Final Results

Kingspan Group PLC 06 March 2006 KINGSPAN GROUP PLC RESULTS FOR THE YEAR ENDED 31st DECEMBER 2005 Results Highlights 2005 2004 % Change Turnover €1,243.4mn €958.1mn 30% Operating profit €145.1mn €103.3mn 40% Net profit before tax €135.0mn €96.4mn 40% Basic earnings per share 66.4 €cent 47.1 €cent 41% Dividend per share for the year 13.4 €cent 9.6 €cent 40% Dividend cover 4.9 times 4.9 times Interest cover 17.6 times 18.6 times Gearing ratio 39.2% 35.4% (net debt as % shareholders funds) Chairman's Statement Review of the Year Results I am pleased to report on another strong year's performance and growth in Kingspan. Group turnover increased 30% to €1,243.4 million, operating profit rose by 40% to €145.1 million, and earnings per share rose to 66.4 cent. Just over half of this represents organic growth, whilst acquisitions during the year contributed €138.9 million to Group turnover, adding €16.1 million in operating profits. For the second year running Kingspan has delivered growth in operating profits in excess of 30%. Indeed, over the past 10 years Kingspan has delivered compound annual growth in earnings per share of 30%. These results are built on a platform of strong management, innovative building solutions, and a commitment to driving Modern Methods of Construction in the building industry. Milestones achieved during the year included the commissioning of the new manufacturing plant in Hungary to meet demand for Insulated Panels in the growing Central and Eastern European markets, the acquisition of Century Homes, Ireland's largest timberframe manufacturer, and the acquisition of ASM in the US which has consolidated Kingspan's position for Raised Access Floor solutions in the US. Other acquisitions complementing the Group's organic growth were ATC, the leading provider of panels to the UK food storage industry, and the addition of the RCM and Albion water storage and heating businesses to the Environmental Containers range of products. In fact, during the year Kingspan grew to employ over 4,600 people, and now operates in 28 countries worldwide. I wish to extend my thanks to all employees throughout the Group for their contribution throughout the year, and also to our customers, trading partners, shareholders, and other stakeholders in the business for their continued support. Dividends The Board is recommending payment of a final dividend of 8.95 cent per share, an increase of 44% on the 2004 final dividend. This will give a total dividend for the year of 13.4 cent, up 40% on the previous year. The increased dividend is in accordance with the Board's stated policy of progressively increasing the dividend so as to bring dividend cover to a level closer to industry norms, in a manner compatible with the Group's strategic growth plans. If approved at the Annual General Meeting, the final dividend (which will be subject to Irish withholding tax rules) will be paid on the 9th June 2006 to shareholders on the register at close of business on the 24th March 2006. Board Changes As previously announced, David Byrne S.C. was co-opted on to the Board as a non-executive director on the 1st January 2005, and was duly elected at the Annual General Meeting on the 26th May 2005. Brian Hill was co-opted on to the Board as a non-executive director on the 1st June 2005 and offers himself for election at the forthcoming Annual General Meeting. Both appointments bring valuable experience and independent view points to the Board. Jim Paul retired from the Board on the 31st December 2005 after 16 years with the Group. During his career with Kingspan, Jim was Managing Director of the Insulation Board business and more recently the Off-Site & Structural division. On behalf of the Board, I wish to thank Jim for his significant contribution to the Group over the years. Looking to the Future The excellent results for the year under review have been achieved while at the same time investing substantial resources in Research & Development to ensure the future prospects of the Group. There is now substantial emphasis on developing new building solutions that are sustainable, renewable and affordable. In their various market segments, all of Kingspan's products have major contributions to make in this regard. Energy Performance of Buildings Directive The European Union introduced a directive on the energy performance of buildings, which passed into EU law in 2003. The legislation when fully implemented in member states will impact on the energy efficiency of buildings by reducing the CO2 emissions from these buildings by at least 20%. Member states can stipulate minimum efficiency standards for new buildings of all types and for the refurbishment of existing large buildings. In addition, and for the first time, the precise measurement of a building's own energy consumption will become a reality. In the UK the directive will be implemented via revised Building Regulations and a certification scheme agreed with building stakeholders, with the intention of saving over one million tonnes of CO2 per annum by 2010. Kingspan's range of products are well positioned to benefit from the general thrust of this Directive. Sustainable Buildings From mid 2006 