TIDMTYMN

RNS Number : 6427G

Tyman PLC

25 July 2019

TYMAN PLC

RESULTS FOR THE SIX MONTHSED 30 JUNE 2019

Tyman plc (TYMN.L) announces unaudited results for the six months ended 30 June 2019.

Summary Group Results

 
                                                                     LFL(1) 
 GBPm unless stated                  H1 2019   H1 2018     Change    (adj*) 
----------------------------------  --------  --------  ---------  -------- 
 Revenue                               301.9     274.9       +10%      (1)% 
 Adjusted Operating Profit*             41.9      38.2       +10%      (4)% 
 Adjusted Operating Margin*            13.9%     13.9%       Flat 
 Operating Profit                       18.5      19.9       (7)% 
 Adjusted Profit before Taxation*       34.7      33.3        +4% 
 Profit before Taxation                 11.0      14.5      (24)% 
 Adjusted EPS*                        13.14p    13.11p       Flat 
 Basic EPS                             4.06p     5.35p      (24)% 
 Dividend per share                    3.85p     3.75p        +3% 
 Leverage*(2)                          2.21x     2.11x     +0.10x 
 Return on Capital Employed*           12.7%     13.9%   (122)bps 
----------------------------------  --------  --------  ---------  -------- 
 
   (1)   LFL = constant currency Like-for-Like (see APMs on page 44) 
   (2)   Excluding IFRS 16 lease liabilities (see APMs on page 44) 

* Alternative performance measures. In the opinion of the Board, these "Adjusted" metrics (formerly "Underlying") provide useful additional information to shareholders on the underlying performance of the business. Further details can be found on page 44.

Highlights:

   --     10% growth in revenue and adjusted operating profit driven by 2018 acquisitions and currency 

-- Like-for-like revenue declined 1% reflecting disappointing performance at AmesburyTruth against solid performance in ERA and SchlegelGiesse

   --     Adjusted operating profit of GBP41.9m with adjusted operating margin flat at 13.9% 
   --     Ashland on track to generate US$5m annual synergy benefits from 2020 
   --     Acquired Y-cam, supporting development of new Smartware product pipeline 
   --     Interim dividend increased in line with progressive policy 
   --     New medium-term target leverage of 1.0x to 1.5x adjusted EBITDA 

-- Market outlook mixed; savings coming through from footprint rationalisation but offset by operational issues and customer losses in near term

Jo Hallas, Chief Executive Officer, commented: "While revenue and adjusted operating profit increased by 10% following four successful acquisitions in 2018, overall the first half performance was below expectations, with organic revenue growth in SchlegelGiesse and ERA offset by a disappointing performance in AmesburyTruth. This reflected operational disruptions and customer losses arising from our North American footprint consolidation, as well as ongoing softness in our North American markets.

Since arriving in the spring, Jason and I have been focused on diagnosing the issues in AmesburyTruth. Over the next twelve to eighteen months our priorities will be to resolve these issues, drive organic performance and reduce net debt to our new lower target level. Although operating profit will be impacted by the North American footprint-related issues in the current financial year, given the fundamentals of the market and the business, I am confident that the actions we are taking to address these, and our other near-term priorities, will position the business well for long-term sustainable value creation."

25 July 2019

Enquiries

 
 Tyman plc                                      020 7976 8000 
 Jo Hallas - Chief Executive Officer 
 Jason Ashton - Chief Financial Officer 
 Morten Singleton - Investor Relations 
 
 MHP Communications                             020 3128 8100 
 Reg Hoare / Guy Featherstone / Nessyah Hart 
 

Analyst and investor presentation

Tyman will host an analyst and investor presentation at 10.30 a.m. today, Thursday 25 July 2019, at the offices of MHP Communications, 6 Agar Street, London, WC2N 4HN.

The presentation will be webcast at the Group's website (www.tymanplc.com) and the audio conference call details are:

 
 Toll number         +44 (0) 333 300 0804 
 Toll-free number           0800 358 9473 
 Participant PIN                35437318# 
 

Notes to editors

Tyman (TYMN: LSE) is a leading international supplier of engineered door and window components and access solutions to the construction industry. The Company designs and manufactures products that help to improve the comfort, energy efficiency, security and design aesthetics of residential homes and commercial buildings. Tyman's portfolio of leading brands serve their markets through three divisions: AmesburyTruth, ERA and SchlegelGiesse. Headquartered in London, the Group employs approximately 4,200 people with facilities in 18 countries worldwide. Further information is available at www.tymanplc.com.

OVERVIEW OF RESULTS

Tyman had a disappointing first half to the financial year, with like-for-like (LFL) revenue and operating profit slightly lower than H1 2018. However, the businesses acquired during 2018 have made strong contributions to Group reported results.

North American markets slowed in the period and UK markets remain relatively subdued, while European markets were broadly flat. The overall outlook remains somewhat mixed.

Revenue for the period was GBP301.9 million (H1 2018: GBP274.9 million), an increase of 10% on a reported basis, but a decrease of 1% on a LFL basis, with volume declines offset by pricing and surcharge actions. Reported revenue benefitted from contributions from acquisitions, and by the relative weakness of Sterling compared with H1 2018.

Adjusted operating profit improved by 10% on a reported basis to GBP41.9 million (H1 2018: GBP38.2 million) but declined 4% on a LFL basis, with growth at ERA and SchlegelGiesse being offset by a fall in profitability at AmesburyTruth. The Group adjusted operating margin was flat at 13.9% (H1 2018: 13.9%).

In addition to soft end markets, AmesburyTruth's performance was impacted by operational disruption and customer losses relating to the US footprint consolidation project. While the final moves of the footprint consolidation project were completed in Q1, two issues have arisen from the project: cost inefficiencies derived from issues associated with the transfer of production facilities; and customer losses related to both frustrations associated with poor customer service levels and challenges with the transition to a new type of door seal. Both of these issues are fixable and actions are already underway to get the business back to our expected levels of productivity and service quality.

The two largest businesses acquired during 2018, Ashland and Zoo Hardware, have both performed well, with trading ahead of H1 2018. The Group remains on track to deliver US$5m of Ashland annual synergy benefits from 2020. Profab and Reguitti were a little weaker than expected due to timing of projects at Profab and competitive pressures at Reguitti.

Input costs, with the exception of steel, moderated in the period, yielding some margin benefits. Price surcharges were used to fully recover the cost of US tariffs.

Operational cash generation was 26% above H1 2018, primarily as a result of lease payments now being included in financing cash flows following adopting IFRS 16 (see note 17). Excluding the impact of IFRS 16, operational cash generation was 3% higher than H1 2018. Operating cash conversion in H1 2019 was 62.3%, or 52.1% excluding the impact of IFRS 16 (H1 2018: 54.2%). This slight underlying decline was principally due to increased working capital levels.

ROCE fell by 122 bps to 12.7% (H1 2018: 13.9%) as a result of the adoption of IFRS 16 as well as the reduction in like-for-like adjusted operating profit and higher working capital build. Excluding the impact of IFRS 16, ROCE was 13.1%.

Leverage at the period end of 2.21x (H1 2018: 2.11x) reflected the extra debt taken on by the Group to fund the acquisitions made in the second half of 2018. The Group is focused on reducing net debt and expects to exit 2019 with a leverage below 2.0x.

An interim dividend of 3.85 pence per share, representing an increase of 3%, will be paid on 6 September 2019 to shareholders on the register at close of business on 2 August 2019. This is consistent with the Group's progressive dividend policy.

Board Changes

Jo Hallas joined the Board as Chief Executive Officer on 1 April this year and Jason Ashton joined the Board as Chief Financial Officer on 9 May. Louis Eperjesi stepped down from the Board on 1 April 2019 and James Brotherton stepped down on 9 May 2019.

Outlook

The overall macro-economic backdrop continues to be uncertain in the Group's core geographies of North America and the UK, and Tyman enters the second half with a cautionary view. The primary focus this half will be on resolving the issues relating to the US footprint consolidation project and a focus on cash generation to support a reduction in leverage.

The operational and customer disruption challenges at AmesburyTruth are expected to impact both revenue and costs. The planned cumulative benefits of the footprint project previously communicated are now expected to be more than fully negated this financial year by the disruption issues with a lesser impact expected into 2020 as management actions take effect. Once these issues are resolved we still expect the new footprint to yield improved margin performance in the medium term.

OPERATIONAL REVIEW

AmesburyTruth Division

 
 GBPm except where stated     H1 2019   H1 2018   Change    LFL 
---------------------------  --------  --------  -------  ----- 
 Revenue                        187.4     176.6      +6%   (3)% 
 Adjusted Operating Profit       31.2      30.0      +4%   (5)% 
 Adjusted Operating Margin      16.7%     17.0% 
---------------------------  --------  --------  -------  ----- 
 

Markets

The US residential and commercial markets were both soft in the first half, with AmesburyTruth exposed much more to the former than the latter.

Although housing completions increased by 3.0%, housing starts declined 3.7% to 1.253 million units. Multi-family construction showed modest growth, but was offset by a weaker performance in single family construction in which the division has proportionately higher exposure. Building permits also declined by 4.3%. New build activity in the US continues to be materially below long run average levels on both absolute and per capita measures.

US residential repair and remodelling markets were also softer with the NAHB RMI index lower at 54 (H1 2018: 58). A combination of weather and the carry-forward effect of higher mortgage rates in Q4 2018 influenced Q1 spend rates, but outlook indicators are currently positive. Specifically, the LIRA index has improved by 2.9% from the year end.

The market in Canada contracted compared to H1 2018, with housing starts down 4%, due in part to the discontinuation of government energy rebate programmes in place for some regions in 2018.

Business performance and developments

Reported revenue of GBP187.4 million (H1 2018: GBP176.6 million) for the Division was assisted by the incremental contribution from Ashland and the relative weakness of Sterling against the US Dollar in the period. The weaker Sterling increased reported revenue by GBP11.0 million.

In addition to soft end markets, AmesburyTruth's performance was impacted by operational disruption and customer losses relating to the US footprint consolidation project. While the final moves of the footprint consolidation project were completed in Q1, two issues have arisen from the project: cost inefficiencies derived from issues associated with the transfer of production facilities, and customer losses related to both frustrations associated with poor customer service levels and challenges with the transition to a new type of door seal.

Production ramp up during the footprint transitions was slower than expected in both Phase 1 of the project (hardware manufacturing) and Phase 2 (seals manufacturing). This was due largely to problems with recruitment and retention of key personnel through the moves. The lack of a stable, experienced workforce led to production inefficiencies and incremental costs associated with excess material usage, high scrap levels and the temporary extra staffing required to address the challenges.

These production issues ultimately led to customer losses for the business. Phase 1 facilities are now fully stabilised with significant productivity improvements being realised and customer win-back activities underway. The Phase 2 facility in Statesville is not yet operating at the service level performance we expect but is making progress.

In the door seals product category, part of the transition from manufacturing in Rochester to the new Statesville facility in late 2018 involved investing in new production process technology to be able to launch a new type of door seal. While the new product offers various advantages, significant efforts are required by customers to test and transition their door systems, with the result that the new product has not been adopted by customers as well as anticipated. The business is working closely with customers to improve adoption, whilst also working to reinstate capacity for supply of the previous door seal product. In light of a reduction in expected volumes in the medium term, we have adopted a more cautious view on return on capital investments made in the new seals product line and have recorded a non-cash charge of GBP5.3 million related to the write down of fixed assets and associated costs.

The market share recovery expected in small accounts and distributors following the change in distribution model has not yet materialised and revenue in this segment declined 10% compared to H1 2018. Half of this was driven by the impact of issues with the US footprint consolidation and the other half due to the setup of the new distribution model (a large stocking order in late 2018 and some intentional product rationalisation). Without these effects, performance was broadly flat with price growth offsetting market softness.

Ashland, which was acquired in H1 2018, is performing in line with our expectations, with revenue falling 1% due to softer market conditions and adjusted operating profit increasing 13% as a result of synergy benefits and production efficiencies. Synergy benefits of US$1.8 million were realised in the period and the business is on track to deliver US$5.0 million of annual synergies by 2020.

Revenue from the Division's access solutions business (Bilco) was 4% ahead of H1 2018 and adjusted operating profit was 7% ahead, benefitting from price increases and strong growth in roof hatch sales to wholesale distributors and sidewalk door products despite a weaker commercial construction market.

New product development

The division continues to focus on innovation, with products launched in 2018 performing ahead of expectations and a strong pipeline of new products due for release in H2 2019. The Contemporary hardware range launched in 2018 provides a range of upscale products to meet the growing demand for consistency of design styling throughout the home. The STASIS constant force window balance launched in 2018 is uniquely designed to be interchangeable from right to left, helping smaller customers to reduce SKU complexity in their business. Products due for release in H2 2019 include the Pegasus combination operator and lock which is an innovative product designed to combine opening/closing and locking into one motion; a new and improved child safety device for windows, SafeGard(TM)2R/2C; and two smoke vent products, one designed to meet new energy standards and one with an industry-leading sound rating. These products are expected to drive revenue and margin improvements.

Leadership change

In early June, Bob Burns was appointed to lead AmesburyTruth, replacing Jeff Graby who left the business to pursue other interests. Bob had joined the Tyman Group through the acquisition of Ashland Hardware. He has over 25 years of experience in the building products industry, in leadership positions with both window/door OEMs and with hardware manufacturing businesses. Bob led the turnaround of the Ashland business under its private equity ownership from 2013 to 2018, driving a significant improvement in financial and operational performance.

