, whose main customers are our UK businesses. Both the China factory and the majority of the Asian procurement operations are overseen by our UK operational management team and we therefore continue to include Asia within the internal reporting of the UK operations, such that UK and Asia comprise an operating segment. Intra-segment pricing is determined on an arm’s length basis. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Financial performance of each segment is measured on operating profit. Interest expense or revenue and tax are managed on a Group basis and not split between reportable segments. However the related financial liability and cash has been allocated out into the reportable segments as this is how they are managed by the Group. Segment assets are all non-current and current assets, excluding deferred tax and income tax, which are shown in the eliminations column. Where cash shown in one segment nets under the Group’s banking facilities against overdrafts in other segments, the elimination is shown in the eliminations column. Inter-segment receivables and payables are eliminated similarly. UK and Asia £000 Europe £000 USA £000 Australia £000 Eliminations £000 Group £000 Year ended 31 March 2017 Revenue – external – inter segment Total segment revenue 114,113 45,497 117,831 33,551 — 310,992 2,904 227 — — (3,131) — 117,017 45,724 117,831 33,551 (3,131) 310,992 Segment result before exceptional items 5,541 4,490 6,119 1,710 — — (1,037) — 5,541 4,490 5,082 1,710 — — — 17,860 (1,037) 16,823 (2,567) (1,229) (2,719) 10,308 Exceptional items Segment result Central administration costs Net finance expenses Income tax Profit for the year ended 31 March 2017 Balances at 31 March 2017 Segment assets Segment liabilities Capital expenditure 95,760 20,413 21,461 11,717 5,398 154,749 (10,934) (16,382) (27,952) (5,753) (3,678) (64,699) – property, plant and equipment – intangible 1,866 184 687 36 812 1,268 263 Depreciation Amortisation 58 1,813 1,081 1,306 194 45 536 51 371 23 — — — — 4,633 534 4,571 798 IG Design Group plcAnnual report and financial statements 2017 Year ended 31 March 2016 Revenue – external – inter segment Total segment revenue Segment result Central administration costs Net finance expenses Income tax Profit for year ended 31 March 2016 Balances at 31 March 2016 Segment assets Segment liabilities Capital expenditure — property, plant and equipment — intangible Depreciation Amortisation UK and Asia £000 Europe £000 USA £000 Australia £000 Eliminations £000 Group £000 109,723 34,097 65,259 27,871 — 236,950 2,085 337 — — (2,422) — 111,808 34,434 65,259 27,871 (2,422) 236,950 5,700 2,874 3,465 1,494 — 13,533 (909) (2,763) (2,219) 7,642 114,171 18,029 (3,789) 9,806 4,296 142,513 (46,711) (10,499) (6,678) (4,956) (2,297) (71,141) 1,508 285 2,062 163 530 1,924 16 654 40 56 711 55 415 25 169 27 — — — — 4,377 382 3,596 285 • Capital expenditure consists of additions of property, plant and equipment, intangible assets and goodwill. • No single customer accounts for over 10% of total sales. • The assets and liabilities that have not been allocated to segments consist of deferred tax assets £5,398,000 (2016: £4,296,000) and income tax payable of £3,153,000 (2016: £1,945,000), deferred tax liability £525,000 (2016: £352,000). • Central recharges are included within the result of the segment that takes the recharge. The balance of the central costs are not allocated to segments. Geographical information The Group’s information about its segmental assets (non-current assets excluding deferred tax assets and other financial assets) and turnover by customer destination and product are detailed below: UK and Asia USA Europe Australia Non-current assets 2017 £000 2016 £000 38,990 38,857 9,936 7,939 14,173 13,683 3,189 1,947 66,288 62,426 59 IG Design Group plcAnnual report and financial statements 2017Financials – Group Notes to the consolidated financial statements continued year ended 31 March 2017 4 Segmental information continued All turnover arose from the sale of goods. Turnover by customer destination UK USA Europe Australia and New Zealand Rest of the world 2017 £000 83,249 133,452 2016 £000 80,010 79,629 55,122 43,836 33,551 5,618 27,871 5,604 2017 % 27 42 18 11 2 2016 % 34 33 19 12 2 310,992 236,950 100 100 5 Expenses and auditor’s remuneration Included in profit are the following charges/(credits): Depreciation Profit/(loss) on sales of property, plant and equipment and intangible assets Release of deferred grant income Amortisation of intangible assets Operating lease payment – minimum lease payment Sub-lease rental income Write down of inventories to net realisable value Reversal of previous write downs on inventory Loss/(gain) on foreign exchange Auditor’s remuneration: Amounts receivable by auditor and its associates in respect of: Audit of these financial statements Audit of financial statements of subsidiaries pursuant to legislation – Overseas subsidiaries – UK subsidiaries Other services Notes 2017 £000 2016 £000 11 4,571 3,596 7 12 27 7 14 14 75 (108) 798 4,460 (558) 7,383 (57) 860 (185) (645) 285 3,889 (547) 4,316 — (1,100) 2017 £000 2016 £000 35 30 195 50 158 143 50 — 60 IG Design Group plcAnnual report and financial statements 2017 6 Staff numbers and costs The average number of persons employed by the Group (including Directors) during the year, analysed by category, was as follows: Selling and administration Production and distribution The aggregate payroll costs of these persons were as follows: Wages and salaries Share-based payments – Long Term Incentive Plan Social security costs Other pension costs Number of employees 2017 480 1,626 2,106 2016 418 1,554 1,972 Note 25 2017 £000 2016 £000 49,846 39,647 2,216 3,792 3,473 908 2,904 2,957 59,327 46,416 For information on Directors’ remuneration please refer to the sections titled ‘Executive share options’ and ‘Directors’ remuneration’ within the Directors’ remuneration report. 7 Other operating income Grant income received Sub-lease rentals credited to the income statement Other 8 Finance expenses Interest payable on bank loans and overdrafts Other similar charges Finance charges in respect of finance leases Unwinding of fair value discounts Interest payable under the effective interest method Derivative financial instruments at fair value through income statement 2017 £000 108 558 (456) 210 2016 £000 645 547 (434) 758 2017 £000 2016 £000 1,177 1,622 580 113 79 1,949 (720) 1,229 349 149 74 2,194 569 2,763 61 IG Design Group plcAnnual report and financial statements 2017Financials – Group Notes to the consolidated financial statements continued year ended 31 March 2017 9 Taxation Recognised in the income statement Current tax expenses Current year – UK corporation tax Current year – foreign tax Adjustments for prior years Deferred tax expense Original and reversal of temporary differences Adjustments in respect of previous periods Total tax in income statement Reconciliation of effective tax rate Profit before tax Profit before tax multiplied by the standard rate of corporation tax rate of 20% in the UK (2016: 20%) 2,605 Effects of: Expenses not deductible for tax purposes Previously unrecognised tax assets Deferred tax effect on tax rate changes Differences between UK and overseas tax rates Other items Adjustments in respect of prior years Total tax in income statement 10 Exceptional items Acquisition of The Lang Companies Inc Transaction and restructuring costs(a) Gain on bargain purchase(b) Restructuring of American operations(c) Total before tax Income tax credit 2017 £000 2016 £000 607 67 2,533 1,506 (8) (53) 3,132 1,520 (219) (194) (413) 913 (214) 699 2,719 2,219 2017 £000 13,027 279 (1,637) (8) 1,097 585 (202) 2016 £000 9,861 1,972 138 (367) 140 704 (101) (267) 2,719 2,219 Cost of sales £000 Admin expenses £000 Total £000 — — 722 722 (1,271) (1,271) 1,532 1,532 54 (495) 1,586 1,037 (761) 276 (a) Transaction and restructuring costs relating to the acquisition of the Lang business. (b) Gain on bargain purchase on the acquisition of the Lang business (see note 31 for further details). (c) Restructuring of American printing platform. There were no exceptional items in the year ended 31 March 2016. Impact of exceptional items on cash flow There was a £656,000 impact on the current year’s cash flow (2016: £200,000) which included £nil (2016: £200,000) of outflow deferred from last year. 62 IG Design Group plcAnnual report and financial statements 2017 11 Property, plant and equipment Land and buildings Freehold £000 Leasehold £000 Plant and equipment £000 Fixtures and fittings £000 Motor vehicles £000 Cost Balance at 1 April 2015 23,120 8,476 43,900 Additions Disposals Effect of movements in foreign exchange 172 (2,564) 676 297 (12) 209 3,548 (3,600) (1,972) 1,003 114 Balance at 1 April 2016 21,404 8,970 44,851 (1,229) Additions Disposals Additions on acquisition of business Transfers between categories(a) 452 — — (1,121) 220 (72) 169 (63) Effect of movements in foreign exchange 658 1,277 3,166 (4,569) — 2,197 2,527 525 (538) 123 4,343 236 473 156 613 204 (95) 47 769 270 (180) — 9 87 Total £000 76,582 4,377 (8,243) 2,049 74,765 4,633 (5,359) 292 5,365 4,785 Balance at 31 March 2017 Depreciation and impairment Balance as at 1 April 2015 Depreciation charge for the year Disposals Effect of movements in foreign exchange Balance at 1 April 2016 Depreciation charge for the year Disposals Transfers between categories(a) Effect of movements in foreign exchange Balance at 31 March 2017 Net book value Balance at 31 March 2017 At 31 March 2016 21,393 10,501 48,172 3,460 955 84,481 (11,636) (3,691) (30,701) (910) 1,317 (240) (441) 12 (96) (2,012) 3,467 (668) (257) (145) 1,972 (94) (422) (46,707) (88) 93 (35) (3,596) 6,861 (1,133) (11,469) (4,216) (29,914) 1,476 (452) (44,575) (742) — 936 (236) (301) 25 17 (561) (3,201) 4,571 (2,057) (1,667) (241) 531 (4,211) (130) (86) 150 (50) (46) (4,571) 5,277 (5,365) (2,640) (11,511) (5,036) (32,268) (2,575) (484) (51,874) 9,882 5,465 15,904 9,935 4,754 14,937 885 247 471 32,607 317 30,190 (a) Transfer between categories includes reclassification of previously combined assets as well as a gross up of the brought forward balances of certain asset cost and depreciation amounts that had previously been netted off. The effect on net book value of these adjustments is nil. Depreciation is charged to either cost of sales, selling costs or administration costs within the income statement depending on the department to which the assets relate. Leased plant and machinery The net book value of property, plant and equipment included an amount of £144,000 (2016: £3,725,000) in respect of assets held under finance leases. Depreciation with respect of these assets was £244,000 (2016: £290,000). Security All freehold properties are subject to a fixed charge. 