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RNS Number:3735S Hill & Smith Hldgs PLC 06 March 2007 PRELIMINARY RESULTS FOR THE YEAR ENDED 31 DECEMBER 2006 Hill & Smith Holdings PLC ("the Group") announces an increase in revenue, profits and dividends for the year ended 31 December 2006. Revenue increased by 10.4 per cent to 306.0m and profit before taxation rose by 9.4 per cent to 17.3m. Underlying profit before taxation grew by 17.6 per cent to 18.5m with dividends 20% higher at 7.2p per share. Basic earnings per share were 11.9% lower at 19.8p but underlying earnings per share* increased by 15.3% to 20.7p. Highlights Year ended Year ended 31 December 31 December 2006 2005 Revenue 306.0m 277.3m Profit before taxation 17.3m 15.8m Underlying profit before taxation* 18.5m 15.7m Basic earnings per share 19.8p 22.5p Underlying earnings per share* 20.7p 17.9p Dividends per share 7.2p 6.0p * Results stated before reorganisation and property items The Group's focus on investing in more value-added products and services led to a further improvement in its operating margins. In particular, underlying operating profits at the Group's Infrastructure Products division increased by 24.9 per cent. The continuing plans for spending on transport infrastructure mean that the division's markets remain strong. During 2006, Hill & Smith invested 29.5m in acquisitions, capital expenditure and product development and returns are already evident from this investment, including greater efficiency and improved market positioning. The focus of the investment continues to be in core areas where the Group is a market leader, with advantages in terms of innovation and cost. During the year, the Group raised 26.8m net of expenses through a placing and open offer, to provide a basis for further growth and investment. David Winterbottom, Chairman, said: "The current trading period has started in line with our expectations and, subject to market conditions remaining favourable, I look forward to further progress in 2007." Further information: Hill & Smith Holdings PLC David Grove, Chief Executive 0121 704 7430 07973 325667 Freshwater UK Edward Carter/Anna McNeil 0121 633 7775 07770 378097 CHAIRMAN'S STATEMENT General I am pleased to be able to report another year of increased profitability and progress for the Group. In the year ended 31 December 2006 revenue increased by 10.4% to 306.0 million (2005: 277.3 million) and profit before taxation increased by 9.4% to 17.3 million (2005: 15.8 million). In the absence of last year's one-off tax benefits, earnings per share fell by 11.9% to 19.8p (2005: 22.5p). The Group regards its underlying results, which exclude the effects of business reorganisation and property items, as the most appropriate measure of its financial performance. Underlying operating profit increased by 15.8% to 22.7 million (2005: 19.6 million) on revenue of 306.0 million (2005: 277.3 million). Underlying profit before taxation increased by 17.6% to 18.5 million (2005: 15.7 million). There was a further improvement in underlying earnings per share to 20.7p in 2006 (2005: 17.9p), representing an increase of 15.3%. Dividends If approved by shareholders, the proposed final dividend of 4.2p per share will result in a total dividend for the year of 7.2p, which is 20.0% ahead of last year (2005: 6.0p). Our progressive policy leaves the dividend covered 2.9 times by underlying earnings. Operations Our focus on investing in more value-added products and services led to a further improvement in the Group's underlying operating margin to 7.4% (2005: 7.1%). The performance of the Infrastructure Products division was excellent, with underlying operating profit increasing by 24.9%. This division has been the main beneficiary of our investment programme in recent years and it continues to provide excellent returns. The Building and Construction Products division was hit by losses in our Express concrete reinforcement business which led to a fall in the division's underlying operating profit of 20.4% compared to 2005. Losses have now been eliminated at this operation, which returned to profitability in the last quarter of the year. Underlying operating profit in the small Industrial Products division moved ahead by 47.3%. This performance was primarily attributable to the increasing profitability of our expanding Pipe Supports operation in Thailand. Funding To help finance our acquisition and organic growth plans, in October 2006 the Group raised some 26.8 million, net of expenses, by means of a Placing and Open Offer of new ordinary shares. This was well supported by existing shareholders and also introduced some new institutional holders. Acquisitions In February 2006 we acquired Counters & Accessories Limited. This business designs and supplies traffic data recording equipment primarily for the public sector and complements our existing Techspan business in the growing transport information technology sector. In October we also acquired Metnor Galvanizing Limited, together with its freehold property. This acquisition will give our existing galvanizing businesses access to a long bath facility which will strengthen our market position. Disposals In line with our established corporate strategy, in October two of our non-core activities, W&S Allely Limited and Eden Material Services (UK) Limited, were sold at approximately net asset value. Zinkinvent The Group has owned 33.3% of this company since May 2005. As we announced on 1 March 2007, we have entered into an agreement with some of the other principal shareholders to acquire further shares in Zinkinvent, subject to approval by Hill & Smith's