Outlook

The US residential repair and remodelling markets are expected to improve modestly in the second half, while both residential and commercial new build construction is expected to be at best flat in the near term. The primary focus in the second half will be on resolving the issues relating to the US footprint consolidation project and realising synergies from the integration of Ashland.

The footprint consolidation moves were a pre-requisite to the business being able to execute on its future organic growth plans. While the physical transitions are complete and the footprint project remains on track to deliver the $10m of benefits outlined previously to the market, this will not be evident in near term performance due to the repercussions outlined above. Once these issues are resolved, we still expect the new footprint to yield improved margin performance in the medium term.

ERA Division

 
 GBPm except where stated     H1 2019   H1 2018   Change    LFL 
---------------------------  --------  --------  -------  ----- 
 Revenue                         53.0      42.8     +24%    +1% 
 Adjusted Operating Profit        6.9       4.8     +43%   +13% 
 Adjusted Operating Margin      13.0%     11.3% 
---------------------------  --------  --------  -------  ----- 
 

Markets

The UK market for doors and windows has contracted significantly in H1 2019 compared to H1 2018. FENSA data for door and window installations points to January to May being 8% down on the prior year. This is driven by a contraction in RMI investment, which constitutes the majority of the market. New build construction continued to grow modestly.

Business performance and developments

The strong momentum against strategic objectives continued into H1 2019 despite a difficult market backdrop, with further market share gain in hardware sales and significant margin expansion.

LFL revenue increased by 1%, largely reflecting growth in hardware sales to the distribution channel and the incremental benefit of the 2018 price increase. On a reported basis, revenue increased by 24%, assisted by incremental contributions from Zoo Hardware and Profab which were acquired in H2 2018.

Savings from the 2018 footprint consolidation, lower input costs and the benefit of the 2018 price increases meant that LFL adjusted operating profit in the period grew 13% to GBP6.9 million, with adjusted operating margin improving to 13% (H1 2018: 11%).

ERA continued to gain market share in hardware sales into OEM, with sales declining 2%, in a market that was down circa 4%. Hardware sales to the distribution channel significantly outperformed the market, growing by 11% on a LFL basis in the period. This was further assisted by the incremental contribution from Zoo, the architectural hardware business acquired in May 2018, whose revenue was 6% ahead of H1 2018 and whose adjusted operating profit was 17% ahead, reflecting realisation of synergy benefits. New product introductions have been well received, with sales from new products growing 4% against H1 2018.

The sash window refurbishment business, Ventrolla, recorded a decline in LFL revenue of 22% during the period, due to a lower level of online enquiries seen following changes to the website in 2018. The new management team put in place in late 2018 has made progress in reducing inefficiencies in the installation process and continues to be focused on improving lead generation and conversion rates.

Smartware

Smartware sales declined in the period as a result of a third-party distribution agreement coming to an end in late 2018. The ERA HomeGuard cloud-based alarm system which was brought to market in 2018 has been well received. The ERA Installer Scheme was launched in 2018 and creates a new channel for smart security products that addresses a consumer 'do it for me' trend. The network has expanded rapidly since launch, with 250 installers trained to date, and an expected growth to 500 installers by year-end.

On 18 February 2019, ERA completed the acquisition of Y-cam, a smart home security business which operates a proprietary cloud-based platform, together with a range of award-winning security cameras, alarms and sensors. This acquisition provides ERA with a market leading technology that will enable the provision of value-added services such as security monitoring. Since acquisition, the business has been integrated into ERA, and a second generation range of smartware products is due for release in H2 2019, harmonising ERA's existing smartware range onto the Y-cam platform. This will be launched under the ERA Protect brand.

Access 360

The Division's commercial access businesses Bilco, Howe Green and Profab were brought together with the launch of the Access 360 brand, providing a single go-to-market identity.

LFL revenue for Access 360 increased by 2% in the period, slightly behind expectations, but reflective of the timing of projects, with the large Crossrail project coming to an end and the Battersea Power Station project slightly delayed. Profab, which was acquired in August 2018, had a challenging first half due to project timing, however order wins improved towards the end of the period and a stronger second half is expected.

New product development

Sales of the new Surefire auto-fire multipoint door locking system have been encouraging. Similarly, the new high-security patio door lock is experiencing strong adoption with a number of leading system houses. A new design-led range of premium architectural levers is being launched in H2 which will drive market penetration in the higher-end commercial sector. A strong pipeline of leads for the new ERA lockdown emergency barricade device are beginning to convert to sales. Sales of the Giesse aluminium hardware range in the UK continue to grow strongly.

Outlook

Despite the subdued trends in residential RMI, which are expected to persist over the balance of the year, and uncertainty surrounding Brexit, ERA is well-placed to make further progress through continued focus on market share gains, new product introductions and management of costs and overheads.

SchlegelGiesse Division

 
 GBPm except where stated     H1 2019   H1 2018   Change   LFL 
---------------------------  --------  --------  -------  ---- 
 Revenue                         61.5      55.5     +11%   +4% 
 Adjusted Operating Profit        7.6       6.8     +12%   +2% 
 Adjusted Operating Margin      12.3%    12.2 % 
---------------------------  --------  --------  -------  ---- 
 

Markets

SchlegelGiesse's markets presented a mixed picture over the period. European markets were broadly flat, with market growth continuing in Italy, France and Spain, albeit that momentum slowed in Italy and Spain across the period. Germany was broadly flat and Russia continued to decline. In China, the residential RMI market continues to demonstrate strong growth. In the Middle East, Latin America and Australia, the broader macro-economic conditions continued to subdue the door and window markets.

Business performance

LFL revenue grew by 4% in H1 compared to prior year driven by successful price increases as well as volume growth. Revenue of GBP61.5m for the first half (H1 2018: GBP55.5m) was 11% ahead of prior year on a reported basis, assisted by the acquisition of Reguitti in August 2018. Operating profit grew by only 2% in H1 on a LFL basis, reflecting operational gearing with continued investment in research and development and overheads to support growth. On a reported basis, operating profit for H1 of GBP7.6m was 12% higher than prior year (H1 2018: GBP6.8m) and benefited from the first full reporting period of Reguitti. Adjusted operating margin of 12.3% was broadly flat to prior year (H1 2018: 12.2%).

Overall SchlegelGiesse produced positive organic LFL growth in Europe driven by strong performances in Russia, Italy, UK and France. In Spain, while hardware sales declined as a result of increasing low-cost competition, sales of seal products grew. Sales declined in Germany due to some market share loss of our OEM customers to lower cost imports.

Outside of Europe, SchlegelGiesse continued to perform strongly in China with sales growth of 28%. This is driven by continued expansion of the RMI distributor base, with a further 8 new distributors placing orders in H1 2019, and strong underlying market trends. The Middle East also delivered a strong performance, despite difficult liquidity conditions. In Australia, sales declined, in line with the challenging local residential housing market.

Sales in Latin American markets declined in the first half of the year as a result of the difficult macro-economic environment in the region. There was some market share growth in Argentina and margins continue to be well managed in this high inflationary market. Despite the absence of sales growth in Brazil, the cost base was managed down to achieve an improved operational performance for H1.

The Reguitti integration continued to progress in the first half of 2019, with synergy benefits from cross selling activities being realised but offset by increased penetration by low-cost competitors in the German and Italian markets.

New product development

The evolving trends for narrower window frames and a wider expanse of glass continues to drive strong sales growth of concealed hardware products. Sales of the CHIC concealed hinges and the Supra and Ultra rosette-free handles grew by 31% in H1 2019. SchlegelGiesse is continuing to invest in developing and expanding its range of innovative products, with further product launches planned later in 2019 and in 2020.

Outlook

SchlegelGiesse expect the markets to remain mixed in line with the conditions seen in the first half, albeit with some dampening of sentiment in Europe. Despite this, SchlegelGiesse continues to execute on its plans to grow market share, with contributions from new products and momentum in Reguitti expected in the second half.

FINANCIAL REVIEW

Income statement

Revenue and profit

Reported revenue in the period increased by 10% to GBP301.9 million (H1 2018: GBP274.9 million), largely reflecting the impact of acquisitions made in 2018 of GBP22.2 million and the favourable impact of foreign exchange movements of GBP9.8 million. On a like-for-like basis, revenue declined 1% compared to the prior year, principally as a result of the customer losses associated with the US footprint consolidation project of circa GBP5.2 million and volume declines largely driven by market softness in the US and UK of GBP6.8 million. The impact of these was partially offset by pricing and surcharge actions of GBP10.1 million, which compensated for cost inflation experienced in 2018.

Adjusted administrative expenses increased to GBP68.3 million (H1 2018: GBP61.6 million), with GBP4.5 million of the increase due to acquisitions and GBP1.5 million due to the impact of foreign exchange.

Adjusted operating profit increased by 10% to GBP41.9 million (H1 2018: GBP38.2 million) and declined 4% on a like-for-like basis. The operational disruption and customer losses relating to the US footprint consolidation project negatively impacted adjusted operating profit by circa GBP4.7 million. Pricing actions of GBP10.1 million, GBP3.0 million of which related to recovery of tariffs, more than offset higher input costs and other inflationary increases of GBP7.0 million. More favourable foreign exchange rate movements increased reported operating profit by GBP1.7 million and the adoption of IFRS 16 'leases' (see note 17) increased adjusted operating profit by GBP0.8 million. The Group's adjusted operating margin was flat at 13.9% (H1 2018: 13.9%).

Adjusted profit before taxation increased by 4.2% to GBP34.7 million (H1 2018: GBP33.3 million) and declined 5.7% on a like-for-like basis. Reported profit before taxation decreased by 24.1% to GBP11.0 million (H1 2018: GBP14.5 million).

Materials and input costs

 
 GBPm except where stated       FY 2018 Materials(1)   Average(2)   Spot(3) 
-----------------------------  ---------------------  -----------  -------- 
 Aluminium (Euro)                               20.8       (1.0)%    (7.6)% 
 Polypropylene (Euro)                           32.1       (1.3)%    (1.4)% 
 Stainless steel (US)                           47.8        +7.0%    +16.3% 
 Zinc (US)                                      34.8      (15.1)%   (20.3)% 
 Far East components (UK)(4)                    37.7       (5.0)%    (4.0)% 
-----------------------------  ---------------------  -----------  -------- 
 

(1) FY 2018 materials cost of sales for raw materials, components and hardware for overall category

   (2)   Average H1 2019 tracker price compared with average H1 2018 tracker price 
   (3)   Spot tracker price as at 30 June 2019 compared with spot tracker price at 30 June 2018 
   (4)   Pricing on a representative basket of components sourced from the Far East by ERA. 

Raw material costs continued to moderate in H1 2019 with average prices across all commodity categories except stainless steel lower than H1 2018. Steel purchases in North America were higher than H1 2018 as a result of the direct and indirect impacts of US tariffs.

Exceptional items

 
 GBPm                                 H1 2019   H1 2018 
-----------------------------------  --------  -------- 
 Footprint restructuring - costs        (3.3)     (2.5) 
 Footprint restructuring - credits        0.6       0.2 
-----------------------------------  --------  -------- 
 Footprint restructuring - net          (2.7)     (2.3) 
 M&A and integration                    (1.9)     (1.4) 
 Write-off of inventory fair value 
  adjustments                               -     (2.4) 
 Impairment charges                     (5.3)         - 
 Other                                      -       0.6 
-----------------------------------  --------  -------- 
                                        (9.9)     (5.5) 
-----------------------------------  --------  -------- 
 

Footprint restructuring

As announced in March 2015 and reported in previous periods, footprint restructuring principally relates to directly attributable costs incurred in the ongoing North American footprint project. Costs attributable to footprint restructuring in the period amounted to GBP3.3 million, with credits of GBP0.6 million related to gains on the disposal of assets. The North American footprint project is expected to conclude by 2020.

M&A and integration

M&A and integration costs of GBP1.9 million relate to costs associated with the integration of businesses acquired in 2018, predominantly Ashland, Zoo, and Reguitti.

Write-off of inventory fair value adjustments

The write-off of inventory fair value adjustments in 2018 of GBP2.4 million related to non-cash adjustments relating to the IFRS requirement that finished goods held in inventory must be revalued to their market value on acquisition. This uplift in the book value was considered to be of a one off nature and is of a magnitude that would distort the adjusted trading result of acquisitions in the period and was therefore classified as exceptional.

Impairment charges

Impairment charges relate to the write down of assets and inventory associated with the new door seals product in North America. There is uncertainty over the level of future cash flows that will be generated to support these assets in the near term and therefore these have been written down to their estimated recoverable value. As a result of the magnitude and one off nature of these charges, it is considered appropriate to draw this out as exceptional so that the underlying performance of the business can be understood.

Outlook

Exceptional expenses are now expected to be between GBP11 million and GBP15 million in the full year as a result of the write down of assets associated with the new door seals product in North America. The level of cash exceptionals remains unchanged.

Finance costs

Net finance costs increased to GBP7.5 million (H1 2018: GBP5.4 million), with GBP1.5 million relating to interest on lease liabilities recognised as a result of adopting of IFRS 16.