63 IG Design Group plcAnnual report and financial statements 2017Financials – Group Notes to the consolidated financial statements continued year ended 31 March 2017 12 Intangible assets Cost Balance at 1 April 2015 Additions Disposals Effect of movements in foreign exchange Balance at 1 April 2016 Additions Additions on acquisition of businesses Disposals Effect of movements in foreign exchange Balance at 31 March 2017 Amortisation and impairment Balance at 1 April 2015 Amortisation for the year Disposals Effect of movements in foreign exchange Balance at 1 April 2016 Amortisation for the year Disposals Effect of movements in foreign exchange Balance at 31 March 2017 Net book value Balance at 31 March 2017 At 31 March 2016 Goodwill £000 Computer software £000 Other intangibles £000 Total £000 40,252 3,821 102 44,175 — — 679 382 (694) 57 — — 8 382 (694) 744 40,931 3,566 110 44,607 35 — — 1,508 487 261 (441) 278 12 969 — 42 534 1,230 (441) 1,828 42,474 4,151 1,133 47,758 (9,193) (3,266) — — (246) (258) 693 (46) (24) (27) — (4) (12,483) (285) 693 (296) (9,439) (2,877) (55) (12,371) — — (1,004) (432) 390 (285) (366) — (9) (798) 390 (1,298) (10,443) (3,204) (430) (14,077) 32,031 31,492 947 689 703 33,681 55 32,236 The aggregate carrying amounts of goodwill allocated to each geographical segment are as follows: 2017 £000 2016 £000 25,600 25,600 5,146 1,285 4,797 1,095 32,031 31,492 UK and Asia Europe Australia Total 64 IG Design Group plcAnnual report and financial statements 2017 Impairment The Group tests goodwill each year for impairment, or more frequently if there are indications that goodwill might be impaired. For the purposes of impairment testing, goodwill considered significant in comparison to the Group’s total carrying amount of such assets has been allocated to the business unit, or group of business units, that are expected to benefit from the synergies of the combination (see table on page 64), which represents the lowest level within the Group at which the goodwill is monitored for internal management purposes, and is referred to below as a cash-generating unit. During the last few years the businesses have begun to work more closely with each other, exploiting the synergies that arise. The recoverable amounts of cash-generating units are determined from the higher of value in use and fair value less costs to sell. The Group prepares cash flow forecasts for each cash-generating unit derived from the most recent financial budgets for the following three years which are approved by the Board. The key assumptions in those budgets are sales, margins achievable and overhead costs, which are based on past experience and future expectations. The Group then extrapolates cash flows for the following seven years based on a conservative estimate of market growth of 2% (2016: 2%). The cash-generating units used the following pre-tax discount rates which are derived from an estimate of the Group’s future Weighted Average Cost of Capital (“WACC”) adjusted to reflect the market assessment of the risks specific to the current estimated cash flows over the same period. The Group’s WACC has been compared to other similar companies and is felt to be appropriate. Pre-tax discount rates used were: UK and Asia Europe Australia 2017 10.5% 12.3% 14.1% 2016 11.5% 11.3% 14.1% All of the cash-generating units’ values in use were determined to be higher than fair value less costs to sell, thus this was used as the recoverable amount. In all businesses the carrying value of the goodwill was supported by the recoverable amount and there are currently no reasonably foreseeable changes to assumptions that would give rise to an impairment of the carrying value. The Directors do not believe a reasonably possible change to the assumptions would give rise to an impairment. The Directors have considered a 3% movement in the discount rate and a flat budget growth rate assumption in their assessment, with these changes in assumptions there is still considerable headroom and no indication of impairment. 13 Deferred tax assets and liabilities Recognised deferred tax assets and liabilities Deferred tax assets and liabilities are attributable to the following: Property, plant and equipment Capital gains deferred Tax loss carried forward Other timing differences Net tax assets/(liabilities) Assets 2017 £000 46 — 1,794 4,439 6,279 2016 £000 41 — 2,622 2,583 Liabilities 2017 £000 2016 £000 Net 2017 £000 2016 £000 (1,143) (1,115) (1,097) (1,074) (76) — (187) (184) (1) (2) (76) 1,794 4,252 4,873 (184) 2,621 2,581 3,944 5,246 (1,406) (1,302) Deferred tax is presented net on the balance sheet in so far as a right of offset exists. The net deferred tax asset is £5,398,000 (2016: £4,296,000) and the net deferred tax liability is £525,000 (2016: £352,000). 65 IG Design Group plcAnnual report and financial statements 2017Financials – Group Notes to the consolidated financial statements continued year ended 31 March 2017 13 Deferred tax assets and liabilities continued Recognised deferred tax assets and liabilities continued The deferred tax asset in respect of tax losses carried forward at 31 March 2017 of £1,794,000 (2016: £2,621,000) is comprised of UK tax losses of £907,000 (2016: £1,055,000) and US losses of £887,000 (2016: £1,566,000). US tax losses carried forward will become irrecoverable in March 2027. UK tax losses may be carried forward indefinitely. The deferred tax assets have been recognised where the Board considers there is sufficient evidence that taxable profits will be available against which the tax losses can be utilised. The Board expects that the tax losses will be recoverable against future profits but given the level of tax losses brought forward, recoverability has been assessed on the basis of expected profits currently forecast in the next three to five years. Deferred tax assets in respect of taxable losses that are expected to be recovered outside this forecast period have not been recognised. This includes unrecognised deferred tax assets in respect of UK losses of £305,000 (2016: £340,000), £nil (2016: £1,385,000) in respect of US tax losses, £84,000 (2016: £118,000) in respect of China, and £284,000 (2016: £261,000) in respect of Asia. A deferred tax liability of £233,000 has been recognised based on the tax cost of remitting earnings from China. No other deferred tax liability has been recognised on unremitted earnings of the overseas subsidiaries as if all unremitted earnings were repatriated with immediate effect, no other tax charge would be payable. Reductions in the UK corporation tax rate from 20% to 19% (effective from 1 April 2017) and 18% (effective from 1 April 2020) were substantially enacted on 26 October 2015. A 17% UK corporate tax rate was substantially enacted on 6 September 2016 and will replace the 18% rate effective from 1 April 2020. Those rate reductions have been reflected in the calculation of deferred tax at the balance sheet date. There are no deferred tax balances with respect to cash flow hedges. Movement in deferred tax during the year Property, plant and equipment Capital gains deferred Tax loss carried forward Other timing differences Net tax assets Movement in deferred tax during the prior year Property, plant and equipment Capital gains deferred Tax loss carried forward Other timing differences Net tax assets 1 April 2016 £000 Acquired with subsidiary £000 Recognised in income £000 Recognised in equity £000 (1,074) (184) 2,621 2,581 3,944 (40) — — (772) (812) 100 108 (1,080) 1,285 413 (83) — 253 1,158 1,328 1 April 2015 £000 Acquired with subsidiary £000 Recognised in income £000 Recognised in equity £000 (127) (280) 3,334 1,194 4,121 — — — — — (890) 96 (677) 772 (699) (57) — (36) 615 522 31 March 2017 £000 (1,097) (76) 1,794 4,252 4,873 31 March 2016 £000 (1,074) (184) 2,621 2,581 3,944 66 IG Design Group plcAnnual report and financial statements 2017 14 Inventory Raw materials and consumables Work in progress Finished goods 2017 £000 5,933 8,668 2016 £000 5,981 8,934 34,874 31,091 49,475 46,006 Of the £49,475,000 (2016: £46,006,000) stock value £46,346,000 (2016: £40,899,000) is held at cost and £3,129,000 (2016: £5,107,000) is held at net realisable value. The write down in the year of inventories to net realisable value amounted to £7,383,000 (2016: £4,316,000). The reversal of previous write downs amounted to £57,000 (2016: £nil). The reversal is due to the inventory being either used or sold. Materials, consumables, changes in finished goods and work in progress recognised as a cost of sale amounted to £213,306,000 (2016: £169,491,000). On the 6 June 2016 the Group’s bank facilities were renegotiated, the asset-backed loan facility was replaced with an invoice discounting facility. Stock is no longer used to secure the bank facilities except as part of a fixed and floating charge over all other assets of the Group. In the prior year part of the Group’s funding was via asset-backed loans from our bankers. These loans were secured on part of the inventory and trade receivables of the UK, European and American businesses. The amount of the prior year-end inventory available to secure an asset-backed loan was £37,981,000. In addition bank loans to Hoomark and IG Design Group USA, Inc (formerly International Greetings USA) (which were repaid during the year) were secured on a freehold property and contents, including inventory, therein. Please see note 17 for more details of the new banking facilities. During the year the Group reviewed the life of certain printing consumables (printing sleeves and cylinders) resulting in a revision to the estimated life over which their costs are charged to cost of sales in the profit and loss account. The detailed review considered the current usage patterns and the estimated lives were updated to best reflect the likely future usage. The net impact of this change in estimate was an increased underlying charge of £172,000 and an exceptional charge of £1,137,000 in the year. 15 Trade and other receivables Trade receivables Prepayments and accrued income Other receivables VAT receivable 2017 £000 2016 £000 25,991 18,634 1,539 1,871 221 1,645 790 118 29,622 21,187 On 6 June 2016 the Group’s bank facilities were renegotiated, the asset backed loan facility was replaced with an invoice discounting facility and seasonal revolving credit facility. None of this facility was drawn at 31 March 2017. In the prior year part of the Group’s funding was via asset-backed loans from our bankers. These loans were secured on part of the inventory and trade receivables of the UK, European and American businesses. The amount of the prior year-end trade receivables available to secure the asset-backed loans was £14,839,000. The asset-backed loan balance at 31 March 2016 was £797,000. Please see note 17 for more details of the new banking facilities. There are no trade receivables in the current year (2016: £nil) expected to be recovered in more than twelve months. The Group’s exposure to credit and currency risks and impairment losses related to trade and other receivables is disclosed in note 26. 67 IG Design Group plcAnnual report and financial statements 2017Financials – Group Notes to the consolidated financial statements continued year ended 31 March 2017 16 Cash and cash equivalents/bank overdrafts Cash and cash equivalents Bank overdrafts Cash and cash equivalents per cash flow statement Net debt Cash and cash equivalents Bank loans and overdrafts Loan arrangement fees Finance leases Net debt as used in the financial review 2017 £000 3,659 (916) 2,743 2016 £000 8,380 (1,508) 6,872 Note 2017 £000 2016 £000 3,659 8,380 17 (916) (23,650) 271 (45) 209 (2,422) 2,969 (17,483) The Group’s exposure to interest rate risk and sensitivity analysis for financial assets and liabilities are disclosed in note 26. The bank loans and overdrafts are secured by a fixed charge on certain of the Group’s land and buildings, a fixed charge on certain of the Group’s book debts and a floating charge on certain of the Group’s other assets. See note 17 for further details of the Group’s loans and overdrafts. 