a more stringent regulatory environment will exist. This is designed to improve the sustainable development profile of buildings in the UK. The code for sustainable buildings will go beyond the current Building Regulations in terms of energy consumption, and will cover not just fuel and power, but also the efficient use of water and the effective management of waste. The code will be mandatory for all new buildings. Kingspan's Off-Site & Structural solutions will significantly reduce waste on site as well as providing energy efficient buildings, and Kingspan's range of products in the Environmental Containers division are specifically geared towards saving and recycling water. Renewable Resource of Building Materials Increasingly, architects are considering not just the strength and durability of building materials, but also their impact on the environment, the community, and global resources. There is a realisation that building developments in future must meet the needs of the present, without compromising the ability of future generations to meet theirs. Various developments within the Group, coupled with complementary acquisitions, will ensure that Kingspan's product range will have a major role to play in sustainable developments of the future. Outlook The fact that the 'Energy Performance of Buildings Directive' was one of the fastest pieces of legislation to be introduced in the EU, indicates the urgency with which regulators are now treating the environmental impact of the built environment, and the pressure to transform is set to increase in the coming years. Kingspan intends to influence this transformation, and is well placed to take advantage of all these developments as they come on stream. For some time now Kingspan has directed its product focus, through continued research and development and strategic acquisitions, to benefit from the move to sustainable, renewable and affordable solutions for the construction sector. Eugene Murtagh Chairman 6th March 2006 Chief Executive's Review 2005 marked a year of exceptional performance across the Group, in which revenue grew by 30% to almost €1.25 billion and operating profit grew by 40% to €145.1 million. Despite the absence of any real buoyancy in the Group's primary markets, progress was achieved in all of the operating divisions, where the relentless focus on internally generated growth continued to bear fruit. Organic growth, which accounted for most of this year on year increase, added €146.4 million to the Group's revenue. Contributing to this in particular were: - • Continued volume growth; • Further new product penetration; and also • The impact of passed-on input price rises in many product and geographic areas. This organic growth was complemented by acquisitions, which added almost €138.9 million to Group revenue in the year. In summary, the main features of 2005 were: • Record levels of sales and earnings, reaching almost €1.25 billion and €111.4 million respectively. • The addition of new businesses, at a cost of €141.7 million, which themselves are focused on growing sectors. • Continued penetration growth of Insulated Panels across a number of markets. • The successful commissioning of our Insulated Panel facility in Hungary, reinforcing our position as the clear leader in the Central and Eastern European markets. • Robust performance of our UK and Ireland Rigid Insulation businesses. • Satisfactory profits in Raised Access Floors, achieved in the face of weak Class A office construction in both the UK and US. Insulated Panels & Boards Insulated Panels Representing 38% of Group turnover in 2005, Insulated Panels continued to deliver good growth in its main markets, and revenues were up by a very healthy 24%. In Ireland, where non-residential construction activity remained high, Panel volumes grew reasonably, and in the UK where the metal cladding market was essentially flat versus 2004, Panels continued to convert from the cumbersome site assembled systems, albeit at a lesser pace than in some recent years. Management succeeded in maximising returns by striking the right balance between volumes and price when material inputs were unpredictable. In the second six months, Central and Eastern European construction markets recovered from a poor start to the year. The Panel business in this region posted growth of 18% in the first half, which improved to 26% for the year as a whole, reflecting a very robust run up to year end, and the further expansion into the region from the newly established manufacturing facility in Hungary. The integration of the Door Panel business in Belgium is complete and the newly acquired ATC, which specialises in panels for the food storage sector, performed well. Now operating as Kingspan Controlled Environments this business further consolidated its position in the UK, as well as securing large scale projects in Australia and New Zealand. These are growing markets for Firesafe(R) solutions and the Group continues to review the possibility of investing more substantially in Australasia. Insulation Boards Representing 17% of Group turnover in 2005, Insulation grew by 9% over the prior year. As previously indicated, this business was expected