Chairman's Statement & Strategy

Guillaume Robin

BUSINESS AND RESULTS

2023 saw turnover fall by 1.8% to constant scope and a 5.9% average price increase passed on to our customers. This decline in volumes can be explained by a number of clearly identified factors: the tightening of the French housing improvement agency (ANAH) funding for energy renovation, which has slowed the business trajectories of virtually all players in the sector; the 22% fall in new housing starts in France; a steep decline in the swimming pool market; and poor sales by DIY stores of some of our traditional product families. Fortunately, we performed well in the industrial, HVAC and water cycle markets. This slowdown also needs to be put into context by remembering that constant scope turnover grew 21.1% in 2021 and 12% in 2022. This degree of growth is not sustainable in our businesses.

DPI, acquired on October 31, 2022, had a particularly difficult year in terms of sales due to the fall in raw material prices and the non-renewal of very large projects delivered in 2022. However, their profitability stayed steady, meaning that we will pay the €5.16m earn-out in line with our agreements.

On November 24, 2023, we announced our discussions with the shareholders of Compteurenergie.com, the leader of a group of three companies with eight employees and turnover of €2.8 million. They combine expertise in the design and marketing of remote reading systems (IoT) and electricity, water, gas, fuel oil and energy meters for professionals. We will do our utmost to complete this acquisition in the first half of 2024. Finally, our consolidated turnover was €581 million, operating profit margin 13.7% and net profit margin 9.9%.

Our teams are set to manage identified risks and deal with unforeseen events.

FINANCIAL STRUCTURE AND PROSPECTS

Our inventory levels fell to 187 days of purchases, compared to 192 days at the end of December 2022. Our consolidated working capital requirement ended the year at 40% of turnover.

At December 31, 2023, we had €35.2 million in cash, €38.7 million in bank debt and €340 million in equity after distribution of profit. Our financial structure remains solid.

We maintain our rolling 10-year targets, based on average annual turnover growth of 7%, while respecting the environment and our stakeholders (pages 10, 11 and 21 of URD). For further details, please refer to our extra-financial performance statement on page 62 of URD.

Our initial estimate of the price impact in 2024 is less than 3%. This information will be shared with you each time we publish our sales figures.

Since September 2023, we have seen the decline in the number of building permit applications has come to a halt. If this trend continues in the coming months, the number of new housing starts may well bottom-out in the first half of 2024. An uptick in the new housing market could ensue in the first half of 2025. It should be noted, however, that this market only directly concerns 10% of our consolidated turnover.

The change in the rules from January 1, 2024 regarding the allocation of MaPrimeRénov state aid for energy retrofit projects is likely to disrupt this market for a few more months to come, and by contagion, the business of our largest subsidiary, Thermador. This phenomenon, on the back of the very buoyant figures for Q1 2023 (+10.3%), leads us to believe that the first half of 2024 will see a decrease in turnover. We expect a more favourable environment in the second half of the year to make up some or all of the ground lost.

DIVIDEND AND AGM

In December 2023, institutional investors held 48.6% of capital, individual shareholders 41.1% and our existing and retired employees combined, 6.7%. In line with our commitment to pay dividends to our shareholders on a regular basis, we propose to maintain the dividend at €2.08, or 32.8% of net earnings per share.

Our Annual General Meeting will be held at Musée des Confluences in Lyon on April 2, at 5 pm. We hope you will be able to attend, and that we will once again see votes cast exceed 75%. We will also be holding an information meeting in Paris on April 4, at 4 pm at Salons Hoche.

We would particularly like to draw your attention to resolutions 17 and 18 (page 195 and 196 of URD), which propose a free share plan reserved for employees and senior executives of the Group.

Yours faithfully,

Our strategy

Challenges 2023-2028

HUMAN RESOURCESAttract and retain talent at all levels of the Group.
Promote parity in all governance bodies.
SUSTAINABLE DEVELOPMENTMeet our objectives as set out on page 21 of this document.
Encourage and support internal initiatives for the protection of
the environment.
BUSINESSBetter understand and meet the expectations of our customers’ customers.
Increase international activity in a proportionate manner.
Continue the integration process of recently-acquired companies.
Increase our sales via digital channels.
DIGITAL TRANSFORMATIONDevelop our skills and digital tools to gain operational efficiency.
Ensure the integrity of our information systems.