Interest payable on bank loans, private placement notes and overdrafts increased to GBP5.6 million (H1 2018: GBP4.8 million) reflecting additional finance charges incurred on higher borrowings.

Non-cash movements charged to net finance costs in the period include amortisation of capitalised borrowing costs of GBP0.3 million (H1 2018: GBP0.7 million) and pension interest cost of GBP0.1 million (H1 2018: GBP0.1 million).

Taxation

The Group reported an income tax charge of GBP3.1 million (H1 2018: GBP4.5 million), comprising a current tax charge of GBP3.3 million (H1 2018: GBP5.6 million) and a deferred tax credit of GBP0.2 million (H1 2018: GBP1.1 million).

The adjusted tax charge was GBP9.1 million (H1 2018: GBP8.7 million) representing an effective adjusted tax rate of 26.2% (H1 2018: 26.1%). This is the Group's current best estimate of the adjusted tax rate for the 2019 full year.

During the period, the Group paid corporation tax of GBP7.1 million (H1 2018:

GBP5.1 million), with the increase reflecting that a refund of GBP1.2m was received in H1 2018, as well as timing of payments on account.

Earnings per share

Basic earnings per share decreased by 24.2% to 4.06 pence (H1 2018: 5.35 pence). Adjusted earnings per share was in line with H1 2018 at 13.14 pence (H1 2018: 13.11 pence). Excluding the impact of IFRS16, basic earnings per share decreased 17.2% and adjusted earnings per share increased by 3.1%.

There is no material difference between these calculations and the fully diluted earnings per share calculations.

Cash generation, funding and liquidity

Cash and cash conversion

 
 GBPm                                       H1 2019   H1 2018 
-----------------------------------------  --------  -------- 
 Net cash generated from operations            16.3      17.0 
 Add: Pension contributions                     0.5       0.4 
 Add: Income tax paid                           7.1       5.1 
 Less: Purchases of property, plant and 
  equipment                                   (5.5)     (6.9) 
 Less: Purchases of intangible assets         (0.4)     (0.5) 
 Add: Proceeds on disposal of PPE               1.2       2.5 
-----------------------------------------  --------  -------- 
 Operational Cash Flow after exceptional 
  cash costs                                   19.2      17.6 
 Exceptional cash costs                         6.9       3.2 
-----------------------------------------  --------  -------- 
 Operational Cash Flow                         26.1      20.8 
 Less: Impact of IFRS 16                      (4.7)         - 
-----------------------------------------  --------  -------- 
 Adjusted Operational Cash Flow                21.4      20.8 
 Less: Pension contributions                  (0.5)     (0.4) 
 Less: Income tax paid                        (7.1)     (5.1) 
 Less: Net interest paid (excluding IFRS 
  16)                                         (6.0)     (3.6) 
 Less: Exceptional cash costs                 (6.9)     (3.2) 
-----------------------------------------  --------  -------- 
 Free Cash Flow                                 0.9       8.5 
-----------------------------------------  --------  -------- 
 

Operational cash flow in the period increased by 25.5% to GBP26.1 million, primarily as a result of applying IFRS 16 and the reduction in capital expenditure, offset by the impact of a higher working capital build. As a result of applying IFRS 16, lease cashflows that were previously included in net cash generated from operations are now included within financing activities. Adjusted operational cash flow excluding the impact of IFRS 16 increased by 3.5% to GBP21.4 million (H1 2018: GBP20.8 million). This is after adding back GBP6.9 million (H1 2018: GBP3.2 million) of exceptional costs cash settled in the period, GBP4.7 million of which related to settlement of costs associated with the North American footprint project and were provided for in 2018.

Free cash flow in the period was significantly lower than H1 2018 at GBP0.9 million (H1 2018: GBP8.5 million) and was impacted by the exceptional cash outflows, increased interest payments, and higher levels of income tax payments on account.

Operating cash conversion in H1 2019 was 62.3% (H1 2018: 54.2%). Adjusted operating cash conversion, excluding the impact of IFRS 16, was lower at 52.1%, impacted by the higher working capital build.

Bank facilities and US private placement notes

Total facilities available to the Group, as at 30 June 2019, were as follows:

 
 Facility           Maturity     Currency      Committed   Uncommitted 
-----------------  ---------  --------------  ----------  ------------ 
 2018 Facility      Feb 2024   Multicurrency   GBP240.0m      GBP70.0m 
 4.97 % USPP        Nov 2021        US$         US$55.0m             - 
 5.37 % USPP        Nov 2024        US$         US$45.0m             - 
 Other facilities   Various         EUR          GBP1.0m             - 
-----------------  ---------  --------------  ----------  ------------ 
 

Liquidity

At 30 June 2019 the Group had gross outstanding borrowings of GBP279.6 million (H1 2018: GBP265.8 million), cash balances of GBP49.6 million (H1 2018: GBP45.7 million) and committed but undrawn facilities of GBP56.1 million (H1 2018: GBP53.2 million) as well as potential access to the uncommitted GBP70.0 million accordion facility. Following the adoption of IFRS 16, the Group has also recorded GBP61.8 million of lease liabilities on the balance sheet at 30 June 2019 (see note 17).

Adjusted net debt at the period end was GBP230.0 million (H1 2018: GBP220.1million) reflecting the extra debt taken on by the Group to fund the acquisitions of Profab and Reguitti made in H2 2018. Under IFRS, which reduces gross debt by the unamortised portion of finance arrangement fees, net debt at 30 June 2019 was GBP228.0 million (H1 2018: GBP218.0 million).

Covenant performance

 
                               Performance   Headroom   Headroom 
 At 30 June 2019        Test           (1)        (2)        (2) 
-----------------  ---------  ------------  ---------  --------- 
 Leverage           < 3.00x          2.21x      27.0m      26.4% 
 Interest Cover     > 4.00x          8.88x      56.0m      55.0% 
-----------------  ---------  ------------  ---------  --------- 
 

(1) Calculated covenant performance consistent with the Group's banking covenant test (banking covenants set on a frozen GAAP basis and not impacted by IFRS 16)

(2) The approximate amount by which adjusted EBITDA would need to decline before the relevant covenant is breached

At the half year, the Group retained significant headroom on its banking covenants. Leverage at the period end was 2.21x (H1 2018: 2.11x) reflecting the extra debt taken on by the Group to fund the H2 2018 acquisitions. Leverage is projected to reduce over the second half of the year to below 2.00x at the year end.

Interest cover at the period end was 8.88x (H1 2018: 10.54x), reflecting the increased interest expense on higher drawdowns and the increase in interest rates.

Balance sheet - assets and liabilities

Working capital

 
                                           Acqns 
 GBPm                     FY 2018    Mvt     (1)    FX   H1 2019 
-----------------------  --------  -----  ------  ----  -------- 
 Inventories                105.3   10.2       -   0.4     115.9 
 Trade receivables           71.6   10.7     0.1   0.2      82.6 
 Trade payables            (52.6)    2.3   (0.1)     -    (50.4) 
-----------------------  --------  -----  ------  ----  -------- 
 Trade working capital      124.3   23.2       -   0.6     148.1 
-----------------------  --------  -----  ------  ----  -------- 
 
   (1)   The fair value of working capital items assumed at the acquisition date 

Trade working capital at the half year, net of provisions, was GBP148.1 million (H1 2018: GBP133.8 million; FY 2018: GBP124.3 million). The trade working capital build to the half year at average exchange rates was GBP23.2 million (H1 2018: GBP19.3 million). The trade working capital unwind in H2 is expected to be GBP25 million to GBP30 million.

The inventory build to the half year at average exchange rates was GBP10.2 million

(H1 2018: GBP9.6 million). The increased inventory build is driven by holding additional stocks to minimise disruption in North America as part of the footprint project and holding excess stock as a result of Brexit planning in the UK and Europe.

Trade receivables increased broadly in line with trading.

Of the year to date increase in trade working capital, GBP0.6 million related to exchange.

Capital expenditure

Gross capital expenditure decreased to GBP5.9 million (H1 2018: GBP7.4 million) or 0.83x depreciation (H1 2018: 1.13x), as a result of a reduction in capital investment projects following completion of the significant site moves as part of the footprint project. The expected capital expenditure level for the full year has been reduced to between GBP12 million and GBP15 million.

Balance sheet - equity

Shares in issue

At 30 June 2019, the total number of shares in issue was 196.8 million (H1 2018: 196.8 million) of which 0.5 million shares were held in treasury (H1 2018: 0.5 million).

Bonus share issue and capital reduction

As outlined in the 2018 annual report and approved by shareholders at the AGM on 9 May 2019, a bonus share issue from undistributable reserves and subsequent capital reduction was completed on 4 June 2019. The entire share premium was cancelled and transferred to retained earnings. This increased the level of reserves available for distribution as at 30 June 2019 to GBP378.7 million.

Employee Benefit Trust purchases

At 30 June 2019, the EBT held 1.4 million shares (H1 2018: 1.5 million). During the period, the EBT purchased 0.8 million shares in Tyman plc at a total cost of GBP2.0 million to satisfy certain share awards vested in March 2019 as well as future obligations under the Group's various share plans.

Other financial matters

Return on capital employed

ROCE fell by 122 bps to 12.7% (H1 2018: 13.9%) as a result of the adoption of IFRS 16 as well as the reduction in like-for-like adjusted operating profit and higher working capital build. Excluding the impact of IFRS 16, ROCE was 13.1%.

Returns on Acquisition Investment

 
                                    Original 
                  Acquisition    Acquisition       ROAI at 
                         Date     Investment    H1 2019(1) 
--------------  -------------  -------------  ------------ 
 Howe Green        March 2017        GBP6.2m         17.0% 
 Ashland           March 2018      US$102.4m         14.0% 
 Zoo Hardware        May 2018       GBP18.7m         19.8% 
 Profab             July 2018        GBP4.1m         18.4% 
 Reguitti         August 2018       EUR16.2m          9.9% 
--------------  -------------  -------------  ------------ 
 

(1) See Alternative Performance Measures on page 47

The integration of Howe Green is now complete and its run rate ROAI after two years of ownership is 17.0%; exceeding the Group's minimum target return threshold of 15%.

Ashland, Zoo Hardware, and Profab have continued to perform well since acquisition and are on track to exceed the minimum target return threshold. Ashland is expected to generate US$5m of annual synergy benefits from 2020.

Reguitti synergies have been slower than expected to come through. Integration of the sales force has now been completed and cross-selling benefits are beginning to be realised.

Currency

Currency in the consolidated income statement

The principal foreign currencies that impact the Group's results are the US Dollar, the Euro, the Australian Dollar and the Canadian Dollar. In H1 2019, the Sterling was weaker against each of these currencies, other than the Euro and Australian Dollar when compared with the prevailing average exchange rates in H1 2018.

Translational exposure

 
 Currency                     US$     Euro    AUS$      CA$   Other   Total 
-----------------------  --------  -------  ------  -------  ------  ------ 
 % mvt in average rate       (6)%     0.8%    2.7%   (1.8)% 
 GBPm Revenue impact         10.9    (0.3)   (0.1)      0.1   (1.4)     9.2 
 GBPm Profit impact 
  (1)                         3.5        -       -        -   (0.2)     3.3 
 1c decrease impact       GBP210k   GBP38k   GBP1k    GBP2k 
  (2) 
-----------------------  --------  -------  ------  -------  ------  ------ 
 
   (1)     Adjusted Operating Profit impact 

(2) Defined as the approximate favourable translation impact of a 1c decrease in the Sterling exchange rate

of the respective currency on the Group's Adjusted Operating Profit

The net effect of currency translation caused revenue and adjusted operating profit from ongoing operations to increase by GBP9.2 million and GBP3.3 million respectively compared with H1 2018.

Transactional exposure

Foreign exchange hedges against the US Dollar and Renminbi resulted in a small benefit to the operating profit of ERA in H1 2019 compared to H1 2018.

The Group's other transactional exposures generally benefit from the existence of natural hedges and are immaterial.

New accounting standards

IFRS 16 - Leases

The Group has applied IFRS 16 for the first time in the period ended 30 June 2019. As permitted by the standard, comparatives for 2018 have not been restated and the impact on net assets has been recognised within retained earnings as at 1 January 2019.

IFRS 16 has resulted in almost all leases being recognised on the balance sheet. An asset (the right to use the leased item) of GBP62.0 million and a financial liability to pay rentals of GBP61.8 million have been recognised on the balance sheet. Instead of recognising a rental expense over the term of the lease within operating profit, a depreciation charge of GBP3.5 million has been recognised on the right to use asset, and a finance charge of GBP1.5 million recognised on the lease liability.

This has increased adjusted operating profit by GBP0.8 million in the period as a result of a portion of the expense now being included within finance expenses and has reduced profit before tax by GBP0.7 million as a result of interest charges being higher at the beginning of the lease term.

Cash flows associated with lease payments which were previously classified as operating cash flows are now classified within financing cash flows, which has increased operating cash inflows and increased financing cash outflows by GBP4.7 million.

The Group's banking covenants are unaffected as these are set on the basis of prevailing GAAP. For further details of the impact of IFRS 16 on the Group, see note 17.

Principal risks and uncertainties

The Group's principal risks and uncertainties are identified on pages 41 to 44 of the Group's Report and Accounts for the year ended 31 December 2018, which is available at the Group's website.