to deliver somewhat less growth in 2005 than in previous years, primarily due to the transitionary phase between the insulation demand patterns established following the 2002 UK Building Regulations, and those anticipated following the April 2006 regulations review. Accordingly, although volume was broadly flat, revenue growth was achieved as some of the substantial chemical cost increases were passed on to the market. More importantly Kingspan grew sales of the higher value, higher performing phenolic insulation products in which the Group has invested significantly over recent years. Coinciding with the pressure on the input side of this business, was an intensified level of competition due to a number of recent entrants to the market. In the short to medium term further new entrants are also anticipated. Notwithstanding this, Kingspan's core focus on absolute lowest unit cost, superior efficiencies, and an unparalleled range of solutions for the design and construction community, all contributed to defending the Group's leading position during this transition period. The pattern for the early part of 2006 is expected to be quite similar. This will be followed, later in the year, by the resumption of significant investment in projects to capitalise on the strong volume growth potential to be derived from continued conversion, which will arise from the increasing inter-changeability of insulants in the future. The Group entered an industrial insulation joint venture with the Belgian group, Recticel S.A. at the end of the year. Turnover of the venture is expected to be in the region of €35.0 million for 2006. Raised Access Floors Representing 10% of Group turnover in 2005, Access Floors continued to build upon the return to profitability achieved in 2004, exiting 2005 with sales growth of 9% and operating profits of €9.8 million. This result was managed against a backdrop of a flat market in Class A office development, the type of construction most likely to opt for the cable management and underfloor air attributes of the access floor itself. Cost base control, a favourable product mix, and some upward price movement were all features of the 2005 performance. In the UK, quotation levels for future projects grew by greater than 30% over the prior year, coinciding with office vacancy rates in the City of London dipping below 10% for the first time in a few years. Both are encouraging indicators of this business's prospects over 2006 and 2007. In the US, activity in this particular construction sector remains relatively weak, compared with the peak of 2001. There are signs that activity in segments of the market such as data centres may enter a new phase of good growth. This time the growth would be demand led and not speculation led as in the previous boom period. Strengthened by the recent acquisition in the US of the 'ASM' access floor business and brand, the operation, which has returned to profitability, is now well positioned for any market uplift. Environmental Containers Representing 18% of Group turnover in 2005, this division grew by a very substantial 54% in the past year through a combination of robust organic growth and a number of acquisitions. The main products of this division fall into the broad categories of fuel storage, effluent treatment, and water storage and distribution, all of which have very important environmental attributes. Sales of fuel storage containers in absolute numbers declined during the year, however the growth in conversion to higher value double skinned tanks, incorporating level sensing telemetry, contributed to increased revenues in this category. The effluent treatment products grew both in volume and value once again, largely driven by further conversion from septic tanks to the higher value domestic treatment plant range. This dynamic continues to take place in both the UK and Ireland. The hot water storage and distribution systems business was considerably strengthened in 2005 through the acquisition of RCM and Albion in the UK. The acquisition of these businesses has moved Kingspan into a leading position in a growing market for unvented hot water systems. This sub-sector is growing at approximately 12% per annum, driven by a shift away from traditional gravity fed systems, towards more modern pressurised solutions. The acquisitions have been well integrated and are performing as expected. From its manufacturing base in Poland, the mainland European business unit grew once again by more than 50% and has just recently completed an expansion programme there to support further growth during 2006. In general, Environmental Containers is a product group ideal for further geographic expansion, and accordingly the Group continues to review appropriate opportunities. Off-Site & Structural Representing 17% of Group turnover in 2005, this division grew in revenue by a significant 75%, the result of Century's timber frame business joining the Group, as well as further inflationary growth driven by the high steel cost experienced by our lightweight structural components during the year. The Off-Site opportunity for Kingspan lies in bringing together the overwhelming advantages of build speed and energy