17 Loans and borrowings This note provides information about the contractual terms of the Group’s interest-bearing loans and borrowings. For more information about the Group’s exposure to interest rate and foreign currency risk, see note 26. Non-current liabilities Secured bank loans (see page 69) Loan arrangement fees Current liabilities Asset backed loan Current portion of secured bank loans (see page 69) Bank loans and borrowings (see page 69) Loan arrangement fees 2017 £000 2016 £000 — 18,425 (39) (39) (76) 18,349 — — — (232) (232) 797 2,920 3,717 (133) 3,584 68 IG Design Group plcAnnual report and financial statements 2017 Terms and debt repayment schedule Due within one year: Bank loans and borrowings (see page 70) Bank overdrafts Due between one and two years: Secured bank loans (see page 70) Due between two and five years: Secured bank loans (see page 70) Due after more than five years: Secured bank loans (see page 70) Note 2017 £000 2016 £000 16 — 916 3,717 1,508 — 5,407 — 10,250 — 2,768 916 23,650 Secured bank loans The Group (excluding the Australia joint venture) negotiated a global refinancing on 6 June 2016. The wholly owned Group is now funded by HSBC. The new facilities comprise: • a three-year revolving credit facility (“RCF”) for £18 million which is sufficient to fund the Group’s core financing requirements; • a hire purchase agreement for £2.3 million in respect of the equipment installed in Wales in 2014 and maturing in 2021 – this was the only part of the facilities that was unchanged in the new arrangements and was repaid later in the year. receivables financing arrangements for an initial term of three years in the UK, Europe, USA and Hong Kong; and • • a further flexible RCF with availability varying from month to month to meet requirements during the seasonal inventory build. This is reviewed annually but capable of extension to match the maturity of the core RCF. In total the Group estimates the effectively available facilities at over £125.5 million, more than sufficient to cover the peak requirements. The facilities have flexible elements within them that mean they can grow with the Group’s requirements. The facility was capable of extension for two further years at the same terms should the parties agree. The first one year extension was agreed on 31 May 2017. Invoice financing arrangements are secured over the trade receivables that they are drawn on. The RCF facilities are secured with a fixed and floating charge over all other assets of the Group. The facilities do not amortise with time. There are financial covenants, tested quarterly, attached to the new facilities as follows: • • interest cover, being the ratio of earnings before interest, depreciation and amortisation to interest on a rolling twelve-month basis; and leverage, being the ratio of debt to pre-exceptional EBITDA on a rolling twelve-month basis. There is a further covenant tested monthly in respect of the working capital RCF by which available asset cover must not fall below agreed levels relative to amounts drawn. Under the terms of the refinancing agreement the loans shown below, where outstanding, were repaid on 6 June 2016. 69 IG Design Group plcAnnual report and financial statements 2017Financials – Group Notes to the consolidated financial statements continued year ended 31 March 2017 17 Loans and borrowings continued Secured bank loans continued The following facilities were in place at 31 March 2016 and were all repaid during the current year. Bank overdraft and ABL Bank overdrafts and ABL balances were £1,508,000 and £797,000 at 31 March 2016. The outstanding balances at 6 June 2016 were repaid. The overdraft was secured on the assets of the Group, ABL balances were secured over inventory and trade receivable balances (see notes 14 and 15 for further details). Loan 1 The principal of £263,000 was repayable over a five-year period ending September 2019. It was repaid early on 6 June 2016 It was secured over part of the plant and machinery of IG Design Group Americas Inc. It was subject to a variable rate of interest linked to the US FRR. The currency of denomination of the loan was US dollars. Loan 2 The principal of £4,553,000 was repayable quarterly over a 20-year period ending in July 2028. It was repaid early on 6 June 2016. The loan was secured over the freehold land and buildings and the content therein of Hoomark BV and was subject to a variable rate of interest linked to EURIBOR, that had been swapped to a fixed rate for a notional amount of £5,469,000 over a period of five years ending in January 2017. This interest rate swap was cancelled during the year. The currency of denomination of the loan was euros. Loan 3 The principal of £9,068,000) was repayable in May 2018. It was repaid early on 6 June 2016. £6,925,000 was denominated in sterling and £2,143,000 was denominated in US dollars. They were subject to a variable interest rate linked to LIBOR except for the element that has been swapped. At 31 March 2016 the Group had an interest rate cap on a notional amount of £8 million, and a notional amount of $8 million, whereby interest payable had been capped at 1.5% on both notional amounts. Both these swaps expired during the year. Loan 4 The principal of £7,462,000) was repayable and amortised to May 2017. It was repaid early on 6 June 2016. £4,337,000 was denominated in sterling and £3,125,000) was denominated in US dollars. They were subject to a variable interest rate linked to LIBOR. See pages 24 and 25 of the financial review for further details. 18 Deferred income Included within non-current liabilities Deferred grant income Included within current liabilities Deferred grant income Other deferred income Deferred grant income 2017 £000 2016 £000 1,083 1,145 98 13 111 105 13 118 The deferred grant income is in respect of government grants relating to the development of the site in Wales. This is being amortised in line with depreciation on the new investment. 70 IG Design Group plcAnnual report and financial statements 2017 19 Provisions Balance at 1 April 2016 Provisions made in the year Provisions released during the year Unwinding of fair value discounts Provisions utilised during the year Effect of movements in foreign exchange Balance at 31 March 2017 Non-current Current Property £000 971 — — 79 (72) — Other £000 110 338 (113) — (3) 12 Total £000 1,081 338 (113) 79 (75) 12 978 344 1,322 2017 £000 881 441 2016 £000 869 212 1,322 1,081 The provision represents the estimated reinstatement cost of two of the Group’s leasehold properties under fully repairing leases and provision for an onerous lease for one of those properties. A professional valuation was performed during 2016 for one of the leasehold properties and the provision was reassessed and is stated after discounting at £829,000 of the non-current balance relates to a lease expiring in 2036; the balance relates to items between two and five years. Other provisions represents management’s best estimate in respect of minor claims arising in the normal course of business. 20 Other financial liabilities Included within non-current liabilities Finance lease Other creditors and accruals Included within current liabilities Finance lease Other creditors and accruals Interest rate swaps and forward foreign currency contracts carried at fair value through the income statement Interest rate swaps and forward foreign exchange contracts carried at fair value through the hedging reserve Finance lease liabilities Finance lease liabilities are payable as follows: 2017 £000 2016 £000 13 1,898 1,911 1,948 147 2,095 32 474 18,405 12,020 2 678 60 571 18,499 13,743 Less than one year Between one and five years More than five years 2017 2016 Minimum lease payments £000 35 15 — 50 Interest £000 Principal £000 (3) (2) — (5) 32 13 — 45 Minimum lease payments £000 562 2,072 — 2,634 Interest £000 (88) (124) — (212) Principal £000 474 1,948 — 2,422 71 IG Design Group plcAnnual report and financial statements 2017Financials – Group Notes to the consolidated financial statements continued year ended 31 March 2017 21 Trade and other payables Trade payables Other payables including income taxes and social security VAT payable 2017 £000 2016 £000 36,341 26,023 749 360 730 468 37,450 27,221 22 Share capital Authorised share capital at 31 March 2017 and 2016 was £6,047,443 divided into 120,948,860 ordinary shares of 5p each. In thousands of shares In issue at 1 April Options exercised during the year Share placing In issue at 31 March – fully paid Allotted, called up and fully paid Ordinary shares of £0.05 each Ordinary shares 2017 2016 59,257 58,206 385 1,051 3,000 — 62,642 59,257 2017 £000 2016 £000 3,132 2,963 Share options exercised during the year resulted in 385,000 ordinary shares being issued (2016: 443,000) which generated cash proceeds of £53,000 (2016: £104,000). No LTIP options were exercised during the year (2016 exercises amounted to 607,652 ordinary shares being issued at nil cost). On 25 July 2016 the Group raised £5,250,000 (before expenses) by way of a share placing of 3,000,000 new ordinary shares at a price of £1.75 per share. The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company. 72 IG Design Group plcAnnual report and financial statements 2017 23 Earnings per share Underlying earnings per share excluding exceptional items and LTIP charges Cost per share on LTIP charge Underlying earnings per share excluding exceptional items Cost per share on exceptional items Earnings per share 2017 Diluted pence 18.2 (2.8) 15.4 (0.4) 15.0 Basic pence 19.0 (2.9) 16.1 (0.4) 15.7 2016 Diluted pence 13.2 (1.2) 12.0 0.0 12.0 Basic pence 13.5 (1.2) 12.3 0.0 12.3 The basic earnings per share is based on the profit attributable to equity holders of the Company of £9,650,000 (2016: £7,261,000) and the weighted average number of ordinary shares in issue of 61,539,000 (2016: 58,843,000) calculated as follows: In thousands of shares Issued ordinary shares at 1 April Shares issued in respect of exercising of share options Shares issued in respect of share placing Weighted average number of shares at 31 March 2017 2016 59,257 58,206 260 2,022 637 — 61,539 58,843 Underlying basic earnings per share excludes exceptional items charged of £1,037,000 (2016: £nil) and the tax relief attributable to those items of £761,000 (2016: £nil), to give underlying profit of £9,926,000 (2016: £7,261,000). Underlying earnings per share excludes exceptional items and LTIP charges of £3,253,000 (2016: £908,000) and tax relief attributable to those items of £1,203,000 (2016: £205,000), to give underlying profit of £11,700,000 (2016: £7,964,000). Diluted earnings per share The average number of share options under the Executive Share Options 2008 Scheme outstanding in the year is 835,680 (2016: 1,371,739) at an average exercise price of 14p (2016: 14p). The average number of share options under the LTIP scheme outstanding in the year is 500,000 (2016: 638,178) at nil cost. The diluted earnings per share is calculated assuming all these options were exercised, and taking into account LTIP awards whose specified performance conditions were satisfied at the end of the reporting period. At 31 March the diluted number of shares was 64,161,000 (2016: 60,745,000). 24 Dividends paid and proposed A final dividend for year ending 31 March 2016 of 1.75p (for year ending 31 March 2015: 1p) was paid on 21 September 2016. An interim dividend of 1.75p was paid on 17 January 2017 (2016: 0.75p). The Directors are recommending a final dividend of 2.75p per share in respect of the year ended 31 March 2017 (2016: 1.75p). If approved it will be paid in September 2017 to shareholders on the register at the close of business on 7 July 2017. Final equity dividend for prior year Interim equity dividend for current year Dividends paid in the year Proposed for approval at Annual General Meeting Final equity dividend for the current year 2017 2016 Pence per share 1.75p 1.75p 2017 Pence per share £000 1,037 1,097 2,134 £000 Pence per share 1p 0.75p 2016 Pence per share 2.75p 1,723 1.75p £000 582 450 1,032 £000 1,037 73 IG Design Group plcAnnual report and financial statements 2017Financials – Group Notes to the consolidated financial statements continued year ended 31 March 2017 25 Share‑based payments Executive Share Options 2008 Options to subscribe for ordinary shares have been granted, pursuant to the Company’s approved and unapproved Employee Share Option Schemes, which are exercisable at dates ranging up to December 2018. At 31 March 2017, outstanding options were as follows: Approved: Unapproved: Number of ordinary shares 638,570 71,430 710,000 Exercise price pence 14 14 Exercise dates December 2011 – December 2018 December 2011 – December 2018 All share-based payments are equity-settled. There were no performance conditions attached to the approved options (other than continued employment). Conditions related to profitability for the two years to March 2011 were attached to the unapproved options awarded to Executive Directors. The conditions to both schemes have now been fully met. For the share options outstanding at 31 March 2017, the weighted average remaining contract life was 1.7 years (2016: 2.7 years). The numbers and weighted average exercise prices of share options are as follows: 2017 Weighted average exercise price Number of options pence 2016 Weighted average exercise price pence Number of options Outstanding at the beginning of the period 14 1,096,000 16 1,589,285 Lapsed during the year Exercised during the period Outstanding at the end of the period Exercisable at the end of the period 62 — 14 (386,000) 14 710,000 14 710,000 62 17 (50,000) (443,285) 14 1,096,000 14 1,096,000 The weighted average share price at the date of exercise of share options exercised during the period was 212.7p (2016: 171.8p). No share options were granted under this scheme during the year or the previous year. Long Term Incentive Plan On 31 March 2014, the Group announced the introduction of a new Long Term Incentive Plan (“LTIP”). Under the LTIP, ordinary shares of 5p each (“ordinary shares”) may be awarded annually to Executive Board Directors of the Company, Managing Directors and other selected senior management team members within the Group. Ordinary shares only vest to the degree that stretching performance conditions are met. The maximum dilution under the LTIP is 15% over a ten-year period, excluding an award to Anthony Lawrinson of which 1,107,652 shares have vested. The scheme rules which have been agreed by the Remuneration Committee include reasonable provisions in the event of change of control, suitable flexibility to modify performance targets in specified situations and also a mechanism for claw-back under certain circumstances. The Board retains the flexibility for the Employee Benefit Trust to buy ordinary shares to mitigate future dilution. 