shareholders. If approved, this transaction will result in Zinkinvent becoming a subsidiary of the Group, trading through Vista NV, a leading galvanizer with facilities in mainland Europe and the USA. Employees Our innovative and entrepreneurial culture represents a calculated response to the competitive challenges we face and I would like to thank all our employees for their support and efforts in meeting these challenges during the year. Board Changes As I announced last year, and following ten years as your Chairman, I will be retiring at the close of the 2007 AGM. I am proud to have made a contribution to the substantial progress achieved by the Group during my tenure and would like to thank my colleagues for all their support during this period. The Group is in a healthy position and I wish the new Chairman, David Grove, and his team, every success in the future. I would also like to congratulate Derek Muir, who will take over the position of Chief Executive from David Grove, following a career spanning nearly 20 years with the Group. I would also like to extend a warm welcome to Clive Snowdon who will join the Board as a Non-Executive Director in May 2007. Outlook The current trading period has started in line with our expectations and, subject to market conditions remaining favourable, I look forward to another progressive performance in 2007. David Winterbottom Chairman 6 March 2007 OPERATIONAL REVIEW Overview 2006 was another successful year for the Group during which we achieved all of our key strategic objectives, with further additions to our ever growing product portfolio supplying expanding markets both in the U.K. and, more recently, overseas. Infrastructure Products Group (IPG) Our largest division continues to be the main engine for profit growth with its active product development programme generating organic growth, complemented by selected acquisitions. Revenue increased to 117.4 million, 9.3% higher than in the previous year. The underlying operating profit increased by 24.9% to 16.2 million (2005: 13.0 million). Hill & Smith's new range of vehicle restraint systems continued to enhance its market leadership with increased demand for its 'Flexbeam' crash barrier range of products. The Brifen wire rope brand made further progress in the U.S.A. where it is now used in 25 states as the system of choice to prevent cross-over accidents. During the year we were awarded various contracts on the M1 widening scheme. We anticipate these will generate substantial revenue opportunities for our Flexbeam, Varioguard and Multiplate products over the next three years. Berry Systems also had another very successful year as it continued to provide innovative solutions for our off-highway customers. A new technology division within IPG has been created following the recent acquisitions of Techspan Systems and Counters & Accessories. We are now able to offer a range of electronic highway information and vehicle logging and detection systems to complement our more traditional metal based products, to the same customer base. In December Techspan was one of three successful bidders for a contract with the Highways Agency worth in total approximately 180 million over four years from 2007, for the supply and installation of variable message signs. Counters & Accessories has now been successfully integrated into the Group and a new management team has been created following the retirement of the previous owner. We are combining these excellent engineering teams to provide new solutions to help reduce congestion on the nation's roads. Varley & Gulliver again delivered an excellent performance despite a downturn in exports. Further new products, including our fully tested high containment parapet system, are now available to the market. Barkers Engineering made further progress in its fencing and security products markets with the development of the Inceptor range of access control gates for the Homeland security market. Mallatite was relocated to a single site within our new Metnor "galvanizing village". The latest technology for manufacturing and finishing has been installed to allow us to follow our strategy of being the lowest cost producer. This world class facility will secure our status as a market leader in the U.K. lighting column market. Disruption arising from the relocation hampered the performance in 2006 but with recent contract wins in Portsmouth, Ealing and Dorset, the single site operation should not disappoint. Asset International continued to win new approvals for its Weholite product and its record performance in 2006 included the completion of its largest ever single contract of nearly 1 million. In order to support the expansion of this business, further investment has now been committed to acquire a fourth extruding line. Our galvanizing operations made considerable progress in the year despite having to contend with the unprecedented increase in zinc raw material prices. The acquisition of Metnor Galvanizing Limited late in the year has given Joseph Ash the advantage of a long bath facility in its portfolio. Joseph Ash's Envirotanks division had another excellent year and has secured a strong order book to carry forward into 2007. Building and Construction Products Revenue increased by 10.9% to 146.2 million in 2006 (2005: 131.8 million) although underlying operating profit at 3.8 million fell by 20.4% (2005: 4.8 million). The losses made in the Express reinforcing bar and mesh business more than offset the progress made in the remainder of the division. Express was adversely affected by major steel price increases and margin erosion in the year. However