performance in both the residential and non-residential markets, predominately in the UK and Ireland. Century has almost single handedly grown timber frame penetration in Ireland to 25% by 2005. Kingspan's share of that market provides a platform to drive similar conversion to timber frame in the UK, and evolve this product group into a more strategic part of the Group's Modern Methods of Construction Solutions. Already, Kingspan's Off-Site & Structural division was part of a consortium that was selected as a successful bidder in the UK government's £60k affordable housing initiative. However, the business will require significant upfront investment in product and process development in order to achieve its full potential. On the metal side of this business, the first phase of investment at our UK metal offsite plant is fully commissioned and operational. This is already generating encouraging levels of specifications. 2006 will represent the first full year since the launch of this product and we have reason to anticipate a satisfactory level of sales based on those specifications. This is an evolving sector for us and the Group will be looking to make further investments in this area. Research & Development At Kingspan, we are acutely mindful of the contribution Research & Development has made, and will make, to the success of the Group. Firstly it is crucial to maintaining our edge in current products and markets, which require continuous process and product improvements throughout each business. Additionally it is the source of new concepts, solutions and products that enable us to forge a position in evolving areas relatively new to the market. Approximately 1% of the Group turnover is invested in this process annually. The current pipeline of initiatives numbers greater than sixty, and spans projects ranging from formulation improvement, to fundamental chemistry advancements, to developing new construction concepts. It is central to many of Kingspan's strategic objectives. Much of the development process occurs internally, and beyond this we continue to build complimentary working relationships with a number of external bodies, including universities and technical colleges. People 2005 was a tremendous year at Kingspan. This is largely due to the ideas, commitment and determination of the many people throughout the business. I would like to extend my gratitude to all for their contribution to date, and for their collective ambitions for the continued development of the organisation. Looking Ahead The Group has got off to a good start in 2006. The economies in which Kingspan operates are quite stable in general, with some improvement anticipated in certain sectors later in the year. This backdrop, together with the robustness of the business, and the imminent UK Building Regulations review, should enable Kingspan to deliver further growth into the future. Gene Murtagh Chief Executive Officer 6th March 2006 Financial Review Results Turnover for the year ended 31st December 2005 was €1,243.4 million, an increase of 30% compared to the previous year. Acquisitions in the year generated €138.9 million additional turnover. Profit before tax was €135.0 million (2004: €96.4 million). Earnings attributable to ordinary shareholders were €111.4 million (2004: €78.1 million). Cash generation remained strong with earnings before interest, tax, depreciation and amortisation (EBITDA) of €177.6 million (2004: €128.4 million). Amortisation amounted to €1.9 million (2004: €0.7 million). Turnover and Margins Group turnover increased by 30% or €285.3 million compared to 2004. The Tables below detail the Group's turnover by class of activity and geographical area and the year on year growth achieved. Analysis by Class of Activity Year ended Year ended % Change 31.12.05 31.12.04 2005-2004 €'million €'million Insulated Panels 472.4 380.2 +24% Insulation Boards 217.0 199.4 +9% Insulated Panels & Boards 689.4 579.6 +19% Raised Access Floors 130.0 119.2 +9% Environmental Containers 220.1 142.5 +54% Off-Site & Structural 203.9 116.8 +75% 1,243.4 958.1 +30% Analysis by Geographical Area Year ended Year ended % Change 31.12.05 31.12.04 2005-2004 €'million €'million Republic of Ireland 215.3 136.8 +57% Britain and Northern Ireland 753.3 592.4 +27% Mainland Europe 196.4 163.2 +20% United States of America 63.7 53.6 +19% Other 14.7 12.1 +21% 1,243.4 958.1 +30% In continuing operations the gross profit margin was 30.8%, up from 29.5% last year. Acquisitions, with an equivalent margin of 26.9%, had a small dilutative effect giving an overall margin of 30.3%. The operating margin, being earnings before interest and tax as a percent of turnover, was 11.7% in the year, up from 10.8% last year. Acquisitions, which have lower distribution costs than continuing operations delivered an operating margin of 11.6%. Taxation The effective tax rate in the year at 17.5% compares with 19% last year. Earnings Per Share Basic earnings per share at 66.4 cent show an increase of 41% over the previous year. This figure has grown at an annual compound rate of almost 30% over the ten year period 1995 to 2005. Dividends Subject to shareholder approval at the 2006 Annual General Meeting, it