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Annual Report 2018 – Melrose Industries

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Annual Report 2018 – Melrose Industries Buy Improve Sell Melrose Annual Report 2018 Melrose Industries PLC Melrose Industries PLC Melrose Annual Report 2018 Melrose Industries PLC Acquiring good quality manufacturing businesses, making operational improvements, realising shareholder value at the appropriate time and then returning this value to shareholders, continue to be the fundamentals of the “Buy, Improve, Sell” business strategy that Melrose has followed since it was founded in 2003. Our strategy Financial statements Our strategy and business model 2 Independent auditor’s report to the Strategy in action members of Melrose Industries PLC 114 GKN – Buy 4 Consolidated Income Statement 126 Nortek – Improve 6 Consolidated Statement Elster – Sell 8 of Comprehensive Income 127 Consolidated Statement of Cash Flows 128 Strategic Report Consolidated Balance Sheet 129 Consolidated Statement Shareholder value creation 10 of Changes in Equity 130 Highlights of the year 12 Notes to the Financial Statements 131 Chairman’s statement 14 Company Balance Sheet Chief Executive’s review 16 for Melrose Industries PLC 182 Key performance indicators 18 Company Statement of Changes in Equity 182 Divisional review Notes to the Company Balance Sheet 183 Aerospace 20 Glossary Automotive 24 193 Powder Metallurgy 28 Nortek Air & Security 32 Other Industrial 36 Shareholder information Finance Director’s review 40 Notice of Annual General Meeting 197 Longer-term viability statement 49 Company and shareholder information 202 Risk management 50 Risks and uncertainties 52 Corporate Social Responsibility 59 Governance Governance overview 70 For more information visit Board of Directors 72 melroseplc.net Directors’ report 74 Corporate governance report 78 Audit Committee report 82 Nomination Committee report 90 Directors’ Remuneration report 92 Statement of Directors’ responsibilities 113 Cautionary statement The Strategic Report and certain other sections of this Annual Report and financial statements contain forward-looking statements. These statements are made by the Directors in good faith based on the information available to them up to the time of their approval of this Annual Report and financial statements and such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information. Accordingly, readers are cautioned not to place undue reliance on any such forward-looking statements. Subject to compliance with applicable laws and regulations, Melrose does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Annual Report and financial statements. The Strategic Report has been prepared solely to provide additional information to shareholders to assess the Company’s strategies and the potential for those strategies to succeed. Some financial and other numerical data in this Annual Report and financial statements have been rounded and, as a result, the numerical figures shown as totals may vary slightly from the exact arithmetic aggregation of the figures that precede them. A transformational year for Melrose strategy Our “This has been a transformational year for Melrose and we are delighted to announce, on an annualised adjusted basis, an operating profit of over one billion pounds. The former GKN businesses are proving their potential to offer the outstanding opportunities we expected and much has already been achieved in the short period of ownership. Despite the current economically uncertain environment, we have every confidence that we will be able to continue to unlock the substantial shareholder value from the former GKN businesses and further improve Nortek.” Justin Dowley, Non-executive Chairman For more information about our successful history of shareholder value creation See pages 10 to 11 Our strategy and business model: “Buy, Improve, Sell” Our aim Our objective Melrose aims to acquire high-quality Through investing in businesses, manufacturing businesses with strong changing management focus and fundamentals and the potential for operational improvements, Melrose seeks significant development and improvement to increase and realise the value in such under Melrose management. businesses at the appropriate time and to return the proceeds to shareholders. Our strategy Buy Improve • Good manufacturing • Free management from • Drive operational improvements. businesses whose bureaucratic central structures. • Invest in the business. performance can • Change management focus, • Focus on profitability and operating be improved. incentivise well. cash generation – not growth for • Use low (public market) • Set strategy and targets the sake of growth. leverage. and sign off investments. • Melrose management are