Tyman plc Tyman Annual Report and Accounts 2016 A year of growth Tyman plc Annual Report and Accounts 2016 Further progress and growth through acquisitions Tyman is a leading international supplier of engineered components to the door and window industry. At 31 December 2016 the Group had 23 manufacturing sites in eight countries along with a further 18 sourcing and distribution sites across North America, Europe, South America, Asia and Australasia with its products being found in homes and buildings worldwide. Operational highlights Financial highlights • Year of profitable growth assisted by contributions from strategic acquisitions and favourable exchange rates Revenue Dividend per share • Integration of the three acquisitions completed in the year now well advanced £457.6m 10.50p 2015: £353.4m +29% 2015: 8.75p +20% • Synergy targets for both Giesse and Bilco now expected to be achieved by the end of 2017 - significantly ahead of schedule Underlying operating profit Underlying net debt • Strong cash generation and tight control over working £69.8m £176.7m capital taking Leverage back below 2.00x at the year end 2015: £51.4m +36% 2015: £83.2m (112)% • Dividend increased by 20.0 per cent to reflect improved cash generation and profitability Profit before taxation Leverage • Continued margin progression in AmesburyTruth despite limited volume growth £29.4m 1.89x 2015: £15.6m +89% 2015: 1.35x • Stronger second half for ERA with UK markets holding up better than expected post the EU Referendum Underlying earnings per share Return on capital employed • Schlegel International underlying operating margin increased to 10.0 per cent due to contribution from Giesse and early delivery of synergies 25.41p 13.8% 2015: 19.33p +32% 2015: 12.5% +130 bps Tyman plc Strategic report Corporate governance Financial statements Annual Report and Accounts 2016 01 Contents Strategic report IFC About Tyman plc 02 Our business at a glance 04 Our business model Stronger together 06 Chairman’s statement Acquisition of Giesse Page 23 08 Chief Executive Officer’s review of strategy, outlook and priorities for 2017 12 Key performance indicators 16 Operational review 24 Financial review 30 Risk management 31 Principal risks and uncertainties Britain’s homes deserve 33 Viability statement invincible door security 34 Corporate social responsibility report Read more on ERA Page 20 Corporate governance 39 Corporate governance – Chairman’s introduction 40 Board of Directors 42 Tyman Management Committee Growing electromechanical sector 43 Statement of governance Read more about Response on Page 21 49 Audit Committee report 55 Nominations Committee report 57 Remuneration report 73 Directors’ report Financial statements Our North American division Read more about AmesburyTruth on Page 16 75 Independent auditors’ report 80 Consolidated income statement 81 Consolidated statement of comprehensive income 81 Consolidated statement of changes in equity 82 Consolidated balance sheet 83 Consolidated cash flow statement 84 Notes to the financial statements The worldwide source for 121 Independent auditors’ report speciality access products 123 Company balance sheet Read more on the acquisition of Bilco Page 17 124 Company statement of changes in equity 125 Notes to the Company financial statements 128 Alternative Performance Measures 129 Definitions 130 Glossary of terms 131 Roundings and exchange rates 132 Five-year summary 133 Advisers Our business at a glance Read more about our businesses Page 2 Further information and investor updates can be found on our website at www.tymanplc.com Tyman plc 02 Annual Report and Accounts 2016 Our business at a glance We have manufacturing and distribution operations across North America, Europe, South America, Asia and Australasia. Our businesses are market leaders in their chosen geographies offering the complete range of hardware, seals and extrusions for both residential and commercial applications. We have significant presence in 19 countries around the world. Locations within the UK 63.5% of our total sales are in North America Bilco site AmesburyTruth site ERA site Schlegel International/Giesse site US – 63.5% Manufacturing site Sourcing/Distribution site Site closed during 2016 or rationalisation announced ROW – 36.5% Find out more at: www.tymanplc.com Tyman plc Strategic report Corporate governance Financial statements Annual Report and Accounts 2016 03 Our North American division operates as AmesburyTruth. Revenue AmesburyTruth is a prominent manufacturer of window and door hardware components, extrusions and sealing systems. £291.3m With manufacturing and distribution capabilities throughout 2015: £238.0m +22% North America, AmesburyTruth is well positioned to offer leading window and door manufacturers innovative products and Underlying operating profit engineered solutions for both residential and commercial applications. £54.8m Acquisition 2015: £43.5m +26% Bilco will form the core of the AmesburyTruth’s commercial activities in North America. AmesburyTruth Operational review Pages 16–19 Our UK and Ireland division operates as ERA. Revenue ERA is a leader in the design, development, manufacture and distribution of innovative solutions for the residential building £71.8m and home improvement markets. 