the business returned to profitability in the last quarter of the year and this trend is expected to continue in 2007. Further growth and gains in market share led to another increase in profitability for Ash & Lacy Building Systems. Highlights in the year include the relocation of its depot in the South to larger premises and the opening of a new depot in Leeds to serve the North of England. Birtley Building Products continued to grow its product portfolio and improve efficiencies as a result of the investment in the site infrastructure. The industrial flooring and related products of Access Engineering, Redman Fisher and Lionweld Kennedy produced an excellent performance and we continue to invest in new products for the future. Industrial Products Revenue increased to 42.5 million which was an 11.6% improvement on the 2005 figure (38.1 million). Underlying operating profits also increased by 47.3% to 2.6 million (2005: 1.8 million). Benefiting from recent capital investment, there was a significant expansion of our pipe supports operations in Thailand during the year, as they take advantage of the current activity in the building of liquid natural gas plants around the world. The other smaller companies in this division traded adequately in difficult market conditions. Two of the smaller non-core metal stockholding businesses were sold during the year. Zinkinvent Our associated company, Zinkinvent GmbH, which we acquired in May 2005, had an excellent year. As explained in the Chairman's Statement, we have recently entered into a conditional agreement to acquire control of Zinkinvent. If approved by our shareholders, this acquisition will greatly expand the scope of our galvanizing and lighting column manufacturing operations and provide us with a platform for international expansion. Acquisitions In February 2006 we acquired Counters & Accessories and in October 2006 we acquired Metnor Galvanizing. As mentioned above, Counters & Accessories will work closely with Techspan Systems to form the core of our new technology division within IPG. Metnor Galvanizing is located near Chesterfield, an area which is not well served by our existing galvanizing activities. It also has a longer bath facility than any of the other plants, thus enabling us to process longer lengths of poles and structured steel. This plant is now the fourth galvanizing facility situated adjacent to one of our major manufacturing units. The Future Our infrastructure and construction markets remain buoyant and demand in the U.K. for our continually expanding product portfolio, aimed at health and safety, security and the environment, will continue to drive the Company's performance. The acquisition of Zinkinvent and our planned expansion into overseas markets will diversify our future earnings and provide further opportunities to develop the Group on an international basis. David Grove Chief Executive 6 March 2007 FINANCIAL REVIEW Basis of consolidation The results cover the twelve months to 31 December 2006. They include for the first time the results of Counters & Accessories Limited, which we acquired in February, and Metnor Galvanizing Limited, which we acquired in October, as well as a first full year contribution from our associated company, Zinkinvent GmbH, which was acquired in 2005. They also include the results of W&S Allely Limited and Eden Material Services (UK) Limited, up to the date of their disposal in October. Summary of Results The Group regards its underlying results, which exclude the effects of business reorganisation and property items, as the most appropriate measure of its financial performance. The Group's 2006 results represent another record year with revenue and profit before tax at their highest ever levels. This performance was achieved despite major increases in energy and commodity prices, particularly zinc, which is used in our galvanizing operations, and some steel products. Although we were able in many instances to pass on these cost increases, they had the effect of reducing our overall trading profit margin. However, the higher full year contribution from Zinkinvent enabled us to maintain the growth in our underlying operating margin and profit before tax. Revenue and Operating Profit Revenue increased by 10.4% to 306.0 million (2005: 277.3 million). Adjusting for the effect of acquisitions and disposals, the like-for-like increase was 9.6%, with growth in all divisions. Revenue in our core Infrastructure Products Group division (IPG) increased by 9.3%, due in part to the effects of the increase in the price of zinc. The Building and Construction division increased revenue by 10.9%, reflecting the passing on of the increased cost of raw materials and the continued expansion in our Ash & Lacy Building Systems operation. Growth in the Industrial Products division was due almost entirely to our Pipe Supports businesses which increased revenue significantly on the back of the surging worldwide demand for power generation, in particular in the liquid natural gas market. Underlying operating margins in IPG increased from 12.1% to 13.8% and underlying operating profit grew by 24.9%, fuelled by new product launches, strong market demand, both domestically and abroad, and the two acquisitions of Counters & Accessories Limited and Metnor Galvanizing Limited. Our Joseph Ash galvanizing operations benefited from the cost reductions arising from the closure of their Digbeth factory in 2005 and the Asset International plastic pipe business increased profits substantially, due to strong demand from the house building sector. In the Building and Construction division profit