is proposed that the dividend for 2005 will be 13.4 cent per share. This consists of an interim dividend of 4.45 cent per share paid on 7th October 2005, and a final dividend of 8.95 cent per share proposed to be paid on 9th June 2006 to shareholders on the register on 24th March 2006. This represents a 40% increase on the previous year. The dividend for the year is covered 4.9 times by earnings, and 7.9 times profits before interest, taxation, depreciation and amortisation compared to 8.0 times in 2004. The dividend yield for the year was 1.4% compared to 1.9% for 2004, based on the average share price in the relevant years. The ordinary dividend has grown at an annual compound rate of 30% over the period 2001 through to 2005 compared to earnings growth of 15%, as the Group continues with a progressive dividend policy so as to bring dividend cover to a level closer to industry norms. Acquisitions in the year The Group completed a number of strategically important acquisitions during the year with a total spend, net of cash acquired and including debt acquired, of €141.7 million. This investment falls into the following product categories: Product group Net Investment Assets acquired Goodwill & Intangibles €'million €'million €'million Off-Site & Structural 69.1 13.8 55.3 Insulated Panels & Board 35.6 7.7 27.9 Environmental Containers 31.9 6.0 25.9 Raised Access Floors 5.1 0.8 4.3 141.7 28.3 113.4 The intangibles acquired, which amounted to €12.4 million, are being amortised principally over 7 years and this amortisation of €1.5 million has been charged against the profits from the acquisitions in the year. Under the IFRS accounting rules the goodwill acquired of €101.0 million is not amortised but will be subject to impairment reviews. These acquisitions delivered turnover, from date of acquisition to year end, of €138.9 million and operating profits, after intangible amortisation, of €16.1 million. Funds Flow The table below summarises the Group's funds flow for 2005 and 2004: 2005 2004 €'million €'million Operating profit 145.1 103.3 Depreciation 30.6 24.4 Amortisation 1.9 0.7 Working capital increase (9.4) (36.0) Pension Contributions (2.9) (2.9) Interest (7.5) (6.6) Taxation paid (28.2) (14.8) Others 13.8 14.2 Free cash 143.4 82.3 Acquisitions (141.7) (26.6) Receipt of Tate settlement - 24.7 Net capital expenditure (42.2) (53.5) Dividends paid (17.8) (13.2) (201.7) (68.6) Cash flow movement (58.3) 13.7 Debt translation 2.9 (0.6) (Increase)/Decrease in net debt (55.4) 13.1 Net debt at start of year (108.1) (121.2) Net debt at end of year (163.5) (108.1) The acquisitions during the year were financed out of Group resources. Debt reduction before acquisitions, dividend payments and non-cash translation effect was €101.1 million (2004: €53.5 million). The free cash flow for the year, representing operating cash flow less interest and taxation paid, amounted to €143.4 million, an increase of €61.1 million on last year or 74%. This performance represents 85.5 cent per share (2004: 49.7 cent). Over the two years 2004 and 2005, a total of €225.7 million in free cash was generated and €264.0 million was invested in acquisitions and capital expenditure. Operational working capital at the year end was €175.1 million (2004: €154.2 million) and represented 14.1% of turnover (2004: 16.1%), against a company target of 15%. Working capital expressed as days sales, which takes into account the phasing of sales, has remained constant at 33 days compared with prior year end. Return on Capital Employed The return on capital employed, being profit before interest and taxation as a percentage of shareholders' funds plus net debt at the year end, was constant at 25% compared to 2004. If goodwill previously written off of €80.7 million was still on the balance sheet, the corresponding figures would be 22% in 2005 and 21% in 2004. Treasury At 31st December 2005, the Group had total facilities of €541.5 million comprising of syndicated bank facilities of €325.0 million, €151.5 million loan notes and €65.0 million of overdraft and other facilities. The syndicated facilities are comprised of a €100.0 million term loan with repayments of €25.0 million per annum to 16th December 2009 and €225.0 million revolving credit which will also mature at that date. On 29th March 2005, the Group had a successful private placement of $200.0 million (€151.5 million) loan notes with maturities of 10 and 12 years. These notes were then swapped into fixed interest EUR giving the Group a broad range of debt providers with an appropriate mix of debt maturity at competitive interest rates. The drawn down bank facilities and loan notes at 31st December 2005 were €252.3 million, comprising €197.3 million EUR debt and €55.0 million of STG debt. It is Group policy to enter into interest rate hedging to limit interest rate exposure on a proportion of the Group's medium to long term debt. Approximately 67% of drawn down bank facilities were subject to interest rate swaps, at 3.89% on the EUR debt and at 4.97 % on the STG debt. €151.5 million of EUR swaps expire on the maturity of the loan notes, a further €10.0 million of EUR swaps and €7.0 million of STG swaps expire on 31st December 