The Directors have reviewed the principal risks and uncertainties facing Tyman, including those that would threaten its business model, future performance, solvency or liquidity. The following amendments have been made to the principal risks and uncertainties for the period ended 30 June 2019:

Footprint rationalisation and loss of major customers

The risks associated with the footprint rationalisation and loss of major customers were assessed as medium as at 31 December 2018. In light of the operational disruption and customer losses in North America in the period, the Directors have reassessed these principal risks and have amended the risk rating to high. Mitigation of this risk is the highest priority for the Board and the Group is working to resolve the operational issues, improve service levels, and reinstate supply of the legacy door seals product.

Risks and uncertainties facing the Group

In the opinion of the Directors, the principal risks and uncertainties as at the date of this report, consist of the principal risks and uncertainties set out in the 2018 Report and Accounts, with risk associated with footprint rationalisation and loss of major customers now being considered a high level of risk.

25 July 2019

Tyman plc

Condensed consolidated income statement

 
                                                      Six months      Six months 
                                                           ended           ended        Year ended 
                                                         30 June    30 June 2018       31 December 
                                                2019 (unaudited)     (unaudited)    2018 (audited) 
                                        Note                GBPm            GBPm              GBPm 
-------------------------------------  -----  ------------------  --------------  ---------------- 
 Revenue                                   3               301.9           274.9             591.5 
 Cost of sales                                           (191.7)         (175.1)           (383.3) 
-------------------------------------  -----  ------------------  --------------  ---------------- 
 Gross profit                                              110.2            99.8             208.2 
 Administrative expenses                                  (91.7)          (79.9)           (157.7) 
-------------------------------------  -----  ------------------  --------------  ---------------- 
 Operating profit                                           18.5            19.9              50.5 
 Analysed as: 
 Adjusted(1) operating profit              3                41.9            38.2              83.6 
 Exceptional items                         4               (9.9)           (5.5)             (7.3) 
 Amortisation of acquired intangible 
  assets                                   9              (13.5)          (12.8)            (25.8) 
-------------------------------------  -----  ------------------  --------------  ---------------- 
 Operating profit                                           18.5            19.9              50.5 
 Finance income                            5                   -             0.2               0.4 
 Finance costs                             5               (7.5)           (5.6)            (12.0) 
-------------------------------------  -----  ------------------  --------------  ---------------- 
 Net finance costs                         5               (7.5)           (5.4)            (11.6) 
-------------------------------------  -----  ------------------  --------------  ---------------- 
 Profit before taxation                                     11.0            14.5              38.9 
 Income tax charge                         6               (3.1)           (4.5)            (12.6) 
 Profit for the period                                       7.9            10.0              26.3 
-------------------------------------  -----  ------------------  --------------  ---------------- 
 
 Basic earnings per share                  7               4.06p           5.35p            13.76p 
 Diluted earnings per share                7               4.04p           5.31p            13.66p 
-------------------------------------  -----  ------------------  --------------  ---------------- 
 
 Non-GAAP alternative performance 
  measures(1) 
 Adjusted(1) operating profit                               41.9            38.2              83.6 
-------------------------------------  -----  ------------------  --------------  ---------------- 
 Adjusted(1) profit before 
  taxation                                                  34.7            33.3              72.7 
-------------------------------------  -----  ------------------  --------------  ---------------- 
 
 Basic Adjusted earnings per 
  share                                    7              13.14p          13.11p            27.68p 
-------------------------------------  -----                                      ---------------- 
 Diluted Adjusted earnings 
  per share                                7              13.10p          13.01p            27.47p 
-------------------------------------  -----  ------------------  --------------  ---------------- 
 

(1) Before amortisation of acquired intangible assets, deferred taxation on amortisation of acquired intangible assets, impairment of goodwill, exceptional items, gains and losses on the fair value of derivative financial instruments, amortisation of borrowing costs, and the associated tax effect. See definitions on page 44 for non-GAAP alternative performance measures.

Tyman plc

Condensed consolidated statement of comprehensive income

 
                                                     Six months          Six months 
                                                          ended               ended        Year ended 
                                                        30 June             30 June       31 December 
                                               2019 (unaudited)    2018 (unaudited)    2018 (audited) 
                                                           GBPm                GBPm              GBPm 
-------------------------------------------  ------------------  ------------------  ---------------- 
 Profit for the period                                      7.9                10.0              26.3 
-------------------------------------------  ------------------  ------------------  ---------------- 
 Other comprehensive (expense)/income 
 Items that will not be reclassified 
  to profit or loss 
 Remeasurements of post-employment 
  benefit obligations                                     (0.4)                   -               0.9 
 Total items that will not be reclassified 
  to profit or loss                                       (0.4)                   -               0.9 
-------------------------------------------  ------------------  ------------------  ---------------- 
 Items that may be reclassified 
  subsequently to profit or loss 
 Exchange differences on translation 
  of foreign operations                                     1.0                 4.9              15.3 
 Effective portion of changes in 
  value of cash flow hedges                                 0.2               (0.1)                 - 
 Total items that may be reclassified 
  to profit or loss                                         1.2                 4.8              15.3 
-------------------------------------------  ------------------  ------------------  ---------------- 
 Other comprehensive income for 
  the period, net of tax                                    0.8                 4.8              16.2 
-------------------------------------------  ------------------  ------------------  ---------------- 
 Total comprehensive income for 
  the period                                                8.7                14.8              42.5 
-------------------------------------------  ------------------  ------------------  ---------------- 
 

Items in the statement above are disclosed net of tax. The income tax relating to each component of other comprehensive income is disclosed in note 6.

Tyman plc

Condensed consolidated statement of changes in equity

 
                              Share      Share         Other   Treasury    Hedging   Translation    Retained     Total 
                            capital    premium    reserve(1)    reserve    reserve       reserve    earnings    equity 
                               GBPm       GBPm          GBPm       GBPm       GBPm          GBPm        GBPm      GBPm 
------------------------  ---------  ---------  ------------  ---------  ---------  ------------  ----------  -------- 
 At 1 January 2018 
  (audited)                     8.9       81.4           8.9      (2.8)      (0.3)          56.2       212.2     364.5 
 Change in accounting 
  policy(2)                       -          -             -          -          -             -       (0.7)     (0.7) 
------------------------  ---------  ---------  ------------  ---------  ---------  ------------  ----------  -------- 
 At 1 January 2018 
  (audited)                     8.9       81.4           8.9      (2.8)      (0.3)          56.2       211.5     363.8 
 Total comprehensive 
  income/(expense)                -          -             -          -      (0.1)           4.9        10.0      14.8 
 Profit for the period            -          -             -          -          -             -        10.0      10.0 
 Other comprehensive 
  income/(expense)                -          -             -          -      (0.1)           4.9           -       4.8 
------------------------  ---------  ---------  ------------  ---------  ---------  ------------  ----------  -------- 
 Transactions with 
  owners                        0.9       50.8             -      (2.1)          -             -      (15.5)      34.1 
 Share-based payments(3)          -          -             -          -          -             -         0.7       0.7 
 Dividends paid                   -          -             -          -          -             -      (15.1)    (15.1) 
 Issue of shares                0.9       50.8             -          -          -             -           -      51.7 
 Issue of own shares 
  from EBT                        -          -             -        1.1          -             -       (1.1)         - 
 Purchase of own shares 
  for EBT                         -          -             -      (3.2)          -             -           -     (3.2) 
------------------------  ---------  ---------  ------------  ---------  ---------  ------------  ----------  -------- 
 At 30 June 2018 
  (unaudited)                   9.8      132.2           8.9      (4.9)      (0.4)          61.1       206.0     412.7 
 Total comprehensive 
  income                          -          -             -          -        0.1          10.3        17.2      27.6 
 Profit for the period            -          -             -          -          -             -        16.3      16.3 
 Other comprehensive 
  income                          -          -             -          -        0.1          10.3         0.9      11.3 
------------------------  ---------  ---------  ------------  ---------  ---------  ------------  ----------  -------- 
 Transactions with 
  owners                          -          -         (8.9)          -          -             -         2.3     (6.6) 
 Share-based payments(3)          -          -             -          -          -             -         0.6       0.6 
 Dividends paid                   -          -             -          -          -             -       (7.3)     (7.3) 
 Transfer of merger 
  reserve(1)                      -          -         (8.9)          -          -             -         8.9         - 
 Issue of own shares 
  from EBT                        -          -             -          -          -             -         0.1       0.1 
------------------------  ---------  ---------  ------------  ---------  ---------  ------------  ----------  -------- 
 At 31 December 2018 
  (audited)                     9.8      132.2             -      (4.9)      (0.3)          71.4       225.5     433.7 
 Change in accounting 
  policy(4)                       -          -             -          -          -             -         2.4       2.4 
                          ---------  ---------  ------------  ---------  ---------  ------------  ---------- 
 At 1 January 2019 
  (unaudited)                   9.8      132.2             -      (4.9)      (0.3)          71.4       227.9     436.1 
 Total comprehensive 
  income                          -          -             -          -        0.2           1.0         7.5       8.7 
 Profit for the period            -          -             -          -          -             -         7.9       7.9 
 Other comprehensive 
  income/(expense)                -          -             -          -        0.2           1.0       (0.4)       0.8 
------------------------  ---------  ---------  ------------  ---------  ---------  ------------  ----------  -------- 
 Transactions with 
  owners                          -    (132.2)             -        0.6          -             -       114.1    (17.5) 
 Share-based payments(3)          -          -             -          -          -             -         0.6       0.6 
 Dividends paid                   -          -             -          -          -             -      (16.1)    (16.1) 
 Capital reduction                -    (132.2)             -          -          -             -       132.2         - 
 Issue of own shares 
  from EBT                        -          -             -        2.6          -             -       (2.6)         - 
 Purchase of own shares 
  for EBT                         -          -             -      (2.0)          -             -           -     (2.0) 
------------------------  ---------  ---------  ------------  ---------  ---------  ------------  ----------  -------- 
 At 30 June 2019 
  (unaudited)                   9.8          -             -      (4.3)      (0.1)          72.4       349.5     427.3 
------------------------  ---------  ---------  ------------  ---------  ---------  ------------  ----------  -------- 
 

(1) The other reserve related to a merger reserve which arose on the acquisition of a business which was subsequently disposed. The reserve was transferred to retained earnings on the basis that it is available for distribution

(2) The change in accounting policy at 1 January 2018 related to adoption of new accounting standards IFRS 15 and IFRS 9.

(3) Share-based payments include a tax debit of GBPNil (six months ended 30 June 2018: GBPNil; year ended 31 December 2018: GBP0.1 million)

(4) The change in accounting policy at 1 January 2019 relates to adoption of new accounting standard IFRS 16. See note 17.

Tyman plc

Condensed consolidated balance sheet

 
                                                       30 June             30 June       31 December 
                                              2019 (unaudited)    2018 (unaudited)    2018 (audited) 
                                      Note                GBPm                GBPm              GBPm 
-----------------------------------  -----  ------------------  ------------------  ---------------- 
 TOTAL ASSETS 
 Non-current assets 
 Goodwill                                8               385.9               364.0             382.1 
 Intangible assets                       9               123.4               134.1             134.8 
 Property, plant and equipment          10                70.3                74.6              77.0 
 Right of use assets                    17                62.0                   -                 - 
 Financial assets at fair value 
  through profit or loss                13                 1.2                 1.1               1.2 
 Deferred tax assets                     6                17.1                14.0              17.4 
-----------------------------------  -----  ------------------  ------------------  ---------------- 
                                                         659.9               587.8             612.5 
 Current assets 
 Inventories                                             116.1               103.5             105.3 
 Trade and other receivables                             100.8                91.9              87.3 
 Cash and cash equivalents                                49.6                45.7              51.9 
 Derivative financial instruments       13                 0.4                 0.3               0.3 
-----------------------------------  -----  ------------------  ------------------  ---------------- 
                                                         266.9               241.4             244.8 
 TOTAL ASSETS                                            926.8               829.2             857.3 
-----------------------------------  -----  ------------------  ------------------  ---------------- 
 LIABILITIES 
 Current liabilities 
 Trade and other payables                               (91.2)              (84.0)            (87.0) 
 Derivative financial instruments       13                   -               (0.1)                 - 
 Borrowings                             11                   -               (2.3)             (1.5) 
 Lease liabilities                      17               (5.9)                   -                 - 
 Current tax liabilities                                 (4.0)               (4.0)             (7.4) 
 Provisions                                              (2.4)               (5.6)             (7.0) 
-----------------------------------  -----  ------------------  ------------------  ---------------- 
                                                       (103.5)              (96.0)           (102.9) 
 Non-current liabilities 
 Borrowings                             11             (277.6)             (261.5)           (259.2) 
 Lease liabilities                      17              (55.9)                   -                 - 
 Derivative financial instruments       13               (0.1)               (0.4)             (0.3) 
 Deferred tax liabilities                               (38.6)              (34.3)            (38.2) 
 Retirement benefit obligations                         (11.1)              (10.9)            (10.8) 
 Provisions                                              (8.1)              (10.6)             (8.2) 
 Other payables                                          (4.6)               (2.8)             (4.0) 
-----------------------------------  -----  ------------------  ------------------  ---------------- 
                                                       (396.0)             (320.5)           (320.7) 
 TOTAL LIABILITIES                                     (499.5)             (416.5)           (423.6) 
-----------------------------------  -----  ------------------  ------------------  ---------------- 
 NET ASSETS                                              427.3               412.7             433.7 
-----------------------------------  -----  ------------------  ------------------  ---------------- 
 EQUITY 
 Capital and reserves attributable 
  to owners of the Company 
 Share capital                          12                 9.8                 9.8               9.8 
 Share premium                          12                   -               132.2             132.2 
 Other reserves                                              -                 8.9                 - 
 Treasury reserve                                        (4.3)               (4.9)             (4.9) 
 Hedging reserve                                         (0.1)               (0.4)             (0.3) 
 Translation reserve                                      72.4                61.1              71.4 
 Retained earnings                                       349.5               206.0             225.5 
 TOTAL EQUITY                                            427.3               412.7             433.7 
-----------------------------------  -----  ------------------  ------------------  ---------------- 
 