74 IG Design Group plcAnnual report and financial statements 2017 The performance period for each award under the LTIP is expected to be three years. The cost to employees of ordinary shares issued under the LTIP, if the performance criteria are met, will be nil. In principle the number of ordinary shares to be granted to each employee under the LTIP will not in value be more than a 100% of the relevant employee’s salary based on the relevant share price at the time of grant, although the rules allow an upper maximum of 150%. 2012-2015 LTIP scheme 2014-2017 LTIP scheme(a) All performance criteria have been met. Number of ordinary shares 500,000 1,330,351 1,830,351 Exercise price pence nil nil Exercise dates June 2016 – March 2024 June 2017 – August 2024 2017 2016 Weighted average exercise price pence Weighted average exercise price pence Number of options Number of options Outstanding at the beginning of the period nil 500,000 nil 1,107,652 Options vesting during the period(a) Exercised during the period Outstanding at the end of the period Exercisable at the end of the period nil 1,330,351 nil — nil 1,830,351 nil 1,830,351 nil nil nil nil — (607,652) 500,000 500,000 (a) The shares relating to the 2014-17 scheme formally vest on 21 June 2017 following the Remuneration Committee and Audit Committee approval of the results for the year ended 31 March 2017. The award periods now in place under the LTIP are as follows: 2014‑2017: provisional share awards totalling 1,297,698 shares Share awards totalling 1,297,698 (1,330,351 after adjusting for the effect of dividends) were issued during 2014/15 to 18 members of the leadership teams across the Group. The performance condition applied is CAGR in fully diluted earnings per share (before exceptional items) and this must be not less than 10% for any initial vesting to take place and up to 20% for the whole amount to vest. The charge for the LTIP granted during the year was based on the share price of 72p at the time the scheme was approved and the expected number of shares to vest. 2015‑2018: provisional share awards totalling 1,176,860 shares Share awards totalling 1,176,860 (1,216,833 after adjusting for the effect of dividends) were issued during 2015/16 to 26 members of the leadership teams across the Group. The performance conditions applied are fully diluted earnings per share (before exceptional items and LTIP charges), profit before tax, LTIP and exceptional items and average leverage. EPS PBT Average leverage (a) CAGR = compound annual growth rate. Weighting Threshold Stretch 50% 30% 20% CAGR(a) 10% CAGR(a) 10% 2.5x CAGR(a) 17.5% CAGR(a) 17.5% 1.8x 25% of the weighted award vests if the relevant threshold target is achieved with straight-line vesting of the balance up to the stretch target at which 100% of the weighted award is made. The charge for the LTIP granted during the year was based on the share price of £1.29 at the time the scheme was approved and the expected number of shares to vest. 75 IG Design Group plcAnnual report and financial statements 2017Financials – Group Notes to the consolidated financial statements continued year ended 31 March 2017 25 Share‑based payments continued Long Term Incentive Plan continued 2016‑2019: provisional share awards totalling 896,649 shares Share awards totalling 896,649 (916,509 after adjusting for the effect of dividends) were issued during the year to 28 members of the leadership teams across the Group. The performance conditions applied are fully diluted earnings per share (before exceptional items and LTIP charges), profit before tax, LTIP and exceptional items. Vesting increases on a straight-line basis and the full number of shares are issuable when both stretch targets are met. EPS PBT (a) CAGR = compound annual growth rate. Weighting 60% 40% Threshold CAGR(a) 10% CAGR(a) 10% Stretch CAGR(a) 17.5% CAGR(a) 17.5% 25% of the weighted award vests if the relevant threshold target is achieved with straight-line vesting of the balance up to the stretch target at which 100% of the weighted award is made. The charge for the LTIP granted during the year was based on the share price of £1.82 at the time the scheme was approved and the expected number of shares to vest. The total expenses recognised for the period arising from equity-settled share-based payments are as follows: Charge in relation to the 2014-2017 LTIP scheme Charge in relation to the 2015-2018 LTIP scheme Charge in relation to the 2016-2019 LTIP scheme Equity-settled share-based payments National Insurance charge on LTIP awards Equity-settled share-based payments National Insurance accrual arising from share-based payment transactions The fair value of the options granted in the year was £1,537,000 (2016: £825,000). The exercise price is nil. 2017 £000 517 662 376 1,555 661 2,216 2017 £000 973 2016 £000 387 209 — 596 312 908 2016 £000 320 National Insurance (“NI”) on share‑based incentives Employer’s NI is accrued, where applicable, at a rate which management expects to be the prevailing rate when share-based incentives are exercised and is based on the latest market value of options expected to vest or having already vested. 76 IG Design Group plcAnnual report and financial statements 2017 26 Financial instruments Derivative financial assets Financial assets designated at fair value through the profit and loss 2017 £000 307 2016 £000 218 a) Fair values of financial instruments The carrying values for each class of financial assets and financial liabilities in the balance sheet, which are given below, are not considered to be materially different to their fair values. As at 31 March 2017, the Group had derivative contracts, which were measured at Level 2 fair value subsequent to initial recognition, to the value of an asset of £307,000 (2016: £218,000) and a liability of £62,000 (2016: £1,249,000). Derivative financial instruments The fair value of forward exchange contracts is assessed using valuation models taking into account market inputs such as foreign exchange spot and forward rates, yield curves and forward interest rates. Fair value hierarchy Financial instruments which are recognised at fair value subsequent to initial recognition are grouped into Levels 1 to 3 based on the degree to which the fair value is observable. The three levels are defined as follows: • • • Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities; Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly; and Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data. b) Credit risk Financial risk management Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s receivables from customers and investment securities. The Group’s exposure to credit risk is managed by dealing only with banks and financial institutions with strong credit ratings. The Group’s financial credit risk is primarily attributable to its trade receivables. The Group has no significant concentration of credit risk exposure as revenues are split across a large number of customers in different geographical areas. The main customers of the Group are large and mid-sized retailers, other manufacturers and wholesalers of greetings products, service merchandisers and trading companies. The Group has established procedures to minimise the risk of default of trade receivables including detailed credit checks undertaken before new customers are accepted and rigorous credit control procedures after sale. These processes have proved effective in minimising the level of impairments required. The amounts presented in the balance sheet are net of allowances for doubtful receivables estimated by the Group’s management, based on prior experience and their assessment of the current economic environment. 77 IG Design Group plcAnnual report and financial statements 2017Financials – Group Notes to the consolidated financial statements continued year ended 31 March 2017 26 Financial instruments continued b) Credit risk continued Exposure to credit risk The carrying amount of financial assets represents the maximum credit exposure. Therefore, the maximum exposure to credit risk at the balance sheet date was £23,924,000 (2016: £28,022,000) being the total of the carrying amount of financial assets excluding equity investments above. The maximum exposure to credit risk for trade receivables at the balance sheet date by geographic region was: UK and Asia USA Europe Australia Credit quality of financial assets and impairment losses The ageing of trade receivables at the balance sheet date was: Not past due Past due 0-60 days 61-90 days More than 90 days 2017 £000 5,486 13,021 3,954 3,530 2016 £000 7,882 4,617 3,299 2,836 25,991 18,634 2017 2016 Gross £000 Impairment £000 Gross £000 Impairment £000 21,875 (31) 13,135 3,465 705 768 (146) (68) 3,960 405 (577) 1,484 26,813 (822) 18,984 (39) (72) (43) (196) (350) There were no unimpaired balances outstanding at 31 March 2017 (2016: £nil) where the Group had renegotiated the terms of the trade receivable. The movement in the allowance for impairment in respect of trade receivables during the year was as follows: Balance at 1 April Charge for the year Unused amounts reversed Amounts written off Effects of movement in foreign exchange Balance at 31 March 2017 £000 350 673 — (235) 34 822 2016 £000 209 311 (68) (115) 13 350 The allowance account for trade receivables is used to record impairment losses unless the Group is satisfied that no recovery of the amount owing is possible; at that point the amounts considered irrecoverable are written off against the trade receivables directly. 