advances in most businesses were offset by a substantially reduced performance from our concrete reinforcement operation Express Reinforcements Limited, which was adversely affected by a rapid rise in the cost of raw materials in the first half of the year, which squeezed margins. Sales prices are now back at much more satisfactory levels and we look forward to a significantly improved performance from this business in 2007. The improved results in the Industrial Products division was due primarily to the substantially increased contribution from our Pipe Supports operations where operating profit nearly doubled due to strong customer demand. There was also an increased contribution from our associated company, Zinkinvent GmbH, where our share of its post tax profits increased by 2.5 million. Although this is due in part to it being a full year contribution, rather than only seven months in 2005, there was nevertheless a substantial improvement in its underlying full year performance with higher volumes and operating margins. Group operating profit increased by 9.2% to 21.5 million (2005: 19.7 million) whilst underlying operating profit increased by 15.8% to 22.7 million (2005: 19.6 million). Net reorganisation and property items at operating profit level amounted to 1.2 million. These include the cost of relocating our Mallatite lighting column operations to a new site at Chesterfield, which involved the closures of the existing factories in Levenshulme and Cresswell. These costs were partially offset by gains on the sale of two vacant sites in Glasgow and Hartlepool. Financing costs Net financing costs increased by 0.3 million, primarily as a result of the higher average borrowings during the year and the base rate increases later in the year. Based on underlying operating profit, net interest cover was 5.4 times (2005: 5.1 times). Profit before taxation Underlying profit before taxation rose by 17.6% to a record 18.5 million (2005: 15.7 million). Including the effect of the net reorganisation and property items, profit before taxation increased by 9.4% to 17.3 million (2005: 15.8 million). Taxation The effective tax rate on both underlying and overall profits were lower than the standard rate of 30%. This was due mainly to the inclusion of the Zinkinvent post tax profits at the pre tax level as required by International Accounting Standards. The overall tax rate of 24.6% was higher than the previous year, which benefited additionally from the release of a deferred tax provision arising from property transactions. Earnings per share Underlying earnings per share amounted to 20.7p, representing an increase of 15.3% over last year (2005: 17.9p) and the highest ever achieved by the Group. However, because of the higher tax charge, the year's basic earnings per share fell by 11.9% to 19.8p (2005: 22.5p). Dividends We again propose to increase the level of the distribution to shareholders. The recommended final dividend, together with the interim dividend already paid, makes a total for the year of 7.2p per share, an increase of 20.0% over last year. This level of dividend is covered 2.8 times by basic earnings per share. Based on underlying earnings per share, dividend cover is 2.9 times. Financing and investment Year end net borrowings decreased slightly to 46.1 million (2005: 47.3 million). We continued our vigorous programme of capital expenditure and product development, investing a total of 19.0 million, 12.2 million in excess of the depreciation charge. Working capital increased by 13.5 million during the year primarily to support the higher costs of raw materials and the growth in revenue. We also made additional contributions totalling 1.5 million towards the Group's pension deficit. The year end financing position benefited from the proceeds of the successful placing and open offer in October 2006 which raised a total, net of costs, of 26.8 million. We generated 3.1 million from the sale of properties and plant and equipment. 10.5 million was spent in making the acquisitions of Counters & Accessories Limited and Metnor Galvanizing Limited. Pensions Our year end net retirement obligation reduced by 3.4 million. Net investment returns during the year exceeded expectations and long term bond rates increased, although these benefits were partially negated by the effect of new mortality assumptions. As noted above, we made additional contributions on account of the deficit amounting to 1.5 million. Chris Burr Finance Director 6 March 2007 CONSOLIDATED INCOME STATEMENT Year ended 31 December 2006 Year ended 31 December 2006 Year ended 31 December 2005 Reorganisation Reorganisation Underlying and property Underlying and property results items Total results items Total Notes 000 000 000 000 000 000 ------------------------------------------------------------------------------------------------------------------------ Revenue 1 306,042 - 306,042 277,296 - 277,296 ======================================================================================================================== Trading Profit 19,464 - 19,464 18,893 - 18,893 Share of profits from associate (net of tax) 2 3,191 - 3,191 677 - 677 Business reorganisation costs 3 - (2,175) (2,175) - (4,260) (4,260) Profit on sale of properties 3 - 1,025 1,025 - 4,389 4,389 ------------------------------------------------------------------------------------------------------------------------ Operating profit 1 22,655 (1,150) 21,505 19,570 129 19,699 Financial income 4 4,413 - 4,413 4,294 - 4,294 Financial expense 4 (8,602) - (8,602) (8,166) - (8,166) ------------------------------------------------------------------------------------------------------------------------ Profit