All about strategy

THERMADOR GROUPE OWNS, CONTROLS, BRINGS TOGETHER, FEDERATES AND SUPPORTS DISTRIBUTION COMPANIES:

✣ equipment and accessories for the circulation of fluids in construction, public works and industry,
✣ large tools for domestic and professional use.

OBJECTIVES

Our 10-year objective is to maintain an average annual growth rate of over 7% while respecting our teams, shareholders, customers, suppliers, other stakeholders and the environment.

WHO ARE WE, AND WHAT ARE OUR VALUES?

We always seek to nurture trust, transparency, simplicity, sobriety and conviviality in human relations, but are also highly demanding and aspire to efficiencies. We ask everyone to work well and to get things right first time, so as not to have to do them again.

We want to provide our teams with excellent working conditions and a steady fixed salary. A share of the profits works its way down to subsidiary level, with Thermador’s mutual fund (FCPE) being the Group’s acting as a lever to motivate the staff.

We expect our leaders to be efficient, exemplary, communicative and primarily driven by the collective interest.

Our choice to open up the capital very widely means we have to satisfy our shareholders through communication, management and exemplary behaviour, the proper allocation of invested capital, regular results and dividends, great transparency and seamless availability. We have a proactive policy to ensure that our employees and managers hold a significant share of the capital.

Our model implies an efficient information system, substantial stock and suitable buildings which we can afford thanks to our very solid financial structure. The plan is to keep it that way.

Our model

Our model is based on specialised sales subsidiaries that handle sales, marketing and logistics for the geographical areas, customers and distribution channels agreed with their manufacturing partners. Their purchase prices and cost control ensure profitability and competitiveness.

They are differentiated by:

✣ the stability, quality and involvement of members of staff,
✣ a permanent focus on customer satisfaction,
✣ a proactive approach to sustainable development,
✣ the width, depth and continuous adaptation of product ranges,
✣ permanent and efficient sourcing,
✣ product expertise in the pre-sales department,
✣ an efficient, consistent after-sales service,
✣ excellence in logistics and operational processes,
✣ command of the digital tools available to them,
✣ the relevance of the information transmitted to the market to effectively feed the digital channels,
✣ the ability to adapt and innovate.

Their managers have extensive autonomy over the management of staff and the conduct of their business.

Develoment strategy

We can act on several levers to secure growth.

Organic growth:

Each subsidiary acts on three levers to develop its sales by:
✣ the development of market shares for ranges where they are below 30%,
✣ price increases when market conditions make them possible or necessary,
✣ product range extensions without ever competing with the Group’s other subsidiaries.

International:

From France, we focus on markets within reach of our logistics organisation and for product ranges where we have a competitive advantage. Our foreign subsidiaries apply the classic levers of organic growth.

Subsidiary creation:

This can be done if the business is close to our universe, as long as we find the right people to lead the project and the industrial partners to put together the basic product offering.

External growth:

We are studying opportunities, with a preference for companies located in Europe and outside France in order to better balance our domestic and export sales, with a few prerequisites: distribution companies that are close to our business model and market, a proven strategic interest, a reasonable acquisition price that is acceptable to our shareholders, honesty, professionalism and commitment of the managers and management teams, eventual control of 100% of the capital, and the upholding of operational excellence in the medium term.

Sustainable development:

We want to make progress on sustainable development by:

✣ expertise and training in all governance bodies,
✣ the co-option of ambitious consolidated Group objectives,
✣ the fulfilment of commitments made,
✣ accurate, honest and regular communication with all stakeholders.

Commercial and logistics efficiency

We aim to increase our commercial and logistics efficiency through:

✣ continued improvement of our information systems by increasing our level of autonomy and our development capacity,
✣ the collection, storage, analysis and exploitation of data that serve our businesses by adding appropriate algorithmic models to our information systems,
✣ the gradual introduction of mechanised storage systems.