78 IG Design Group plcAnnual report and financial statements 2017 c) Liquidity risk Financial risk management The Group’s policy with regard to liquidity ensures adequate access to funds by maintaining an appropriate mix of short-term and longer-term facilities, which are reviewed on a regular basis. The maturity profile and details of debt outstanding at 31 March 2017 is set out in note 17. The following are the contractual maturities of financial liabilities, including estimated interest payments: 31 March 2017 Non-derivative financial liabilities Finance leases – euro leases(a) Other financial liabilities(a) Trade payables(a) Other payables(a) Bank overdraft(a) Derivative financial liabilities Forward foreign exchange contracts carried at fair value through the income statement(b) Forward foreign exchange contracts carried at fair value through the hedging reserve(b) (a) Measured at Level 3. (b) Measured at Level 2. Nominal interest rate % Carrying amount £000 Contractual cash flows £000 One year One to two years £000 or less £000 Notes 20 20 21 21 5.0 45 (50) (35) (15) 20,303 (20,303) (18,405) (1,898) 36,341 (36,341) (36,341) 1,109 (1,109) (1,109) 4.0 – 5.3 916 (916) (916) 2 — — 60 (1,574) (1,574) — — — — — 58,776 (60,293) (58,380) (1,913) 79 IG Design Group plcAnnual report and financial statements 2017Financials – Group Notes to the consolidated financial statements continued year ended 31 March 2017 26 Financial instruments continued c) Liquidity risk continued Financial risk management continued 31 March 2016 Notes Non-derivative financial liabilities Nominal interest rate % Carrying amount £000 Contractual cash flows £000 One year or less £000 One to two years £000 Two to five years £000 More than five years £000 Secured bank loans – sterling 2.8 11,262 (11,939) (1,473) Secured bank loans – US dollar 2.3 – 2.5 17 20 21 21 5.0 3.9 5.0 2.1 – 3.5 1.0 – 3.9 Secured bank loans – euros Total secured bank loans Finance leases – sterling leases – euro leases Other financial liabilities Trade payables Other payables Asset-backed loans Bank overdraft Derivative financial liabilities Financial liabilities at fair value through the income statement – interest rate swaps(a) Forward foreign exchange contracts carried at fair value through the income statement Forward foreign exchange contracts carried at fair value through the hedging reserve 5,531 4,552 (5,151) (5,883) (743) (552) (3,085) (2,205) (537) (7,381) (2,203) (1,522) 21,345 (22,973) (2,768) (5,827) (11,106) 2,350 (2,555) 72 (79) (529) (33) 12,167 (12,167) (12,020) 26,023 (26,023) (26,023) 1,198 (1,198) (1,198) 797 (797) (797) 1,508 (1,508) (1,508) (528) (33) (147) — — — — (1,498) (13) — — — — — 152 — — — — 526 — — — — 571 (2,546) (2,546) — — — — (3,272) (3,272) — — — — — — — — — — (a) The interest rate swaps with fair values of £152,000 mature over a period of three years ending January 2017. 66,709 (69,846) (47,422) (6,535) (12,617) (3,272) 80 IG Design Group plcAnnual report and financial statements 2017 The following shows the facilities for bank loans, overdrafts, asset-backed loans and revolving credit facilities: 31 March 2017 31 March 2016 Carrying amount £000 Facility used contractual cash flows £000 Facility unused £000 Total facility £000 Carrying amount £000 Facility used contractual cash flows £000 Facility unused £000 Total facility £000 Secured bank loans Corporate revolving credit facilities Invoice discounting/ asset-backed financing Bank overdraft — — — 916 916 — — — 21,345 (22,973) — (22,973) — (18,000) (18,000) — — — — — (12,123) (12,123) 797 (797) (15,459) (16,256) (916) (1,613) (2,529) 1,508 (1,508) (2,247) (3,755) (916) (31,736) (32,652) 23,650 (25,278) (17,706) (42,984) The invoice discounting/asset-backed loan facilities are dependent upon the levels of the relevant inventory and receivables. The major bank facilities vary in the year depending on forecast debt requirements. The maximum limit across all facilities with the major bank was £125.5 million (2016: £74 million). At 31 March 2017 the facility amounted to £30.1 million (2016: £27.1 million). Additional facilities were available at other banks of £2.5 million (2016: £14.3 million). d) Cash flow hedges The following table indicates the periods in which the cash flows associated with cash flow hedging instruments are expected to occur: 31 March 2017 Forward exchange contracts: Liabilities 31 March 2016 Forward exchange contracts: Liabilities Carrying amount £000 Contractual cash flows £000 One year or less £000 60 (1,574) (1,574) Carrying amount £000 Contractual cash flows £000 One year or less £000 571 (2,546) (2,456) At 31 March 2016 the Group had an interest rate swap in place with a notional amount of €7 million, £5.6 million) whereby it received a floating rate of interest based on EURIBOR and paid a fixed rate of interest at 2.29% on the notional amount. This swap was to hedge the exposure to changes in the interest rate. It was cancelled during the year The Group has forward currency hedging contracts outstanding at 31 March 2017 designated as hedges of expected future purchases in US dollars and Chinese renminbi for which the Group has firm commitments. The forward currency contracts are being used to hedge the foreign currency risk of the firm commitments. The terms of the forward currency hedging contracts have been negotiated to match the terms of the commitments. The cash flow hedges of the expected future purchases in 2017/18 were assessed to be highly effective and as at 31 March 2017 a net unrealised gain of £271,000 (2016: £223,000 loss) with related deferred tax debit of £nil (2016 £nil) was included in other comprehensive income in respect of these hedging contracts. 81 IG Design Group plcAnnual report and financial statements 2017Financials – Group Notes to the consolidated financial statements continued year ended 31 March 2017 26 Financial instruments continued e) Market risk Financial risk management Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the Group’s income or the value of its holdings of financial instruments. The Group hedges a proportion, as deemed appropriate by management, of its sales and purchases of inventory denominated in foreign currency by entering into foreign exchange contracts. Such foreign exchange contracts typically have maturities of less than one year. The Group rarely hedges profit translation exposure, since such hedges provide only a temporary deferral of the effects of movement in foreign exchange rates. Similarly, the Group does not hedge its long-term investments in overseas assets. However, the Group holds loans that are denominated in the functional currency of certain overseas entities. The Group’s exposure to foreign currency risk is as follows. This is based on the carrying amount for monetary financial instruments except derivatives when it is based on notional amounts. 31 March 2017 Cash and cash equivalents Trade receivables Other receivables Financial assets at fair value through income statement Loan arrangement fees Finance leases Bank overdrafts Trade payables Other payables Balance sheet exposure 31 March 2016 Cash and cash equivalents Trade receivables Other receivables Financial assets at fair value through income statement Secured bank loans Loan arrangement fees Finance leases Asset-backed loans Bank overdrafts Trade payables Other payables Balance sheet exposure Notes 16 15 17 20 16 21 21 Notes 16 15 17 17 20 17 16 21 21 Sterling £000 Euro £000 US dollar £000 Other £000 Total £000 1,021 (455) 2,659 434 3,659 4,578 3,764 14,035 3,614 25,991 902 307 271 — — 30 — — (45) — — — — — — — — — — (916) 932 307 271 (45) (916) (10,269) (6,054) (16,103) (3,915) (36,341) (722) (387) (3,912) (3,147) Sterling £000 2,281 6,630 793 218 Euro £000 (390) 3,163 16 — — 591 US dollar £000 5,303 5,506 — — (11,262) (4,552) (5,531) 162 (2,350) — — — (72) (797) — 47 — — — — (1,109) (783) (7,251) Other £000 Total £000 1,186 8,380 3,335 18,634 — — — — — — 809 218 (21,345) 209 (2,422) (797) (1,508) (1,508) (9,533) (3,318) (10,082) (3,090) (26,023) (817) (381) — — (1,198) (13,878) (6,331) (4,757) (77) (25,043) 82 IG Design Group plcAnnual report and financial statements 2017 The following significant exchange rates applied during the year: Euro US dollar Average rate Reporting date spot rate 2017 2016 2017 1.19 1.30 1.36 1.50 1.17 1.25 2016 1.26 1.44 Sensitivity analysis A 10% weakening of the following currencies against sterling at 31 March 2017 would have affected equity and profit or loss by the amounts shown below. This calculation assumes that the change occurred at the balance sheet date and had been applied to risk exposures existing at that date. This analysis assumes that all other variables, in particular other exchange rates and interest rates, remain constant. The analysis is performed on the same basis for 31 March 2016. Euro US dollar Equity Profit/(loss) 2017 £000 286 (54) 2016 £000 89 432 2017 £000 (732) (635) 2016 £000 18 (959) On the basis of the same assumptions, a 10% strengthening of the above currencies against sterling at 31 March 2017 would have affected equity and profit or loss by the following amounts: Euro US dollar Equity Profit/(loss) 2017 £000 (350) 66 2016 £000 (109) (529) 2017 £000 895 777 2016 £000 (22) 1,172 Profile At the balance sheet date the interest rate profile of the Group’s interest-bearing financial instruments was: Fixed rate instruments Financial liabilities Variable rate instruments Financial assets Financial liabilities Loan arrangement fees Finance leases Net cash/(debt) Notes 2017 £000 2016 £000 — (19,112) 3,659 (916) 271 8,380 (4,538) 209 (45) (2,422) 16 2,969 (17,483) The fixed rate borrowings in the prior year above are shown after taking account of interest rate swaps and interest rate caps. 83 IG Design Group plcAnnual report and financial statements 2017Financials – Group Notes to the consolidated financial statements continued year ended 31 March 2017 26 Financial instruments continued e) Market risk continued Sensitivity analysis continued A change of 50 basis points (0.5%) in interest rates in respect of financial assets and liabilities at the balance sheet date would have affected equity and profit or loss by the amounts shown below. This calculation assumes that the change occurred at the balance sheet date and had been applied to risk exposures existing at that date. This analysis assumes that all other variables, in particular foreign currency rates, remain constant and considers the effect on financial instruments with variable interest rates, financial instruments at fair value through profit or loss. The analysis is performed on the same basis for 31 March 2016. Equity Increase Decrease Profit or loss Increase Decrease 2017 £000 2016 £000 14 — 14 — — 24 — 24 f) Capital management The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Group is dependent on the continuing support of its bankers for working capital facilities and so the Board’s major objective is to keep borrowings within these facilities. As stated in note 17 the Group secured a global refinancing on 6 June 2017. The Board manages as capital its trading capital, which it defines as its net assets plus net debt. Net debt is calculated as total debt (bank overdrafts, loans and borrowing as shown in the balance sheet), less cash and cash equivalents. The banking facilities with our principal bank have covenants relating to interest cover, cash flow cover and leverage, and our articles currently permit borrowings (including letter of credit facilities) to a maximum of four times equity. Net assets attributable to owners of the Parent Company Net cash/(debt) Trading capital Equity 2017 £000 2016 £000 Notes 86,217 68,002 16 (2,969) 17,483 83,248 85,485 The main areas of capital management revolve around the management of the components of working capital including monitoring inventory turn, and months’ production or cost of sales outstanding, age of inventory, age of trade receivables, balance sheet reforecasting, monthly profit and loss, weekly cash flow forecasts and daily cash balances. Major investment decisions are based on reviewing the expected future cash flows and all major capital expenditure requires sign off by the Chief Executive Officer and Chief Financial Officer or above certain limits, by the Board. There were no major changes in the Group’s approach to capital management during the year. A particular focus of the Group is leverage measured as the ratio of net debt to pre-exceptional EBITDA which is measured on a monthly basis. 