Tyman plc

Condensed consolidated cash flow statement

 
                                                             Six months          Six months 
                                                                  ended               ended        Year ended 
                                                                30 June             30 June       31 December 
                                                       2019 (unaudited)    2018 (unaudited)    2018 (audited) 
                                               Note                GBPm                GBPm              GBPm 
--------------------------------------------  -----  ------------------  ------------------  ---------------- 
 Cash flow from operating activities 
 Profit before taxation                           3                11.0                14.5              38.9 
 Adjustments                                     15                36.4                27.5              53.6 
 Changes in working capital(1) 
  : 
   Inventories                                                   (10.2)               (9.5)             (4.5) 
   Trade and other receivables                                   (13.3)              (14.3)             (2.8) 
   Trade and other payables                                         4.7                 5.9               3.3 
 Provisions utilised                                              (4.7)               (1.6)             (2.5) 
 Pension contributions                                            (0.5)               (0.4)             (1.1) 
 Income tax paid                                                  (7.1)               (5.1)            (12.3) 
 Net cash generated from operations                                16.3                17.0              72.6 
--------------------------------------------  -----  ------------------  ------------------  ---------------- 
 Cash flow from investing activities 
 Purchases of property, plant 
  and equipment                                  10               (5.5)               (6.9)            (15.7) 
 Purchases of intangible assets                   9               (0.4)               (0.5)             (1.6) 
 Proceeds on disposal of PPE                                        1.2                 2.5               5.3 
 Acquisitions of subsidiary undertakings(2)      14               (0.8)              (87.1)           (106.4) 
 Interest received                                                    -                   -               0.1 
 Net cash used in investing activities                            (5.5)              (92.0)           (118.3) 
--------------------------------------------  -----  ------------------  ------------------  ---------------- 
 Cash flow from financing activities 
 Interest paid                                                    (7.4)               (3.6)             (9.1) 
 Dividends paid                                                  (16.1)              (15.0)            (22.4) 
 Net proceeds on issue of shares                 12                   -                50.3              50.4 
 Purchase of own shares for EBT                                   (2.0)               (3.2)             (3.2) 
 Refinancing costs paid                                           (0.3)               (2.0)             (2.0) 
 Drawdown of revolving credit 
  facility                                                         25.4               243.0             272.7 
 Repayments of revolving credit 
  facility                                                        (8.7)             (190.4)           (229.6) 
 Principal element of lease payments                              (3.2)                   -                 - 
 Net cash generated (used in)/from 
  financing activities                                           (12.3)                79.1              56.8 
--------------------------------------------  -----  ------------------  ------------------  ---------------- 
 Net (decrease)/increase in cash 
  and cash equivalents                                            (1.5)                 4.1              11.1 
 Exchange losses on cash                                          (0.8)               (1.0)             (1.8) 
 Cash and cash equivalents at 
  start of period                                                  51.9                42.6              42.6 
 Cash and cash equivalents at 
  the end of period                                                49.6                45.7              51.9 
--------------------------------------------  -----  ------------------  ------------------  ---------------- 
 
   (1)   Excluding the effects of acquisition and exchange differences on consolidation. 
   (2)   Net of cash acquired. 

Tyman plc

Notes to the condensed consolidated financial statements

1. General information

Tyman is a leading international supplier of engineered door and window components and access solutions to the construction industry.

Tyman is a public limited company listed on the London Stock Exchange, incorporated and domiciled in England and Wales. The address of the Company's registered office is 29 Queen Anne's Gate, London, SW1H 9BU.

These Interim Financial Statements were approved for issue on 25 July 2019 and have been reviewed, not audited, by PwC, the Group's auditors.

These Interim Financial Statements do not comprise statutory accounts within the meaning of Section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2018 were approved by the Board of Directors on 5 March 2019 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 498 of the Companies Act 2006.

The financial information for the year ended 31 December 2018 is extracted from the Group's consolidated financial statements for that year.

2. Accounting policies and basis of preparation

2.1 Basis of preparation

The Interim Financial Statements have been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union. The Interim Financial Statements should be read in conjunction with the annual financial statements for the year ended 31 December 2018, which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union.

2.2 Changes in accounting policies and disclosures

2.2.1 New accounting standards effective in period

Certain new or amended standards became applicable for the current reporting period and the Group changed certain accounting policies and made adjustments to opening balances as at 1 January 2019 as a result of adopting IFRS 16 'Leases'.

The adoption of IFRS 16 had a material impact on the Group's financial statements, and the impact of the adoption of this standard is disclosed in note 17.

The other standards that became applicable in the period did not impact on the Group's accounting policies and did not require retrospective adjustments.

2. Accounting policies and basis of preparation (continued)

2.2.2 New, revised and amended accounting standards not yet effective

None of the standards which have been issued by the IASB but are not yet effective are expected to have a material impact on the Group.

2.3 Going concern

The Directors are confident, based on current financial projections and the banking facilities available to the Group, and after considering sensitivities, that the Company and the Group have sufficient resources for their operational needs that will enable the Group to remain in compliance with its financial covenants in its bank facilities for at least the next twelve months. Accordingly, the Directors continue to adopt the going concern basis in preparing the Interim Financial Statements.

2.4 Accounting policies

The accounting policies adopted are consistent with those of the previous financial year, except for the changes made on adoption of IFRS 16. The changes to accounting policies are described in note 17. Taxes on income in the interim periods are accrued using tax rates that would be applicable to expected total annual profit or loss.

2.5 Accounting judgements and estimates

The preparation of financial statements requires management to exercise judgement in applying the Group's accounting policies. It also requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses. Actual amounts may differ from these estimates.

In preparing these Interim Financial Statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended 31 December 2018, with the exception of judgements made in applying IFRS 16. See note 17 for further details.

3. Segment reporting

The reporting segments reflect the manner in which performance is evaluated and resources are allocated. The Group operates through three clearly defined divisions: AmesburyTruth, ERA and SchlegelGiesse.

AmesburyTruth comprises all the Group's operations within the US, Canada and Mexico. ERA comprises the Group's UK and Ireland hardware business, together with Ventrolla, Tyman Sourcing Asia, Howe Green, Bilco UK, and Profab. During the period, ERA acquired Y-cam and this business is now included in the ERA reporting segment. SchlegelGiesse comprises all the Group's other businesses outside of the US, Canada and Mexico as well as the two UK seal manufacturing plants.

Centrally incurred functional costs that are directly attributable to a Division are allocated or recharged to the Division. All other centrally incurred costs and eliminations are disclosed as a separate line item in the segment analysis.

Each reporting segment broadly represents the Group's geographical focus, being the North American, UK and international operations respectively. In the opinion of the Board, there is no material difference between the Group's operating segments and segments based on geographical splits. Accordingly, the Board does not consider geographically defined segments to be reportable. For completeness, the Group discloses certain financial data for business carried on in the UK that is not accounted for in the ERA Division in note 3.1.

The following tables present Group revenue and profit information for the Group's reporting segments, which have been generated using the Group accounting policies, with no differences of measurement applied, other than those noted above.

3.1 Revenue

 
                       Six months          Six months 
                            ended               ended        Year ended 
                     30 June 2019             30 June       31 December 
                      (unaudited)    2018 (unaudited)    2018 (audited) 
                             GBPm                GBPm              GBPm 
----------------   --------------  ------------------  ---------------- 
 AmesburyTruth              187.4               176.6             378.6 
 ERA                         53.0                42.8              95.7 
 SchlegelGiesse              61.5                55.5             117.2 
 Total revenue              301.9               274.9             591.5 
-----------------  --------------  ------------------  ---------------- 
 

Included within the SchlegelGiesse segment is revenue attributable to the UK of GBP10.2 million (six months ended 30 June 2018: GBP9.5 million; year ended 31 December 2018: GBP18.2 million).

3. Segment reporting (continued)

3.2 Profit before taxation

 
                                        Six months      Six months 
                                             ended           ended        Year ended 
                                      30 June 2019    30 June 2018       31 December 
                                       (unaudited)     (unaudited)    2018 (audited) 
                              Note            GBPm            GBPm              GBPm 
---------------------------  -----  --------------  --------------  ---------------- 
 AmesburyTruth                                31.2            30.0              62.3 
 ERA                                           6.9             4.8              12.5 
 SchlegelGiesse                                7.6             6.8              15.0 
---------------------------  -----  --------------  --------------  ---------------- 
 Operating segment result                     45.7            41.6              89.8 
 Centrally incurred costs                    (3.8)           (3.4)             (6.2) 
---------------------------  -----  --------------  --------------  ---------------- 
 Adjusted operating profit                    41.9            38.2              83.6 
 Exceptional items               4           (9.9)           (5.5)             (7.3) 
 Amortisation of acquired 
  intangible assets              9          (13.5)          (12.8)            (25.8) 
---------------------------  -----  --------------  --------------  ---------------- 
 Operating profit                             18.5            19.9              50.5 
 Net finance costs               5           (7.5)           (5.4)            (11.6) 
 Profit before taxation                       11.0            14.5              38.9 
---------------------------  -----  --------------  --------------  ---------------- 
 

4. Exceptional items

 
                                             Six months          Six months 
                                                  ended               ended        Year ended 
                                                30 June             30 June       31 December 
                                       2019 (unaudited)    2018 (unaudited)    2018 (audited) 
                                                  GBP'm               GBP'm             GBP'm 
-----------------------------------  ------------------  ------------------  ---------------- 
 Footprint restructuring - costs                  (3.3)               (2.5)             (4.8) 
 Footprint restructuring - credits                  0.6                 0.2               0.9 
-----------------------------------  ------------------  ------------------  ---------------- 
 Footprint restructuring - net                    (2.7)               (2.3)             (3.9) 
 M&A and integration - costs                      (1.9)               (1.4)             (1.7) 
 M&A and integration - credits                        -                   -                 - 
-----------------------------------  ------------------  ------------------  ---------------- 
 M&A and integration - net                        (1.9)               (1.4)             (1.7) 
 Write-off of inventory fair value 
  adjustments                                         -               (2.4)             (2.5) 
 Loss on disposal of business                         -                   -             (0.1) 
 Impairment charges                               (5.3)                   -                 - 
 Other                                                -                 0.6               0.9 
                                                  (9.9)               (5.5)             (7.3) 
-----------------------------------  ------------------  ------------------  ---------------- 
 

Footprint restructuring

As announced in March 2015 and reported in previous periods, footprint restructuring principally relates to directly attributable costs incurred in the ongoing North American footprint project. Costs attributable to footprint restructuring in the period amounted to GBP3.3 million, with credits of GBP0.6 million related to gains on the disposal of assets. The North American footprint project is expected to conclude by 2020.

4. Exceptional items (continued)

M&A and integration

M&A and integration costs of GBP1.9 million relate to costs associated with the integration of businesses acquired in 2018, predominantly Ashland, Zoo, and Reguitti.

Write-off of inventory fair value adjustments

The write-off of inventory fair value adjustments in 2018 of GBP2.4 million related to non-cash adjustments relating to the IFRS requirement that finished goods held in inventory must be revalued to their market value on acquisition. This uplift in the book value was considered to be of a one off nature and is of a magnitude that would distort the underlying trading result of acquisitions in the period and was therefore classified as exceptional.

Impairment charges

Impairment charges relate to the write down of assets and inventory associated with the slower than expected uptake of the new door seal product in North America. There is uncertainty over the level of future cash flows that will be generated to support these assets in the near term and therefore these have been written down to their estimated recoverable value. As a result of the magnitude and one off nature of this write down, it is considered appropriate to draw this out as exceptional so that the underlying performance of the business can be understood.

Other

In the year ended 31 December 2018, other includes the release of excess legal provisions in connection with IP litigation and receipt of settlement monies from a longstanding raw material class action.

These items are regarded by the Group as exceptional as they are significant and non-recurring in nature.