2006. Currently the Group does not enter into any external hedges to limit the exposure on translating non-Euro earnings. Foreign exchange transaction exposure is internally hedged as far as possible and to the extent that they are not, such residual exposures are hedged on a rolling 12 month basis. Pension Deficit The Group has two legacy defined benefit pension schemes in the U.K. These schemes have been closed and the liability relates only to past service. As at 31st December 2005 there were assets in the schemes of €52.5 million and actuarial assessed pension liabilities of €76.5 million, giving a net deficit of €24.0 million. The corresponding liability at 31st December 2004 was €22.7 million. International Financial Reporting Standards (IFRS) The financial statements for 2005 and the comparatives for 2004 have been prepared and are presented using IFRS while the annual financial statements for 2004 and prior years were prepared in accordance with accounting practice generally accepted in Ireland (GAAP). The effect of this change on the 2004 profits as previously reported was an increase in the net profit before tax of €8.4 million and an increase in the tax charge of €0.3 million. The effect on shareholders funds was an increase of €2.4 million. These changes are summarised below: NET PROFIT BEFORE TAX RECONCILIATION 2004 2004 €'million €'million Irish GAAP 88.0 Defined benefit pension credit 2.3 Share based Payment (1.8) Goodwill amortisation 7.9 8.4 IFRS 96.4 SHAREHOLDERS' FUND RECONCILIATION 2004 2004 €'million €'million Irish GAAP 302.2 Defined benefit pension deficit (22.7) Deferred Tax on pension 6.8 Share based Payment 0.4 Goodwill amortisation 7.9 Final dividend accrual 10.3 Others (taxation) (0.3) 2.4 IFRS 304.6 Summary Overall the Group is in a strong financial position going into 2006 and is well positioned for continued growth. The balance sheet is conservatively geared and this will enable the Group to comfortably fund its anticipated growth, through both organic means and bolt on acquisitions. Dermot Mulvihill Finance Director 6th March 2006 For further information contact: James Dunny Murray Consultants Tel: +(353 1) 4980 300 Tim Thompson/Jeremy Garcia/Tom Carroll Buchanan Communications Tel: +(44) 207 466 5000 GROUP INCOME STATEMENT for the year ended 31 December 2005 Continuing Operations Acquisitions Total Total 2005 2005 2005 2004 €'000 €'000 €'000 €'000 Revenue 1,104,555 138,855 1,243,410 958,083 Cost of sales (764,848) (101,500) (866,348) (675,729) Gross profit 339,707 37,355 377,062 282,354 Distribution costs (67,162) (4,420) (71,582) (59,269) Administrative costs (143,619) (16,792) (160,411) (119,786) Operating result 128,926 16,143 145,069 103,299 Finance costs (11,607) (7,761) Finance income 1,535 873 Result for the year before tax 134,997 96,411 Income taxes (23,628) (18,330) Net result for the year 111,369 78,081 Attributable to minority interest 9 (4) Attributable to shareholders of Kingspan Group plc 111,378 78,077 Earnings per share for the year Basic (€'cent) 66.4 47.1 Diluted (€'cent) 64.8 46.3 GROUP BALANCE SHEET as at 31 December 2005 2005 2004 €'000 €'000 Assets Non-current assets Goodwill 217,736 110,039 Other intangible assets 12,265 2,180 Property, plant and equipment 250,757 210,898 Long term financial assets 755 38 Deferred tax assets 2,366 1,639 483,879 324,794 Current assets Inventories 97,323 89,225 Trade and other receivables 268,124 220,787 Cash and cash equivalents 120,165 87,791 485,612 397,803 Total assets 969,491 722,597 Liabilities Current liabilities Trade and other liabilities 193,368 157,164 Provisions 30,252 18,483 Deferred consideration 16,777 597 Short term financial liabilities 38,864 108,725 Current tax liabilities 16,366 19,355 295,627 304,324 Non-current liabilities Pension and other employee obligations 24,009 22,664 Long term financial liabilities 226,799 79,435 Deferred tax liabilities 5,173 3,947 Deferred consideration 1,241 7,164 257,222 113,210 Total liabilities 552,849 417,534 NET ASSETS 416,642 305,063 Equity Equity attributable to shareholders of Kingspan Group plc Share capital 22,003 21,797 Additional paid-in share capital 22,803 20,260 Other reserves (23,650) (38,868) Revaluation reserve 713 713 Capital redemption reserve 513 513 Retained earnings 393,898 300,233 416,280 304,648 Minority interest 362 415 TOTAL EQUITY 416,642 305,063 GROUP STATEMENT OF CHANGES IN EQUITY for the year ended 31 December 2005 2005 2004 €'000 €'000 Balance at beginning of year 305,063 244,171 Cash flow hedging - in equity 18 102 Actuarial losses on defined benefit pension scheme (2,959) (7,708) Currency translation 15,013 (1,921) Income taxes relating to items charged or credited to equity 891 2,314 Net income recognised directly in equity 12,963 (7,213) Net result for the year 111,378 78,077 Total recognised income and expense for the year 124,341 70,864 Shares issued during the year 2,749 1,585 Employee share based compensation 2,256 1,764 Dividends paid during the year (17,713) (13,238) Movement in Minority Interest (54) (83) Balance at end of year 416,642 305,063 STATEMENT OF RECOGNISED INCOME AND EXPENSE for the year ended 31 December 2005 2005 2004 €'000 €'000 Profit for financial