84 IG Design Group plcAnnual report and financial statements 2017 27 Operating leases Non-cancellable operating lease rentals are payable as follows: Less than one year Between one and five years More than five years Non-cancellable operating leases are receivables as follows: Less than one year Between one and five years 2017 £000 2016 £000 4,515 4,051 11,064 11,698 19,419 5,853 34,998 21,602 2017 £000 — 790 790 2016 £000 908 2,355 3,263 The Group leases a number of warehouse and factory facilities as well as vehicles and office equipment under operating leases. The leases of warehouse and factory facilities typically have an option to renew at the end of the lease term and lease payments are subject to five-yearly rent reviews. One of the leased properties has been sublet by the Group and part of a second. The main sub-leases have periods to run of between one and five years. Sub-lease payments of £558,000 (2016: £547,000) were received during the financial year. During the year £4,460,000 was recognised as an expense in the income statement in respect of operating leases (2016: £3,889,000). 28 Capital commitments At 31 March 2017, the Group had outstanding authorised capital commitments to purchase plant and equipment for £575,000 (2016: £160,000). 85 IG Design Group plcAnnual report and financial statements 2017Financials – Group Notes to the consolidated financial statements continued year ended 31 March 2017 29 Related parties Sale of goods: AB Alrick – Hedlund Hedlunds Pappers Industri AB Festive Productions Ltd Hedlund Import AB S A Greetings (South African Greetings) Purchase of goods: Hedlund Import AB Festive Productions Ltd Marre Media Ltd Receivables Hedlund Import AB Hedlunds Pappers Industri AB Balance at 31 March Payables Hedlund Import AB Balance at 31 March 2017 £000 1 149 37 2016 £000 8 121 128 4,596 7,003 26 8 4,809 7,268 60 — 69 86 18 129 104 112 7 119 — — 320 19 339 (1) (1) Identity of related parties and trading Hedlund Import AB and AB Alrick – Hedlund are under the ultimate control of the Hedlund family. Anders Hedlund is a director of Hedlunds Pappers Industri AB which is under the ultimate control of the Hedlund family. Festive Productions Ltd is a subsidiary undertaking of Malios Holding AG, a company under the ultimate control of the Hedlund family. John Charlton is Chairman of SA Greetings (Pty) Ltd. During the year the Company paid £69,000 for rebranding and marketing services to Marre Media Ltd, a company controlled by Joshua Fineman who is the son of the Group CEO. The above trading takes place in the ordinary course of business and on normal commercial terms. Other related party transactions Directors of the Company and their immediate relatives have an interest in 46% (2016: 49%) of the voting shares of the Company. The shareholdings of Directors and changes during the year are shown in the Directors’ report on pages 42 and 43. See the Directors’ remuneration report on pages 37 to 41 for more detail. 86 IG Design Group plcAnnual report and financial statements 2017 30 Subsidiary with significant non‑controlling interest The Company has one subsidiary company which has a material non-controlling interest, IG Design Group Australia Pty Ltd (Australia). Summary financial information in relation to Australia is shown below. Australia balance sheet as at 31 March Non-current assets Current assets Current liabilities Non-current liabilities Australia comprehensive income for the year ended 31 March Turnover Profit after tax Total comprehensive income Australia cash flow for the year ended 31 March Net increase/(decrease in cash and cash-equivalents) Australia non-controlling interest 1 April Share of profits for the year Other comprehensive income Capital contribution from non-controlling investor Dividend paid to the non-controlling interest Currency translation 31 March 2017 £000 2,611 10,800 2016 £000 1,418 9,831 (5,699) (4,281) (146) (227) 2017 £000 2016 £000 33,551 27,873 1,325 1,563 2017 £000 761 502 2016 £000 (807) 1,294 2017 £000 2016 £000 3,370 2,920 658 119 110 (867) 443 381 (130) — 199 3,833 3,370 87 IG Design Group plcAnnual report and financial statements 2017Financials – Group Notes to the consolidated financial statements continued year ended 31 March 2017 31 Acquisition of business On 11 July 2016, the Group acquired all of the shares capital of The Lang Companies Inc (“Lang”) for a cash consideration of £2,669,000 ($3,443,000). Acquisition costs of £260,000 were incurred during the period and expensed in the income statement as an exceptional item. Lang is a design-led supplier of high-quality branded consumer home décor and lifestyle products, based in the USA. Lang is a natural fit with the Group, being a design led company with complementary products and markets. There are natural synergy opportunities with the Group in sourcing and cross selling. In the period from acquisition to 31 March 2017 Lang contributed net profit of £528,000 to the consolidated Group net profit for the year ended 31 March 2017. If the acquisition had occurred on 1 April 2016, Group revenue would have been £316,160,000 and net profit would have been £9,224,000. In determining these amounts, management has assumed that the fair value adjustments that arose on the date of acquisition would have been the same if the acquisition occurred on 1 April 2016. Effect of acquisition The acquisition had the following effect on the Group’s assets and liabilities: Property, plant and equipment Intangible assets Inventories Trade and other receivables Trade and other payables Deferred tax liabilities Net identifiable assets and liabilities Total cash consideration paid Gain on bargain purchase recognised immediately in the income statement Recognised fair values on acquisition £000 292 1,230 2,967 6,005 (5,742) (812) 3,940 2,669 1,271 The gain on bargain purchase arose as a result of the sum of the net assets acquired being greater than the amount paid. This was possible due to the low number of potential acquirers for the business. 88 IG Design Group plcAnnual report and financial statements 2017 Company balance sheet as at 31 March 2017 Fixed assets Intangible assets – software Tangible assets Investments Total non-current assets Current assets Debtors – due within one year Debtors – due after more than one year Derivative financial assets Cash at bank and in hand Creditors: amounts falling due within one year Net current assets Creditors: amounts falling due after more than one year Provisions for liabilities – other provisions Net assets Capital and reserves Called up share capital Share premium account Capital redemption reserve Merger reserve Hedging reserve Profit and loss account Equity shareholders’ funds Notes 3 4 5 6 7 8 10 2017 £000 51 42 2016 £000 158 39 27,886 26,311 27,979 26,508 3,535 1,726 36,156 35,547 152 239 40,082 11 (4,839) 35,243 46 3,792 41,111 (4,997) 36,114 12 14 15 39 (13,966) (149) (197) 63,112 48,459 3,132 8,429 1,340 2,963 3,512 1,340 17,164 17,164 146 32,901 63,112 (6) 23,486 48,459 IG Design Group plc is registered in England and Wales, number 1401155. These financial statements were approved by the Board of Directors on 26 June 2017 and were signed on its behalf by: Paul Fineman Director Anthony Lawrinson Director The notes on pages 92 to 102 form part of the financial statements. 89 IG Design Group plcAnnual report and financial statements 2017Financials – Company Company statement of changes in equity year ended 31 March 2017 At 1 April 2015 Profit for the year Other comprehensive income for the period Options exercised Equity-settled share-based payments Tax on equity-settled share-based payments Share options charge relating to subsidiary employees Equity dividend paid At 31 March 2016 Profit for the year Other comprehensive income for the period Options exercised Equity-settled share-based payments Tax on equity-settled share-based payments Share options charge relating to subsidiary employees Share placing Equity dividend paid At 31 March 2017 Share capital £000 2,910 Share premium account £000 3,461 Capital redemption reserve £000 Merger reserves £000 Cash flow hedging reserve £000 Profit and loss account £000 Total equity £000 1,340 17,164 483 22,668 48,026 — — 53 — — — — — — 51 — — — — — — — — — — — — — — — — — — 2,963 3,512 1,340 17,164 — — 19 — — — 150 — — — 34 — — — 4,883 — — — — — — — — — — — — — — — — — — 1,127 1,127 (489) — — — — — (6) — 152 — — — — — — — (30) 271 156 326 (489) 74 271 156 326 (1,032) (1,032) 23,486 48,459 9,402 9,402 — — 773 591 152 53 773 591 783 783 — 5,033 (2,134) (2,134) 3,132 8,429 1,340 17,164 146 32,901 63,112 Within the profit and loss account is a cumulative amount of £1,277,000 (2016: £494,000) which is unrealised in respect of share options granted to subsidiary employees. See consolidated statement of changes in equity for descriptions of reserve. 90 IG Design Group plcAnnual report and financial statements 2017 Company cash flow statement year ended 31 March 2017 Cash flows from operating activities Profit for the year Adjustments for: Depreciation and amortisation Foreign exchange (gains)/losses Interest receivable and similar income Interest payable and similar charges Loss on disposal of tangible fixed assets Dividends received from Group undertakings Equity-settled share-based payment expenses Taxation Operating profit after adjustments for non-cash items Decrease in trade and other debtors Increase/(decrease) in trade and other creditors Decrease in net amounts owed by/to Group undertakings Increase in provisions Cash generated from operations Interest received Net cash from operating activities Cash flows from investing activities Dividends received Acquisition of tangible fixed assets Acquisition of other intangible assets Net cash from investing activities Cash flows from financing activities Net proceeds from the issue of share capital Repayment of secured borrowings Equity dividends paid Net cash from financing activities Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of period Cash and cash equivalents at 31 March 2017 (a) See note 22 in Group’s financial statements. Note 2017 £000 2016 £000 9,402 1,127 3,4 79 (829) 35 44 (1,863) (1,597) 608 51 (9,775) 1,238 (18) (1,107) 2 460 (46) (72) (763) 1,002 239 9,775 (26) — 9,749 4 (a) 5,086 (16,493) 2 (2,134) (13,541) (3,553) 3,792 10 239 527 — (725) 473 (33) (149) 93 (792) (30) 197 (681) 1,133 452 725 (26) (149) 550 74 (4,961) (1,032) (5,919) (4,917) 8,709 3,792 91 IG Design Group plcAnnual report and financial statements 2017Financials – Company Notes to the Company financial statements year ended 31 March 2017 1 Accounting policies – Company Basis of preparation IG Design Group plc (the “Company”) is a company limited by shares and incorporated and domiciled in the UK. The Company financial statements present the information about the Company as a separate entity and not about the Group. These financial statements were prepared in accordance with Financial Reporting Standard 102 the Financial Reporting Standard applicable in the UK and Republic of Ireland (“FRS 102”) as issued in August 2014. The amendments to FRS 102 issued in July 2015 have been applied. The presentation currency of these financial statements is sterling. All amounts in the financial statements have been rounded to the nearest £1,000. The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these financial statements. Judgements made by the Directors in the application of these accounting policies that have significant effect on the financial statements and estimates with a significant risk of material adjustment in the next year are discussed in note 20. Under Section 408 of the Companies Act 2006 the Company is exempt from the requirement to present its own profit and loss account on the grounds that a parent undertaking includes the Company in its own published consolidated financial statements. Measurement convention The financial statements are prepared on the historical cost basis except that the following assets and liabilities are stated at their fair value: derivative financial instruments, financial instruments classified at fair value through the profit and loss account and financial instruments at fair value through the hedging reserve. Going concern See note 1 to the Group accounting policies on page 51. Based on the financial performance of the Group, the Directors have a reasonable expectation that the Company has adequate resources to continue its operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis of accounting in preparing the annual financial statements. Foreign currencies Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the