5. Finance income and costs

 
                                               Six months          Six months 
                                                    ended               ended        Year ended 
                                             30 June 2019             30 June       31 December 
                                              (unaudited)    2018 (unaudited)    2018 (audited) 
                                                     GBPm                GBPm              GBPm 
-----------------------------------------  --------------  ------------------  ---------------- 
 Finance income 
 Interest income from short term 
  bank deposits                                         -                   -               0.1 
 Gain on revaluation of fair value 
  hedge                                                 -                 0.2               0.3 
                                                        -                 0.2               0.4 
-----------------------------------------  --------------  ------------------  ---------------- 
 Finance costs 
 Interest payable on bank loans, 
  private placement notes and overdrafts            (5.6)               (4.8)            (10.7) 
 Interest on lease liabilities                      (1.5)                   -                 - 
 Amortisation of borrowing costs                    (0.3)               (0.7)             (1.0) 
 Pension interest cost                              (0.1)               (0.1)             (0.3) 
                                                    (7.5)               (5.6)            (12.0) 
-----------------------------------------  --------------  ------------------  ---------------- 
 Net finance costs                                  (7.5)               (5.4)            (11.6) 
-----------------------------------------  --------------  ------------------  ---------------- 
 

6. Taxation

 
                                                 Six months          Six months 
                                                      ended               ended        Year ended 
                                                    30 June             30 June       31 December 
                                           2019 (unaudited)    2018 (unaudited)    2018 (audited) 
                                                       GBPm                GBPm              GBPm 
---------------------------------------  ------------------  ------------------  ---------------- 
 Current taxation 
 Current tax on profit for the 
  period                                              (3.5)               (5.0)            (15.6) 
 Prior year adjustments                                 0.2               (0.6)               0.2 
 Total current taxation                               (3.3)               (5.6)            (15.4) 
---------------------------------------  ------------------  ------------------  ---------------- 
 Deferred taxation 
 Origination and reversal of temporary 
  differences                                           0.2                 1.1               4.0 
 US Federal tax rate change adjustment                    -                   -               1.0 
 Prior year adjustments                                   -                   -             (2.2) 
 Total deferred taxation                                0.2                 1.1               2.8 
---------------------------------------  ------------------  ------------------  ---------------- 
 Income tax charge in the income 
  statement                                           (3.1)               (4.5)            (12.6) 
---------------------------------------  ------------------  ------------------  ---------------- 
 Total credit/(charge) relating 
  to components of other comprehensive 
  income 
 Current tax on translation                               -                   -             (0.4) 
 Deferred tax on actuarial gains 
  and losses                                              -                   -             (0.3) 
 Deferred tax on share-based payments                     -                   -             (0.1) 
 Deferred tax on translation                              -                   -             (0.3) 
 Income tax credit in the statement 
  of other comprehensive income                           -                   -             (1.1) 
---------------------------------------  ------------------  ------------------  ---------------- 
 Total current taxation                               (3.3)               (5.6)            (15.8) 
 Total deferred taxation                                0.2                 1.1               2.1 
 Total taxation                                       (3.1)               (4.5)            (13.7) 
---------------------------------------  ------------------  ------------------  ---------------- 
 

On 25 April 2019, the European Commission published its final decision regarding its investigation into the UK CFC rules, concluding that the exemption applied to income derived from UK activities constituted a breach of EU State Aid rules. On 12 June 2019, the UK government applied to the EU General Court to annul this decision. Like many other multinational Groups that have acted in accordance with UK legislation, the Group may be affected by the final outcome of this case. The Group estimates the potential range of exposure is between GBPnil and GBP4 million. The Group does not consider that a provision is required at this stage based on the level of uncertainty that exists over the potential liability. This is considered to be a contingent liability at 30 June 2019.

7. Earnings per share

7.1 Basic and diluted earnings per share

 
                                   Six months          Six months 
                                        ended               ended        Year ended 
                                 30 June 2019             30 June       31 December 
                                  (unaudited)    2018 (unaudited)    2018 (audited) 
----------------------------   --------------  ------------------  ---------------- 
 Basic earnings per share               4.06p               5.35p            13.76p 
 Diluted earnings per share             4.04p               5.31p            13.66p 
-----------------------------  --------------  ------------------  ---------------- 
 

Basic earnings per share amounts are calculated by dividing net profit for the period attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders by the weighted average number of ordinary shares outstanding during the period plus the weighted average number of ordinary shares that would be issued on the conversion of all the diluted potential ordinary shares into ordinary shares.

7.2 Weighted average number of shares

 
                                             Six months          Six months 
                                                  ended               ended        Year ended 
                                           30 June 2019             30 June       31 December 
                                            (unaudited)    2018 (unaudited)    2018 (audited) 
                                                      m                   m                 m 
---------------------------------------  --------------  ------------------  ---------------- 
 Weighted average number of shares 
  (1)                                             196.8               189.5             193.2 
 Treasury and Employee Benefit 
  Trust shares                                    (1.9)               (1.6)             (1.8) 
---------------------------------------  --------------  ------------------  ---------------- 
 Weighted average number of shares 
  - basic                                         194.9               187.9             191.4 
 Effect of dilutive potential ordinary 
  shares (2)                                        0.6                 1.4               1.5 
 Weighted average number of shares 
  - diluted                                       195.5               189.3             192.9 
---------------------------------------  --------------  ------------------  ---------------- 
 
   (1)   Including treasury shares 
   (2)   LTIP awards and options 

7.3 Non-GAAP alternative performance measure: Adjusted earnings per share

The Group presents an adjusted earnings per share measure which excludes the impact of exceptional items, certain non-cash finance costs, amortisation of acquired intangible assets and certain non-recurring items. Adjusted earnings per share has been calculated using the Adjusted profit before taxation and using the same weighted average number of shares in issue as the earnings per share calculation. See Alternative Performance Measures on page 44.

 
                                         Six months          Six months 
                                              ended               ended        Year ended 
                                       30 June 2019             30 June       31 December 
                                        (unaudited)    2018 (unaudited)    2018 (audited) 
-----------------------------------  --------------  ------------------  ---------------- 
 Basic adjusted earnings per share           13.14p              13.11p            27.68p 
 Diluted adjusted earnings per 
  share                                      13.10p              13.01p            27.47p 
-----------------------------------  --------------  ------------------  ---------------- 
 

8. Goodwill

 
                                                     30 June             30 June       31 December 
                                            2019 (unaudited)    2018 (unaudited)    2018 (audited) 
                                                        GBPm                GBPm              GBPm 
-----------------------------------  ---  ------------------  ------------------  ---------------- 
 Net book amount at the beginning 
  of the period                                        382.1               323.8             323.8 
 Acquisitions of subsidiaries         14                 2.3                33.7              40.8 
 Exchange difference                                     1.5                 6.5              17.5 
 Net book amount at the end of the 
  period                                               385.9               364.0             382.1 
-----------------------------------  ---  ------------------  ------------------  ---------------- 
 

Taking into account current trading conditions and future projections, the Board believes that the carrying amount of goodwill and intangible assets in each of the Group's CGUs remains appropriate at the half year.

9. Intangible assets

 
                                                         30 June             30 June       31 December 
                                                2019 (unaudited)    2018 (unaudited)    2018 (audited) 
                                        Note                GBPm                GBPm              GBPm 
------------------------------------  ------  ------------------  ------------------  ---------------- 
 Net book amount at the beginning 
  of the period                                            134.8               103.4             103.4 
 Additions                                                   0.4                 0.5               1.7 
 Acquisitions of subsidiaries             14                 2.5                41.0              50.4 
 Amortisation charge for the period                       (14.2)              (13.4)            (27.3) 
 Software impairment charge                                    -               (0.1)             (0.1) 
 Transfers to property, plant 
  and equipment                                                -                   -             (0.1) 
 Exchange difference                                       (0.1)                 2.7               6.8 
 Net book amount at the end of 
  the period                                               123.4               134.1             134.8 
------------------------------------  ------  ------------------  ------------------  ---------------- 
 

The amortisation charge for the period includes GBP13.5 million relating to amortisation of acquired intangible assets (six months ended 30 June 2018: GBP12.8 million; year ended 31 December 2018: GBP25.8 million) and GBP0.7 million relating to amortisation of other intangible assets (six months ended 30 June 2018: GBP0.6 million; year ended 31 December 2018: GBP1.4 million). The amortisation charge for the period is included in administrative expenses in the income statement.

10. Property, plant and equipment

 
                                                        30 June             30 June       31 December 
                                               2019 (unaudited)    2018 (unaudited)    2018 (audited) 
                                       Note                GBPm                GBPm              GBPm 
------------------------------------  -----  ------------------  ------------------  ---------------- 
 Net book amount at the beginning 
  of the period                                            77.0                68.4              68.4 
 Change in accounting policy             17               (0.8)                   -                 - 
------------------------------------  -----  ------------------  ------------------  ---------------- 
 Restated amount at the beginning 
  of the period                                            76.2                68.4              68.4 
 Additions                                                  5.5                 6.9              15.7 
 Acquisitions of subsidiaries            14               (0.1)                 5.4               6.3 
 Disposals                                                (1.1)               (1.3)             (4.0) 
 Depreciation charge for the period                       (6.4)               (5.9)            (12.5) 
 Impairment charge for the period        15               (3.9)                   -                 - 
 Transfers from intangible assets                             -                   -               0.1 
 Exchange difference                                        0.1                 1.1               3.0 
 Net book amount at the end of 
  the period                                               70.3                74.6              77.0 
------------------------------------  -----  ------------------  ------------------  ---------------- 
 

The depreciation charge for the period is included in administrative expenses in the income statement. The impairment charge is included in exceptional items (note 4).

11. Interest-bearing loans and borrowings

 
                                                             31 December 
                               30 June             30 June          2018 
                      2019 (unaudited)    2018 (unaudited)     (audited) 
                                  GBPm                GBPm          GBPm 
-------------  ---  ------------------  ------------------  ------------ 
 Current                             -               (2.3)         (1.5) 
 Non-current                   (277.6)             (261.5)       (259.2) 
                               (277.6)             (263.8)       (260.7) 
 -----------------  ------------------  ------------------  ------------ 
 

Movements in interest-bearing loans and borrowings are analysed as follows:

 
                                                       30 June             30 June       31 December 
                                              2019 (unaudited)    2018 (unaudited)    2018 (audited) 
                                      Note                GBPm                GBPm              GBPm 
-----------------------------------  -----  ------------------  ------------------  ---------------- 
 Balance at the beginning of the 
  period                                               (260.7)             (205.4)           (205.4) 
 Change in accounting policy            17                 0.2                   -                 - 
-----------------------------------  -----  ------------------  ------------------  ---------------- 
 Restated balance at the beginning 
  of the period                                        (260.5)             (205.4)           (205.4) 
 Acquisitions of subsidiaries           14                   -               (1.8)             (2.6) 
 Refinancing costs paid                                    0.3                 2.0               2.0 
 Drawdown of revolving credit 
  facility                                              (25.4)             (243.0)           (272.7) 
 Repayment of revolving credit 
  facility                                                 8.7               190.4             229.6 
 Amortisation of borrowing costs                         (0.3)               (0.7)             (1.0) 
 Exchange difference                                     (0.4)               (5.3)            (10.6) 
 Balance at the end of the period                      (277.6)             (263.8)           (260.7) 
-----------------------------------  -----  ------------------  ------------------  ---------------- 
 

There were no defaults in interest payments in the period under the terms of existing loan agreements. The Group has the following undrawn committed multi-currency revolving credit facility:

 
                                       30 June             30 June       31 December 
                              2019 (unaudited)    2018 (unaudited)    2018 (audited) 
                                          GBPm                GBPm              GBPm 
-------------------------   ------------------  ------------------  ---------------- 
 Floating rate 
 Expiry beyond 12 months                (56.1)              (53.2)            (58.5) 
--------------------------  ------------------  ------------------  ---------------- 
 

The Group also has access to the uncommitted GBP70.0 million accordion facility and at 30 June 2019 held aggregate cash balances of GBP49.6 million (30 June 2018: GBP45.7 million; 31 December 2018: GBP51.9 million).

12. Share capital

 
                                     Number of   Ordinary 
                                        shares     shares   Share premium 
                                          '000       GBPm            GBPm 
---------------------------------   ----------  ---------  -------------- 
 At 1 January 2018                       178.6        8.9            81.4 
 Shares issued                            18.2        0.9            50.8 
----------------------------------  ----------  ---------  -------------- 
 At 30 June 2018 and 31 December 
  2018                                   196.8        9.8           132.2 
 Capital reduction                           -          -         (132.2) 
 At 30 June 2019                         196.8        9.8               - 
----------------------------------  ----------  ---------  -------------- 
 

13. Financial risk management and financial instruments

13.1 Financial risk factors and fair value estimation

The Group is exposed to risks arising from the international nature of its operations and the financial instruments which fund them, in particular to foreign currency, interest rate and liquidity risks. Full details of the Group's policies for managing these risks are disclosed in the Group's annual financial statements for the year ended 31 December 2018.

Since the date of that report there have been no significant changes in:

   --       the nature of the financial risks to which the Group is exposed; 
   --       the nature of the financial instruments which the Group uses; 

-- the Group's contractual cash outflows and the committed facilities available to fund them; or

   --       difference between book value and fair value of any financial instruments. 

During the period the Group held no level 1 financial instruments, there were no transfers between levels and no changes were made to valuation techniques.

Derivatives shown at fair value in the Group's balance sheet comprise level 2 interest rate swaps fair valued using forward interest rates extracted from observable yield curves. The effects of discounting are generally insignificant for level 2 derivatives.

The Group's other financial instruments are measured on bases other than fair value.