before taxation 18,466 (1,150) 17,316 15,698 129 15,827 Taxation 5 (4,861) 605 (4,256) (4,397) 2,766 (1,631) ------------------------------------------------------------------------------------------------------------------------ Profit for the year 13,605 (545) 13,060 11,301 2,895 14,196 ======================================================================================================================== Attributable to: Equity holders of the parent - - 13,056 - - 14,176 Minority interest - - 4 - - 20 ------------------------------------------------------------------------------------------------------------------------ Profit for the year - - 13,060 - - 14,196 ======================================================================================================================== Basic earnings per share 6 - - 19.8p - - 22.5p Diluted earnings per share 6 - - 19.3p - - 21.8p Dividend per share - Interim 7 - - 3.0p - - 2.6p Dividend per share - Final proposed 7 - - 4.2p - - 3.4p ------------------------------------------------------------------------------------------------------------------------ Total 7 - - 7.2p - - 6.0p ======================================================================================================================== CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE Year ended 31 December 2006 Year ended Year ended 31 December 31 December 2006 2005 000 000 ------------------------------------------------------------------------------------------------------------------------ Exchange differences on translation of foreign operations 110 18 Share of exchange differences on translation of foreign operations from associate (275) - Actuarial gain/(loss) on defined benefit pension schemes 1,522 (8,094) Taxation on items taken directly to equity (318) 2,491 ------------------------------------------------------------------------------------------------------------------------ Net income/(expense) recognised directly in equity 1,039 (5,585) Profit for the year 13,060 14,196 ------------------------------------------------------------------------------------------------------------------------ Total recognised income and expense for the year 14,099 8,611 ======================================================================================================================== Attributable to: Equity holders of the parent 14,095 8,591 Minority interest 4 20 ------------------------------------------------------------------------------------------------------------------------ Total recognised income and expense for the year 14,099 8,611 ======================================================================================================================== CONSOLIDATED BALANCE SHEET As at 31 December 2006 31 December 31 December 2006 2005 Notes 000 000 ------------------------------------------------------------------------------------------------------------------------ Non-current assets Intangible assets 39,845 29,727 Property, plant and equipment 51,007 40,972 Investment in associate 2 27,163 24,832 Deferred tax asset 572 2,407 ------------------------------------------------------------------------------------------------------------------------ 118,587 97,938 ------------------------------------------------------------------------------------------------------------------------ Current assets Assets held for sale - freehold land - 631 Inventories 33,248 24,804 Trade and other receivables 72,935 61,057 Cash and cash equivalents 14,176 16,313 ------------------------------------------------------------------------------------------------------------------------ 120,359 102,805 ------------------------------------------------------------------------------------------------------------------------ Total assets 1 238,946 200,743 ======================================================================================================================== Current liabilities Trade and other liabilities (87,142) (79,528) Current tax liabilities (2,798) (2,088) Interest bearing borrowings (7,893) (8,162) ------------------------------------------------------------------------------------------------------------------------ (97,833) (89,778) ------------------------------------------------------------------------------------------------------------------------ Net current assets 22,526 13,027 ======================================================================================================================== Non-current liabilities Other liabilities (420) (427) Provisions for liabilities and charges (810) (833) Retirement benefit obligation (10,503) (13,885) Interest bearing borrowings (52,341) (55,408) ------------------------------------------------------------------------------------------------------------------------ (64,074) (70,553) ------------------------------------------------------------------------------------------------------------------------ Total liabilities 1 (161,907) (160,331) ======================================================================================================================== Net assets 1 77,039 40,412 ======================================================================================================================== Equity Share capital 18,887 15,799 Share premium 27,803 4,036 Capital redemption reserve 238 238 Other reserves 4,313 4,313 Translation reserve (203) (38) Retained earnings 25,989 15,994 ------------------------------------------------------------------------------------------------------------------------ Equity attributable to equity holders of the