rate of exchange ruling at the balance sheet date and the gains or losses on translation are included in the profit and loss account except for differences arising on the retranslation of qualifying cash flow hedges and items which are accounted for at fair value with changes taken to other comprehensive income, which are recognised in other comprehensive income. Basic financial instruments Trade and other debtors/creditors Trade and other debtors are recognised initially at transaction price less attributable transaction costs. Trade and other debtors are subsequently reviewed for recoverability and impairment with any losses taken to profit and loss immediately. If the arrangement constitutes a financing transaction, for example if payment is deferred beyond normal business terms, then it is measured at the present value of future payments discounted at a market rate of instrument for a similar debt instrument. Interest‑bearing borrowings classified as basic financial instruments Interest-bearing borrowings are recognised initially at the present value of future payments discounted at a market rate of interest, less direct arrangement costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment losses. Investments in subsidiaries These are the separate financial statements of the Company. Investments in subsidiaries are carried at cost less any provision for impairment. Cash and cash equivalents Cash and cash equivalents comprise cash balances. Bank overdrafts that are repayable on demand and form an integral part of the Company’s cash management are included as a component of cash and cash equivalents for the purpose of the cash flow statement only. 92 IG Design Group plcAnnual report and financial statements 2017 Intangible fixed assets – software Software is stated at cost less amortisation. Cost is amortised over three years to write off the asset over its useful economic life. Tangible fixed assets – property, plant and equipment and depreciation Tangible fixed assets are stated at cost less accumulated depreciation. Depreciation is provided by the Company to write off the cost less the estimated residual value of tangible property, plant and equipment by equal instalments over their estimated useful economic lives as follows: • fixtures and fittings – three to five years. Provisions A provision is recognised in the balance sheet when the Company has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date. Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within the Group, the Company treats the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be required to make a payment under the guarantee. Other financial instruments Financial instruments not considered to be basic financial instruments (other financial instruments) Other financial instruments not meeting the definition of basic financial instruments are recognised initially at fair value. Subsequent to initial recognition other financial instruments are measured at fair value with changes recognised in profit or loss except that hedging instruments in a designated hedging relationship shall be recognised as set out below: Derivative financial instruments and hedging Derivative financial instruments are recognised at fair value. The gain or loss on remeasurement to fair value is recognised immediately in profit or loss, except where it qualifies for hedge accounting. Cash flow hedges Where a derivative financial instrument is designated as a hedge of the variability in cash flows of a recognised asset or liability, or a highly probable forecast transaction, the effective part of any gain or loss on the derivative financial instrument is recognised directly in other comprehensive income. Any ineffective portion of the hedge is recognised immediately in profit or loss. When a hedging instrument expires or is sold, terminated or exercised, or the Company discontinues designation of the hedge relationship but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in equity and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in equity is recognised in the income statement immediately. Leases Where the Company enters into a lease which entails taking substantially all the risks and rewards of ownership of an asset, the lease is treated as a ‘finance lease’. The asset is recorded in the balance sheet as a tangible fixed asset and is depreciated over its estimated useful life or the term of the lease, whichever is shorter. Future instalments under such leases, net of finance charges, are included within creditors. Rentals payable are apportioned between the finance element, which is charged to the profit and loss account on a straight-line basis over the life of the lease, and the capital element which reduces the outstanding obligation for future instalments. All other leases are accounted for as ‘operating leases’ and the rentals payable are charged to the profit and loss account on a straight-line basis over the life of the lease. Share‑based payments The cost of equity-settled transactions with employees is measured by reference to the fair value of the option at the date on which they are granted and is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. Fair value is determined by using an appropriate pricing model. In valuing equity-settled transactions, no account is taken of any service and performance (vesting conditions), other than performance conditions linked to the price of the shares of the Company (market conditions). Any other conditions which are required to be met in order for an employee to become fully entitled to an award are considered to be non-vesting conditions. Like market performance conditions, non-vesting conditions are taken into account in determining the grant date fair value. 93 IG Design Group plcAnnual report and financial statements 2017Financials – Company Notes to the Company financial statements continued year ended 31 March 2017 Deferred tax is provided in respect of the additional tax that will be paid or avoided on differences between the amount at which an asset (other than goodwill) or liability is recognised in a business combination and the corresponding amount that can be deducted or assessed for tax. Goodwill is adjusted by the amount of such deferred tax. Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date. Deferred tax balances are not discounted. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that is it probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Employee benefits Pensions The Company operates a defined contribution personal pension scheme. The assets of this scheme are held separately from those of the Company in an independently administered fund. The pension charge represents contributions payable by the Company to the fund. 1 Accounting policies – Company continued Share‑based payments continued No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market vesting condition or a non-vesting condition, which are treated as vesting irrespective of whether or not the market vesting condition or non-vesting condition is satisfied, provided that all other non-market vesting conditions are satisfied. At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expired and management’s best estimate of the achievement or otherwise of non-market vesting conditions and of the number of equity instruments that will ultimately vest or, in the case of an instrument subject to a market condition or a non-vesting condition, be treated as vesting as described above. The movement in cumulative expense since the previous balance sheet date is recognised in the income statement, with a corresponding entry in equity. Where the Company grants options over its own shares to the employees of its subsidiaries, it recognises an increase in the cost of investment in its subsidiaries equivalent to the equity-settled share-based payment charge recognised in its subsidiaries’ financial statements with the corresponding credit being recognised directly in equity. Amounts recharged to the subsidiary are recognised as a reduction in the cost of investment in subsidiary. If the amount recharged exceeds the increase in the cost of investment, the excess is recognised as a dividend to the extent that it reflects post-acquisition profits of the subsidiary. Dividends on shares presented within shareholders’ funds Dividends unpaid at the balance sheet date are only recognised as a liability at that date to the extent that they are appropriately authorised and are no longer at the discretion of the Company. Unpaid dividends that do not meet these criteria are disclosed in the notes to the financial statements. Taxation Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income accordingly. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. The following timing differences are not provided for differences between accumulated depreciation and tax allowances for the cost of a fixed asset and differences relating to investments in subsidiaries, to the extent that it is not probable that they will reverse in the foreseeable future and the reporting entity is able to control the reversal of the timing difference. Deferred tax is not recognised on permanent differences arising because certain types of income or expense are non-taxable or are disallowable for tax or because certain tax charges or allowances are greater or smaller than the corresponding income or expense. 94 IG Design Group plcAnnual report and financial statements 2017 2 Dividends paid and proposed A final dividend for year ending 31 March 2016 of 1.75p (for year ending 31 March 2015: 1p) was paid on 21 September 2016. An interim dividend of 1.75p was paid on 17 January 2017 (2016: 0.75p). The Directors are recommending a final dividend of 2.75p per share (2016: 1.75p). If approved it will be paid in September 2017 to shareholders on the register at the close of business on 7 July 2017. Dividends paid in the year Final equity dividend for prior year Interim equity dividend for current year Dividends paid in the year Proposed for approval at Annual General Meeting Final equity dividend for the current year 3 Intangible assets – software Cost Balance at 1 April 2016 Disposals Balance at 31 March 2017 Depreciation and impairment Balance as at 1 April 2016 Amortisation charge for the year Disposals Balance at 31 March 2017 Net book value At 31 March 2017 At 31 March 2016 2017 2016 Pence per share 1.75 1.75 2017 Pence per share £000 1,037 1,097 2,134 £000 2.75 1,723 Pence per share 1.00 0.75 2016 Pence per share 1.75 £000 582 450 1,032 £000 1,037 Software £000 179 (93) 86 (21) (56) 42 (35) 51 158 95 IG Design Group plcAnnual report and financial statements 2017Financials – Company Notes to the Company financial statements continued year ended 31 March 2017 4 Tangible assets Cost Balance at 1 April 2016 Additions Disposals Balance at 31 March 2017 Depreciation and impairment Balance as at 1 April 2016 Depreciation charge for the year Disposals Balance at 31 March 2017 Net book value At 31 March 2017 At 31 March 2016 5 Investments Cost At 1 April 2015 Additions – share option charge relating to subsidiary employees Effects of movement in foreign exchange At 31 March 2016 Additions – share option charge relating to subsidiary employees Effects of movement in foreign exchange At 31 March 2017 Provisions At 31 March 2016 and 2017 Net book value At 31 March 2017 At 31 March 2016 Fixtures and fittings £000 160 26 (21) 165 (121) (23) 21 (123) 42 39 Total £000 Shares in Group undertakings £000 Loans to Group undertakings £000 23,437 5,068 28,505 326 — — 140 326 140 23,763 5,208 28,971 783 — — 792 783 792 24,546 6,000 30,546 (2,660) — (2,660] 21,886 6,000 27,886 21,103 5,208 26,311 96 IG Design Group plcAnnual report and financial statements 2017 The Company has the following investments in subsidiaries: Trading companies IG Design Group UK Ltd (formerly International Greetings UK Ltd)(a) Great Britain 50/50(i) 50/50(i) Country of incorporation Percentage of ordinary shares held 2017 Percentage of ordinary shares held 2016 IG Design