2015: £78.1m (8)% ERA provides a wide range of mechanical security hardware, Underlying operating profit decorative hardware, weather seals and electronic security systems including wireless alarms, CCTV and door entry. These products are brought to the market under the ERA, Fab & Fix and, £11.6m since March 2016, the miGuard and Response Electronics brands. 2015: £11.6m Acquisition Response brings to the Group an initial presence in the fast growing electromechanical sector in the UK. ERA Operational review Pages 20–21 Schlegel International comprises the Group’s sealing and extrusion Revenue businesses outside North America, together with Giesse, the Groups’s Italy-based manufacturer of hardware products for aluminium £94.6m doors and windows acquired on 7 March 2016. 2015: £37.4m +153% The Division has manufacturing operations in the UK, Germany, Italy, China, Brazil and Australia along with light assembly and Underlying operating profit distribution facilities in Argentina, France, Greece, India, Spain, Turkey and the United Arab Emirates. The Division’s products are £9.4m sold in residential and commercial applications all over the world 2015: £1.6m +498% under the Schlegel and Giesse brands. Acquisition Giesse brings to the Group a high quality hardware brand in Europe for the first time. Schlegel Operational review Pages 22–23 Find out more at: www.tymanplc.com Tyman plc 04 Annual Report and Accounts 2016 Our business model Our business model is built around our customers, the products we sell to them and the service we provide to them. Our customers Our products Our customers include OEMs, fabricators, retailers, builders merchants, We want our products to be best in class and engineered to add architects, house builders and ultimately, the homeowner. Each form and function to our customers’ end products. In 2016 we customer has different requirements and we aim to fulfil their needs by have extended our product range through acquisition into the providing the right product at the right price point on time and in full. electromechanical and commercial markets. Our customers ns tio lu so F d i re n e a e n n c i i g a n l d e Market Maximising i s d share gain margins through c n i p a and pricing elimination of l i y n t discipline cost and waste i e l i b i x Shareholder e l F value Capital allocation and cash generation Q uality and service Our service Shareholder value We want our customer service to be acknowledged as the best Our strategy creates value for our shareholders by: in each market such that customers can place a high degree • increasing our revenue through consistent market share gain of dependence on Tyman’s positioning in their supply chain. and pricing discipline; We aspire to industry-leading levels of customer service. • maximising margins by eliminating cost and waste from processes; and Chief Executive Officer’s review and strategy Pages 8–11 • focusing on capital allocation and cash generation. Find out more at: www.tymanplc.com Tyman plc Strategic report Corporate governance Financial statements Annual Report and Accounts 2016 05 Flexibility and engineered solutions Quality and service Where we source or manufacture The manufacturing decision for Tyman comes back to our desire We choose to manufacture certain products, such as complex to differentiate our product offering from that of our competitors balances, extrusions and seals, close to our customer base when by providing customers with the highest quality product at the flexibility, variety or complexity are key to the component relevant price point, delivered to specification on time and in full. manufacturing process and to the customer. This focus on quality and service leads to deeper For products that are less complex, have a high labour content customer relations, puts us front of mind as new designs or have more predictable demand levels, we may choose to are contemplated by OEMs and allows us to demonstrate source from lower cost and sometimes more remote locations, our industry leadership credentials. often using third party manufacturers to make or assemble components on our behalf. Examples of sourced products would include handles and standard locks. As part of the manufacturing decision we aim to ensure that we have flexibility in how we make or source the product such that we have built in redundancy. This may be geographic in the case of our own manufacturing plants, or may involve certifying and approving more than one potential supplier of a sourced product. This flexibility allows us to respond quickly to changes in product demand levels and to move manufacture around depending on capacity levels. Our footprint review projects across all our divisions, most notably in the United Kingdom and North America, will allow us to improve our manufacturing processes still further and give us even greater flexibility.