substantial equity investors. Our business model Inputs Industry expertise Follow-on investment Value creation model Core management group has during Melrose ownership operated in the UK and the for businesses sold international manufacturing sion M an arg arena for over two decades. xp in e g +39% Further investment r le o ip w Highly experienced in the businesses to t l t (1) h management team improve operations u M The current team founded Melrose in 2003 with a view to buying C a and improving underperforming s h 100% Equity raised to h t g w businesses. Since then it has acquire businesses e o n gr overseen transactions with a total er s ati ale market value of over £10 billion. on S Strong track record Melrose has generated significant Margin growth financial returns for its shareholders, achieving an average return on Good manufacturing businesses equity of 2.6x across the businesses whose previous potential was sold to date and returned over constrained by leverage. £4.5 billion of cash to shareholders. Sales growth Operational efficiency Good demand drivers potentially suggest Our businesses benefit from more than average top-line growth. substantial investment and changed management focus in Cash generation order to drive growth. Melrose A key focus is to make significant increased the operating margins improvement to cashflows in the of businesses sold by between businesses we acquire. four and nine percentage points. Reinvestment Multiple expansion Effective governance Multiple expansion is never assumed, The Board maintains high standards but has been achieved on all previous of corporate governance to ensure deals (on average +30%) as the Melrose achieves success for businesses have been improved. the benefit of the businesses we manage and our shareholders (1) In respect of the McKechnie, Dynacast, over the long term. FKI and Elster acquisitions. 2 Melrose Industries PLC Annual Report 2018 Shareholder value creation See pages 10 to 11 The Melrose philosophy Giving ownership The improvements made to the businesses. Sell by Melrose vary depending on the needs of the business Appropriately incentivising • Commercially choose but the common theme the management teams. the right time to sell, for all businesses is the often between three implementation of the Freeing businesses from to five years but flexible. Melrose philosophy. central bureaucracy. • Return value to shareholders Quick decision making. from significant disposals. Ready access to funds for capital expenditure, R&D and expansion projects. Value creation Outputs Businesses under improvement How has Melrose created value?(1) Shareholder investment and gain (figures up to 31 December 2018): Average return on equity across all businesses sold Aerospace See page 20 2.6x Cash return to shareholders since establishment £4.5bn Automotive See page 24 Selling for a higher multiple 32% than paid Reinvestment C ash generat ion 16% Sales growth 4% £436m Margin growth 48% Spent on research and development for Nortek, Elster and GKN acquisitions being (1) In respect of the McKechnie, Dynacast, Powder Metallurgy See page 28 FKI and Elster acquisitions. 3% of revenue for the equivalent period. Capital expenditure in 2018 £422m Nortek Air & Security See page 32 Other Industrial See page 36 Annual Report 2018 Melrose Industries PLC 3 Strategy in action Buy Melrose underwent a Melrose had followed GKN plc for a number of years, noting that while it transformation last year as part had quality businesses, its performance of its successful acquisition of had diminished in recent times. Melrose was confident that, given GKN plc, following a high-profile the opportunity, it could improve performance for all stakeholders by takeover bid. This has resulted applying its “Buy, Improve, Sell” model. in GKN assets representing Melrose’s acquisition strategy centres approximately 85% of on pursuing fundamentally good but undermanaged manufacturing targets Melrose’s group sales. and investing heavily to achieve margin improvements, simplifying corporate structures and streamlining approval processes, rather than a simple sales or cycle opportunity, whilst enforcing discipline and financial controls. GKN fitted the Melrose model for a number of reasons: namely, its businesses were typically either world number one or two in their Share equity issued in relation to acquisition £6.84bn 100% Ownership secured within 6 months of launch Improved funding commitment agreed with pensions trustees up to £1bn 4 Melrose Industries PLC Annual Report 2018 Strategy in action Buy chosen sectors. However, its to make an initial voluntary contribution performance had consistently failed to the two pension schemes totalling to fulfil its potential under previous
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