parent 77,027 40,342 Minority interests 12 70 ------------------------------------------------------------------------------------------------------------------------ Total equity 77,039 40,412 ======================================================================================================================== CONSOLIDATED STATEMENT OF CASH FLOWS As at 31 December 2006 Year ended Year ended 31 December 31 December 2006 2005 Notes 000 000 000 000 ------------------------------------------------------------------------------------------------------------------------ Profit before tax - 17,316 - 15,827 Add back net financing costs 4 - 4,189 - 3,872 ------ ------ Operating profit 1 - 21,505 - 19,699 Adjusted for non cash items Income from associated company 2 (3,191) - (677) - Share-based payment 152 - 100 - Fair value of forward contracts 145 - - - Loss on disposal of subsidiaries 144 - - - Gain on disposal of property, plant and equipment (1,137) - (4,396) - Depreciation 6,404 - 6,012 - Amortisation of intangible assets 395 - 183 - ====== ------ - 2,912 - 1,222 ------ ------ Operating cash flow before movement in working capital - 24,417 - 20,921 (Increase)/Decrease in inventories (8,406) 2,616 - Increase in receivables (11,351) - (2,195) - Increase in payables 7,783 - 3,460 - Decrease in provisions and employee benefits (1,549) - (869) - ====== ====== Net movement in working capital - (13,523) - 3,012 ------ ------ Cash generated by operations 1 - 10,894 - 23,933 Income taxes paid - (2,720) - (2,727) Interest paid - (3,848) - (4,676) ------------------------------------------------------------------------------------------------------------------------ Net cash from operating activities - 4,326 - 16,530 Interest received 684 - 455 - Proceeds on disposal of property, plant and equipment 3,129 - 13,788 - Purchase of property, plant and equipment (17,456) - (10,776) - Purchase of intangible assets (1,559) - (1,506) - Disposal of subsidiaries 359 - - - Acquisitions of minority interests (59) - - - Acquisitions of subsidiaries and associates (10,452) - (25,219) - ====== ====== Net cash used in investing activities - (25,354) - (23,258) Issue of new shares 26,855 - 797 - Dividends paid (3,793) - (3,134) - New loans raised 4,812 - 25,516 - Repayments of loans (7,250) - (7,750) - Repayment of loan notes (40) - (1,030) - Repayment of obligations under finance leases (1,693) - (1,259) - ====== ====== Net cash from financing activities - 18,891 - 13,140 ------------------------------------------------------------------------------------------------------------------------ Net (decrease)/increase in cash - (2,137) - 6,412 Cash at the beginning of the year - 16,313 - 9,901 ------------------------------------------------------------------------------------------------------------------------ Cash at the end of the year - 14,176 - 16,313 ======================================================================================================================== NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1. Segmental information The Group is currently organised into three main operating segments which represent its primary segmental information. All operations are continuing. Income Statement Year ended 31 December 2006 Year ended 31 December 2005 Underlying Underlying Segment Segment Segment Segment Segment Segment Revenue result result* Revenue result result* 000 000 000 000 000 000 ------------------------------------------------------------------------------------------------------------------------ Infrastructure Products 117,370 15,171 16,241 107,414 11,872 13,003 Building and Construction Products 146,171 3,544 3,835 131,797 4,353 4,816 Industrial Products 42,501 2,790 2,579 38,085 3,474 1,751 ------------------------------------------------------------------------------------------------------------------------ Total Group 306,042 21,505 22,655 277,296 19,699 19,570 -------------------------------------------- ------- Net financing costs - (4,189) (4,189) - (3,872) (3,872) --------------------- ---------------------- Profit before taxation - 17,316 18,466 - 15,827 15,698 Taxation - (4,256) (4,861) - (1,631) (4,397) ------------------------------------------------------------------------------------------------------------------------ Profit after taxation - 13,060 13,605 - 14,196 11,301 ======================================================================================================================== * Underlying segment result is stated before reorganisation and property items. 2006 includes 3,191,000 (2005: 677,000) share of profit from associate. Balance sheet 31 December 2006 31 December 2005 Total Total Total Total assets liabilities assets liabilities 000 000 000 000 ------------------------------------------------------------------------------------------------------------------------ Infrastructure Products 118,273 (17,068) 94,598 (22,770) Building and Construction Products 70,847 (49,092) 55,653 (36,676) Industrial Products 35,078 (19,135) 31,772 (18,866) ------------------------------------------------------------------------------------------------------------------------ Total segment assets/(liabilities) 224,198 (85,295) 182,023 (78,312) Tax and dividends 572 (5,065) 2,407 (3,731) Provisions and retirement benefits - (11,313) - (14,718) Net debt 14,176 (60,234) 16,313 (63,570) ------------------------------------------------------------------------------------------------------------------------ Total Group 238,946 (161,907) 200,743 (160,331) ======================================================================================================================== Net