year attributable to Group shareholders 111,378 78,077 Cash flow hedging 18 102 Actuarial losses on defined benefit pension scheme (2,959) (7,708) Currency translation 15,013 (1,921) Income taxes relating to items charged or credited to equity 891 2,314 Total income and expense recognised since last annual report 124,341 70,864 GROUP CASH FLOW STATEMENT for the year ended 31 December 2005 2005 2004 €'000 €'000 Operating activities Result for the year before tax 134,997 96,411 Adjustments 46,625 34,852 Change in inventories 8,032 (21,838) Change in trade and other receivables (5,627) (39,779) Change in trade and other payables (4,392) 35,754 Pension contributions (2,873) (2,885) Cash generated from operations 176,762 102,515 Taxes paid (28,159) (14,826) Net cash flow from operating activities 148,603 87,689 Investing activities Additions to property, plant and equipment (46,802) (55,679) Proceeds from disposals of property, plant and equipment 4,654 2,124 Proceeds from financial assets 29 11 Purchase of subsidiary and joint venture undertakings (142,970) (18,051) Net cash acquired with acquisitions 18,910 954 Receipt of Tate Global Corporation settlement - 24,680 Payment of deferred consideration in respect of acquisitions (1,441) (629) Dividends paid to minorities (44) (91) Interest received 1,606 875 Net cash flow from investing activities (166,058) (45,806) Financing activities Proceeds from bank loans and loan notes 151,458 187,338 Repayment of bank loans (89,862) (178,342) Discharge of finance lease liability (413) (5) Proceeds from share issues 2,749 1,585 Interest paid (9,138) (7,472) Dividends paid (17,713) (13,238) Net cash flow from financing activities 37,081 (10,134) Cash and cash equivalents at the beginning of the year 85,201 52,917 Net increase in cash and cash equivalents 19,626 31,749 Translation adjustment 5,404 535 Cash and cash equivalents at the end of the year 110,231 85,201 Cash and cash equivalents at the beginning of the year Cash 87,791 55,746 Overdrafts (2,590) (2,829) 85,201 52,917 Cash and cash equivalents at the end of the year Cash 120,165 87,791 Overdrafts (9,934) (2,590) 110,231 85,201 The following non-cash adjustments have been made to the pre-tax result for the year to arrive at operating cash flow: Adjustments: 2005 2004 €'000 €'000 Depreciation, amortisation and impairment charges of fixed and intangible assets 32,515 25,039 Employee equity-settled share options 2,256 1,764 Finance income (1,535) (873) Finance cost 11,607 7,761 Loss on sale of tangible assets 1,782 1,161 Total 46,625 34,852 Reconciliation of net cash flow to movement in net debt 2005 2004 €'000 €'000 Increase in cash and bank overdrafts 19,626 31,749 Increase in debt, lease finance and deferred consideration (59,742) (8,362) Change in net debt resulting from cash flows (40,116) 23,387 Loans and lease finance acquired with subsidiaries (6,314) (2,054) Deferred consideration arising on acquisitions in the period (11,383) (7,456) New finance leases (45) (82) Translation movement 2,472 (598) Net movement (55,386) 13,197 Net debt, beginning of the year (108,130) (121,327) Net debt, end of the year (163,516) (108,130) SUPPLEMENTARY INFORMATION 1 REPORTING CURRENCY The currency used in this Annual Report is Euro. Results and cash flows of foreign subsidiary undertakings have been translated into Euro at the average exchange rates, and the related balance sheets have been translated at the rates of exchange ruling at the balance sheet date. Exchange rates used were as follows: Average Closing rate Rate Euro = 2005 2004 2005 2004 Pound Sterling 0.684 0.679 0.678 0.693 US Dollar 1.245 1.244 1.185 1.335 Czech Koruna 29.836 31.953 28.920 30.600 Polish Zloty 4.029 4.534 3.830 4.100 2 SEGMENT REPORTING Segment information is presented in respect of the Group's business and geographical segments. The primary format, business segments, is based on the Group's management and internal reporting structure. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise interest-bearing loans, borrowings and expenses, cash and cash equivalents, income tax assets, liabilities and expenses and deferred consideration. Business segments The Group operates in the following four business segments: Insulated Panels & Boards Manufacture of insulated panels and rigid insulation products. Off-site & Structural Manufacture of offsite solutions, timber frame buildings and structural products. Environmental Containers (EC) Manufacture of environmental and pollution control products. Access Floors Manufacture of raised access floors. Geographical segments In presenting information on the basis of geographical segments, segment revenue is based on the geographical location of customers. Segment assets are based on the geographical location of the assets. Analysis by class of business Segment Revenue Insulated Off-site & EC Access TOTAL Panels & Structural Floors Boards €'mn €'mn €'mn €'mn €'mn Total Revenue - 2005 689.4 203.9 220.1 130.0 1,243.4 Total Revenue - 2004 579.6 116.8 142.5 119.2 958.1 Inter-segment revenue is not material and is thus not subject to separate disclosure in the above analysis. Segment Result (profit before finance costs) Insulated Off-site & EC Access