13.2 Level 2 and level 3 fair values

The Group has the following financial assets and liabilities categorised at levels 2 and 3:

 
                                                                        31 December 
                                                                               2018 
                                     30 June 2019             30 June 
                                      (unaudited)    2018 (unaudited)     (audited) 
                                             GBPm                GBPm          GBPm 
----------------------------------  -------------  ------------------  ------------ 
 Level 2 
 Derivative financial assets                  0.4                 0.3           0.3 
 Derivative financial liabilities           (0.1)               (0.4)         (0.3) 
 
 Level 3 
 Financial assets at fair value 
  through profit or loss                      1.2                 1.1           1.2 
----------------------------------  -------------  ------------------  ------------ 
 

13.3 Fair value of financial assets and liabilities measured at amortised cost

The fair values of borrowings are as follows:

 
                                                             31 December 
                                                                    2018 
                               30 June             30 June 
                      2019 (unaudited)    2018 (unaudited)     (audited) 
                                  GBPm                GBPm          GBPm 
-------------  ---  ------------------  ------------------  ------------ 
 Non-current                         -               (2.3)         (1.4) 
 Current                       (276.8)             (263.1)       (258.0) 
                               (276.8)             (265.4)       (259.4) 
 -----------------  ------------------  ------------------  ------------ 
 

The fair values of trade and other receivables, cash and cash equivalents, and trade and other payables approximate their carrying amounts.

14. Business combinations

 
                                                   Changes to 2018 
                                                       acquisition 
                                           Y-cam       fair values   Total 
                                    Note    GBPm              GBPm    GBPm 
---------------------------------  -----  ------  ----------------  ------ 
 Intangible assets                     9     2.5                 -     2.5 
 Property, plant and equipment        10       -             (0.1)   (0.1) 
 Inventories                                 0.1               0.1     0.2 
 Trade and other receivables               (0.1)                 -   (0.1) 
 Cash and cash equivalents                   0.1                 -     0.1 
 Trade and other payables                  (0.1)                 -   (0.1) 
 Current tax liabilities                   (0.1)             (0.3)   (0.4) 
 Deferred tax liabilities                  (0.4)                 -   (0.4) 
---------------------------------  -----  ------  ----------------  ------ 
 Total identifiable net assets               2.0             (0.3)     1.7 
 Goodwill arising on acquisition       8     2.0               0.3     2.3 
 Total consideration                         4.0                 -     4.0 
---------------------------------  -----  ------  ----------------  ------ 
 Satisfied by: 
 Cash                                        1.0                 -     1.0 
 Deferred consideration                      3.0                 -     3.0 
 Total consideration                         4.0                 -     4.0 
---------------------------------  -----  ------  ----------------  ------ 
 Net cash outflow arising on 
  acquisition: 
 Cash consideration                          1.0                 -     1.0 
 Net cash and cash equivalents 
  acquired                                 (0.1)                 -   (0.1) 
 Net cash outflow                            0.9                 -     0.9 
---------------------------------  -----  ------  ----------------  ------ 
 

14.1 Acquisition of Y-cam

On 18 February 2019, ERA completed the acquisition of Y-cam Solutions Limited, a UK-based smart home security pioneer for initial cash consideration of GBP1.0 million. The agreement includes provision for additional consideration of up to GBP10 million, subject to reaching certain performance targets, to be paid in instalments over a three-year period.

Intangible assets acquired relate to technology assets and residual goodwill is attributable to the expected benefits of using the acquired technology platform in conjunction with ERA smartware products and the acquired workforce. The estimated value of intangibles, including goodwill, deductible for tax purposes is nil.

Acquisition related costs of GBP0.2 million have been included in exceptional costs in the Group's consolidated income statement (note 4).

The fair value of trade and other receivables at the acquisition date, revenue and profit in the consolidated income statement since 18 February 2019 are not material. Had Y-cam been acquired on 1 January 2019, the Groups' revenue and profit would not have been materially different.

14.2 Changes to 2018 acquisition fair values

A number of changes have been made to the fair values of assets and liabilities in relation to Ashland, Zoo, and Reguitti which were acquired in 2018 as part of the finalisation of the acquisition accounting. These adjustments are not material and have therefore been recognised as adjustments to goodwill in the current period without restating prior periods.

15. Adjustments to cash flows from operating activities

The following non-cash and financing adjustments have been made to profit before taxation to arrive at operating cash flow:

 
                                                  Six months          Six months 
                                                       ended               ended        Year ended 
                                                     30 June             30 June       31 December 
                                            2019 (unaudited)    2018 (unaudited)    2018 (audited) 
                                    Note                GBPm                GBPm              GBPm 
---------------------------------  -----  ------------------  ------------------  ---------------- 
 Net finance costs                     5                 7.5                 5.4              11.6 
 Depreciation of PPE                  10                 6.4                 5.9              12.5 
 Depreciation of right of use 
  assets                              17                 3.5                   -                 - 
 Amortisation of intangible 
  assets                               9                14.2                13.4              27.3 
 Impairment of computer software       9                   -                 0.1               0.1 
 Impairment of PPE                    10                 3.9                   -                 - 
 Profit on disposal of PPE                             (0.1)                 0.1                 - 
 Write-off of inventory fair 
  value adjustments                    4                   -                 2.4               2.5 
 Pension costs                                           0.2                 0.3               0.6 
 Non-cash provision movements                            0.1               (0.8)             (2.0) 
 Share-based payments                                    0.7                 0.7               1.0 
                                                        36.4                27.5              53.6 
---------------------------------  -----  ------------------  ------------------  ---------------- 
 

16. Capital commitments

At 30 June 2019 the Group has capital commitments of GBP1.0 million for the purchase of property, plant and equipment (30 June 2018: GBP2.5 million; 31 December 2018: GBP0.2 million).

17. Changes in accounting policies

This note explains the impact of the adoption of IFRS 16 'Leases' on the Group's financial statements.

The Group has adopted IFRS 16 from 1 January 2019, but has not restated comparatives for the 2018 reporting period, as permitted under the specific transitional provisions in the standard. The reclassifications and adjustments arising from the new standard are recognised in the opening balance sheet as at 1 January 2019.

17.1 Impact on the balance sheet

The change in accounting policy affected the following items in the balance sheet on 1 January 2019:

 
                                  Increase/ 
                                   decrease      GBPm 
-------------------------------  -----------  ------- 
 Property, plant and equipment    Decrease      (0.8) 
 Right of use assets              Increase       65.0 
 Deferred tax liability           Increase      (0.5) 
 Prepayments                      Decrease      (0.5) 
 Borrowings                       Decrease        0.2 
 Other payables                   Decrease        2.9 
 Lease liabilities                Increase     (63.7) 
-------------------------------  -----------  ------- 
 

The net impact on retained earnings on 1 January 2019 was an increase of GBP2.4 million.

17. Changes in accounting policies (continued)

17.1 Impact on the balance sheet (continued)

a) Lease liabilities

On adoption of IFRS 16, the Group recognised lease liabilities in relation to leases which had previously been classified as 'operating leases' under the principles of IAS 17 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate as of 1 January 2019.

The lease liabilities at 30 June 2019 and 1 January 2019 were as follows:

 
 
                                      30 June           1 January 
                             2019 (unaudited)    2019 (unaudited) 
                                         GBPm                GBPm 
-------------------------  ------------------  ------------------ 
 Current liabilities                    (5.9)               (5.5) 
 Non-current liabilities               (55.9)              (58.2) 
                                       (61.8)              (63.7) 
-------------------------  ------------------  ------------------ 
 

Lease liabilities recorded at 1 January 2019 can be reconciled to operating lease disclosures as at 31 December 2018 as follows:

 
 
                                                                    1 January 
                                                             2019 (unaudited) 
                                                                         GBPm 
---------------------------------------------------------  ------------------ 
 Operating lease commitments disclosed as at 31 
  December 2018                                                          91.5 
 (Less): short-term leases recognised on a straight-line 
  basis as expense                                                      (0.7) 
 (Less): low-value leases recognised on a straight-line 
  basis as expense                                                      (0.4) 
---------------------------------------------------------  ------------------ 
 Gross future lease cashflows                                            90.4 
 Effect of discounting                                                 (26.5) 
 Add: finance lease liabilities recognised as at 
  31 December 2018                                                      (0.2) 
 Lease liability recognised as at 1 January 2019                         63.7 
---------------------------------------------------------  ------------------ 
 

b) Right of use assets

Right of use assets were measured at the amount equal to the lease liability, adjusted by the amount of prepaid or accrued lease payments relating to leases and dilapidations assets recognised in the balance sheet as at 31 December 2018. There were no onerous lease contracts that would have required an adjustment to the right of use assets at the date of initial application.

The recognised right-of-use assets relate to the following types of assets:

 
 
                                  30 June           1 January 
                         2019 (unaudited)    2019 (unaudited) 
                                     GBPm                GBPm 
---------------------  ------------------  ------------------ 
 Properties                          59.8                62.8 
 Plant and equipment                  1.2                 1.1 
 Vehicles                             0.9                 1.0 
 Other                                0.1                 0.1 
 Total                               62.0                65.0 
---------------------  ------------------  ------------------ 
 

17. Changes in accounting policies (continued)

17.2 Impact on the income statement and earnings per share

For the six-months ended 30 June 2019, Adjusted Operating Profit was GBP0.8 million higher as a result of applying IFRS 16 due to a portion of the lease expense now being recorded as interest expense. Profit before tax was GBP0.7 million lower due to interest expenses being higher at the beginning of the lease term. This also reduced Earnings Per Share by 0.37p.

The impact on Adjusted Operating Profit by operating segment for the period was:

 
                   GBPm 
----------------  ----- 
 AmesburyTruth      0.6 
 ERA                0.1 
 SchlegelGiesse     0.1 
 Total              0.8 
----------------  ----- 
 

17.3 Impact on the cash flow statement

Payments in respect of leases which were previously recognised within cash flows from operating activities are now recorded within cash flow from financing activities, separated between payment of interest and payment of principal elements. This has increased net cash generated from operations and increased net cash used in financing activities by GBP4.7 million.

17.4 Judgements and estimates

Critical judgements in determining the lease term

Extension and termination options

Extension and termination options are included in a number of property and equipment leases across the Group. These terms are used to maximise operational flexibility in terms of managing contracts. The extension and termination options held are exercisable only by the Group and not by the respective lessor.

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). Potential gross future cash outflows of GBP64.5 million have not been included in the lease liability because it is not reasonably certain that the leases will be extended (or not terminated).

The assessment is reviewed if a significant event or a significant change in circumstances occurs which affects this assessment and that is within the control of the lessee. During the current period, there were no leases where this assessment was changed.

The revised leases accounting policy will be disclosed in the 2019 annual report.

17. Changes in accounting policies (continued)

17.4 Practical expedients applied

In applying IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard:

   --      reliance on previous assessments on whether leases are onerous 

-- the accounting for operating leases with a remaining lease term of less than 12 months as at 1 January 2019 as short-term leases

-- the exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application, and

-- the use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

The Group has also elected not to reassess whether a contract is, or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the Group relied on its assessment made applying IAS 17 and IFRIC 4 Determining whether an Arrangement contains a Lease.

18. Related party transactions

There were no material related party transactions requiring disclosure, other than compensation of key management personnel which will be disclosed in the Group's Annual Report and Accounts for the year ending 31 December 2019.

Statement of Directors' responsibilities

Each of the Directors of Tyman plc confirms, to the best of his or her knowledge, that:

-- the Interim Financial Statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' as issued by the IASB and endorsed and adopted by the EU and give a true and fair view of the assets, liabilities, financial position and profit and loss of Tyman plc;

   --       the interim report includes a fair review of the information required by: 

-- DTR 4.2.7R of the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority, being an indication of important events that have occurred during the first six months of the financial year and their impact on the interim financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

-- DTR 4.2.8R of the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Group during that period; and any changes in the related party transactions described in the last annual report that could do so.

The Directors of Tyman plc are listed in the Group's Annual Report and Accounts for the year ending 31 December 2018, with the exception of the following changes in the Board:

-- Jo Hallas joined the Board as Chief Executive Officer and Jason Ashton joined the Board as Chief Financial Officer; and

   --        Louis Eperjesi and James Brotherton stepped down from the Board. 

A list of the current Directors is maintained at the Tyman website: www.tymanplc.com.

By order of the Board

   Jo Hallas                                                                     Jason Ashton 
   Chief Executive Officer                                     Chief Financial Officer 

25 July 2019

Independent review report to Tyman plc

Report on the Interim Financial Statements

Our conclusion

We have reviewed Tyman plc's Interim Financial Statements (the "interim financial statements") in the Interim Report of Tyman plc for the six month period ended 30 June 2019. Based on our review, nothing has come to our attention that causes us to believe that the interim financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

What we have reviewed

The interim financial statements comprise:

   --       the Condensed consolidated balance sheet as at 30 June 2019; 

-- the Condensed consolidated income statement and Condensed consolidated statement of comprehensive income for the period then ended;

   --       the Condensed consolidated cash flow statement for the period then ended; 
   --       the Condensed consolidated statement of changes in equity for the period then ended; and 
   --       the explanatory notes to the interim financial statements. 

The interim financial statements included in the Interim Report have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

As disclosed in note 2 to the interim financial statements, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the Group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Responsibilities for the interim financial statements and the review

Our responsibilities and those of the directors

The Interim Report, including the interim financial statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the Interim Report in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.