Group Americas Inc (formerly International Greetings USA, Inc)(b) The Lang Companies Inc(b) Anker Play Products, LLC(b) International Greetings Asia Ltd(c) The Huizhou Gift International Greetings Company Limited(c) Hoomark BV(d) Anchor International BV(e) Hoomark S.p.z.o.o(f) IG Design Group Australia Pty Ltd (formerly Artwrap Pty Ltd)(g) Urban Dollar Pty Ltd(h) Dormant companies Anker International plc(a) Belgrave Graphics Ltd(a) Britesparks Ltd(a) Concorde Industries(a) Copywrite Designs Ltd(a) Credit Collection Consultants Ltd(a) Hoopack Hoogeveen BV(d) Howard Industries Ltd(a) IG Design Group (Lang), Inc(b) IG Design Group Europe BV (formerly IG Europe BV)(d) IG Employee Share Trustee Ltd(a) Polaris Plastics Ltd(a) School Supplyline Ltd(a) Scoop Designs Ltd(a) Tom Smith Christmas Crackers Ltd(a) Tom Smith Crackers Ltd(a) Tom Smith Group Ltd(a) Tom Smith Ltd(a) Tom Smith Online Ltd(a) Weltec BV(e) (a) Registered office: No 7 Water End Barns, Water End, Eversholt MK17 9EA. (b) Registered office: 5555 Glenridge Connector, Suite 300, Atlanta, GA 30342, USA. (c) Registered office: 21F, 69 Jervois Street, Sheung Wan, Hong Kong. (d) Registered office: Industrieweg 62, 7903 AK Hoogeveen, The Netherlands. (e) Registered office: Voltastraat 12, 3281 NG Numansdorp, The Netherlands. (f) Registered office: Jędrzychowice 116A, 59-900 Zgorzelec, Poland. (g) Registered office: 121 Rayhur Street, Clayton, South Victoria 3169, Australia. (h) Registered office: Suite 9, 1 Eastridge Drive, Chirnside Park, Victoria 3116, Australia. (i) Indirect holding. US US US Hong Kong China Netherlands Netherlands Poland Australia Australia Great Britain Great Britain Great Britain Great Britain Great Britain Great Britain Netherlands Great Britain US Netherlands Great Britain Great Britain Great Britain Great Britain Great Britain Great Britain Great Britain Great Britain Great Britain Netherlands 100 100(i) 50(i) 100 100(i) 100(i) 100(i) 100(i) 50 25(i) 100 — — 100 100(i) 100(i) 100(i) 100(i) 50 — 100(i) 100(i) 100 100 50 100 50(i) 100(i) 100(i) 100(i) 100 100 100(i) 100(i) 100(i) 100(i) 100 100 100 100(i) 100(i) 100 100 50 100 50(i) 100(i) 100(i) — 100 100 100(i) 100(i) 100(i) 100(i) 100 100 100 100(i) 100(i) 97 IG Design Group plcAnnual report and financial statements 2017Financials – Company Notes to the Company financial statements continued year ended 31 March 2017 5 Investments continued Class of shares held are ordinary shares for companies incorporated in Great Britain or the equivalent for the overseas subsidiaries. Concorde Industries Ltd and Credit Collection Consultants Ltd are dormant companies that have never traded and both have net assets of £2. 2017 £000 4 2016 £000 — 3,262 1,518 124 145 63 145 3,535 1,726 Note 2017 £000 2016 £000 34,849 34,849 9 1,307 698 36,156 35,547 2017 £000 5 147 152 2017 £000 101 264 942 1,307 2016 £000 — 46 46 2016 £000 82 321 295 698 2017 £000 239 2016 £000 3,792 6 Debtors – due within one year Trade debtors Amounts owed by Group undertakings Other debtors Prepayments 7 Debtors – due after more than one year Amounts owed by Group undertakings(a) Deferred tax assets (a) Attracts interest at market rate and is repayable on 31 July 2018. 8 Derivative financial assets Financial assets designated at fair value through profit and loss Financial assets designated at fair value through hedging reserve 9 Deferred tax asset Difference between accumulated depreciation and capital allowance Tax loss carried forward Other timing differences 10 Cash and cash equivalents/bank overdrafts Cash at bank and in hand 98 IG Design Group plcAnnual report and financial statements 2017 11 Creditors: amounts falling due within one year Bank loans, overdrafts and revolving credit facility Loan arrangement fees Trade creditors Amounts owed to undertakings Other taxes and social security Other creditors and accruals Other financial liabilities Note 2017 £000 2016 £000 — 2,488 (232) 250 1,941 72 2,807 1 4,839 (86) 317 243 60 1,826 149 4,997 13 Refer to note 17 to the Group’s financial statements for more details of the terms of the bank borrowings. 12 Creditors: amounts falling due after more than one year Bank loans Loan arrangement fees 13 Other financial liabilities falling due within one year Financial liabilities designated as fair value through profit and loss Financial liabilities designated as fair value through hedging reserve 14 Provisions Balance at 1 April Reclassified from accruals Provision used during the year Unwinding of discounted amount 2017 £000 2016 £000 — 14,042 (39) (39) (76) 13,966 2017 £000 — 1 1 2017 £000 197 — (72) 24 149 2016 £000 97 52 149 2016 £000 — 250 (72) 19 197 The provision represents a provision for an onerous lease. The lease expires in November 2019 and the provision will be fully utilised at that point. 15 Share capital Allotted, called up and fully paid 62,641,833 (2016: 59,225,833) ordinary shares of 5p each 2017 £000 2016 £000 3,132 2,963 Refer to note 22 to the Group’s financial statements for details of movements and note 25 for details of share options and LTIP schemes. 99 IG Design Group plcAnnual report and financial statements 2017Financials – Company Notes to the Company financial statements continued year ended 31 March 2017 16 Share‑based payments Please see note 25 to the Group’s financial statements for details of share-based payments. 17 Financial instruments (a) Carrying amount of financial instruments The carrying amounts of the financial assets and liabilities include: Assets measured at fair value through profit or loss Assets measured at fair value through the hedging reserve Assets measured at amortised cost Liabilities measured at fair value through profit or loss Liabilities measured at fair value through the hedging reserve Liabilities measured at amortised cost 2017 £000 — 152 2016 £000 — 46 38,478 40,222 — (1) (97) (52) (2,191) (17,090) 36,438 23,029 (b) Financial instruments measured at fair value Derivative financial instruments The fair value of forward exchange contracts is assessed using valuations models taking into account market inputs such as foreign exchange spot and forward rates, yield curves and forward interest rates. The fair value of interest rate swaps is based on bank quotes. (c) Hedge accounting The following table indicates the periods in which the cash flows associated with cash flow hedging instruments are expected to occur as required by FRS 102.29(a) for the cash flow hedge accounting models, which is in line with when they are expected to affect profit and loss. Forward exchange contracts: Assets Liabilities 2017 Carrying amount £000 Expected cash flows £000 One year or less £000 Carrying amount £000 2016 Expected cash flows £000 147 7,524 (1) 173 146 7,697 7,524 173 7,697 46 (52) (6) 2,686 991 3,677 One year or less £000 2,686 991 3,677 The Company uses cash flow hedge accounting in line with FRS102.12, by entering into forward exchange contracts to hedge foreign exchange exposure. Fair value at 31 March 2017 was £164,000 (2016: £6,000). The amount recognised in the profit and loss account for the year was £6,000 income (2016: £483,000 charge). The amount recognised in other comprehensive income in the year was £146,000 (2016: £6,000). 100 IG Design Group plcAnnual report and financial statements 2017 (d) Fair values The amounts for all financial assets and financial liabilities carried at fair value are as follows: Forward exchange contracts Assets – forward exchange contracts Liabilities – forward exchange contracts Liabilities – interest rate swaps Total liability Fair value 2017 £000 152 (1) — (1) Fair value 2016 £000 46 (137) (12) (149) 18 Contingencies The Company has given, together with certain of its subsidiary undertakings, an unlimited composite joint and several guarantee in respect of the bank loans and overdrafts of itself and its subsidiaries. The total of this guarantee at the year end, in relation to the Company only, was £668,000 (2016: £134,000) in excess of the amount dealt with in the Company’s financial statements. The Company has given HSBC bank (China) Company Ltd a guarantee of RMB15.5 million (£1.8 million) on behalf of its subsidiary Huizhou Gift International Greetings Company Ltd. As part of the Group refinancing completed in June 2016 the Company provided guarantees to HSBC banks in the Netherlands of €1.2 million (£1.0 million), the USA $57.7 million (£46.2 million) and in Hong Kong $12.5 million (£10.0 million) on behalf of the Group’s trading subsidiaries in those countries. 101 IG Design Group plcAnnual report and financial statements 2017Financials – Company Notes to the Company financial statements continued year ended 31 March 2017 19 Related parties Identity of related parties with which the Company has transacted: Group undertakings: IG Design Group UK Ltd; IG Design Group Americas, Inc; Lang Companies Inc; International Greetings Asia Ltd; • • • • • The Huizhou Gift International Greetings Company Ltd; • Hoomark BV; • Anchor International BV; • Hoomark S.p.z.o.o; and • IG Design Group Australia Pty Ltd. Transactions with key management personnel – total compensation of key management personnel (the Directors) in the year amounted to £2,887,000 (2016: £2,413,000). Related party transactions – transactions with Group undertakings Management recharges Receivables outstanding Creditors outstanding 2017 £000 2016 £000 2,636 2,529 38,111 26,367 (1,941) (243) During the year the Company paid £69,000 for rebranding and marketing services to Marre Media Ltd, a Company controlled by Joshua Fineman who is the son of the Group CEO. 20 Accounting estimates and judgements Management does not consider that there are any significant account estimates or judgements other than those showing in note 2 to the Group financial statements. 102 IG Design Group plcAnnual report and financial statements 2017 Advisers IG Design Group plc is registered in England and Wales, number 1401155 Registered office No 7, Water End Barns Water End Eversholt MK17 9EA Financial and nominated adviser and broker Cenkos Securities Plc 6, 7, 8, Tokenhouse Yard London EC2R 7AS Auditor KPMG LLP Altius House One North Fourth Street Milton Keynes MK9 1NE Financial PR Redleaf Communications First Floor 4 London Wall Buildings Blomfield Street London EC2M 5NT Share registrar Capita Asset Services The Registry 34 Beckenham Road Beckenham BR3 4TU Tel UK: 0871 664 0300 (calls cost 12p per minute plus network extras. Lines are open from 9.00am to 5.30pm Monday to Friday.) Tel overseas: +44 (0)20 8639 3399 Email: shareholderenquiries@capita.co.uk 103 IG Design Group plcAnnual report and financial statements 2017Additional information Award IG Design Group won the ‘Gold Award’ at the 2017 Transform Europe Awards for ‘Best implementation of a Brand Development Project across Multiple Markets’. Commenting on the award, CEO Paul Fineman said: “ Our reward acknowledged the complexity, creativity, sensitivity to history and yet transformational nature of our rebrand across many cultures and regions. What absolutely delighted me was that our campaign was described as slick, edgy and professional but one with emotion that ultimately resulted in a corporate rebranding campaign that had ‘heart and soul’.” 104 IG Design Group plcAnnual report and financial statements 2017 Find us online at thedesigngroup.com Americas Group UK e p o r u E Asia A u s t r a l i a The paper used in this report is produced using virgin wood fibre from well‑managed forests with FSC® certification. All pulps used are elemental chlorine free and manufactured at a mill that has been awarded the ISO 14001 and EMAS certificates for environmental management. The use of the FSC® logo identifies products which contain wood from well‑managed forests certified in accordance with the rules of the Forest Stewardship Council.® Designed and produced by www.lyonsbennett.com I G D E S I G N G R O U P P L C A N N U A L R E P O R T A N D F I N A N C I A L S T A T E M E N T S 2 0 1 7 IG Design Group plc No 7 Water End Barns Water End Eversholt MK17 9EA T +44 (0)1525 887 310 thedesigngroup.com