assets - 77,039 - 40,412 ======================================================================================================================== 2006 includes 27,163,000 (2005: 24,832,000) investment in associate. Cash flows Year ended Year ended 31 December 2006 31 December 2005 Underlying Underlying Cash flow cash flow* Cash flow cash flow* 000 000 000 000 ------------------------------------------------------------------------------------------------------------------------ Infrastructure products 7,020 8,468 10,826 12,846 Building and Construction products 1,507 1,798 10,087 11,282 Industrial products 2,367 2,276 3,020 3,346 ------------------------------------------------------------------------------------------------------------------------ Cash generated by operations 10,894 12,542 23,933 27,474 ======================================================================================================================== * Underlying cash flow is stated before reorganisation and property items. 2. Associate company The Group owns 33.3% of the ordinary shares in Zinkinvent GmbH, a German holding company, which owns 100% of Vista NV, a Belgian company with galvanizing and lighting pole fabrication businesses in mainland Europe and the USA. The results of this business are being equity accounted into the results of the Group. The share of the profit for the year ended 31 December 2006, which is stated net of local taxes, was 3,191,000 (post acquisition in May 2005: 677,000). 3. Reorganisation and property items Business reorganisation costs In 2006 these costs related primarily to the relocation of the production facilities of Mallatite Limited to Chesterfield and of the Kingston depot of Ash & Lacy Building Systems Limited to Chessington. In 2005 the costs related primarily to the relocation of galvanizing production from the Digbeth operation of Joseph Ash Limited and the Hartlepool operation of Birtley Building Products Limited to alternative locations, and the costs arising from the restructuring of Express Reinforcements Limited including the closure of its Rainham depot. Also in 2006, a loss was realised on the disposal of W&S Allely Limited and Eden Material Services (UK) Limited. There were no business disposals in 2005. Profit on sale of properties In 2006 this relates to the sale of two vacant properties located in Glasgow and Hartlepool. The profit in 2005 relates to the sale of two vacant properties located in Barnsley and Newcastle and the sale and leasebacks of five other operating properties. In both years no tax liability arose on these sales due to the availability of indexation allowances and capital losses for offset, 2005 also benefited from the release of a deferred tax provision arising from property disposals. 4. Net financing costs Year ended Year ended 31 December 31 December 2006 2005 000 000 Financial income Interest on bank deposits 681 578 Net change in fair value of financial assets and liabilities - 160 Expected return on pension scheme assets 3,732 3,556 -------------------------------------------------------------------------------------------------------------------- 4,413 4,294 ==================================================================================================================== Financial expense Interest on bank loans and overdrafts 4,471 4,418 Amortisation of arrangement fees 374 276 Interest on finance leases and hire purchase contracts 300 193 Net change in fair value of financial assets and liabilities 2 - Expected interest cost on pension scheme obligations 3,391 3,205 Interest on other loans 64 74 -------------------------------------------------------------------------------------------------------------------- 8,602 8,166 ==================================================================================================================== Net financing costs 4,189 3,872 ==================================================================================================================== 5. Taxation Tax charged on profit shown in the income statement Year ended Year ended 31 December 31 December 2006 2005 000 000 -------------------------------------------------------------------------------------------------------------------- Current tax UK corporation tax at 30% (2005: 30%) 3,271 2,519 Adjustments in respect of prior periods (174) (30) Foreign tax at prevailing local rates 156 110 -------------------------------------------------------------------------------------------------------------------- 3,253 2,599 Deferred tax Current year 971 (980) Adjustments in respect of prior periods 32 12 -------------------------------------------------------------------------------------------------------------------- Tax on profit in the Income Statement 4,256 1,631 ==================================================================================================================== Tax charged/(credited) on items taken directly to equity Year ended Year ended 31 December 31 December 2006 2005 000 000 -------------------------------------------------------------------------------------------------------------------- Current tax Relating to defined benefit schemes (558) (255) Relating to share based payments (2) - -------------------------------------------------------------------------------------------------------------------- (560) (255) Deferred tax Relating to defined benefit schemes 1,015 (2,173) Relating to share based payments (137) (63) -------------------------------------------------------------------------------------------------------------------- Tax on items taken directly to equity 318 (2,491) ==================================================================================================================== The tax charge to the income statement for the period is lower than the standard rate of corporation tax in the UK. The differences are explained below: Year ended Year ended 31 December 31 December 2006 2005 000 000 -------------------------------------------------------------------------------------------------------------------- Profit before taxation 17,316 15,827 ==================================================================================================================== Profit before taxation multiplied by the standard rate of corporation tax in the UK of 30% 5,195 4,748 Expenses not deductible for tax purposes 233 360 Deductible employee share option gains not charged against profit (31) (309) Share of profit from associate already taxed (677) (203) Capital profits less losses and write downs not subject to tax (264) (1,526) Deferred tax benefit arising from asset disposals - (1,363) Overseas profits taxed at lower rates (58) (58) Adjustments in respect of previous periods (142) (18) -------------------------------------------------------------------------------------------------------------------- Tax charge 4,256 1,631 ==================================================================================================================== 6. Earnings per share The weighted average number of ordinary shares in issue during the year was 65,834,026 (2005: 62,960,978), diluted for the effects of all outstanding share options 67,604,552 (2005: 64,968,617). Underlying earnings per share have been shown because the Directors consider that this provides valuable additional information about the underlying performance of the Group. Year ended Year ended 31 December 2006 31 December 2005 Pence per Pence per share 000 share 000 -------------------------------------------------------------------------------------------------------------------- Basic earnings 19.8 13,056 22.5 14,176 Effect of reorganisation and property items 0.9 545 (4.6) (2,895) -------------------------------------------------------------------------------------------------------------------- Underlying earnings 20.7 13,601 17.9 11,281 ==================================================================================================================== Diluted earnings 19.3 13,056 21.8 14,176 Effect of reoganisation and property items 0.8 545 (4.4) (2,895) -------------------------------------------------------------------------------------------------------------------- Underlying diluted earnings 20.1 13,601 17.4 11,281 ==================================================================================================================== 7. Dividends Dividends declared after the balance sheet date are not recognised as a liability, in accordance with IAS10. The Directors have recommended a final dividend for the curent year, subject to shareholder approval, as shown below: Year ended Year ended 31 December 2006 31 December 2005 Pence per Pence per share 000 share 000 -------------------------------------------------------------------------------------------------------------------- Equity shares: Interim 3.0 2,267 2.6 1,643 Final proposed 4.2 3,185 3.4 2,150 -------------------------------------------------------------------------------------------------------------------- Total 7.2 5,452 6.0 3,793 ==================================================================================================================== 8. Subsequent events On 28 February 2007, the Group entered into an agreement with some of the other principal shareholders of its associate company Zinkinvent GmbH, to acquire further shares in that company, subject to Hill & Smith Holdings PLC shareholder approval. If approved, this transaction will result in Zinkinvent GmbH becoming a subsidiary of the Group. Zinkinvent GmbH is an investment company owning 100% of Vista NV, a Belgian holding company with galvanizing and lighting column manufacturing operations in mainland Europe and the USA. Notes 1. The financial information set out above does not constitute the company's statutory accounts for the years ended 31 December 2006 or 2005 but is derived from those accounts. Statutory accounts for 2005 have been delivered to the registrar of companies, and those for 2006 will be delivered in due course. The auditors have reported on those accounts; their reports were: (i) unqualified, (ii) did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their reports, and (iii) did not contain statements under section 237(2) or (3) of the Companies Act 1985. 2. The proposed final dividend will be paid on 11 July 2007 to shareholders on the register on 8 June 2007 (ex-dividend date 6 June 2007). 3. The Annual Report will be posted to shareholders on 5 April 2007, and will be displayed on the Company's website at www.hsholdings.co.uk. Copies of the Annual Report will also be available from the Registered Office at 2 Highlands Court, Cranmore Avenue, Shirley, Solihull, B90 4LE. 4. The Annual General Meeting will be held at The Balcony Suite, The National Motorcycle Museum, Solihull at 10.30 a.m. on Friday 11 May 2007. Financial calendar: Annual General Meeting 11 May 2007 Payment of proposed final dividend 11 July 2007 Interim results announcement for the period to 30 June 2007 September 2007 Payment of interim dividend January 2008 5. This preliminary announcement of results for the year ended 31 December 2006 was approved by the Directors on 6 March 2007. This information is provided by RNS The company news service from the London Stock Exchange END