Our responsibility is to express a conclusion on the interim financial statements in the Interim Report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

What a review of interim financial statements involves

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We have read the other information contained in the Interim Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the interim financial statements.

PricewaterhouseCoopers LLP

Chartered Accountants

London

25 July 2019

Alternative Performance Measures

The Group uses a number of Alternative Performance Measures. APMs provide additional useful information to shareholders on the underlying performance of the business. These APMs are consistent with how business performance is measured internally by the Group, align with the Group's strategy, and remuneration policies. These measures are not recognised under IFRS and may not be comparable with similar measures used by other companies. APMs are not intended to be superior to or a substitute for GAAP measures.

The following table summarises the key APMs used, why they are used by the Group, and how they are calculated. Where appropriate, a reconciliation to the nearest GAAP number is presented. Details of other APMs are included on the Group's website. Measures formerly referred to as 'Underlying' are now referred to as 'Adjusted'.

Adjusted operating profit and adjusted operating margin

Definition

Operating profit before amortisation of acquired intangible assets, impairment of acquired intangible assets, impairment of goodwill, and exceptional items.

Adjusted operating margin is calculated as adjusted operating profit divided by revenue, expressed as a percentage.

Purpose

This measure is used to evaluate the trading operating performance of the Group.

Exceptional items are excluded from this measure as they are largely one off and non-trading in nature and therefore create volatility in reported earnings.

Amortisation of acquired intangible assets is excluded from this measure as this is a significant non-cash fixed charge that is not affected by the trading performance of the business.

Impairment of acquired intangible assets and goodwill is excluded, as this is a significant non-cash charge.

Reconciliation/calculation

Adjusted operating profit is reconciled on the face of the income statement on page 21.

Like-for-like or LFL revenue and adjusted operating profit

Definition

The comparison of revenue or operating profit, as appropriate, excluding the impact of IFRS 16, any acquisitions made during the current year and, for acquisitions made in the comparative year, excluding from the current year result the impact of the equivalent current year pre-acquisition period. For disposals, results are excluded for the whole of the current and prior period. The prior period comparative is retranslated at the current period average exchange rate. The result of Y-cam is not adjusted as it is not material.

Change in current year

This measure has been amended in the current period to exclude the impact of applying IFRS 16. The Group considers this amendment provides shareholders with a comparable basis from which to understand the organic trading performance in the year.

Purpose

This measure is used by management to evaluate the Group's organic growth in revenue and adjusted operating profit, excluding the impact of M&A and currency movements.

Reconciliation/calculation

 
                                                    Six months          Six months 
                                                         ended               ended 
                                                       30 June             30 June 
                                              2019 (unaudited)    2018 (unaudited) 
                                                         GBP'm               GBP'm 
----------------------------------------    ------------------  ------------------ 
 Reported revenue                                        301.9               274.9 
 Equivalent period for prior year 
  acquisitions                                          (22.2)                   - 
 Disposals                                                   -               (3.0) 
 Effect of exchange rates                                    -                 9.8 
 Like-for-like revenue                                   279.7               281.7 
------------------------------------------  ------------------  ------------------ 
 
 Adjusted operating profit                                41.9                38.2 
 Operating profit for equivalent period 
  from entities acquired in prior year                   (3.3)                   - 
 Impact of IFRS 16                                       (0.8)                   - 
 Disposals                                                   -               (0.7) 
 Effect of exchange rates                                    -                 1.7 
 Like-for-like adjusted operating 
  profit                                                  37.8                39.2 
------------------------------------------  ------------------  ------------------ 
 

Adjusted profit before and after tax

Definition

Profit before amortisation of acquired intangible assets, deferred tax on amortisation of acquired intangible assets, impairment of acquired intangible assets, impairment of goodwill, exceptional items, gains and losses on the fair value of derivative financial instruments, amortisation of borrowing costs and associated tax effects.

Purpose

This measure is used to evaluate the profit generated by the Group through trading activities. In addition to the items excluded from operating profit above, the gains and losses on the fair value of derivative financial instruments, amortisation of borrowing costs, and the associated tax effect are excluded. These items are excluded as they are of a non-trading nature.

Reconciliation/calculation

 
                                                Six months          Six months 
                                                     ended               ended        Year ended 
                                                   30 June             30 June       31 December 
                                          2019 (unaudited)    2018 (unaudited)    2018 (audited) 
                                                      GBPm                GBPm              GBPm 
-------------------------------------   ------------------  ------------------  ---------------- 
 Profit before taxation                               11.0                14.5              38.9 
 Exceptional items                                     9.9                 5.5               7.3 
 (Loss) on revaluation of fair 
  value hedge                                            -               (0.2)             (0.3) 
 Amortisation of borrowing costs                       0.3                 0.7               1.0 
 Amortisation of acquired intangible 
  assets                                              13.5                12.8              25.8 
--------------------------------------  ------------------  ------------------  ---------------- 
 Adjusted profit before taxation                      34.7                33.3              72.7 
 Income tax charge                                   (3.1)               (4.5)            (12.6) 
 Add back: Adjusted tax effect(1)                    (6.0)               (4.2)             (7.1) 
 Adjusted profit after taxation                       25.6                24.6              53.0 
--------------------------------------  ------------------  ------------------  ---------------- 
 

(1) Tax effect of exceptional items, amortisation of borrowing costs, amortisation of acquired intangible assets, and gain or loss on revaluation of fair value hedge.

Adjusted earnings per share

Definition

Adjusted profit after tax divided by the basic weighted average number of ordinary shares in issue during the year, excluding those held as treasury shares.

Purpose

This measure is used to assess the trading operating performance per share in issue. This is used as the basis of the Group's long-term incentive plan targets and is the measure used in determining the level of dividend to be paid under the Group's dividend policy.

Reconciliation/calculation

Adjusted profit after tax is reconciled above and the number of shares can be found in note 7.

Leverage

Definition

Adjusted net debt translated at the average exchange rate for the year divided by Adjusted EBITDA, calculated using the prevailing GAAP at February 2018 (excluding the impact of IFRS 15, 9, and 16). This calculation is the covenant calculation defined in the Group's banking facility and private placement debt documents.

Purpose

This measure is used to evaluate the ability of the Group to generate sufficient cash flows to cover its contractual debt servicing obligations and to provide users of the accounts with details of whether the Group remains in compliance with its lending covenants.

Reconciliation/calculation

 
                                                      Six months         Six months 
                                                           ended              ended 
                                                         30 June            30 June 
                                                2019 (unaudited)   2018 (unaudited) 
                                                           GBP'm              GBP'm 
---------------------------------------------  -----------------  ----------------- 
Adjusted Net Debt (at average exchange rate)               225.6              216.2 
Adjusted EBITDA                                            102.3              102.7 
---------------------------------------------  -----------------  ----------------- 
Leverage                                                   2.21x              2.11x 
---------------------------------------------  -----------------  ----------------- 
 

Return on Capital Employed (ROCE)

Definition

LTM adjusted operating profit as a percentage of the LTM average capital employed (expressed as a 13 point average).

Purpose

This measure is used to evaluate how efficiently the Group's capital is being employed to improve profitability.

Reconciliation/calculation

 
                                        12cmonths          12 months 
                                            ended              ended 
                                          30 June            30 June 
                                 2019 (unaudited)   2018 (unaudited) 
                                            GBP'm              GBP'm 
------------------------------  -----------------  ----------------- 
LTM adjusted Operating Profit                87.3               79.5 
LTM average capital employed                688.3              573.2 
------------------------------  -----------------  ----------------- 
ROCE                                        12.7%              13.9% 
------------------------------  -----------------  ----------------- 
 

Return on acquisition investment (ROAI)

Definition

Adjusted operating profit attributable to the acquired business divided by the gross cost of investment (original cost plus acquisition and integration costs), plus the change in fair value of controllable capital employed between the date of acquisition and the date of measurement. The denominator is adjusted for seasonality where appropriate.

For acquisitions made within the last 12 months, adjusted operating profit is an annualised measure. For acquisitions made more than 12 months ago, adjusted operating profit is measured over the last 12 months. ROAI is measured for 2 years following acquisition.

Purpose

This measure is used to evaluate the efficiency and returns achieved by the Group from its investments in recent material business acquisitions and allows users of the accounts to compare the relative performance of each acquisition made by the Group. ROAI is measured over a two year period following acquisition.

Reconciliation/calculation

 
                                   Howe Green   Ashland     Zoo   Profab   Reguitti 
                                         GBPm        $m    GBPm     GBPm       EURm 
--------------------------------  -----------  --------  ------  -------  --------- 
 Adjusted operating profit                1.2      14.9     3.9      0.7        1.6 
 
 Gross cost of investment                 6.4     104.4    19.1      4.2       16.4 
 Change in controllable capital 
  employed                                0.6       1.9     0.5    (0.4)      (0.2) 
--------------------------------  -----------  --------  ------  -------  --------- 
                                          7.0     106.3    19.6      3.8       16.2 
-------------------------------- 
 ROAI                                   17.0%     14.0%   19.8%    18.4%       9.9% 
--------------------------------  -----------  --------  ------  -------  --------- 
 

Operating cash conversion and operational cash flow

Definition

Operational cash flow

Net cash generated from operations before Income tax paid, exceptional costs cash settled in the year and Pension contributions, and after proceeds on disposal of property, plant and equipment, payments to acquire property, plant and equipment and payments to acquire intangible assets.

Adjusted operational cash flow

Operational cash flow, less lease payments.

Operating cash conversion

Operational cash flow divided by adjusted operating profit.

Purpose

These measures are used to evaluate the cash flow generated by the business operations in order to pay down debt, return cash to shareholders and invest in acquisitions. Cash conversion provides users of the accounts with a measure of the extent that the Group's profitability converts into cash.

Reconciliation/calculation

A reconciliation is included in the financial review on page 15.

DEFINITIONS AND GLOSSARY OF TERMS

 
 Access 360            The Access Solutions business of ERA, constituting 
                        Bilco UK, Profab and Howe Green 
 APM                   Alternative Performance Measure 
 ASEAN                 Association of Southeast Asian Nations 
 Ashland or Ashland    Ashland Hardware Holdings Inc, acquired by 
  Hardware              AmesburyTruth on 15 March 2018 
 Bilco                 The Bilco Company acquired by the Group's AmesburyTruth 
                        Division on 1 July 2016 
 bps                   Basis points 
 CGU                   Cash Generating Unit 
 EBITDA                Earnings before Interest, Taxation, Depreciation 
                        and Amortisation 
 EBT                   Employee Benefit Trust 
 EMEAI                 Europe, Middle East and Africa and India region 
 EPS                   Earnings per Share 
 FENSA                 A government-authorised scheme that monitors 
                        building regulation compliance for replacement 
                        windows and doors. 
 Giesse                Giesse Group acquired by the Group's Schlegel 
                        International Division on 7 March 2016. 
 Howe Green            Howe Green Limited acquired by the Group on 
                        3 March 2017 
 IFRS                  International Financial Reporting Standards 
 Interim Financial     The condensed consolidated interim financial 
  Statements            statements of Tyman plc for the six months 
                        ended 30 June 2019 
 Interim Report        The interim report of Tyman plc for the six 
                        months ended 30 June 2019 
 LIRA                  Leading Indicator of Remodelling Activity published 
                        by the Joint Centre for Housing Studies of 
                        Harvard University 
 LTM                   Last twelve months 
 M&A                   Mergers and acquisitions 
 NAHB                  The National Association of Home Builders 
 NPD                   New Product Development 
 OEM                   Original equipment manufacturer 
 PPE                   Property, plant and equipment 
 Profab                Profab Access Solutions Limited acquired by 
                        ERA on 31 July 2018 
 Reguitti              Reguitti S.P.A acquired by SchlegelGiesse on 
                        31 August 2018 
 RMI                   Renovation, maintenance and improvement 
 Tyman                 Any references to Tyman, the Group, or the 
                        Company refer to Tyman plc and its subsidiaries. 
 Y-cam                 Y-cam Solutions Limited acquired by ERA on 
                        18 February 2019 
 Zoo or Zoo Hardware   Zoo Hardware Limited acquired by ERA on 10 
                        May 2018 
 

EXCHANGE RATES

The following foreign exchange rates have been used in the financial information to translate amounts into Sterling:

 
 Closing Rates:        H1 2019   H1 2018   FY 2018 
--------------------  --------  --------  -------- 
 US Dollars             1.2697    1.3207    1.2736 
 Euros                  1.1167    1.1305    1.1128 
 Australian Dollars     1.8082    1.7831    1.8055 
 Canadian Dollars       1.6622    1.7348    1.7360 
 Brazilian Real         4.8865    5.1215    4.9410 
--------------------  --------  --------  -------- 
 
 
 Average Rates:        H1 2019   H1 2018   FY 2018 
--------------------  --------  --------  -------- 
 US Dollars             1.2938    1.3760    1.3350 
 Euros                  1.1453    1.1366    1.1302 
 Australian Dollars     1.8319    1.7841    1.7862 
 Canadian Dollars       1.7255    1.7577    1.7293 
 Brazilian Real         4.9757    4.7067    4.8643 
--------------------  --------  --------  -------- 
 

ROUNDINGS

Percentage numbers have been calculated using unrounded figures, which may lead to small differences in some figures and percentages quoted.

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

END

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