TOTAL TOTAL 2004 Panels & Structural Floors 2005 Boards €'mn €'mn €'mn €'mn €'mn €'mn Operating result - 2005 94.2 22.7 18.4 9.8 145.1 Operating result - 2004 72.2 13.9 14.2 3.0 103.3 Finance costs (net) (10.1) (6.9) Result for the year before tax 135.0 96.4 Income taxes (23.6) (18.3) Net result for the year 111.4 78.1 Segment Assets and Liabilities Insulated Off-site & EC Access TOTAL TOTAL 2004 Panels & Structural Floors 2005 Boards €'mn €'mn €'mn €'mn €'mn €'mn Assets - 2005 413.3 134.6 161.2 137.9 847.0 Assets - 2004 323.9 93.2 96.2 119.8 633.1 Liabilities - 2005 (131.2) (50.2) (40.2) (26.1) (247.7) Liabilities - 2004 (119.2) (34.8) (24.4) (19.9) (198.3) Total assets less total liabilities 599.3 434.8 Cash and cash equivalents 120.2 87.8 Deferred tax asset 2.3 1.6 Financial liabilities (current and non-current) (265.7) (188.2) Deferred consideration (current and non-current) (18.0) (7.7) Income tax liabilities (current and deferred) (21.5) (23.3) Total Equity as reported in Group Balance Sheet 416.6 305.0 Other Segment Information Insulated Off-site & EC Access TOTAL Panels & Structural Floors Boards €'mn €'mn €'mn €'mn €'mn Capital Investment - 2005 67.3 66.7 45.4 7.2 186.6 Capital Investment - 2004 50.0 8.2 12.8 (21.1) 49.9 Depreciation included in segment result - 2005 (14.8) (5.0) (6.3) (4.5) (30.6) Depreciation included in segment result - 2004 (13.2) (3.1) (4.2) (3.9) (24.4) Amortisation included in segment result - 2005 (0.8) (0.8) (0.3) (0.0) (1.9) Amortisation included in segment result - 2004 (0.7) 0.0 0.0 0.0 (0.7) Non- Cash Items included in segment result - 2005 (1.9) (0.1) 0.2 (0.0) (1.8) Non- Cash Items included in segment result - 2004 (1.2) 0.0 0.0 0.0 (1.2) Analysis of Segmental Data by Geography Republic of United Mainland Americas Others TOTAL Ireland Kingdom Europe €'mn €'mn €'mn €'mn €'mn €'mn Income Statement Items Segment Revenue - 2005 215.3 753.3 196.4 63.7 14.7 1,243.4 Segment Revenue - 2004 136.8 592.4 163.2 53.6 12.1 958.1 Balance Sheet Items Assets - 2005 119.2 532.8 127.6 66.1 1.3 847.0 Assets - 2004 105.4 367.2 106.6 53.3 0.6 633.1 Other segmental information Capital Investment - 2005 22.8 36.1 124.2 0.8 2.7 186.6 Capital Investment - 2004 5.9 10.5 17.0 0.0 16.5 49.9 3 DIVIDENDS Dividends on Ordinary Shares are recognised in the Group's financial statements on a cash paid basis under IFRS rather than On an accruals basis which was the accounting treatment previously adopted under Irish GAAP. The Final Dividend on Ordinary Shares for 2004 (€10.3 million) was approved by shareholders in May 2005 and, in accordance with IFRS, was recognised as a charge to Reserves in the year ended 31 December 2005. The Interim Dividend on Ordinary Shares For 2005 (€7.4 million) was recognised as a charge to Reserves in the year ended 31 December 2005. The Final Dividend on Ordinary Shares for 2005 (€15.0 million) is being proposed at the Group's AGM and, in accordance with IFRS, will be recognised as a charge to Reserves in the year ended 31 December 2006. DIVIDENDS 2005 2004 €'000 €'000 Ordinary dividends Paid: 2004 Final dividend 6.20c per share (2003: 4.60c per share) on 166,121,748 10,300 7,608 shares 2005 Interim dividend 4.45c per share (2004: 3.40c per share) on 166,607,628 7,413 5,630 shares 17,713 13,238 4 EARNINGS PER SHARE 2005 2004 €'000 €'000 The calculations of earnings per share are based on the following: Profit attributable to ordinary shareholders 111,378 78,077 No. of No. of shares shares ('000) ('000) 2005 2004 Weighted average number of ordinary shares for the calculation of basic earnings per share 167,625 165,621 Dilutive effect of share options 4,269 3,025 Weighted average number of ordinary shares for the calculation of diluted earnings per share 171,894 168,646 2005 2004 € cent € cent Basic earnings per share 66.4 47.1 Diluted earnings per share 64.8 46.3 5 BASIS OF PREPARATION The financial information set out in this document is an abridged version of the Group's financial statements which have not yet been filed with the Registrar of Companies but upon which the auditors have given an unqualified audit report. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as adopted for use in the European Union and their interpretations as issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee. The financial statements have been prepared under the historical cost convention, as modified by the revaluation of land and buildings and the measurement of fair value share options and derivative instruments. The carrying value of recognised assets and liabilities that are hedged are adjusted to record changes in the fair values attributable to the risks that are being hedged. The Group's accounting policies will be included in the Annual Report to be published in April 2006. 6 DISTRIBUTION OF PRELIMINARY ANNOUNCEMENT These results are available on the Group's website at www.kingspan.com. A printed copy is available to view at the Company's registered office or from the Company's Registrars: Computershare Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18. This information is provided by RNS The company news service from the London Stock Exchange
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